¿Cómo se prepara para una salida o un acuerdo de fusiones y adquisiciones?

Exit through M&A starts long before the transaction. You can boost your company's valuation through good preparations. It will reduce your stress along the way. 1, Spot the structural flaws of your business and fix them as much as possible. 2, Get your house in order. Make sure you have all the business records (accounting, legal, etc.). 3, Surround yourself with the right people: -People that you can delegate part of the business operations as you will be distracted by the process -People who can help you with the process: a project manager, your CFO, a lawyer, and an advisor (if you don't DIY). 4, Agree on a decision-making mechanism with your cofounders and investors. This will allow you to move very fast during the process.

Planning your exit strategy is not a done deal; it's more of a work in progress. Conditions and the environment change all the time; therefore, founders should periodically take a step back and assess their position. They should ask questions like: 'What value do we bring to the market? Who are our main clients/competitors, and how do we differentiate?' These answers can and will change with time and will influence your ideal exit strategy, whether it involves M&A or an IPO. Engage in honest discussions about who and when is the best fit, while also being mindful of your value to stakeholders.

Even if you do not plan to exit anytime soon, this exercise is valuable to help you to clarify you business arc. In addition, there are unexpected events that come up in every business and having an exit strategy ready to go will make it much easier if the unexpected occurs. I've seen health issues force an exit, death, divorce, a dispute among founders, etc. It is helpful for everyone to have an idea of where the company is going and how will these unexpected issues be delt with, if and when they occur.

Alignment is possibly the most important factor, not just for exit strategy but also for business success in general. Exit (or not) should be the 1st thing that founders should discuss when forming a business. What kind of exit? How much? How long? The plan will inevitably change, however starting from a point of alignment will enable your team to adapt and stay focussed on the same goals throughout its journey.

Preparing for an exit or M&A deal is like planning a long journey that involves careful planning, negotiation, and execution. Here's how I approach:

Sometimes the value of a company is not merely based on the financials and other traditional matrixes, but on intangible assets like intellectual property, strategic synergies with a potential buyer, scalability, etc. So it is good to have a general sense of what the company is worth, but you should not get too attached. Valuation is highly fluid and can change based on the market, economy and a particular buyer's perspective. Also buyers will always value the company strictly on financials when negotiating price, so a seller must understand how to discuss and value intangibles rather than just financials.

I always encourage businesses (and myself) to think about value on 2 planes.... Now and potential. The value today will be found somewhere in between and will come from the assets that you build.

Assess Your Business Valuation Think of your business like a house. Before selling it, you need to know how much it's worth. For this, financial experts use various methods, such as comparing your business to similar ones (just like you'd compare your house to others in the neighborhood) or looking at your past profits and future potential. Before entering any negotiation, it's crucial to understand the true value of your business. I recommend conducting a comprehensive valuation to determine a fair market price. This can be done through various methods, such as Earnings Multipliers or Asset Valuation.

As a rule of thumb, once a startup acquires its first client, and sometimes even before that point, it's advisable to create a data room and maintain it regularly. This data room should include essential documents such as your pitch deck, financial statements, business plan, and client contracts, among other information. This is not something you should only prepare when the situation arises because the information in the data room will be valuable for clients, investors (or potential investors), potential buyers, and, of course, the executive team to easily access all the relevant information in one place.

The best way to prepare for an M&A transaction is to conduct mock due diligence on the company. This is usually performed by a law firm and/or accounting firm. The value of this process is to see what issues arise, so they can be fixed before a real buyer conducts its own due diligence.

Get Your Papers in Order - Due Diligence and Documentation Imagine you're packing for your journey. You don't want to forget any essentials. Likewise, gather all your business documents, contracts, and financial statements. These are like your travel documents; you'll need them for a smooth transition. Thorough due diligence is critical. Both parties need to scrutinize each other's financials, operations, and legal standing.

One question that always crossed my mind is - do we find the buyer or or the buyer will find us? Should we wait or open our mouth first?

No matter if you receive an offer or if you initiated the business transaction, always conduct due diligence on the potential buyer(s). Perform thorough research, ask pertinent questions, and seek advice from others who have experience in similar situations. If you have investors, involve them in the process as well. Additionally, consider utilizing external resources such as lawyers, bankers, CPAs, if you do not have internal teams for these tasks.

Due diligence should be performed by investigative and risk minded people such as CPAs and lawyers. Entrepreneurs and business owners tend to be highly optimistic and have a high tolerance for risk, which in each case diminishes their ability to conduct effective due diligence.

Legal and Regulatory Compliance Navigating regulations can feel like dealing with different road signs. You need someone who knows the way. Legal experts will help you navigate the complex rules and ensure everything is above board. Navigating the legal and regulatory aspects is paramount. Engage experts who understand the intricacies of M&A deals to ensure a smooth transition.

If you are the seller, the best way to maximize your negotiating position is to have more than one buyer. To do this you will need to coordinate a "go to market strategy". This is where you approach the market to sell. This usually results in a higher purchase price. If you wait to be approached, then it is likely that you will only have one buyer, which puts you at a disadvantage when negotiating the purchase price. A qualified M&A advisor or investment banker can assist with this process and their fee is typically well worth it once you calculate the increase in purchase price.

As for me, valuation will be the most tricky part. Especially when the Startup does not have great revenue but they have great tech which will longer time to get bigger market share.

Negotiate Wisely Now, imagine you're bargaining at a local market. You want the best deal, but you also want the other person to walk away happy. Negotiations in M&A are similar. Be clear about what you want, but be ready to compromise for a win-win. Negotiations can make or break a deal. Having a skilled negotiator on your side can significantly impact the outcome.

Once you close, there are not take backs. Be sure that you have considered all post closing issues such as taxes, liability, future income requirements, future employment or consulting, your daily motivation and routine, and options for future businesses. An exit is likely to be the biggest transaction of a seller's life and great care should go into making the decision to close the deal.

This is based on the assumption your startup has multiple people and you agree at the start you are working towards an exit strategy. Then this makes perfect sense and you steer your business plan towards that end goal. Although, if you are a family run startup, your intentions may be different and are self funding and want to keep full control of your business, as it is your "baby" a personal passion and something that has no end date. Don't just assume you always need an exit if you are a startup, although this seems to be the norm, you need to question why you are starting a business and what is your vision and purpose for this? If it is just to make money, then go back and question your why!

Most businesses don't last forever. Things change like technology, competition, motivation, economic factors, ownership, etc. Therefore it is always good to have an exit strategy as part of the ongoing business strategy. It should be considered a viable option at any given time and will cause you think about your business in a way that makes it more valuable everyday to anyone who may be interested in investing, lending money, merging or buying it out right.