Recently, World Financial Symposiums (WFS) hosted a Growth & Exit Strategies virtual conference focused on women leaders in tech. The conference was highlighted by three panels comprised of women executives representing investors, buyers, and sellers of tech companies, respectively. The panelists shared insights and tips on a variety of topics such as what investors look for in funding strategies, what buyers want to see in companies for purchase, and how to prepare for an exit.
In Part 1 of this three part series, we highlighted some of the recommendations provided by the Investors panelists. Part 2 highlighted some advice from the Buyers panelists. This last part of the series, Part 3, covers some of the insights from the Sellers panelists.
The sellers panel included the following three women entrepreneurs who built and sold their companies:
- Mary Wilson, Founder and President of Tibersoft, a technology company that provides operator intelligence software and data services to the food service supply chain.
- Viridiana de la Garza, COO of DigitalOnUs, a new age technology services firm focused on providing agile delivery services.
- Satu Lapinlampi, CEO of Hiottu Oy, a software consulting and project management firm based in Finland.
- In addition, deal attorney Heather Barnhouse, Corporate/Commercial Partner at global law firm Dentons, participated in the panel discussion.
Why did you sell your company?
Company owners sell for different reasons. Asked why she sold her company, Tibersoft Corporation, Mary Wilson said that early investors in the company, which was founding in 1996, were ready to make a change by the mid-2010’s. And so she and her co-founder, Chris Martin, looked for new investors and a new home. That ultimately led to a 2017 acquisition by Cultura Technologies, one of the largest independent groups of agribusiness software companies in the world. It was a really good match for Tibersoft, helping it grow in the agrifood sector.
For Viridiana de la Garza, selling her company, DigitalOnUs, was always part of the plan. She said that when the company was founded in 2015, she and her partners planned to sell the company after five years. In 2021, the company was sold to global IT services and consulting company, Tech Mahindra. According de la Garza, there was an additional reason for selling: "My closest partner, who was the CEO at the time, wanted to create a positive impact for our employees. I would say 30 percent of the employees in DigitalOnUs had stock in the company. So selling the company had a great and positive impact for many of them."
In contrast to the planned sale of DigitalOnUs , the sale of Hiottu was unplanned. Satu Lapinlampi recalled that the she got an unsolicited inquiry from another company that was interested in buying Hiottu. Out of courtesy, Lapinlampi contacted Hiottu's oldest customer to see if they also had an interest in buying the company. They did. And in 2020, 80 percent of the company was sold to Raute Corporation, a Finnish company that is the parent company of Raute Group, which manufactures machines for the production of wooden panels and beams. The acquisition added to Raute’s know- how in digitalization. Lapinlampi saw the deal as a win-win for both companies. In her words, "I believed that it would be the right solution for Hiottu as a company and our team would also benefit from it.”
What makes a deal go smoothly?
As a partner at law firm Denton's, Heather Barnhouse works primarily with female entrepreneurs who are growing and scaling their company. That often involves helping those entrepreneurs prepare for the sale of their company and shepherding them through the sale process. Asked what she sees as things that help a deal go smoothly, Barnhouse pointed to preparation. She said that those companies that are able to get through the process smoothly are the ones that settle key deal points ahead of time. She noted that if a company takes the time and spends the effort early on to settle things like hold-backs, earnouts, and the percentage of the company they're selling, it enables them to move more quickly through the process. Another thing that helps the process along, according to Barnhouse, is being organized. She put it this way: "In the diligence process, there will be a whole exercise of disclosure, of financial information, of legal information, of contracts with suppliers. And those companies that actually have that organized ‒ they're not looking under their bed for last year's contract or looking in a shoebox for a bunch of receipts ‒ will be in a better position to respond to the due diligence inquiries as they come up." However, Barnhouse also stressed that most deals tend to move slower than the parties like. One reason for slow downs, according to Barnhouse, are consents that need to happen, for instance, consents from bankers or from landlords. Barnhouse also pointed to the fact that sometimes the acquirer is simultaneously obtaining financing. So there's a process that they need to go through to get the financing in order. All of those things, she said, have to settle in order for a deal to be completed.
Mary Wilson echoed the need for preparation and organization. She said that even small companies like hers need to be prepared for the formal process of a sale and to have the data available that describes their business. She cautioned sellers, "If you can't provide that information in your due diligence, the deal is going to be riskier and valuation could be lower, ultimately leaving money on the table. So start early in getting that discipline of documenting, measuring, and recording KPI." Another point made by Wilson is the importance of understanding what it is that the seller wants at the end of the transaction. In the sale of her company Tibersoft, it wasn't simply money that led to the choice of a buyer. According to Wilson, "We still had work to do and employees that we cared about and clients that we wanted to serve. We weren't ready to just throw it to the highest bidder. And to satisfy those needs, they chose Cultura Technologies.
What was the hardest part of the process?
For Viridiana de la Garza, what was hardest came after the process was completed: the realization that her company was sold and that it was no longer her company. She said that thought was difficult to accept.
And then there are situations when there is absolutely nothing hard about the process. That's the way it went in the sale of Hiottu to Raute Corporation, according to Satu Lapinlampi. She recalled, "It was so smooth for us. We knew Raute people and they knew us for a long time. We didn't even use an advisor of our own during the process. It was a matter of trust. We wanted them to be fair to us. And they were. We only used a lawyer at the end of the process. He read the contract and was amazed because he had never seen a contract that was written by the buyer but appeared as if it wasn't written by us. I think we only needed to change one word." But apparently there was one slight problem. Lapinlampi joked, "There was so much scanning of the contract that I got tendinitis in my elbow."
Would you do it again?
Asked if knowing what they know now, would the sellers go through the process again, they were generally positive. Mary Wilson said, "For me, for my employees, for my client, we're all in a good place. So, I couldn't be happier and I'd do it again."
Satu Lapinlampi admitted that the first year after selling her company was difficult because Raute's processes were more complicated than the processes of her much smaller company Hiottu. But after a few years, things are smoother. Despite those initial complications, Lapinlampi said she would do it again. "I'm still the CEO here, " she noted. "We have not been fully merged with Raute. And we are a small company enjoying the benefits of being part of a bigger pool."
Viridiana de la Garza also pointed to the initial difficulty of following more complicated rules when you sell to a larger company and stay on with them. However, she too feels the sale has been worth it, noting that , “For me. It’s been quite positive, both personally and professionally.“
One final piece of advice
One final piece of advice to sellers was offered by de la Garza: "Your company is your baby ‒ take good care of it. And don't forget your employees. Keep them informed."
The next WFS Symposium
The next WFS Symposium, titled "Growth & Exit Strategies: Building for Scale, Building for Sale," will be held on May 25, 2023. Get insights from private equity, VC, angels, strategic buyers, M&A advisors, and CEOs who've had a successful exit.
- M&A Market Update & 2023 Top 10 Disruptive Tech Trends
- Investors Panel: Will your strategy get funded?
- Tech Valuation Metrics: What is your company worth & how do you get it?
- Buyers Panel: Do you have what they want?
- Special presentation: Getting Your Team on Board
- Sellers Panel: Advice from CEOs who've successfully sold
For further information, see https://www.wfs.com/upcomingconferences/growth-%26-exit-strategies%3A-building-for-scale%2C-building-for-sale