Who We Are Freight Mergers are specialists in the sales, Mergers and Acquisitions of companies within the global freight, logistics and transportation sector, priding ourselves on an unrivalled, expert service, specific to the industry. For over fifteen years we have established ourselves as market leaders in the freight forwarding and logistics sector. We have built this organically, on reputation for delivering results and Freight Mergers is now a name synonymous with sector expertise, confidentiality and proven results within the industry. At a Glance \tFreight forwarding and logistics sector specialist \tOver 75 years’ combined experience within the industry \tAccess to all the current, leading industry buyers and sellers \tDatabase of contacts built up over fifteen years The Buy-side Process \tExpressing interest \tRespond to teaser document \tExchange information including I.M. (Information Memorandum) and accounts and submit any questions to seller \tAnswer any seller questions and qualify funding/interest \tMeeting the company \tArrange and attend an initial meeting \tIntroduce senior management and key staff \tFormulate and submit a letter of intent / non-binding offer / heads of terms \tOffer finalisation \tReview financials / pre-due diligence and detailed information requests \tAgreeing a valuation in principle; additional meetings if necessary \tHeads of terms submitted \tDeal completion \tDue diligence \tContract writing / solicitors; purchase agreement \tTUPE (Transfer of Undertakings (Protection of Employment)) transfer of employment contracts and other operational tasks \tCompletion and exchange of funds The Pathway to a Successful Acquisition It is estimated that less than 10% of freight and logistics companies in the UK are for sale at any one time which confirms why so many profitable acquirers centre their effort on proactive acquisitions. By targeting ‘off-market’ companies as well as ‘for sale’ companies, the acquirer increases the number of possible targets from 10% to 100%. They avoid the competitive auction process, reducing the number of potential acquirers from many, to just one. During a project, they normally generate several potential companies to acquire, increasing the probability of finding the right match strategically. What is the best way to successfully identify and approach companies that are not for sale and convert them to sellers? Based on our experience, the following has proven successful: A clear Strategy Acquiring a business is one of many ways to achieve a specific growth plan. Motives behind the acquisition could be to break into a new sector, increase profit levels, the diversification of services (Road Haulage, Air Freight, Ocean Freight etc.), geographical diversification, to name just a few. Top acquirers will put much thought, time and effort into planning the strategy, the end goal and how to quickly achieve this through acquisition. Choosing your project team Planning who will be involved in the process is key. Acquisitions require collaboration and teamwork, skill and commitment from the right people at the right time. Successful buyers have a strong team of internal and external resources including sales, finance, marketing and operations. There are two imperative areas of the proactive process: 1: The ability to identify and effectively make contact with the right person in the correct market, in the right way. 2: The ability and resources to handle the multiple responses at this important stage of the process. A necessary element of a successful project team is finding experienced, specialist external advisors. Even seasoned acquirers often expand their internal team with outside experts so they can reach a larger number of potential opportunities. This may include an M&A firm, legal resources, and integration and business advisors. Exceptional external team players have the ability to work proactively, deal with any issues that may arise, and work well as a third party to negotiate the best possible deal. Outside the box thinking One common misconception is that acquirers believe that they already know all of the potential targets that need to be approached. A survey recently found that nearly half of buy-side clients acquired a business they had never known existed previously to working with an advisor. This shows that a more far-reaching approach will generate opportunities that match the criteria of the company’s strategy. Communicate your suitability as the acquirer A business owner may be approached many times in the company’s lifetime, when contacting a business that is not for sale, it is essential to differentiate yourself, your interest and your motives as the best buyer for the business. It is a two-way street, highlight the mutual benefits of a future relationship confirming that you are a highly motivated and serious buyer with a clear strategic direction. Research The approach needs to be specific to each and every potential seller. Researching the companies that match the criteria and any discussions with the owner should be customised for that specific business and outline the strategic rationale for the approach. Read recent news articles and press releases, this adds instant credibility and positions you as a serious and sincere acquirer. The introduction Making an approach confidentially through a third party can open more doors. The goal of the initial conversation is not to find out whether the company is for sale as most business owners will naturally put up their defences and state that the company is not for sale. The goal is to talk to owners about their strategy and plans and establish a meaningful connection. This needs to be a sincere interest in helping the owners succeed in their goals, fully comprehending their objectives, motivations and timeline. Once this is clear, a creative plan to reach these goals is put into place, designing a flexible structure to meet these objectives. The most successful acquirers keep an open mind to deal structure and have the ability to find solutions to problems. Summarised comments One of the best ways to purchase the right company is to truly know all of your options. A proactive approach allows acquirers to significantly increase the number of ‘exact/match’ companies available, leading to more choice and successful acquisitions. This is made possible by researching and approaching the ideal companies in a thoughtful way, explaining your strengths, and creating opportunities that may not be otherwise available. Proactive acquirers will manage to uncover multiple unique and new opportunities leading to successful and profitable acquisitions. How to value your Company Freight Mergers are seeing an average valuation based on 3–5x adjusted EBITDA for freight forwarders and logistics companies in the current market. There are a number of key factors which we find that affect overall valuations and they are as follows: • Quality of the customer base: spread of clients / percentage of turnover and gross profit • Opportunity for profitable growth • Sustainability of earnings / quality of profits • Skills of the management and staff • Succession plan in place following the owner’s exit • Ease of integration and synergy with the buyer • Proven track record: history of profits, previous growth and winning new business • Positive balance sheet / working capital and cash reserves Formula Agreed adjusted EBITDA £ x agreed multiple (3x-5x) + net balance sheet value + additional assets Total estimated value The Sell-side process \tDesktop review \tObtain information about your business, including accounts \tArrange an initial, exploratory meeting to discuss all aspects of what you are trying to achieve with your exit strategy and how best to proceed \tProvide an approximate valuation range and agree on how to conduct the sale and terms of business \tMarketing the opportunity \tPrepare marketing material including a teaser and information memorandum \tMarket the opportunity to our current buyers and contacts \tMarket the opportunity to a wider audience via online, print and telephone campaigns \tCollate a shortlist of interested parties for review and approval \tBuyer meetings \tWe usually get between twenty and fifty initial expressions of interest and we recommend that this be narrowed down to approximately ten buyers with whom to meet \tArrange a first meeting with the buyer to introduce both companies and meet with the senior management team(s) \tAdditional information requested \tOffer submission \tLetter of intent (first or indication offer) submitted \tAdditional meetings if necessary \tNegotiation of offer structure including valuation, payment terms and earn out \tHeads of terms \tDeal completion \tDue diligence \tContract writing / solicitors – purchase agreement \tTUPE transfer of employment contracts \tCompletion and exchange of funds The M&A Schedule \tImmediate Appointment of Senior M&A Advisor to lead the project and be your point of contact throughout terms signed, seller registration and invoice paid. \tWeek 1 Collate buyer questions for the seller to answer. \tWeeks 1-4 Present the seller with a list of buyers who are interested in meeting. \tMonth 2-3 Arrange a set of second-round meetings with between three and five buyers (The broker should have an indication of where their bid will be by this point) \tMonth 3-4 Meet and discuss buyers and bids and work on negotiating the price and terms of a deal to suit both parties. \tMonth 4-5 Select the favourite buyer and arrange LOI (letter of Intent) and contract to be sent for review. \tMonth 5-6 Acceptance or negotiation of terms; due diligence. \tMonth 6-9 Exchange of money and commencement of transfer. To get the ball rolling, please don’t hesitate to call the team on +44 (0)1454 275 933 or email me at email@example.com and I’ll be happy to help or pass your message on to the appropriate member of the team.