Startup Acquisition Process: Guide for Founders
If your startup is being acquired by another company, you’re about to start a complex process of due diligence, valuation, negotiation, and closing a deal.
There are a lot of moving parts that you’ll need to manage, and all of them can significantly change the outcome of a startup acquisition. Let’s look at some key considerations and best practices for startups that are being acquired. In our experience (and we have a lot) – startups that succeed in getting acquired are much more likely to run a tight process.
Kruze Consulting clients are twice as likely to be acquired as the average startup, according to data from Carta.
Our clients are also much more likely to have raised subsequent rounds of capital!
Get ready for scrutiny – due diligence
As the target of an acquisition, your startup will face intense scrutiny during the due diligence process. Your first step should be organizing and reviewing key documents, including:
- Financial statements and projections
- Legal and regulatory compliance records
- Intellectual property documentation
- Customer and vendor contracts
- Employee agreements and stock option plans
- Technology infrastructure details
Anticipate potential issues
Don’t just wait for the acquiring company to uncover any problems. Conduct an internal audit to identify and address potential red flags before your acquirer discovers them. If you can resolve the issues, great! But even if you can’t, disclosing any problems will build trust with your acquirer. Common areas of concern include:
- Financial irregularities
- Legal disputes or compliance issues
- Intellectual property ownership questions
- Customer concentration risks
- Key employee retention concerns
Being proactive in addressing any issues can help maintain trust and momentum during the deal process.
Manage the acquisition process efficiently
To effectively manage the due diligence process, designate a point person to coordinate diligence requests and responses. Once you’ve designated a diligence lead, you should assemble a due diligence team, including key executives and external advisors, to coordinate responses, prioritize requests, and maintain consistency in the information you provide. You should make sure you engage experienced M&A advisors, such as lawyers that specialize in M&A, who can:
- Help manage this complex process
- Provide insights on market trends and acquirer motivations
- Assist with negotiation and deal structuring
You should collect all relevant documentation in a secure virtual data room, so both your team and potential acquirers can easily access the information, but access is controlled to protect your sensitive documentation. Most due diligence processes require the same basic information, so you can proactively begin preparing comprehensive information packages on key areas (we provide downloadable due diligence checklists that can help you anticipate possible information requests).
Startup Valuation Methods for Acquisition
Your startup’s valuation obviously matters a lot in an acquisition process, and you and acquirers may have different views on what your company is worth.
We’ve worked with some companies that were acquired for a fraction of what VCs valued them, and others where the purchase price was many, many times what the most recent venture round was.
It’s a good idea to familiarize yourself with common valuation methods used in startup acquisitions. Some methods include:
- Discounted cash flow (DCF) analysis. This valuation method estimates your company’s future cash flows and discounts them back to their present value. That lets the acquirer assess your company’s value based on its expected financial performance.
- Comparable company analysis. This estimates the value of your company by comparing it to similar public companies using key financial metrics and multiples. Valuation multiples like enterprise value to revenue (EV/Revenue) and enterprise value to earnings before interest, taxes, depreciation, and amortization (EV/EBITDA) are used to help set a valuation range. For startups, revenue multiples are preferred over earnings multiples, since many startups aren’t yet profitable.
- Precedent transactions analysis. By examining the prices paid for similar companies in recent acquisitions, this method can be used to set a value on a company. Again, revenue multiples from similar companies are calculated and applied to the target startup’s revenue to reach a valuation.
- Cost to duplicate approach. This method estimates the cost of recreating the startup from scratch, including all the physical and intellectual assets.
There are other valuation methods, and we have an in-depth review of other methods. Each one has its strengths and limitations. An acquirer will probably use a combination of approaches.
Prepare your own valuation and get your investors on board
It’s usually a good idea to develop your own valuation before you start meeting with potential acquirers. For starters, you really need to have an objective idea of what your company is worth. Plus, having a well-supported valuation will strengthen your position in negotiations. Work with a certified valuation provider to develop a valuation of your startup. Consider factors such as:
- Historical and projected financial performance
- Market size and growth potential
- Competitive positioning
- Intellectual property and technology assets
- Team expertise and track record
Beyond financial metrics, consider the strategic value your startup brings to potential acquirers. This might include:
- Access to new markets or customer segments
- Complementary technologies or products
- Cost synergies or operational efficiencies
Highlighting these strategic benefits can potentially justify a higher valuation and get you a better sale price.
Founders who take the time to get a feel for what their investors are willing to exit for will usually find that the process is a lot easier. Getting the board on board ahead of time, and getting their buy-in at a range of what the company may sell for, will make approvals more likely. While it doesn’t happen all that much, we have seen investors (i.e. the board) vote against an exit when they thought that the purchase price was too low.
Be prepared for negotiations
Your negotiations should focus on the most critical aspects of the deal, which typically include:
- Valuation (see above)
- Payment structure (cash, stock, or earn-outs – which ties a portion of the company’s purchase price to meeting specific performance targets after the deal closes)
- Retention of key employees
- Treatment of existing stock options and equity
- Representations and warranties
- Indemnification provisions
- Non-compete agreements
You should prioritize these key issues and be prepared to make trade-offs on less critical points.
Leverage multiple bidders
If possible, you should engage with multiple potential acquirers simultaneously. Competition can potentially lead to better terms. However, you need to manage these conversations carefully to maintain credibility and avoid burning bridges. Running a broad acquisition process with multiple parties allows you to:
- Control the pace of the process
- Create competition for the sale
- Maintain options if one falls through
If you do engage with multiple potential acquirers, you must maintain confidentiality among all the parties involved, both to preserve the competitive nature of the process and to prevent acquirers from working together or adjusting their bids based on other offers you receive.
Consider non-financial terms
While valuation is certainly important, don’t overlook other terms that can significantly impact your deal’s outcome. These terms could include:
- Post-acquisition roles for founders and key employees
- Autonomy and decision-making authority
- Resource commitments for product development or market expansion
- Protection for existing employees
These factors can be important for the long-term success of your team and technology. And it’s always a good idea to provide your employees with the best opportunities you can after an acquisition – a good reputation is an asset if you decide to launch another startup.
Understand common deal structures
Familiarize yourself with common deal structures in startup acquisitions:
- Asset purchase. The acquirer buys specific assets and liabilities of your company. A specific type of asset purchase is an acqui-hire, where the acquirer is paying to acquire your employees.
- Stock purchase. The acquirer buys all outstanding shares of your company.
- Merger. Your company is combined with the acquirer or a subsidiary.
Each structure has different legal, tax, and practical implications.
Consider the payment structure
Evaluate different payment structures and their implications:
- All-cash deals provide immediate liquidity but may limit any upside potential if your startup and the acquiring company do well.
- Stock deals align your interests with the acquirer’s future performance.
- Earn-outs can bridge valuation gaps but introduce future uncertainty. If your startup doesn’t hit the required performance targets, you may not be able to collect any additional compensation.
The optimal payment structure often depends on your specific circumstances and risk tolerance.
Think about taxes!
We’re an accounting firm, so taxes are always on our minds. As you negotiate a deal and move toward closing the sale, work with your tax advisors to understand the tax consequences of different deal structures. Before you sign, you should consider::
- Capital gains treatment for founders and investors
- QSBS
- Tax-free reorganization possibilities
- International tax implications for cross-border deals
It’s an important step – proper tax planning can significantly impact how much you earn from the acquisition.
Create an acquisition plan – and follow it
Navigating due diligence, valuation, negotiations, and deal structure in an acquisition process requires careful preparation, strategic thinking, and expert guidance. By developing a solid plan, you increase your chances of achieving a favorable outcome that aligns with your goals, and maximizes value for all your stakeholders.
Remember that each acquisition is unique, and be prepared to adapt your approach as circumstances change. But always keep your long-term objectives in mind.
NOTE: All parties to any financing agreement should consult with their legal counsel and accounting advisors for specific due diligence requirements related to their individual circumstances, investing goals, and business requirements.
