How We Help Clients Stay in Control of Their Sale Process

Owners who have been through a sale often describe the same feeling. The process took on a momentum of its own, and decisions started arriving faster than they could be considered properly.

That outcome is not inevitable. Control in a transaction rests on a small number of deliberate choices about information, sequence and who is in the room, and every one of those choices belongs to the seller. Losing control is usually the result of drift rather than a single bad decision.

Control Starts With Who Knows, and When

Information is the one asset a seller can meter out. Once a customer, a competitor or a member of the management team learns that a business is for sale, that knowledge cannot be recalled, and it changes conversations the owner still needs to have.

Regulators treat this as a first-order duty rather than a courtesy. The Takeover Panel's Practice Statement 20, in the edition dated 30 April 2024, states that "Absolute secrecy before an announcement of an offer or possible offer is of vital importance", and asks to be consulted before more than six parties in total are approached about a possible offer. Those rules bind public companies rather than private ones. The thinking behind them applies with more force to an owner-managed business, where a leak reaches staff and customers directly and no announcement is available to steady the situation.

We run processes on that basis. Nothing carrying a client's name goes out before a confidentiality agreement is signed, and the owner decides who joins the list at every stage.

The Timetable Should Be Yours, Not the Buyer's

A buyer under no time pressure will take as long as suits them. A seller waiting on a single interested party has no way to apply any. Deals lose value in the gaps between meetings as much as they do in negotiation.

We set a timetable at the outset, with dates for indicative offers, management meetings and revised bids, and buyers are told what it is before they engage. A process with a published shape moves at a different pace to one without. A buyer who cannot work to a reasonable timetable is also telling you something useful about how the rest of the process would go.

Choosing Who Gets Approached

An owner is rarely indifferent about who ends up owning their business. Some buyers are competitors who should never see the numbers. Some have a record of renegotiating late. Some would be a poor home for the people who built the company.

We build the buyer list with the client, and take names off it as readily as we add them. A shorter list of genuine candidates protects confidentiality and produces better conversations than broad circulation ever does.

One Bidder Is a Conversation, Several Is a Process

The largest single determinant of a seller's negotiating position is whether a credible alternative exists. With one buyer, the terms on the table are the terms. With two, the seller sets them.

Public deals make the effect visible, because every price is announced. On 19 January 2024, Wincanton's board recommended a cash offer from CEVA Logistics at 450 pence a share. CEVA later raised that to 480 pence. GXO Logistics then entered the contest, and on 29 February 2024 the board recommended GXO's offer of 605 pence instead. That was 34% above the price the board had recommended six weeks earlier. On GXO's own figures, it was 104% above Wincanton's share price of 297 pence the day before the bidding began. The business had not changed in those six weeks. The competition had.

Private processes do not publish their numbers, but the mechanism is the same one, and it is the main reason we resist letting a sale become a bilateral negotiation with whoever approached first.

The Final Decision Is Yours, and Price Is Not the Only Test

Owners weigh things a spreadsheet does not capture: what happens to long-serving staff, whether a brand survives, whether the buyer will still be there in five years. A well-run process exists to put real options in front of the owner, so that those judgements can actually be made.

Aardman Animations is a clear example of a decision taken on the founders' own terms. On 5 November 2018 the Bristol studio's founders, Peter Lord and David Sproxton, sold 75% of their shares into a trust set up to hold them for the benefit of employees. The company's account of the transition says that "it was eventually concluded that an employee-owned structure would be the best guarantee for the long-term continued success for the studio".

Employee ownership will not suit every business, and the point here is not the structure. It is that the founders decided what should happen to the company, against criteria they had set themselves.

Summary

Control comes from metering information, owning the timetable, choosing who is approached, keeping more than one buyer engaged, and reserving the final judgement for the owner. The Wincanton sequence shows what a second bidder is worth. Aardman shows that price is not always the deciding factor.

At La Salle, we run processes rather than react to approaches. Our partner-led model means the person who sets your strategy is the person in the room for the difficult conversations. Every decision about information, buyers and timing comes back to you before it is taken.

If you have questions regarding any stage of the sales process, reach out in confidence and we'll be happy to talk you through the process.