10 STEPS. Τhe. in selling your business BUSINESS SELLING YOUR

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1 SELLING YOUR BUSINESS Τhe 10 STEPS in selling your business A chieving the right price at the right time in regard to the sale of your business requires a huge amount of listening, learning and preparation; this is our first point of differentiation. Our unique process sets the scene, our understanding of business not just sales drives the process and our genuine desire to drive your value delivers the outcome. We believe that it is the early work which makes a business saleable or not. Not putting in the work early can ultimately lead to failure and wasted time for you, for us and for the potential buyer. We won t waste anyone s time. We will do the early work. Then comes the marketing and we don t just mean the advertising, this element needs to be supported by skilled and experienced project management, experienced financial analysis, detailed business profiling and above all it needs to set a clear message for multiple audiences. This is the 2nd differentiator of Dowie International Business Advisors. After the initial background work this is the part that makes the process work. Then the market facing activity, the calls, the letters, the s, the meetings, the presentations, the explanation and the follow up. This is where the work ethic and drive kick in. This is our appetite. As we say working harder and smarter to drive your value. Then the negotiation phase is where our unique global experience sets us apart. The founder of Dowie International Business Advisors has been negotiating multi-million dollar deals all over the world and this is what we do.

2 Who Are We At Dowie International Business Advisors? After 25 years of Global Executive experience across Australia, the UK, Continental Europe, America, Asia & the Middle East, Dean Dowie has returned to Australia to establish Dowie International Business Advisors, an independent Business Brokerage & Advisory firm based out of Sydney Australia. Dean brings high end business experience and knowledge back to Australia to assist business owners to take the next step in their careers. Dowie International Business Advisors was founded to fill a void in the business brokerage market and provide Australian business owners with an advisor with; Broad based industry experience Globally recognised negotiating skills A high level of business acumen Internationally established Strategic thinking An insatiable work ethic A customer centric business focus Dowie International Business Advisors aim to lead the market in customer service by bringing a unique style to its clients supported by business acumen, customer focus & work ethic. The key characteristics of Dowie International Business Advisers that set us apart are: 1) High level of business acumen gained from 25 years as a Global Executive closing multi-million dollar deals with some of the world s largest corporations. This experience tells us that businesses come in all shapes and sizes and no 2 are the same. Every business has its own X factor and we take the time to learn your business so that we can bring out these points. 2) Detailed manner in which we apply multiple valuation methods to always come to the right value range for your business and the way in which we work this up WITH you. 3) How we involve you in every step of the process yet allow you to concentrate on driving your business as we drive the sale process for you. 4) Our extreme level of drive, energy & work ethic that ensures we never miss an opportunity for you. Selling your business is not like selling a house that is why you need a business person, not a sales person to value, market, negotiate & close the deal on your behalf. We are business people not salespeople. Our approach is unique, our experience irreplaceable & our work ethic unparalleled. More than 60% of businesses listed for sale don t sell so don t waste your time and money talk to us about how to do it right.

3 Why should I use a Business Advisor with real Business Experience to sell my business? When a business is listed for sale it competes with 1000 s of other businesses for sale. More than 60 % of businesses listed DO NOT SELL Selling a business is a major step for any business owner, its complicated, difficult, stressful, tedious & time consuming. The process can fail at multiple steps, even when you get it right. So it is important to have a business mind in your corner, not just a sales person. When a business owner sells their business without a broker the process can take up a lot of time. This takes the owner away from their main duty, generating profits. By engaging expert business advisors you can maintain focus on your business as we sell your business with you. The right business advisor will work with you to run the entire process from data preparation, to valuation, listing, marketing, fielding enquiries, negotiating & ultimately the deal closing process. The aim is to ensure that you sell your business at the right time & for the right price. Being owner & seller automatically reveals that your business is for sale. When this happens, employees, customers & financiers become nervous and competitors capitalise on the opportunity. Dowie International Business Advisors can protect the identity of your business through the process, safeguarding your business. Most business owners find it difficult to work through the negotiation process when a buyer is seeking to reduce the price of the business by picking upon foreseen weaknesses. Dowie International Business Advisors are used to these tactics and by identifying, and addressing each aspect early we can manage this appropriately. We allow you to remain at arm s length as you deploy our experts to negotiate your value. Co-ordination of the process is more than a part time job. In order to successfully sell a business a detailed program is required where as much work is done at the start as at the end. This requires the coordination of multiple parties, it can include vendors, purchasers, accountants, advisors, financiers, landlords, solicitors, guarantors etc. We stick with you throughout and we do it together. Putting a value on a business is more complex than valuing a house. Every business is different, each has variables that impact value. Valuing a business is part science, part art. No single valuation suits all businesses & all markets. Dowie International Business Advisors put in the work at the start of the process and are able to justify the value to potential purchasers and their advisors. There are many different ways to market a business for sale. Dowie International Business Advisors develop a customised marketing plan that allows you to maximize the potential buying market and sell for the right price at the right time. Negotiating YOUR best outcome is what really matters. Having studied & taught the art of negotiation across the world and armed with 25 years experience the founder of Dowie International Business Advisors oversees this aspect of each sale. As a boutique brokerage Dowie International Business Advisors aim to deliver outstanding results across every deal we close.

4 STRATEGY DEVELOPMENT INDUSTRY DYNAMICS Changes in industry dynamics causing opportunity ΙNTERNAL ASSESSMENT Current fit to industrial landscape. STRATEGY ARTICULATION What is the future strategy & who knows it really. FINANCIAL PROJECTIONS Expected financial returns in time. COMPETITIVE ASSESSMENT Competitors positions, strengths, weaknesses. RESOURCES Financial & human capability or reach. RISK / CONTINGENCY What if, what are the alternatives. STRATEGIC INITIATIVES What will the impact of actions be. So you have a great business or perhaps even just a great plan but do you have the resources to deliver it? Do you have the skills required to take it to the next level? If the answer is no then you may need a partner. At Dowie International Business Advisors we can assist to find the following. 4 Equity Partners silent or working 4 Business specialists 4 Market development experts 4 Operational expertise 4 Executive Management Perhaps the structure of your business is what is holding it up. If you require professional advice to structure your company or business in the right way with the right People then Dowie International Business Advisors may be able to help. Strategy development may be used for growth purposes or simply to get the right people in the right role. Perhaps your business is ready for a different path but you re just not sure what that may be. It could be any of the following. 4 Bring in partners 4 Refinance 4 Franchise 4 Expand markets 4 Change markets 4 Merge or acquire The answer isn t always to sell your business. Let us work with you to seek the best alternative available for you and your business.

5 MERGERS & ACQUISITIONS With 25 years of international experience the M&A arm of Dowie International Business Advisors is suitably experienced to run your larger transaction. What qualifies a transaction to be classified as an M&A? 4 If your business is generating earnings in excess of $5 million, it may be too large for a single buyer, thus alternate methods are required to sell or develop your business. Dowie International Business Advisors have an established network, to match our skills & expertise to deliver the M&A process. 4 If business growth is out pacing your capital capability, partners may be required. This may come from industry players, international entrants or investors. 4 If you are generating substantial revenues and have taken the business as far as you can but still want to see it grow to its potential then you may need a shift in structure, strategy, personnel, funding or ownership. All of these may be discovered via the M&A process. The strategy in all of these cases must be tailored, developed from deep research and must consider both your personal & business ambitions. The process takes a great deal of negotiation skill, financial acumen & business knowledge. At Dowie International Business Advisors we don t believe that it needs to be over complicated. Before you spend thousands talk to us about mapping out a strategy that works for you.

6 Our M&A process includes the following elements: R 1) Review the Business & your Options What is it that you really want or need? How do we achieve your aims? This element is about discovery & some blue sky thinking. In most cases there is more than one answer, so we work with you to establish the various horizons. Research, Analysis & Strategy 2) Research, Analysis & Strategy All buyers require documented, evidence of your company s income-generating potential. A display of past performance & future financial projections is a start. A credible overview must include an analysis of industry trends, a scan of the industrial landscape, the competitor s positions, & other influences. The future strategy of the company is imperative at the appropriate time. Valuation & Marketability 3) Valuation & of Marketability your business of your Business A key component of your business-sale strategy is the valuation. We deploy multiple methods to arrive at the appropriate value range. Whilst it is important to justify the valuation a strategic buyer may be willing to pay a premium to acquire a competitive advantage. Our experienced business professionals help you consider all the factors & arrive at the appropriate level. Setting the Strategy 4) & Setting Preparation the Strategy of Information & Preparation of Information Together we set the strategy & prepare high quality memorandums & data packs for review of potential buyers. This allows us to present your company s history & demonstrates the earning potential. The documents must present your company suitably to entities whom review sophisticated corporate documents on a regular basis. Deliver 5) Deliver the Market the Market plan, plan, Identification Identification & Approach & Approach Suitors Suitors We painstakingly identify qualified buyers before we make any approach. The timeliness of action is imperative as influencing factors may change rapidly. We assess potential buyers for the appropriate match through their business mission, culture & competitive strategies. We only approach qualified prospects. The information we prepare is vital so we protect this at all times. Negotiate the deal 6) Negotiate the Deal Each case is different, the ideal negotiating scenario begins with multiple, qualified buyers. This permits an atmosphere to maximize the sale price. It is possible to have strong negotiations with only 1 investor, this requires seasoned professionals who understand how to focus on value & outcome not price. Due Diligence 7) Due Diligence The buyer will often require a professional team to evaluate your company. Tax experts, lawyers, accountants & financiers may scrutinize your company and provide an evaluation to the buyer. Due diligence is an intense process that can surprise unprepared sellers. Well-prepared information, defensible documentation, & our help will see you through the process. Close the deal 8) Close the Deal When you and the buyer are satisfied with the deal structure, the Definitive Purchase Agreement is signed. Dowie International Business Advisors are able to assist with any further integration and or follow up after this process and the close of the deal.

7 SELLING YOUR BUSINESS 9 MISTAKES made when SELLING your business 1) Not planning ahead for the business sale Not planning in advance causes many business owners to miss their window of opportunity. It can take a long time to sell a small business and this isn t always determined by the price. Planning is key to any business sale. Collating updated records, detailed business history & sales portfolio properly at the start is key. 2) Not finding the right person to drive the sale of your business It s not just the person with the big sales tag. Find a person you can deal with. A person who has business experience, who listens and works with you, after all it is your business and they need to learn from you. A business person not just a sales person.

8 3) Thinking you don t have to prepare properly early Most people think that the work starts when we have a buyer enquiry. It is better to do the preparation early, gather the information, prepare the memorandum and present it professionally. Remember this is the first opportunity to show the prospective buyer how professional your business is and how they will value from buying it. 4) Not identifying what is unique to your business Many people feel that their business is the same as others on the market. However, each business has its own X factor or Unique Selling Point. Sometimes this factor is obvious, other times it may be hard to find. A good advisor should draw this out and market your business by building upon its X factor. Remember when you list your business for sale you compete with thousands of other similar businesses so unless you just want to be marketed by price alone it s important to find the unique element. 5) Losing sight of the business whilst trying to sell it Some businesses sell in days, others months and in some cases it can take over a year for a business to sell. This depends upon many factors not just the price. Not all business owners employ an advisor and some business owners have the ability to drive a business and sell it at the same time. However, generally business owners are too involved in their business to objectively run it one minute and sell it the next. This often results in one of 3 main problems The owner doesn t have the time to prep the sale & drive the negotiation therefore loses out on a potential sale. The owner becomes frustrated and sell for a price lower than what they could have realised The owner spends so much time trying to sell the business that profits suffer. Working with the right advisor alleviates these problems. 6) Not prepping for the buyer meeting A good advisor will work with you to prep for buyer meetings. It s not a case of rehearsing lines it about being professional, honest & confident that what you have shown is correct. This sounds easy but it requires some work. 7) Pricing the business incorrectly Setting an unjustifiable price generally leads to wasted time & no sale. Expecting a premium price for a business that generates little profit is simply not wise. Setting a price too low doesn t necessarily result in a quicker sale it just results in a lower sale price. Whilst there is a lot of science involved in valuing a business at the end of the day it is down to what the market will allow. However, by providing some science to the sales price the right price can be found & justified. 8) Failing to justify the price A correct business evaluation is not enough? This explanation of value has to be made to the potential buyer and to their advisors, financiers & associates, many of whom the business seller will not meet. Therefore it is imperative that the valuation science is right, and that the valuation is justified. The valuation should be documented in a way that will pass muster with the potential buyers, advisors, financiers & associates. Thus the information must be produced & presented in a way that meets the requirements of a vast group of people. 9) Selling with incorrect terms Not every business is sold with the full payment made on the date that is selected. Sales that have extended due diligence periods, retained payments or guarantees are not uncommon. Sometimes a better offer which may be seen as too good to refuse may in fact have more constraints and issues which render it of less value or possibly of no value at all. Business sales can fail at any stage of the process and in fact it is not uncommon for the due diligence phase to result in the failure of the sale. Therefore selection of the best offer and in some cases the best buyer may be the most important factor to consider.

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