Video is exclusive to members, sign up now to enjoy this and many other features.

Buying From Founders

Cofounder and Former Commercial Director at The Access Group

IP Interview
Published on April 8, 2020

Why is this interview interesting?

  • How to navigate tricky conversations and dynamics when trying to buy a founder's business
  • Building trust with the potential target
Executive Bio

Chris Tossell

Cofounder and Former Commercial Director at The Access Group

Chris was a co-founder of Access Group, a UK-based enterprise software company, in 1991. Chris left in 1995 and returned in 2005 during a management buyout to lead M&A with a private equity sponsor. He led over 18 acquisitions during 2005-11 and helped the business grow in 2005 from £25m revenue to over £240m in 2019. Access is owned by TA Associates and Hg Capital and is valued over £1bn in 2019.

Interview Transcript

So really, a lot of persistence is required?

Yes. You need a very good CRM database and you need to keep track of them. I have companies in my database, with dates going forward from now to a couple of years’ time. I’ve said to them, I’ll contact you in a year and let’s see how things have changed. You need a good CRM that you are going to track. I track about 2,500 companies. You’re trying to maintain some kind of contact with them, even if it’s just a, hi, how are you doing? You need to be organized.

I just want to look, in detail, at that process. So, you’ve found a company that you are really interested in. You want to make an offer. What is the biggest challenge in managing that relationship with the founder where you, effectively, want to buy their baby?

And it is their baby and you have to recognize that. You have to say all the right things. You say things to them like, I really understand that you only get to sell this business once, so you need to get the best possible deal you can. I understand that. You need to develop a really strong rapport with that individual, if you can. Get an NDA in place, a little bit of discovery of numbers, a meeting. You’re not going straight in there with an offer. It’s a process over two or three weeks, a month, maybe, where you’re just establishing whether or not you are interested, they are interested, whether you like them and all the rest of it.

Then, maybe, involving one of my other board members, to also meet with them, so they get an idea. I might invite them to go to our business and have a look round, just to get a feel of what our business is like. We’re a people business. All these things; you’ve just got to build a very strong rapport. Then the role of the person like myself is to, at least as far as the target is concerned, is to feel like an honest broker between them and the company. Again, you chat through with them what offer might be on the table and how that might be constructed. We were generally looking at doing earn-outs, because it lowers risk. We will always pay them. We did 18 acquisitions in my four years and we paid every earn-out out. Every business was done with an earn-out, barring one. There are no prizes for not paying the earn-out. If we haven’t paid the earn-out, we haven’t bought what we thought we’d bought. So it’s very important to establish that and make sure that the business was in a position to make the earn-out, with our help.

So yes, trying to establish that rapport and then discuss how you might structure that offer. Get some parameters from the board, from which you can negotiate within and then try and get it. We’ll go in with an offer. When we do, you can have a bit of a laugh and say it’s not enough and that’s fine. All I want to know is, are we anywhere near? Are we on the dance floor? If we can get on the dance floor, that’s fine. If we’re a mile out, just tell us, because if we’re a mile out, we’re not going to buy the business, as we know that the offer we are making is reasonable. There’s always room for maneuver, but if you want £10 million for your business and we’ve offered you £3 million, just tell us.

I’d also say to people, look just tell us what you want. It makes it easy. We’ll either tell you we can or we can’t. Oh no, I can’t do that; I think you should make an offer. In actual fact, when we sold the business in 2011 to private equity, we told them how much money we wanted. We didn’t want a pound more or a pound less and we got exactly that. When we sold the business in 2011, it was £50 million. In 2015, we wanted £250 million for the business, as our growth rate was five times. We said, we don’t want a pound more or a pound less. If you want to buy it for £250 million, you can talk to us. We ran a pre-acquisition process; we just let it be known, in the private equity world, because we were doing secondary deal, that we would sell the business for £250 million. Lo and behold, somebody stepped forward and said, yes, we’ll pay that. So we said, great; let’s do it. There are different ways of approaching it.

Sign up to test our content quality with a free sample of 50+ interviews

Copyright Notice

This document may not be reproduced, distributed, or transmitted in any form or by any means including resale of any part, unauthorised distribution to a third party or other electronic methods, without the prior written permission of IP 1 Ltd.

IP 1 Ltd, trading as In Practise (herein referred to as "IP") is a company registered in England and Wales and is not a registered investment advisor or broker-dealer, and is not licensed nor qualified to provide investment advice.

In Practise reserves all copyright, intellectual and other property rights in the Content. The information published in this transcript (“Content”) is for information purposes only and should not be used as the sole basis for making any investment decision. Information provided by IP is to be used as an educational tool and nothing in this Content shall be construed as an offer, recommendation or solicitation regarding any financial product, service or management of investments or securities.

© 2024 IP 1 Ltd. All rights reserved.