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Mergers&Acquisitions Headford Mergers & Acquisitions M&A for the global freight industry

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M&A Mergers&Acquisitions

Headford Mergers &

Acquisitions

M&A for the global freight industry

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About Headford Office locations Meet the team

Core values About M&A in freight

Market activity The buying processThe selling process

Case study oneCase study two

Appointing Headford The right time to sell

The M&A schedule Valuing your business

Finding and selecting buyers Structuring a deal

Our terms of business What’s next?

Buyers mandates Buyer mandate terms

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Headford Strategic Growth combines executive search and mergers & acquisitions.

Headford is a management consultancy that has been set up with the primary objective of assisting company owners, either to facilitate their growth plans or to ensure a successful company sale.

Mergers and AcquisitionsHeadford are specialists in the sales, mergers and acquisitions of companies within the global freight and logistics market, priding ourselves on an unrivalled, industry-specific service.

For over ten years we have established ourselves as market leaders in the freight forwarding and logistics sector. We have built this organically on a reputation for delivering results and Headford is now a name synonymous with quality within the industry.

From the head office in Bristol we operate a global service, working with some of the most renowned names in the industry. From SMEs to publicly listed companies and anything in between, Headford provide structured exit strategy management and acquisition target sourcing with the utmost attention to detail.

At a glance• Freight forwarding and logistics

sector specialist• Over 75 years’ combined experience

within the industry• Access to all the current, leading

industry buyers and sellers• Database of contacts built

up over 10 years• Meeting facilities worldwide

About Headford Strategic Growth

London Heathrow+44 (0)845 00 00 007

Manchester+44 (0)845 00 00 007

New York+1 (646) 568 7684

Chicago+1 (312) 612 0950

Head office, Bristol8 Apex Court, Almondsbury Business Park, Bristol BS32 4JT

T +44 (0)845 00 00 007

E [email protected]

W www.headfordgroup.com

Office locations

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James HughesSenior M&A Advisor

Craig Headford MIRPManaging Director

Charlie Brock WatsonNew Business Advisor

Chris TissierMarketing Manager

David RobertsNew Business Advisor

Jack LonnenSenior M&A Advisor

Meet the team

Core values

At Headford, how we conduct business is of paramount importance. Our values are ingrained in every aspect of our working ethos.

A clear understandingAs specialists in the freight forwarding and logistics sector, Headford have a clear and precise understanding of exactly what each of our clients do, both buy-side and sell-side. We take time to establish exactly what sellers want to achieve from their exit strategy and how to put the pieces together. By the same token we also have an in-depth understanding of buyers’ acquisition and growth strategies.

IntegrityThroughout the process we will work with you to ensure that everything runs as smoothly as possible. As with any partnership, 100% honesty and trust are crucial to its success. We conduct our clients’ exit strategies with the utmost attention to detail, ensuring that every need is met along the way.

Experience The team at Headford has many years of experience when it comes to selling freight forwarding and logistics companies. This allows us to provide you with the necessary niche buyers and expertise required to achieve maximum value.

SpecialismHeadford work exclusively with companies within the freight forwarding and logistics sector. In short this means we have the industry knowledge and experience required to do the best possible job. Our primary focus and ethos isn’t diluted by work on other industries and as such we provide an unprecedented level of service.

ConfidentialityWe understand that the task of finding buyers for your company is one that requires an incredible level of confidentiality. Contracted business is actually quite rare within the freight forwarding and logistics industry so a tentative and calculated approach is paramount. This confidentiality lies at the heart of our ethos.

AdaptabilityIn M&A issues can and do arise. We have the experience, industry knowledge and the creative approach to address these head on and find solutions. Headford put the additional effort in to ensure that we have the best chance of securing the deal you want.

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‘The industry has seen some of the highest deal numbers in recent months, SME’s and large corporations alike.’

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Headford deal examples 2015

Headford have completed a number of transactions over the last twelve months. Here are a few examples of deals which are either completed or subject to contract.

Deal Ref. Date Business activities Multiple

88373 Feb ‘15 Ocean freight 4x

06461 May ‘15 Exports 4x

07226 Jun ‘15 Air and niche cargos 5x

06156 Jun ‘15 Ocean freight 3.5x

Discreet sale Jul ‘15 General freight 7x

06474 Sep ‘15 EU trailer haulage 6.1x

Latest developments

The freight and logistics industry has experienced a recent increase in M&A activity, in particular over the last twelve months. The industry has seen some of the highest deal numbers in recent months, SME’s and large corporations alike.

An increased desire from both buyers and sellers to complete deals, along with a better economy, were factors in this growth. Ultimately a transaction is entered into by two parties: the buyer is able to finance a deal and the seller intends to pass their company on. The improved economy now means that buyers are better financed and as a result have more confidence in making acquisitions, and they are able to commit to the true value of a target company.

This increased confidence has a domino effect with more buyers prepared to pay a reasonable price for acquisitions; the owners looking to sell are more willing to do so as they feel the sale is worthwhile.

Market drivers

Entrepreneurial relief (ER)With the re-election of a Conservative government—and one without the backing of the Lib Dems—we expect to see the continuance of ER at its current level for at least the next five years. Margaret Hodge, the Labour chair of the parliamentary Public Accounts Committee, had made comments in regards to a change in ER, potentially scrapping it altogether, which of course will not now come to fruition.

RecessionThe recession is over and fears of a double dip were dispelled in 2010. GDP exceeded its pre-recession peak by Q3 2013 so many companies which were suffering now have a solid three years of accounts. A large number of M&A deals are based on the previous three years EBITDA figures and so, with offer values increasing, the frequency of completed deals has risen accordingly.

Buying powerHeadford are seeing more and more companies begin to look at acquisitions for the first time as a result of increased performance, healthier balance sheets and retained cash. If financially viable, acquisition is a brilliant alternative to recruitment when looking to secure new business and this has seen a flourish of buyers coming to the market adding in excess of one hundred and fifty to our registered list in 2014 alone.

In terms of general M&A activity on a global scale, there have been a number of deals completed recently within the industry which include some very large transactions. We find the larger deals being entered into to be a reflection of a buoyant M&A market with much smaller companies following suit and completing acquisitions of their own.

• Announced in February earlier this year APL Logistics, previously owned by Neptune Orient Lines (NOL), was sold to Kintetsu World Express for a total of $1.2bn, equivalent to fifteen-times EBITDA, a 50% market premium on the average 9.8 times for ‘precedent logistics acquisitions’.

• US private equity firm Greenbriar bought an undisclosed equity stake in SEKO Logistics. Whilst not for sale, SEKO did want to do an IPO to accelerate to the next level with investment.

• Norbert Dentressangle has officially been purchased by XPO Logistics. The deal to acquire 67% of the business from the Norbert family has gone through less than six weeks after an unsolicited €3.24bn (£2.3bn) bid was made by the US firm for the business.

About Mergers & Acquisitions in freight and logistics

Market activity

M&A

Mergers&Acquisitions

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‘Being able to predict and manage the potential issues within a transaction is imperative.’

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Expressing interest• Respond to teaser document• Exchange information including I.M. (information memorandum) and accounts

and submit any questions to seller• Answer any seller questions and qualify funding/interest

Meeting the company• Arrange and attend an initial meeting• Introduce senior management and key staff• Formulate and submit a letter of intent / non-binding offer / heads of terms

Offer finalisation• Review financials / pre-due diligence and detailed information requests• Agreeing a valuation in principle; additional meetings if necessary• Heads of terms submitted

Deal completion• Due diligence• Contract writing / solicitors; purchase agreement• TUPE (Transfer of Undertakings (Protection of Employment))

transfer of employment contracts and other operational tasks• Completion and exchange of funds

Desktop review• Obtain information about your business including accounts• Arrange an initial, exploratory meeting to discuss all aspects of what you are trying

to achieve with your exit strategy and how best to proceed• Provide an approximate valuation range and agree on how to conduct the sale

and terms of business

Marketing the opportunity• Prepare marketing material including a teaser and an I.M.• Market the opportunity to our current buyers and contacts• Market the opportunity to a wider audience via online, print and telephone campaigns• Collate a shortlist of interested parties for review and approval

Offer submission• Letter of intent (first or indication offer) submitted• Additional meetings if necessary• Negotiation of offer structure including valuation, payment terms and earn out• Heads of terms

Buyer meetings• We 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• Arrange a first meeting with the buyer to introduce both companies and meet with

the senior management team(s)• Additional information requested

Deal completion• Due diligence• Contract writing / solicitors – purchase agreement• TUPE transfer of employment contracts• Completion and exchange of funds

The buying process

The selling process

We represent the seller throughout and we find that this provides a great deal of assistance in keeping everything on track to ensure a smooth process. The steps shown form a framework which maintains focus during key stages, from arranging

initial meetings to negotiating purchase agreements. Due to the complexity and the plethora of potential stumbling blocks with any deal, a firm set of steps is imperative to ensuring success.

This level of continuity and consistency also gives Headford an increased level of experience as we see more and more deals follow the steps detailed. Being able to predict and manage the potential issues within a transaction is imperative.

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Desktop review

Desktop review

Marketing the opportunity

Marketing the opportunity

Buyer meetings

Buyer meetings

Offer submission

Offer submission

Deal completion

Deal completion

Desktop reviewTurnover £13.6m, Profit £412k. Two equal shareholders 50/50 directors. One wishing to exit immediately, the other wishing to stay on under the new owners with a Manager/Director role.

DetailsTurnover £6.14m, profit £132k one majority shareholder wishing to exit or retire. The other three make up a strong management team staying on under new ownership and relinquishing their shares.

Marketing the opportunityRegistered buyer list contacted, FBJ article, website feature and researched the open market. Shortlist of fifty-three initial expressions of interest.

DetailsRegistered buyer list contacted, FBJ article, website feature. Shortlist of forty-three initial expressions of interest.

Buyer meetingsInformation memorandum and accounts released to sixteen buyers – opportunity pitched and discussed with each. Four buyer/seller meetings took place.

DetailsInformation memorandum and accounts released to fourteen buyers – opportunity pitched and discussed with each. Six buyer/seller meetings took place.

Offer submissionTwo full offers and two indication offers.

DetailsOne full offer and four indication offers.

CompletionOne final offer accepted.

DetailsOne final offer accepted.

Added valueMeetings and desktop review helped identify what level of marketing would be required, the role of both shareholders post acquisition and preferred sale method. An expected valuation of £2.06m was suggested based on market conditions.

Added valueReview identified high turnover to comparably low profits meant opportunity represented a reasonably priced acquisition for a large amount of quality business. Very good name in the industry a predominant selling point.

Added valueOur extensive marketing schedule ensured a wide range of initial prospective buyers allowing the shareholders to pick exactly who they wished to open discussions with. Our credit check and qualification process ensured these buyers were suitable.

Added valueCreated specific list excluding key competitors and buyers who were initially declined. Majority shareholder made decision to sell/retire without other shareholder as unsure of what would pan out so marketing carried out with utmost discretion.

Added valueA firm direction when conducting buyer/seller meetings along with a justified expectation of sale value and structure ensured that there was no time wasted meeting with unsuitable buyers.

Added valueThe business activities are quite specialised so a shortlist of interested parties put together using our industry knowledge. Specific, mode-related qualification was carried out for each buyer prior to disclosing the information memorandum.

Added valueExtensive negotiations during offer (overall price, payment structure, individual terms) ensure that the shareholders achieved a deal they were happy with that catered to both individual and separate requirements. Value was 20% more than initially indicated.

Added valueIndication offers were required before the meeting and were declined outright as the shareholder was very definite in terms of minimum sale price. Negotiation process utilised to remove timewasters.

Added valueAfter the offer was accepted, as issues arose with due diligence requirements, purchase agreements and employment contracts, Headford acting as a mediator ensured they were resolved quickly and without tension. This made sure the deal would be successful for all parties post-acquisition.

Added valueIndication offer acceptable so group CEO flown in to conduct second meeting in order to fully appraise acquisition and to sign off final offer. Chasing and negotiation to ensure timely completion of due diligence and purchase agreement.

Case study one

Case study two

Ocean freight forwarder, commoditiesExpectation£2.06m

OutcomeGoodwill sale valuing the business at £2.56m (4x adjusted net profit). 19.5% increase on expectation.

OutcomeGoodwill sale valuing the business at £1,000,000 (6.1x adjusted net profit). 33.3% increase on expectation.

European road freight, haulageExpectation£750k

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‘Headford work exclusively within the freight and logistics sector, so our expertise is not diluted...’

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Why choose Headford?When it comes to employing someone to do a job for you the important things to consider are industry knowledge, experience and peace of mind. It is important that the company you have entrusted with that job knows what they are doing.

Headford work exclusively within the freight and logistics sector, so our expertise is not diluted in the same way as general M&A consultancies. With a combined total of over 75 years’ freight and logistics industry experience within the group and an unparalleled knowledge of the industry, Headford are the market leader in M&A within the global freight and logistics sector.

Industry contactsHeadford have spent over ten years working with freight forwarders and logistics providers across the UK and globally to assist with their growth plans. Over this time we have built up a database of contacts with which other M&A consultancies are simply unable to compete. We have access to more than six-hundred live, registered buyers.

MarketingOur marketing strategy is second to none, ensuring that only the right people are made aware of the proposed sale and in the right way. Confidentiality and discretion are paramount during this period.

Personal serviceUnlike generic M&A consultancies, Headford are able to assign a Senior M&A Advisor to manage your exit strategy. With this personal service we ensure that the same point of contact will be present for meetings, consultancy and structure to whatever level you require throughout the process. We understand that this is the most important transaction for a company owner and needs to be handled as such.

Increased deal conversionThe general rule of thumb within global M&A is that only 20% of deals are actually completed. There is an infinite number of potential issues within any single transaction and they differ from company to company. Through experience and industry knowledge Headford know exactly what is required to overcome these stumbling blocks, adapt to new problems, and find creative solutions to ensure that the sale of a company meets the owners’ exacting standards.

Business modelOur industry exclusivity provides an edge within the M&A market which is quite simply unmatched. No other M&A consultancy has a direct line to the globe’s largest freight forwarders. In addition to a registered buyers list in excess of six-hundred companies, we have a global database with thousands of relevant industry contacts.

Headford are able to collate a shortlist of interested parties, usually anywhere between twenty and fifty strong, within the space of just a couple of weeks.

The right time to plan your exit strategy is all down to your own personal and business circumstances.

It is important, however, to understand the value of your business to others, not just to yourself.

Of course, the best time for you may not be the best time overall and we believe it is imperative to take advantage when the market is in your favour. The following seven reasons show why there has never been a better time to sell your business.

1. The Government’s actionsThe new Conservative government have previously taken certain steps in order to reduce the budget deficit. The clarification of corporate tax policy has created a better stage for M&A activity as it is seen to provide greater stability for businesses.

2. Buyers looking to diversifyBuyers have recently been acquiring businesses from other sectors in order to diversify, especially over the last two years. This is also apparent within the freight and logistics sector, with shipping lines looking to provide air freight services, companies starting new divisions in new verticals and bolt-on business with new services that complement their own.

3. Strategic acquirersDue to the current climate, buyers are looking to strategically invest in companies that show valid opportunities to increase market share. These types of transactions are seeing an increase above the current market level of multiples.

4. Wealthy companiesLarge numbers of cash-rich companies that have experienced recent success, retaining profits during the recession, have funds to invest in new acquisitions. Many have acquisition budgets already in place to fund new projects, which creates a sellers’ market.

5. Overseas buyersThe current weakness of sterling and the decrease in interest rates has resulted in assets within the UK being acquired by international buyers. At Headford we have seen an increased demand for the acquisition of UK-based companies, particularly from the US and Europe.

6. Minimised taxation (Entrepreneurial Relief)A key reason why business owners are looking to sell is Entrepreneurial Relief. Sellers are now only being taxed 10% of any proceeds up to £10m, compared with the 40% rate seen in previous years. With the Conservative government being elected for another term we expect this to remain at current levels.

7. Deal scarcityA decrease in larger deals means that the more sizeable companies have moved focus to the mid-market. Companies that show strong financial performance have gained an increase in interest from many of our clients and other business owners. Now is the time to gain maximum value for your company.

Appointing Headford as your adviser

The right time to

sell your company

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ImmediateAppointment of Senior M&A Advisor to lead the project and be your point of contact throughout terms signed, seller registration and invoice paid

Within 24 hoursProvide you with a draft teaser document for your approval

Within 48 hoursRelease the approved teaser document to five-hundred trade buyers

Weeks 1–4 Present you with a list of buyers who are interested in meeting you

Month 2–3Arrange a set of second-round meetings with between three and five buyers (we should have an indication of where their bid will be by this point)

Month 4–5Select the favourite buyer and arrange LOI and contract to be sent for review

Week 1 Collate buyer questions for you to advise on

Month 1–2Agree with you a period of two weeks during which you would be available to meet with a selection of buyers

Month 3–4Meet and discuss buyers and bids and work on negotiating the price and terms of a deal to suit you

Month 5–6Acceptance or negotiation of terms; due diligence

Month 6–9Exchange of money and commencement of transfer

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5

6

7

89

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Your appointed Advisor will also utilise Headford’s marketing and telesales team throughout the process. This is all done on a confidential basis by highly trained and experienced M&A professionals.

Average timescales: an approximation of the stages of the process.

OverviewThe graph below provides a visual representation of the various different stages throughout the selling process in terms of how long each stage will take. Every transaction is different and whilst we do our best to stick to the timescales outlined (which from experience are fairly accurate) all are subject to change.

Some stages will overlap but the general rule is that certain processes need to be completed in order to progress with completing the transaction. A senior adviser will be able to discuss what’s involved in the entire process.

The M&A schedule

Accountants are usually the first port of call when owners wish to get an idea of the value of their company.

Whilst this may employ many technical methods of valuation the reality is that a company is only worth what the market is prepared to pay for it. Different buyers will value a target company in all manner of different ways and no two offers will be the same. This creates competition which Headford utilises to maximise the price achieved.

Headford are seeing an average valuation based on 4–6x adjusted EBITDA for freight forwarders and logistics companies in the current market. There are a number of key factors which we find affect overall valuations and they are as follows:

• Quality of the customer base – spread of clients / percentage of turnover/GP

• 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

There is no strict rule when it comes to how a buyer values a business or how they structure an offer but the following formula is a good indication:

FormulaAgreed adjusted EBITDA £ x agreed multiple + net balance sheet value + additional assets = Total estimated value

Ultimately a company is worth what the market is prepared to pay for it.

Valuing your

business

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‘Buyers are researched in terms of their relevance to the opportunity, appetite for the acquisition and financial position.’

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In order to source a range of genuine, relevant buyers there is no substitute for the niche industry specialism Headford are able to provide.

Working exclusively within the freight forwarding & logistics sector we have unparalleled knowledge of the market and are in the best possible position to find buyers for your company.

Our comprehensive client list and contact database utilised within our marketing process generates potential targets through a combination of the following:

• Desktop review• Sector expertise• Discrete enquiries to our

vast network of contacts• Market news

Buyers are researched in terms of their relevance to the opportunity, appetite for the acquisition and financial position. Buyers are sourced from these categories:

• Strategic buyer• Direct competitor• Overseas investor• MBO or MBI• Private individual

Direct competitor• Understand the vertical or mode handled• Easy to identify• Increased synergies with agents,

shipments, trade routes, etc.• Confidentiality is key Strategic/synergistic buyer• Confidentiality still of importance• Potential for complementary synergies• Management capability is more important• Matching corporate culture

Overseas buyer• Fewer preconceptions of seller• Legal/cultural issues• No UK presence; cross sale • Currency exchange rates

between countries MBO or MBI• Maintains confidentiality;

no marketing requirement• Requires strong, well-funded

management team• External funding issues• Reporting and controls post-acquisition

Private equity / venture capitalist• Usually beneficial to non-retirement sales• Capital for growth; remove risk• Management team to remain• Normally look at companies with

EBITDA of £2m or more Private individual• No company infrastructure

to provide synergy• Personal guarantees required• Quick decisions with little to no red tape• Strategic input

There is a variety of different ways to structure a company acquisition and no two M&A deals will be the same. Here are a few examples of the different deal structures we tend to see.

Earn outsThis is by far the most common deal structure we see within the freight industry. The majority of freight business is non-contractual and is reliant on the service provided by that company and its staff, in addition to rates and prices. As a result there is an increased risk when acquiring a company within this sector, which is reflected in an increased desire to retain the owner(s) for a period of time before they leave completely. The most effective way of balancing this is through a deal consisting of an initial percentage paid up front followed by scheduled (usually performance-related) payments over an agreed number of months or years.

Deferred paymentsSimilar to an earn out structure, deferred payments are paid out again over an agreed number of months or years. However, unlike payments linked with the performance of a company (usually the bottom line profit figure) they are predetermined amounts paid on a deferred basis. Deferred payments are often financed via a loan or are paid out of future profits of the acquired company.

Elevator dealsThese types of deals are more relevant to owners looking to stay within the business after it is sold, cashing in some of the current value of the business whilst retaining a level of equity. Such deals provide a vehicle for expanding future growth prospects through increased funding, larger networks, and more buying power. This is often suitable for businesses during the early stages of growth, younger sellers, entrepreneurs and enterprises.

CashEssentially this is a deal with the full purchase price being paid on completion. This allows the seller to leave immediately and hand full control over to the buyer. A good option when retiring but one which is very rarely, if ever, seen within the freight industry.

MergersThis is a deal where two or more companies combine to form a new, separate entity in which there is usually an equity split between the relative owners. Mergers can sometimes simply occur with two or more companies bringing their business together with one ‘acquiring’ the other but with both or all parties’ owners staying on.

Finding and selecting buyers

Selecting buyers

Structuring a deal

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As you can imagine it’s a huge task and we do our utmost to allow you to focus on your own EBITDA to achieve maximum sell price.

Our fees are broken down into two segments, as follows...

Initial feeOur Initial fee covers:

• Access to our database of over six-hundred pre-qualified trade and non-trade buyers

• Advertising and marketing costs for promoting the opportunity to key industry buyers

• Preparation of marketing material including executive summary and information memorandum documents to assist with the sales process

• Up to nine months of active marketing including telesales, direct mail and email promoting the business to prospective buyers

• Travel expenses to and from buyer/seller meetings

• Assistance through the negotiation, due diligence and completion process

Our Initial fee shows us that you are committed to the sale; it is payable at the commencement of the seller agreement.

Success feeWe charge a success fee, which is a percentage of the total consideration. This is easily covered as we normally achieve 25% more for your company compared with using accountants or opening up to a direct approach. Our weekly contact with the key, industry-specific buyers allows us to match buyer with seller perfectly. The end result is a higher multiple paid for the company due to buyer/seller synergy.

On the date of completion and exchange of funds our percentage of the total deal (the success fee) is paid to us directly by the seller.

Our relationship with our buyers is very important to us and it is imperative that the sellers are fully committed to selling before we proceed.

Take the next step in selling your business.

Ideally we welcome the opportunity to meet with you at a location and time convenient to you. An initial meeting usually takes no longer than an hour or two and confers no cost or obligation to you, with confidentiality and discretion of utmost importance.

In addition to this it is useful to be able to review some preliminary information about your company, including recent accounts and any relevant marketing material in order to provide a brief desktop review.

We are also able to provide a valuation estimate of your company which we will be able to discuss in detail, along with any other questions / queries you may have or topics you wish to cover.

To discuss confidentially and with no obligation: Call us on +44 (0)1454 275 941 Email us at [email protected]

Visit us online at www.headfordgroup.com

Our terms of business

What’s next?

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‘We market a portfolio of companies that have signed a seller mandate

for sale on a quarterly basis.’

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Headford also provide buy-side solutions for companies with aggressive growth plans.

We market a portfolio of companies that have signed a seller mandate for sale on a quarterly basis. However, there is a large number of other company owners making up our new business pipeline that are either in the process of considering options, aren’t ready to go to the market to source buyers or have asked to be contacted only by a select few specific buyers.

Through our Buyer Mandate service we are able to introduce these companies on an exclusive basis as potential acquisition targets. In addition to these companies we also utilise our extensive marketing strategies across multiple platforms to go out to the market confidentially in order to source additional target companies.

Headford work to your specification and criteria, using thorough and diligent qualifying techniques in order to ensure that you are only presented with viable targets.

The benefits of your working with us under a buyer mandate

• Headford represent you throughout the process, not the seller

• You will be given first refusal on any acquisition opportunity with which we present you

• There is a massive time saving as there is no bidding process to manage

• Headford will run a targeted telemarketing campaign that suits your specific requirement, based on turnover, location or vertical specialism

• We can also approach direct competitors in a strictly private and confidential manner upon request

• The service will continue until you have made a successful acquisition

• You will have far greater control over the process

• Guaranteed delivery This service is ideal for any freight forwarder that is serious about acquisition and is looking for guaranteed results quickly.

For buyers it’s often difficult to find and approach a target company directly. Headford take out the hassle and replace it with options.

Initial fee Our Initial fee covers:

• Access to tens of thousands of industry contacts

• Advertising and marketing costs for promoting the opportunity to key industry contacts

• Preparation of marketing material including executive summary documents and information memoranda to assist with the sales process

• Extensive and continuous active marketing including telesales, direct mail and email promoting the opportunity to prospective sellers

• Travel expenses to and from seller/buyer meetings

• Assistance through the negotiation, due diligence, and completion process

Our Initial fee shows us that you are committed to the buy-in process; it is payable at the commencement of the buyer mandate agreement.

Success fee We charge a success fee, which is a percentage of the total consideration. This is easily covered as we provide target companies which aren’t otherwise on the market and normally negotiate a total valuation factoring in any fees. Our regular contact with company owners allows us to match sellers with buyers perfectly.

On completion date and exchange of funds our percentage of the total consideration is paid to us directly by the buyer.

Our relationship with our sellers is very important to us and it is imperative that the buyers are fully committed to making acquisitions before we progress.

Buyer mandates

Buyer mandate

terms

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Visit us online atwww.headfordgrowth.com

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Headford Strategic Growth Ltd8 Apex Court, Almondsbury Business Park, Bristol BS32 4JT

+44 (0)845 00 00 007 • www.headfordgrowth.com