Benchmark International Logo Blog Mergers and Acquisitions

Archives

Valuing Companies – 7 Pointers From 30 Years’ Experience in the UK

Nick Hulme (Managing Director, Manchester UK) summarises his recent article, ‘7 Pointers from 30 Years’ Experience in the UK’, in this short blog.

1 - It’s Not Just About the Numbers!
Although the normal formula for valuing a company involves multiplying ‘earnings’ by a chosen ‘multiple’, a company is only worth what a buyer is prepared to pay for it.


The numbers are important, of course, but there may be more to the opportunity than the numbers show. Advisers need to take a ‘bird’s eye view’ and focus on those factors that will drive the highest value with the right buyer, not just on the numbers.


They should constantly focus their conversations and analyses on the opportunity, despite the maze of numbers that fly around.

2 – ‘Multiples’ are a Minefield
Desktop research, comparisons to quoted P/E ratios and the considered views of trusted advisers can create a myriad of distortions as to what might be the correct multiple for a company.


It’s easy to see how factors such as growth, a great management team, high margins and, nowadays, tech-enablement will not only deliver the best multiples but add to that the impact of both competitive tension and structure. Any first-time seller could quickly have their heading spinning.


Benchmark International’s Valuation Matrix is a great tool for showing clients a range of valuation scenarios based on different multiples and views of earnings. This is used to educate clients from the start, and to hand-hold them to making the right decisions when the time comes. It is normally updated throughout the process.

3 – There’s More to Earnings than Reported Profits
Getting a real understanding of underlying earnings will be far more important to any buyer than what’s recorded in the company’s annual accounts.


The term we use in the UK for a fair assessment of sustainable adjusted earnings is ‘Maintainable Earnings’. This will often take account of the adjustment of shareholder salaries to market rates and the elimination of true one-off costs.


Care needs to be taken when adding back depreciation. If there is a significant cash cost to a business of replacing its assets annually, a buyer will factor this cost into its assessment of maintainable earnings if adding-back depreciation.


The terms ‘Adjusted EBITDA’ (earnings before interest, tax, depreciation and amortisation) and ‘Historical EBITDA’ are often used interchangeably with Maintainable Earnings. I much prefer the latter as it’s a better reflection of the numbers and the story behind them, and is not laden with reference to the past.  


4 – You Can’t Add the Value of Company Assets to the Valuation
If assets are truly ‘surplus’ to the company’s operations then perhaps they can be added to the valuation, but if they are fundamental to the company’s ability to generate its earnings, adding them to the valuation would be double counting. As would be attaching a value to ‘goodwill’. Buyers tend not to be too fond of this!


The most common ‘surplus asset’ we deal with in the UK is what we refer to as ‘free cash’, the opposite of which is debt. It’s much easier for clients to understand why ‘free cash’ can be added to the valuation than it is for them to understand why ‘debt’ needs to be deducted. There are a couple of easy ways to explain to clients in the article itself.

5 – Complex Deal Structures Can Cloud Valuations
A buyer can make what looks to be a great offer but understanding how the deal is structured - when and how the money is paid – makes all the difference.


The most common types of ‘structure’ in the UK are vendor loan (or defcon, where some of the consideration is paid over time), earn-out (where future payments are made depending on performance) and retained shareholdings (where the seller might keep a stake in the company or in its new owner).


‘Structure’ is generally used to bridge the gap between seller and buyer views of valuation and a buyer’s ability to fund a deal. It’s rare to see offers for companies that don’t include at least some element of structure, so issues such as buyer credit status, interest and security are key.

6 - Beware Valuations Based on Net Asset Value (NAV)
On rare occasions, particularly with companies where expensive assets are fundamental to their operations, the value of the company’s ‘net assets’ in the accounts is higher than a fair valuation derived using the normal formula. This can create an illusion of higher valuation for some clients, especially when some experts produce articles listing three, four or more ways of valuing a company.


This does not mean sellers can find the valuation basis that gives the highest valuation and expect to be able to market their company on that basis. Whatever the size of a company’s overall net assets value, its market value will almost always be more closely linked to earnings and cash flow than the size of its balance sheet. That’s not to say we don’t do deals based on net asset valuations plus ‘something for goodwill’, but they are rare.

7 – Clients Often Know Enough Already
Sellers will normally know enough about their own company to make an informed assessment of how their company might be valued in their market, so advisers should hone-in on these instincts.

Any questions, please read the full article here.

 

Author
Nick Hulme
Managing Director
Benchmark International

T: +44 (0) 161 359 4400
E: Hulme@benchmarkintl.com

 

READ MORE >>

Benchmark International is Returning to Sponsor Real Deals

Benchmark International is pleased to announce that it will be returning to sponsor the Real Deals Mid-Market event taking place on 24th January 2020 at the London Marriott Hotel, Regents Park.

In its eleventh year, Real Deals is a key event for private equity in the UK with hundreds of the most recognisable names in private equity attending, providing Benchmark International with a unique opportunity to showcase the opportunities it currently represents.

As well as networking opportunities, the event also includes panel discussions, on-stage interviews and exclusive case studies, with the event examining the futureproofing of the whole of the investment cycle to ensure the continuous success of a dynamic industry.

Do you want to be featured and showcased in front of leading dealmakers? Naturally, we present only a select number of companies for each event, so we would encourage you to contact us now to ensure your business is included.

Schedule A Call

READ MORE >>

Global M&A Activity to Reach Record Figure of £2.4 Trillion in 2018

Worldwide mergers and acquisition activity will hit £2.4 trillion ($3.2 trillion) next year, as deal-making is elevated on an increasing global economic tide, according to recent forecasts.

READ MORE >>

Benchmark International Advises on The Sale of Levy Brothers & Knowles Limited to NNZ

Benchmark International is pleased to announce that a deal between Levy Brothers & Knowles Limited (LBK) to NNZ has been agreed.

READ MORE >>

Benchmark International Advises on the Deal Between SigmaRoc and Topcrete Limited

 

READ MORE >>

ROC Northwest Client Testimonial {Video}

READ MORE >>

RPC Group's Profits Soar Following Acquisitions

RPC, the international design and engineering company, has cited recent acquisitions in the last financial year as key factor in its profits more than doubling.

READ MORE >>

Benchmark International Expands Into South Africa

A Manchester-based M&A specialist has expanded into South Africa with the opening of an office in Cape Town.

READ MORE >>

Microsoft Continues to Look to Israel for Cyber Safety

American computing giant Microsoft continues to expand its acquisitions of Israeli-based software companies, with a reported $100 million deal for cybersecurity start-up Hexadite.

READ MORE >>

UK Companies Set For A Rampant 12 Months Of M&A Activity

According to a recent report, UK companies are braced for a surge in deal-making this year, as executives prepare their businesses for life away from the European Union.

READ MORE >>

Exova to be bought by Element Materials in £620m deal

After several weeks of speculation, it has been announced that global lab testing specialist Exova has accepted an all-cash takeover from its industry rival Element Materials Technology Group.

READ MORE >>

The 2017 Spring Budget

Phillip Hammond of the British Conservative Party has delivered his first budget, outlining the governments plans for both the economy and public finances. We at Benchmark International have put together a summary of all this, highlighting the most important points and explaining just what kind of impact they will have on the average taxpayer.

READ MORE >>

Fox approaches its first hurdle in its bid to take over Sky

The announcement in December of last year that Rupert Murdoch’s 21st Century Fox was positioned for a full takeover of Sky was hardly one of the most popular deal announcements of 2016, and most certainly the least surprising. The £11.7bn bid has proved to be a contentious one, and Murdoch and co. have now reached one of their first major hurdles in the deal process in the form of competition authorities.

READ MORE >>

Is M&A The Recipe For Bringing The Bite Back To Biscuits?

The UK biscuit industry is crumbling; slowing sales, intense competition and an increase in the price of sugar and wheat have hit the sector hard. Not to mention the pressure from the vast range of new and healthier products that are available. As a result, the UK sweet biscuit market, valued at £1.9bn, is experiencing a flurry of deal making.

READ MORE >>

Tesco and Booker merger reignites Marmite war

They say that you either love it or hate it, but Marmite has been at the centre of a dispute between one of the UK’s largest supermarket chains and the suppliers of the distinctly British condiment. The feud escalated last year after Tesco refused to agree to Unilever’s price increases, however the dispute was resolved in October and Marmite was back on supermarket shelves. But now, the supermarket giant’s £3.9bn takeover of wholesaler Booker is expected to reignite Tesco’s feud with Unilever as critics argue the deal will create an incredibly dominant player in the sector.

READ MORE >>

Fox and Sky agree to a full Murdoch takeover

Sky has reached an agreement on the terms of a full takeover from Rupert Murdoch’s 21st Century Fox. The deal has been met with controversy since rumours first began circulating, however both parties have now agreed that Fox will pay £11.7bn for the 61 per cent stake in Sky that it does not already own, valuing the FTSE 100 company at £19bn. The acquisition will combine Fox’s film and television influence with Sky’s European distribution powers.

READ MORE >>

BENCHMARK INTERNATIONAL ADVISES ON THE SALE OF HEADLAND SERVICES LIMITED TO OASIS GROUP

Benchmark International is pleased to announce that a deal has been agreed for the sale of Headland Services Limited to OASIS Group.

READ MORE >>

Good news for Oil & Gas M&A in the U.K.?

Siccar Point Energy, an exploration and pipelining company based in Aberdeen and backed by private-equity, have pulled off a significant deal to acquire OMV’s North Sea interests. The $1bn deal is estimated to be the largest for the offshore energy industry in the UK, following the severe drop in crude prices. This is the second significant deal of the year that the highly acquisitive firm has made in the North Sea.

READ MORE >>

It was October Dealfest at Benchmark International!

October was a fantastic month for Benchmark International and we are proud to announce that our teams in the UK and US have completed deals with an overall, combined transaction value of $160,000,000.

READ MORE >>

Fintech M&A Quells Post-Brexit Fears

Despite uncertainty surrounding Britain’s decision to leave the European Union in June, the British Fintech sector continues to grow and a flurry of M&A activity made last month one of the sector’s busiest months yet.

READ MORE >>

Monster M&A Appetite for Recruitment Industry

The reported record levels of profit generated in the global recruitment sector in the last few years has worked as a catalyst for high levels of M&A activity. The great news for recruitment is that this appetite looks set to continue as we approach the final quarter of 2016.

READ MORE >>

Benchmark International Advises On the Sale of LTC Services Limited to Russell Taylor Group Limited

Benchmark International is pleased to announce that a deal has been agreed for the sale of LTC Services Limited to Russell Taylor Group.

READ MORE >>

Benchmark International Advises On The Sale Of Spectra Care Group To Octopus Investments Limited

Benchmark International is pleased to announce that a deal has been agreed for the sale of Spectra Care Group to Octopus Investments Limited.

READ MORE >>

Can European Tech M&A Weather the Brexit Storm?

The UK and the EU might be in the throes of an acrimonious break-up that has sparked uncertainty in the business world and caused market instability, but there is apparently one sector that seems immune to the problems.

READ MORE >>

Sport M&A Scores High

Love it or hate it, sport is everywhere, not only featuring on the back pages of our newspapers, but also dominating the front pages too. The business of sport generates massive revenue – it is estimated the global sports industry is worth almost $600bn, so it is no wonder it has sparked interest from investors over recent years.

READ MORE >>

The Post-Brexit Mega Deals Opening The UK For Business

As the Brexit fallout clears from UK politics a new reality has set in. The new Prime Minister, Theresa May, has made it clear that the UK is still open for business. As if to emphasise that fact, only days after her official appointment, one of the UK’s largest and swiftest deals has been announced, demonstrating how the UK has maintained its attractiveness for investment from overseas companies.

READ MORE >>

Benchmark International Advises On The Sale Of Jet Environmental Systems To Wozair Limited

Benchmark International is pleased to have advised on an agreed deal for the sale of Jet Environmental Systems to Wozair Limited.

READ MORE >>

Benchmark International Advises On The Sale Of Web Age Limited To Cloudstream Technology Limited

Benchmark International is pleased to have advised on an agreed deal for the sale of Web Age Limited to Cloudstream Technology Limited.

READ MORE >>

Benchmark International Advises On The Sale Of Oakwood Technology Group Limited To Thermotech Solutions Limited

Benchmark International is pleased to have advised on an agreed deal for the sale of Oakwood Technology Group Limited to Thermotech Solutions Limited.

READ MORE >>

Benchmark International Advises On The Sale Of Network Defence Limited To Novosco

 

READ MORE >>

Increasing the Likelihood of a Successful Acquisition or Merger

In today’s environment of global competition, growth from within your company can only take you so far. One strategy is to expand through mergers and acquisitions, to enter a market or acquire innovation capability. It is risky as making a deal a success is one of the hardest tasks in business. So, how can you reduce the risks and increase the chances of carrying out a successful merger or acquisition?

READ MORE >>

Big Data Means Big Deals

For a long time, big data has meant big business. In the first quarter of 2016, big data alone accounted for an estimated 70 per cent of M&A activity, according to a survey conducted by EY.

READ MORE >>

M&A’s Silver Lining for the Brexit Vote

Regardless of which way the referendum goes this week, an end to speculation over the UK's membership of the European Union could pave the way for significant M&A activity across the FTSE All-Share.

READ MORE >>

The Biggest Deals in Tech M&A

M&A within the tech sector saw a relatively slow start to 2016. However, analysts predict that the recent announcement of Microsoft’s intention to acquire professional social network LinkedIn for $26bn could trigger a tech M&A boom. So far, $209bn worth of deals have been announced, placing 2016 back on track to match last year’s record deal making.

READ MORE >>

Top Start-up Industries: The Future of M&A

It is true that the start-up businesses of today are likely to shape the M&A deals of tomorrow. In this blog, we take a look at the top industries for start-ups in 2016 and why investors should be keeping an eye on how these up-and-coming businesses develop.

READ MORE >>

Starting With Culture When Going Ahead With A Re-Org Or Merger

Activision recently completed its acquisition of King Digital, the company behind the highly popular mobile app Candy Crush Saga. $5.9bn was spent on an acquisition that is being deemed as a way of “accelerating Activision’s move into mobile gaming”. On paper this deal makes perfect sense, as both are highly successful and profitable. Complementary products and prowess, good income, what could go wrong?

READ MORE >>

Communication is Key in M&A

The merging of two companies can, in any instance, create a significant amount of upheaval, worry or concern for the parties involved. Successfully integrating two organisations without any teething issues is by no means a simple process and, according to professional services giant PWC, the flurry of activity surrounding a deal means that good communication is often overlooked.

READ MORE >>

Succession Planning In The Current M&A Market

This article has been produced to give the reader, some insight to developments within the mergers & acquisitions industry, as well as tips when considering funding.

READ MORE >>

The Impact of the EU Referendum on M&A

The looming EU referendum has undoubtedly created much discussion and debate. While headlines have predominantly focused on two issues. Firstly, whether a Brexit would cause a dip in rates of employment and secondly, the position of influential figures and celebrities in the discussion.

READ MORE >>

Benchmark International Advises On The Acquisition Of Titan New Lifts Limited By Elevator Engineering Enterprises Limited

Benchmark International is pleased to announce that a deal has been agreed for the sale of Titan New Lifts Ltd to Elevator Engineering Enterprises Ltd.

READ MORE >>
1 2
»

    Subscribe to Email Updates

    Recent Posts

    Follow Us on Twitter

    Archive

    see all