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Ask HN: How to handle acquisition offer from a competitor?

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Ask HN: How to handle acquisition offer from a competitor?

#1
Recently we got an acquisition offer from a company that is a potential competitor. They are strong in a different segment of the market and we feel strongly that it would be very hard for them to get our part of the market without our acquisition.

We are not prepared to sell if the offer is under certain multiple but they dont want to disclose the bid unless we provide them with detailed information. We are worried that its just a fishing expedition to get more details how our business operates. They supplied NDA to sign which should protect us. In theory, but in practice I am not that convinced.

The sale price would be in 7 figures. I am toying with an idea to get from them like %0.5 sale price nonrefundable deposit and disclosing the minimum multiple they need to offer.

I am aware that it may put them off, but we are not looking to sell and just worried about disclosing information if it does not lead anywhere.

Has it ever been done? Is it a mad idea to ask for this? Am I better off just giving them information and proactively trying to contact other potential buyers to drive up a price instead?

Re: Ask HN: How to handle acquisition offer from a competitor?

#2
Well that's the problem everyone has with competitor acquisition; how much of it is a business info harvest and how much is real. How about sitting down with them to talk, getting a feel for what they're actually about (asking if they have the money, what the terms might be etc) and then if you're still unsure, "sell" them exclusive rights for a period. It's not ideal and a lot of this is done by feel to be honest as for some companies, initial contacts are a daily thing from competitors and some are rejected outright.

Re: Ask HN: How to handle acquisition offer from a competitor?

#3
If you're not really looking to sell then you shouldnt be worried about scaring them away, so just demand all the documents that will protect you and a non-refundable deposit that will hurt if they dont get it back. That'll show you how serious they are.

Re: Ask HN: How to handle acquisition offer from a competitor?

#5
post #2

Well that's the problem everyone has with competitor acquisition; how much of it is a business info harvest and how much is real. How about sitting down with them to talk, getting a feel for what they're actually about (asking if they have the money, what the terms might be etc) and then if you're still unsure, "sell" them exclusive rights for a period. It's not ideal and a lot of this is done by feel to be honest as…

We already had a sitdown, we had a feeling that they are a serious buyer and also believe they have enough cash for the transaction but its just our feeling. We had offers in the past via email but they were probably fishing expeditions, this time its probably not but since we are not looking to sell we thought to get some additional protection using the deposit. However, I have not found any advise how to structure it. What do you mean by "sell exclusive rights" ?

Re: Ask HN: How to handle acquisition offer from a competitor?

#6
I'd try to focus the initial conversations on understanding why they view your company as a strategic fit for their plans, their view of how the market may develop, etc. From there, you can get into what the integration of the two companies might look like (do they want you and your team to stick around, are they more interested in technology than customers, etc., etc.) There are a ton of things you can engage them with to get a better sense of whether or not you can do a deal at the price you've got in mind. And if it turns out you can't, just say so. Something like "Listen, I think you are really just interested in our patents, and I think we've got a lot more value in our organization - I don't think its likely that we'll be able to bridge the gap between how you'd value our patents and how I value the entire business. If you really want to talk about an acquisition, it would have to be on the basis of your interest in the entire business otherwise I can't sell it to my investors, board and team. It really is your call, what do you think?" etc…

Put another way, price should be one of the last things you talk to them about and there are plenty of real things to talk about before you have to indulge them with a fishing trip. Usually all the real stuff doesn't come out until a letter of intent has been inked and due diligence starts. Its perfectly okay to keep a few cards tight to your chest until you get to that phase… assuming you manage the conversation well up until that point…

I think the deposit requirement might be a little too passive-aggressive for my liking. I'd personally want to take the stance that they are approaching you in good faith and do everything I could to make a transaction - unless I firmly was opposed to any sale. It really comes down to what you are trying to achieve. If you think you'll end up selling in the end, it might not be helpful trying to pick the buyer - stay focused on making a sale happen instead.

Re: Ask HN: How to handle acquisition offer from a competitor?

#7
Sounds like they want this deal more than you, so take charge. Tell them no, they can't have more information until they disclose the buy price, and even then you want a non-refundable deposit if the deal falls apart, in exchange for giving them proprietary information.

I'd also consider getting a business broker or lawyer involved, to talk to them for you.

Re: Ask HN: How to handle acquisition offer from a competitor?

#8
post #7

Sounds like they want this deal more than you, so take charge. Tell them no, they can't have more information until they disclose the buy price, and even then you want a non-refundable deposit if the deal falls apart, in exchange for giving them proprietary information. I'd also consider getting a business broker or lawyer involved, to talk to them for you.

ugh no - please don't do this! this is a negotiation, not a fight. talking price on the first date isn't going to be productive because neither party has any clue what is being bought and sold.

also, do you own talking. surround yourself with advisors and experts, but don't give up control of the initial deal structure. Let your lawyers close the deal, don't even bother trying to do that yourself, but never let the lawyers handle the opening rounds. I like to take care of negotiating the initial letter of intent and then give that document to the respective lawyers to turn into a real contract - and intercede if anything starts to go sideways.

Re: Ask HN: How to handle acquisition offer from a competitor?

#10
Consider negotiating a valuation formula, rather than a price. You could say "our revenue is between X and Y" or "we have between X and Y customers", and proceed to discuss terms accordingly.

This protects you from divulging too much information, and gives the other party a chance to demonstrate serious intent.

PM me for specific valuation help if you want more info. (MBA, developer).

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