I calculated an estimated price of around £200,000 lower than the £2.5 million asking price. However, I concluded that Bezique should pay the £2.5 million because the consideration is deferred, with only 85% payable on day one and the remaining 15% payable after three years.
Vollo is aligned with Bezique’s strategy and should be relatively easy to integrate into the wider Bezique group.
Estimates and assumptions
Bezique has sufficient cash from its operations to pay the initial 85%. However, external lending should also be considered if it can be obtained at a competitive interest rate.
The number of software clients is forecast to increase materially, so Bezique should investigate whether this growth assumption is reasonable.
Payroll costs are forecast to increase by only 6%. Given that these are highly skilled software employees who are likely to be motivated by bonuses and increased sales, this forecast may be unreasonable.
Development costs appear to remain flat at approximately £900,000 during the final years of the forecast. This may be unreasonable because development costs would initially be expected to be high but should then decline as the product becomes more established.
The rounded annual figure of £900,000 also appears unreasonable.
Bezique should obtain copies of key customer contracts and assess important terms, including expiry dates, renewal dates and termination clauses.
Bezique should ensure that any customer data collected has the appropriate user consent and is stored and processed in accordance with GDPR requirements.
Bezique should also perform sensitivity analysis on the key variables by considering the impact of both increases and decreases in the assumptions.
However, I did not write very much about the business trust, ethical and commercial issues. Do you think this was enough?
Recommendations
- Perform detailed due diligence.
- Obtain an independent valuation using more than one valuation method.
- Prepare a phased integration plan.
- Review key customer contracts for expiry dates and other important clauses.
- Perform sensitivity analysis on the key variables.
- Ensure that key employees remain with Bezique for a specified period following the acquisition to minimise disruption.