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When going through an acquisition as a minority shareholder in a complex transaction, should I hire an expert "agent" to negotiate on my behalf?

My business is being sold in combination with two other businesses. Partners own 100% of the other companies and 67% of mine. The likelihood that my valuation is not reflected appropriately in this consolidated arrangement is very high. Depending upon which metrics are used to value the respective companies, I could see a pro rata payout ranging from 3% to 13% of the whole. Discrepancy is due primarily to my company carrying 81% EBITDA margin while the other two businesses hover around 15-20% -- however, those companies generate much more revenue in comparison (for now). So the stakes are high and there are millions on the line here. I have no experience in this world and financial matters are not my forte. I'd be looking at paying 3%-8% of my…

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William Van Vleet, Serial entrepreneur, CEO and executive mentor answered:

The complexity of your situation is similar to multiple acquisitions I have encountered on both sides of the table in private and public transactions. In most situations involving private equity, it is doubtful if the additional cost of a private agent would generate a material gain given your minority position. However, since your situation has the additional complexities of differentiation in EBITDA contribution and negotiation with family members, I would agree with your recommendation to use an external agent. If the cost is a concern, you may want to consider using an advisor/coach/consultant to work on a fixed fee basis instead. I took this approach in selling one of the private companies I ran and was able to complete the transaction at a much lower cost than using an investment banker or agent. I'm happy to share my experience and lessons learned if you would like to follow up with a discussion.

Alexander Crutchfield, Clean Energy. GreenTech. Water. Agriculture. answered:

For about 30 years I have been an agent, investor, advisor and director in many companies involved in mergers sales and acquisitions. I have seen many failures as well. The biggest mistake is that owners want to do it on their own without adequate advice. Adequate advice includes at least three different professionals-a CPA, a corporate lawyer and an agent. Dont use your book keeper, or the lawyer who did your will, or a stockbroker--they have the wrong skill sets. If you would like to discuss this Im available. Good luck.

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