Getting MicroAcquire'd: My 3 Lessons Learning

Introduction

Teamscope is a platform for researchers collect, organise, and analyse their data. I founded it in 2013 when I was 25, and I ran that business for 9 years, and in September, I sold it to StudyPages.

Teamscope allowed me to support researchers, mainly in healthcare, around the world. Learn from them and contribute with a grain of the sand to making clinical research easier for them and our world a better place.

If it weren't for Teamscope, I would have never moved from Chile to the Netherlands or had a chance to live in Bhutan.

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It's crazy to think that it all started from a scribble on a table and turned into almost a decade of my life.

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What was the reason to sell

Our first funding source was Start-up Chile, a $40k equity-free investment. Then came Rockstart, which was a valuation round, and after that, two loans, one from Rabobank and the second from Qredits.

As it always is when you raise a loan, the plan was to use the loans to fuel revenue growth. Revenue grew until it eventually plateaued, and the pressure from the loan repayment compounded every month. I felt a massive responsibility to our customers and thus needed to find a solution to guarantee business continuity.

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Enter MicroAcquire to the rescue

MicroAcquire is a marketplace that helps entrepreneurs find a buyer for their startup. The platform is free for founders, and it charges the buyers a yearly fee to have the ability to get the founder's details and access to premium listings.

By default, listings on the platform are anonymous and must be vetted by their team before going live.

All the buyers can see is a description of the startup, the market, competitors and performance metrics which can be pulled automatically from Stripe.

For the buyer to get the contact details of the founder, they must first request access to the buyer. Only after the founder has granted access can the buyer see the startup name and the founder's profile.

This two-step process ensures the founder can filter who they enter into acquisition conversations with.

If this wasn't awesome enough, the platform has world-class human support and legal document templates the buyer and seller can use for free.

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Meeting StudyPages via MicroAcquire

I received 26 messages from interested buyers. The first messages came on the same day the listing went public. In a matter of days, I was having video calls with potential buyers and seeing which would be a good fit.

One of the early conversations was with Eron and Koen, the founders of StudyPages, a platform for patient recruitment and engagement in clinical research. We were both in the same market, bootstrapped businesses, and we shared views on how clinical research can be disrupted.

After a few weeks of conversations, due diligence and a final virtual handshake, the deal was closed.

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3 things I wish I knew before selling

After going through the process of selling Teamscope, I've learned some valuable things I had no idea about before. Here is my key learning.

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Understand the difference between an asset and a shares deal

It was the second call I had with an interested buyer through MicroAcquire. After explaining our debt situation, he asked, "alright, so are you looking then for an 'assets deal' or a 'shares deal'?" 

I had no clue what he was asking about.

In my novice mind, I thought selling a business meant selling the whole house. I learned, though, that you can sell the entire house or just the furniture. This is the difference between selling the company shares versus the assets.

The company shares include the totality of a company: capital, intellectual property, product, revenue, brand and debt.

On the other hand, the assets are just the things in a company that can generate revenue, for example, cash, brand, intellectual property and product.

Selling just the assets is a much simpler process since it does not require a notary and can have a shorter due diligence process.

There are instances when doing a 'shares deal' is more attractive than an 'assets deal'. Consult with a lawyer and/or accountant on what makes the most sense for you to do.

Because StudyPages was a US company and Teamscope, a Dutch company, and spending money on notaries is not my favourite hobby, we decided to do an assets deal. This also meant that StudyPages did not acquire our debt, which was the reason for selling, so I had to repay those loans myself after the asset purchase was executed.

Before going into a call with interested buyers, make sure you know if you will want to do assets or a shares deal.

Getting ready for due diligence

Once a buyer is interested, they will send you a letter of intent (LOI). MicroAcquire offers within their platform an LOI builder.

After the LOI is signed, the buyer will have exclusivity over the deal and a time in which they can do the due diligence. The first thing they will ask for is a "data room".

A data room is a fancy term to refer to a private Google Drive or Dropbox folder where confidential documents should be available for the buyer to review.

Some of the basic ones you will need are:

• Updated balance sheet and profit and loss statement
• List of subscribers or customers, ideally by market segment and revenue size
• Customer acquisition funnel for the last 12 months
• Financial forecast
• Organisational chart
• Tech stack: What is your platform's architecture and database schema? What scalability issues do you foresee, have there been any security incidents, and what practices have you used to ensure code quality?
• List of current shareholders, also known as your cap table.
• Debt analysis
• Litigations, if any.

If you intend to sell your business one day, create that Google Drive folder with the critical documents for due diligence. Start putting those documents together before an interested buyer asks for a data room. I was lucky I could get all those documents together fast enough, but I won't run the risk next time.

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Not properly valuing the business

You will need an asking price when you list your startup on MicroAcquire. This is your startup valuation, and the big question is what number to ask for.

The general rule is revenue from your last 12 months, also known as TTM revenue (trailing twelve months), times a multiple. The multiples will differ between industry and product type. For SaaS startups, like Teamscope, the revenue multiples range between 4 and 6 times.

Asking price = (Trailing 12 months revenue) x (revenue multiple)

This leads me to something I had never been explained clearly enough by previous investors and mentors. And that is that a startup's valuations when you are fundraising uses prospective data, in other words, a prognosis of how the business will evolve in the future. When a company is up for sale, it is the opposite; the conversation will focus on revenue in the last 12 months.

Startup valuations, when you are fundraising, put weight on sales forecasts. When you are being acquired, it's the opposite: the focus is on achieved revenue.

Don't be tricked into thinking your startup is worth the same or a higher valuation when it was fundraising. It will all depend on what your revenue was your last 12 months.

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Conclusion

A startup journey is an infinite well of growth and learning. Selling your business can be daunting, and I only knew a few founders that had gone through that. Yet, MicroAcquire could not have made this easier.

Time will tell when I will be going live again on MicroAcquire with another venture looking for an acquisition possibility, but if there is something that Teamscope taught me is to do things with the end in mind.

In the context of an acquisition, doing things with the end in mind means ensuring you have a data room ready months before going into negotiations, knowing beforehand if you will do a shares or an assets deal and understanding acquisition valuations.

My experience with getting acquired is very limited, yet if you have any questions or want to learn more about my experience with MicroAcquire, please don't hesitate to reach out.

To the team at MicroAcquire, thanks for the help. Please don't stop what you are doing! 💜