 Hello everybody So for the next 45 minutes, we want to talk about selling but not the selling that we usually do to customers We want to talk about selling your own company and I want to show you how we have done it Recently, so I sold my own company last year and to another company, but actually I could also say like This is maybe how to sell your friends Because at least for me in our company Everybody's a good friend of mine that we work every single day. So it's not just what you want It's also what your employees want and in some cases It's also something that you have built sweat and tears sleepless nights Thousands of hours that you put into it in my case It was more than 10 years of working on a company that you now put on the market and you try to find a buyer for it so Yeah, it's much more than just selling a company. It's really selling your friends your family your legacy So the question of course is why do you even want to do this? Like why do you want to sell a company and for me? During this process, it really became clear that at least there were multiple reasons first of all You maybe want to retire or you maybe want to move on wasn't the case for me But this is where a lot of companies are sold that you say well I've done it now for many many years and I want to do it I want to do something else or you want to retire and you need you're the owner of the company and you need a knee could move on The other one is you maybe need more cash So let's say you want to expand and you want to have more Capital to work with that selling your company can be that it doesn't always have to be that but it can be So that's the reason Or also and I don't think a lot of people look at that one, but it can also be expanding customers and markets You can be bought by a company that is bigger than you that has access to markets already That can be a reason to get bought by a company that gives you access to these markets customers and other things So these are the three things that for us it was really about the last one and also a little bit the middle one I will go a bit into that For myself it was not about retirement, but actually for the two other founders That founded the company with me. They wanted to move on So you can also see that in an ownership of a company. This might be different for every single person So think about this specifically if your company is owned by multiple people Figure this out before you even start like don't go into assumptions in what the other people that own the company Maybe one and want to do Talk about this and I'm telling you this is not easy to talk about Specifically like in ownerships usually you don't talk about really what's next you always talk about What are we doing next with the company but not what is next for you personally? So if you are in the situation Figure this out first and I'm also telling you this is not gonna be one night. This is gonna be multiple In our case it was multiple weeks of talking with different people because suddenly you realize Oh, this person wants to move on and I was hoping they will still stay with me And then it this changes it for you and so do I want to move on so there's a lot of things that can suddenly be triggered by These questions specifically of course if you have multiple owners in the company so let's say you decide that you want to do it and There is a lot of different types of deals or types of selling your company and there is the Easiest one I would say is a bank investment where you basically you get cash for shares And a bank can be typically any bank if they are a bit bigger They actually have an investment arm where they invest into companies now They could either they most probably not gonna buy your whole company That would be very weird because then the bank owns it But they may be by 30% of it and and they will give you a specific amount of cash for that shares And of course what you have to understand is the bank is not going to be interested to own You forever they are interested in basically an exit later So that's really about just the cash and for shares and the important is that They don't usually have a big network So if you want to sell your company to gain access to a bigger network the bank might not be it And the other important thing is you can't leave So if you sell if you sell shares to a bank They want to make sure that you as the owners are still on it If you tell them that you're willing that you want to move on and you that's why you're talking to a bank You're out immediately like that's not so Understand this but this is actually and I would say of all the ones and we see how the process is This is actually more an easier one to access money that you can sell a specific amount of shares of your company to a bank Of course, you have to convince them and you have to show them a lot of things They will do a lot of due diligence and stuff like that but that is one of the possibilities and Maybe also the easiest in the beginning if you just need more and More investment The last one is so the most important thing like you were gonna have to be fully involved It's still you so if the plan is to move on. This is not the right one for you The next one and that's maybe a bit the scary one is at least that was what what it was for me is the VC route that adventure capitalists these are the The dangerous people that force you to do something at least that's what you mean what it was for me now They again, they will provide you with cash. They will bring you cash into the company. They will buy Some of your shares and you will receive cash to then actually invest the money even more Important to understand is they need a high return. They are in the business of investing into companies They know that 90% of the companies will die that they invest in But there is that single company that will have a hundred times return and therefore will cover all the losses of the other companies Understand this that's their business model They receive money from liquidity providers to then invest into other companies and these liquidity providers They expect a return and you are that return So understand how they work how many other companies they have How they plan to use you because if you don't provide that high return That's literally the only way that these companies make money is for you to provide them return at one Point you're gonna be out if you are too risk for them They will kill you they will just remove your company from them They will sell you again and a lot of times they will actually take a quite high amount of percentage So that means you don't actually have to say a lot about your own company What is great though is that usually they have an access to a massive amount of network of other companies? specifically if you talk to bigger VC companies Sometimes they have specific deals that you can only access through them like one of them is for example AWS Has deals with from venture capitalists and you get up to a hundred thousand dollars in credit from AWS Just because you're back to mentor back now And there's hundreds of other these deals out there that you can leverage now as a company Just because you're now in this part of this network and there's way more than Y Combinator That's the one that everybody knows, but there is hundreds of these VCs out there that provide a network So look at if you maybe need specific access to specific companies or specific skills or specific knowledge The VC can actually be a great access to that The other important thing though is that usually the owners like with the bank again You need to provide this high return and usually that is provided by the owners of the company So think about that you're gonna still be fully involved in this at least for some time It's probably gonna be quite hard if one of the owners wants to leave And also sell it to the VC there's gonna be a hard discussion with the VC because Somebody that just built up the company's leaving and they're expecting you to make more money than you did before So that's gonna be a hard discussion With a VC so think about that the last one is called M&A or Mercher and acquisition which basically means a company will buy you Another company or if the companies are roughly the same size usually you talk about the merch If a company is bigger than the other one the bigger company acquires the smaller company Now here what can happen is that this is cash and share based that means you will receive a specific amount of cash But you also will receive a specific amount of shares of the company that buys you Which means you don't gain really anything they have of course a value But if that company is not stock traded you can't sell the shares. So It's really hard to know what they're actually worth but sometimes that's That's what is requested and these deals are very individual So it's very hard to come up with a standard on this because it really depends which company by switch I've seen deals where one company buys another company only for shares So the owners of the company received no cash at all all they receive these shares of the company that bought them Others is 100% cash. So it's it's really dependent and this is very hard to come up But of course what is great is you have access to their customers because the company that just bought you they Have customers and you can talk to them and they also maybe have a network Maybe they are VC backed and they have access to a network. So again because this is very Specific and here it can be that the owner don't have to be involved anymore It's actually quite common. Maybe unfortunately that in the acquisition some people need to leave Like if you have a head of marketing and the company that buys has a head of marketing You don't need to head of marketing's but if the head of marketing wants to leave that's great. So again, it's dependent on What exactly is is and but talk about this like that's a really really important All right, so we learned a bit Why do we do it? What type of deals and things and now it's actually talk about how it was for us the Amazio story that and what did we do? Why did we do it? So a little bit of history Amazio started from 2015 from within Amazio labs. Amazio labs is a Drupal agency still exists today and we built Drupal sites And we ran into a problem that we did not find the hosting that we wanted ourselves Specifically because of the countries because we had to host in Switzerland But also because of the processes that we saw it wasn't really what we wanted So we built it ourselves actually never thinking about building another company out of this I just tried to solve the problems of my developers And that's why we build a hosting later on we realized Oh what we build is actually interesting for others So we started to offer it we created an own its own company its own legal entity and started to offer the services as well Now we were part of the Amazio holding the Amazio holding was a holding company because there isn't actually a Third company called Amazio metrics. So there was already two companies Amazio labs and Amazio metrics And there was an Amazio holding So we became part of the Amazio holding and what was really great The Amazio holding actually was able to fund us. So the Amazio holding made profits and with these profits We invested them into Amazio. So in the beginning we never needed seed funding External seed funding or VCs. We were completely self-funded through the company that actually existed This is completely different to our competitors which a are much bigger 100 plus employees and They are VC backed. So if you look at our dire competitors, which is Pentium platform and Aquia in the Drupal space All of them are VC backed meaning they have much more money than we and they are bigger than us Interestingly the holding structure or Covid forced us to rethink the holding structure because interestingly enough an Amazio actually grew during during Covid because our customers some of them the government customers They added more sites specifically Covid sites that exploded in traffic So we needed to grow while some of the other companies of the Amazio holding Shrank during Covid because some of the customers stopped projects So suddenly this company that worked well with this holding structure Didn't work anymore and we started to split up the holding into individual entities once again And just because we realized these companies they can't really work together anymore But that also opened up for these individual companies to actually decide what they're going to do and so In 2020 so during Covid We realized we need some kind of cash injection to compete with the market Meaning we need access to more customers. We need access to more investments because of that our point We basically had to be profitable. So the Amazio had to suddenly become profitable during Covid We lost a little bit of money all the time before but that was fine because with the holding that invested this money into us But during Covid the holding money was gone And so we had to become profitable But we also knew if you want to be purely profitable to grow Specifically in Drupal where new things are happening very fast. We needed some additional Force in the rocket that is taking up and so yeah, so we talked to some we started to talk to some VC and some banks and Very fast we realized this is not us The the type of people that we met the how they talked about us We just realized this is not what we want to do. This is not what we want for us This is also not what we want for the employees and also not for the customers. So very fast. We said okay We go for merch acquisition Meaning we want to find the company that wants to buy us that we could merge together to build this thing up into the future We felt this is much better than going the VC or bank route And so we said okay, what is next and the first thing we actually realized Well, we need to find an M&A advisor because we have never done this like you have never done a cut We never saw the company. How do you know what to do next? And so we actually first before we even started talking to companies that could buy us We first hired an M&A advisor Meaning that's a person that helps you selling your company And because we didn't just want to go with the first person that we found We actually had three different advisors that we talked to so we let them pitch us Why should we take them? So this itself took six months like this is like a process of again But you know that you will work with these people you will work day and night They will sell your company. They will represent the company in front of possible buyers So you better choose somebody that you trust. It's like your lawyer They will stand in front of this in in front of the judge and represent you and For us it was really important that we find somebody that really really fits us that understands And and we actually chose an individual person So we chose a single M&A advisor that does nothing else than that But he has three customers at the same time Which we felt was great because that's also how we do it our own company has rather less customers But the really high quality high interaction white glove While we talked to some M&A advisors They have a hundred companies at the same time that they sell and you never talk to the same person You always talk to somebody else and this was not what we wanted. So That's definitely something we did really what it took a long time, but that was really good Like I said this took long so in 2021 in March we decided on the M&A advisor and Also, we communicated the decision to the team We wanted very early that our team knows what is going on Now we told them we cannot give you every single details because actually some of these contracts They prevent you to telling because if this goes out Like you have other problems, but we told the team that we're gonna work on finding additional Funding to the company and we wanted to make sure that everybody knows about this because if this leak somehow on the company employs suddenly there's rumors that you and obviously usually the rumors are always the worst of it and So like if they say like oh We believe that all the three founders of the company are gonna leave and like all these things then we said no Let's as soon as we can we told the team what we can tell them But we also had to tell them look we cannot tell you everything But we will keep you up to date as much as we can so the team knew in March 2021 Then in April to September there was a part that I didn't really realize but this M&A advisor had no idea about our business So the first three months of this whole project I explained them M&A advisor how our business actually works Because that person needs to represent you they need to understand how it is. So this took quite some time That they understand how your business works how the different departments work how the sales works how Marketing works how finance works. It's it's a lot like you just need to explain basically need to onboard a new management Member that is not in your management like they have to understand everything about your business and What we did together is you do you create two? Documents the first one is called the teaser. It's a single page and it did not include the name amaze you in it We gave it a random name. It was called Edison. I don't know why but that was just what the company was called and on this page You have a rough overview of what the company is How much revenue they make how many people they are? Just super basic things and you create an information memorandum or an IM This is 45 pages and goes into the details. So it has customers names employee names management history Financial data basically everything about your company all the secrets pretty much are in there Okay, so what you do then is you look at possible companies that can buy you So the M&A came to our damn it a advisor came to us and gave us 250 possible companies that he thinks to kick by us and We then went through and shortlisted the 120 of them because some of our competitors were in there and other stuff So like there were companies in data that I would never sell to so so we removed them And we had 120 so we gave him back 120 and the M&A advisor then sends the teasers to these 120 companies so they received information that there's a company out there that was willing to sell But again, they don't know the company name things like that If then these companies are interested and I've never around 30 of them they will have to sign an NDA and Then you send them the information memorandum, which is the 45 pages So they get the teaser they signed the NDA if they're interested and then they get the full thing Then they start to have meetings with the M&A advisor and the CEO so up until that It's very transactional like via email back and forth not much But at that point the M&A advisors start to have calls with these companies that were actually interested and The companies also started to meet in our case the CEO So if the company that wanted to buy us was a very Roughly interested on what they saw they have a meeting and then they come with questions and you answer the questions And they tell you afterwards if they're still interested or not and Then is the time of the management meetings and demos and this is very specific to your case or very specific on the buyer so The buyer basically tells you who they want to meet the problem is Nobody knows about this So our team roughly knew but they didn't know which companies were talking to our customers didn't know So I actually just stopped before that doing technical demos to customers because we hired people that do this But I couldn't tell these people so I suddenly had to do technical demos again to the cut to the buyers And what was really interesting is you do the same demo or use the same presentation? Like I did it like 30 times Knowing that only one of them will actually choose us like if you do a demo to 30 possible customers you could have 30 possible customers in this case I knew it's only gonna be one or zero. There's not two So it at one point it felt quite draining to do this again and again and again and again And a lot of times they have no other day in this case had no idea about triple So the questions they asked like it was just like so I have to tell you this was quite a Draining time because suddenly it's you like there were three or four people knew about this And you have to answer every single question. So they ask you financial data that I Didn't know but I have to check with my own financial team that financial team asks you Why do you want to know all this information suddenly? So it's like a lot of things and in some cases They also wanted to do on-site meetings Which becomes really hard if you have a remote company and the employees like you're suddenly in San Francisco for no reason at all So yeah, that was we did it it worked out, but yeah, I was just like I had to be some for some reason in San Francisco and we couldn't tell the team really and yeah So overall honestly this felt like selling and dating at the same time like you sell yourself But you also try to date because These people that you're meeting with you know, you're gonna spend time with them So And you're actually gonna spend way more time with them than just the customer. So yes, it's Very it's that that was a weird time And to go through because it's just something that at least I've never done And but that's where the M&A advisor really helps. So that's where they help you to go through that process The next step is a so-called term sheet and it's basically like if you ever bought a house It's like an offer letter for a house. It roughly outlines The price that the company is willing to pay It also mentions roughly between shares and cash It mentions about the payout scheme. I will explain this a little bit later And other important parts Of thing but it's not a count. It's not like a legal document yet It's just a term sheet where the buyer if they're interested says I'm willing to pay X amount I will give you this amount of shares. I expect that that that That doesn't mean though that you have to accept it. This is when the negotiation starts So then you can make a counter offer You can say I want this or I want more cash or I want more debt But or I want this so again here the M&A advisor is really important Because you are now suddenly talking about your own company the thing that you bought up and it's very hard To say I want two million dollars more To somebody that wants to buy you and then they say no, but you're not worth that and you that you're like So the M&A advisor really helps in that situation because they can represent you So we actually did negotiations We've never I've met the CEO that bought us during all the onsite and everything and I've met a lot of their team But the negotiations happened through the M&A advisor So we never had to actually argue about money With the person that will later work with you every single day and that helps that really helps It's similar to if you buy houses and things like that So it's just because it's such an emotional thing as well that you are like out of this Funny enough also, that's usually when things break down like that's when Like everything is fine until then and then you realize okay the expectations of Buying and selling is completely off and daddy can be completely off And I will tell you our timeline later a bit, but yeah Important is if the term sheet is signed This means the company that sent you the term sheet and you signed it has exclusivity Meaning at that point you break up or you stop all the other discussions that you maybe have You do not talk with anybody else except that company. So they buy exclusivity It either goes through which is great or it does not and then you can go back to the all the other companies and say Hey, are you still interested but um, yes at that point they have exclusivity And then the time of due diligence starts And in our case due diligence meant we had to upload more than 200 documents Into a specific due diligence platform, which is made for that specific reason This includes every single contract with every employee every client and every vendor Every p&l statement that we had ever since the inception of the company Every meet board meeting minutes. So every decision that you ever have taken they want to know when do you take the meeting or when do you take the decision? Why? Any founding documents so the things that you created 10 years ago. They want to see them Like we ourselves we have multiple legal entities Um, so we had to find all the documents for all of them again And then illegal disputes like we had cases where customers threatened to sue us and we had to prove that this threat is actually gone Um, so there's like all these different things that come from and from the past and We also had to create projections now with the new company So that the the information memorandum of course included projections for ourselves But now we had to create projections with the new company So you have to understand the company that buys you to now try to project Um, what your company can do the fact that you're now there. So it's quite complex And this took a long time Um to create all the documents them looking at them And they looked at each of them. So they found Like wrong things in contracts of clients And we had to fix that so they suddenly go you go to your client and say hey, can we redo this contract again? And you cannot tell them why so that's another fun thing um Also important is Read through the contracts. We actually found in three contracts with customers Clauses that said if you sell your company or if there is a majority change in ownership you have to inform us So you could break a contract with what you're doing right now So this actually helped us because we read through every customer contract once more because we had to find these things So not only just upload the thing also read through them and make sure they're correct Then there is so called reverse due diligence meaning You as the company getting bought you also want to know about the other company Now in our case and as i've been told that's actually very little So it's much higher trust in the buyer than the seller So you just have to trust that the buyer is actually what they're saying In our case We we received what the board members receive from the company. So that helped because we saw like projections in there and things like that But we obviously spent much less time talking about their company than they talked with us about our company So that's just something that yeah What I have to say afterwards we probably should have done this way earlier Um at that point during the during the due diligence, it's all about you So we should have probably maybe asked way more questions in the management Meetings like the first time that we met them on the onsite to really figure out if this is really that Yeah, and then the due diligence go through Then you create the so called chair purchase agreement in our cases is an 80 page legal document that outlines how exactly these these two companies get bought In our case because the company that was sold is the swiss company The company that bought us was a us company We agreed to swiss law meaning We actually had 80 law eight lawyers or 20 assistants of them And we had a lawyer of the buyer in the us. That's the regular lawyer They had to find a lawyer in switzerland because it was swiss law the us buyer The us lawyer has no idea about swiss law still thought like they can do stuff by the us, but that didn't work Um, and then we obviously had a lawyer as well in switzerland. So yeah Like have you ever seen like these fun things when you do like this meeting cost this much with engineers Yeah, I make this times 10 Because some of these lawyers have 800 dollars or a thousand dollars per hour So Yeah, we had some meetings that we knew this costs like per hour. I think we calculate like 15 000 dollars So and you pay all of this by the way In our case we were able to agree That we just pay our Lawyer and the customer pays their lawyer that's called the buyer pays their lawyer But that's not all the time and the other fun thing is time zones So the us lawyers are in san francisco the swiss lawyers are in switzerland So Yeah, we had multiple call I have I had multiple emails from my swiss lawyers that I received at their 3 a.m So they just worked through the night And until the things were done and they were like new reagan associations And of course you have changes last minute like you think it's all done And then somebody brings up one topic and suddenly there's three calls through the night until 6 a.m In the morning where two lawyers shouted each other So And I always said like I should have become a lawyer This told me I should not like or if you become a lawyer don't become an m&a lawyer because The amount of work that these people did like it's crazy Like the document that was sent back and forth Like if you ever seen like these like change documents in the world Like I've never seen so many tabs on the side of changes of like like it's just like it's crazy Anyway, at one point you agree And you sign this whole thing now in our case again I'm in the us two of the founders of the other founders are in australia And one of the other owners is in new zealand And one of the owner was in switzerland, but at that time that we signed he happened to be in germany traveling around And somehow even though two tech companies by each other They they decided that they want to physically exchange documents with with wet ink signatures meaning your signature is on it So we had to ship around proxy documents for multiple weeks Where you basically sign something and you ship it to your lawyer and then the lawyer basically like hands it over at the on the table Then you wait for via transfer. So it's literally what you see in the movies There's two people on the phone saying please transfer money and our swiss bank said we have not yet now We have received it and then and then you hand over document. It's crazy so And then you have to communicate this with a team and the special customers Like there are some customers that were legally allowed to know immediately after you sign you have to inform them And then we again we told this To the to the team itself Then funny enough wires don't transfer immediately like this takes hours. I don't know banking's crazy Um, so like even though it's technical like this somehow stuck the money. I don't know it's flying from the us to switzerland anyway Um But we had to tell the team already so it could still go wrong Like this is a very weird time of like a couple of hours where you're not really sure If now like I don't know something happens Who is really responsible because the money didn't receive it's just anyway Um, and then you do the press release And that's when you announce the whole world that you did this and all and customers could be angry at you And other customers are happy and it's just like yeah, it's it's a lot of Anyway, so like How did we the timeline? So we signed like I said, we started in 2020 if they haven't advisors in march We sent out the The um the information random and the 15th of october we signed the nda with the company On the 19th of october 2021. We had the first intro call On the first of december we had the first demos And then they wanted an onsite. So I flew out there in january 2022 And they sent us the first initial offer and the first term sheet And then you see there's a long line of three months of nothing Because we couldn't agree like It just went back and forth We couldn't agree For two weeks. We didn't talk to them at all. It was just complete Silence and then one person started to talk again and it's just like Back and forth then we did the due diligence. That's certainly 11th um Of may um Then they want to do another onsite visit during the due diligence Which was quite interesting, but um That's what they want or you get they get it like so my ceo He flew over for 18 hours being in san francisco. So he He sat in airplanes for like 40 hours to have an 18 hour onsite So yeah, that's what he do. Um, then we had More negotiations. Um, and then we finally signed The share purchase agreement Basically two years after we decided we want to do this So I'm not saying this is the standard But of what I've been told by m&a advisors. That's roughly the timeline like that's Think about this can take From six to 18 maybe 24 months And imagine we would not have come to a term Let's say in the middle of 2022 Then you would have to start the whole thing again with the other companies. So If you do it when you're desperate because you suddenly need let's say money or you want to be out This is too late like start this much or and you can also of course you can also start it The only thing is here Only that's when you're legally binded Everywhere before you can say no At any time So think about this Now a bit about deal structure. Um, so of the total share price we got 50% on closing meaning 50% of The great share price we got there's a weird thing about the US law that there's a 15% hold back So they basically keep 15% of the 50% they just keep for two years And then two years later you will receive it the argument is that if you lie They will use that for paying the lawyers to sue you And again, it's weird And and then we have some achievements that we need to reach reach and at that point we get another 50% So that's very common. They somehow bought the end what is really cool all our employees got options. That was one of the main deal for us Our our employees really wanted to be part of the company and before we couldn't really do this with the structure We had the new company has every single employee has options or shares depending on if they vest or not Um, so that's really cool And then we have for some key employees. There is additional options Now a lot of people always ask me so how long did you sign up for? and In law unlike in contractual law or like employee law, it's not possible You cannot bind somebody for multiple years like it's not possible that you sign a contract It says I will stay with this company for two years at least for us law. This is impossible So they don't really you don't really have a contractual application to stay But they have a lot of other ways to do this like for example if If I would leave right after the signing And I would lose the options So the options that were promised to me that I have to wait for But the deal itself would still have happened. So some of the things if you leave you could lose or not And and of course, it's a high risk to not reach the goal like it would be stupid to leave the day after And because you still have a goal that you need to reach if you don't reach it And if you leave it's a high risk so Um and so therefore there's like an indirect commitment that you give To the buyer that you stay at the company because if you would leave You just you would lose so much of the possibility of the earnings that you get And so that's that's how they basically bind you to the company, but it's not like a specific Month or day that I signed something Yeah, what are the learnings? Um First of all have your stuff together Like if I would do this all again, I would definitely be much better In making sure that every contract is there every employee contract is there every board meeting is there because we found a lot of things that somehow happened eight years ago And you're trying to figure out what is going on and at that time was like, yeah, yeah, yeah It's fine like we found like ten thousand dollars in a budget that was unaccounted for And then they come back and say like where is this ten thousand dollars? And you're like, I don't know then it's a wall figure out And so you just spend old slack messages reading through and trying to figure out what we decided at that point So have your stuff together all the time because if you don't it's going to bite you at one point Definitely get an m&a advisor. I cannot stress this enough. Yes, they're going to take money They're going to take a percentage of the sell price But at least what I believe in the amount that if you have never done this before These companies will steamer all over you like they will just like there's just Expectations in this whole process of how these things work if you don't know them You're going to completely fail and they can represent you So specifically during like negotiations breakdown and stuff Yeah, the m&a advisor was extremely valuable And at the end be ready for a wild ride like this is probably the most craziest thing of I learned Never before I've learned so much about myself and the company than doing this process Because you have to explain your company a lot. You have to talk to your people. You have to talk about your other founders So It's a lot, but it's you're actually learning a shitload about yourself and I've got the company and all in all Yes, it was a great learning And that's it We have some question in the app. Yes First question In regards to the situations where the owners stay on but the acquire buys shares What are your thoughts on diluting shares for the new owners versus selling existing shares? I'm not sure if I understand the question kind. What are your thoughts on diluting shares for the new owners? Versus selling existing shares So in our case the company that bought us Created new shares and gave them to us, but yes Basically what it what it probably refers to is that every time that you Create new shares in a company the existing shares are diluted But the company that bought us had to dilute their shares So we really didn't worry about that But of course now The company that owns us if they now buy another company It will dilute our shares even more. So but that's Actually, not something that you really have under control or that we didn't have under control in our case We have another question based on the experience expenses you describe Experiencing during the acquisition Isn't there a risk that the overheads eat too much into the profit of a sale for it to be a common nominical? Yes, yeah, that's definitely a risk So you could spend so much time during that process that you not do sales or things like that and then You're actually your profit goes down which then causes pain to the company And in the end the company doesn't want to buy you And you spend all this time and yeah, this is a risk. Yes That can happen That's why the amade advisor amade advisor also helps because they do a lot of the work for you So because yes during all of this you still have a company to run Like there's new customers customer leaving your employees. So your company is still running What we try to do is not to inform to add too many people But It's usually the people that steer the ship. So it's all the owners the whole management is part of this So there is a risk there. Yes Another question. How were the goals set for the second 50 percent of the deal? How hard were you pushing in setting the goals? So we could define our goals ourselves Which is great, but it's not always the case and So we We use the goals that we anyway had for the company and we added a little bit on top Because now we are part of the bigger company and we should be able to generate more But of what I've heard is that is really dependent on The buyer the situation things like that So it could be that their term sheet says we want you to make four times more revenue in the next year than what you've done Last year and then it's something that you really have to think about is this something we can achieve or not So it's it's part of the negotiations going back and forth But I think it's an important one because after all is signed Everybody looks at that number that you agreed on that what you will receive So you get measured on this and this only so make sure that whatever is in there is something that you feel comfortable with Another question does the advisor work on a fixed percentage or does it depend on certain factors? That's a good question. Um for us it was a fixed percentage Um But it can depend so Well, that's actually not correct. So they take a monthly fee which was like five thousand dollars So it's not a lot for the work that they do. It's not a lot at all But this gives them at least a little bit of money that they receive in case because if you never sell The m&a advisor also never gets any money. So most m&a advisors charge you a little bit per month And then they take a percentage. I think average is eight percent Which is quite a lot, but again use them Use them for what they can for their experience But you can do a deal whatever you want with the m&a advisor like it's really dependent on And it's also no problem like during the due diligence when we when we chose the m&a advisors That was one of the things as well is like how much do you want? Can we can we reduce your rate as well? um I wouldn't though do too much with the m&a advisor like don't Pressure them too much because in the end you depend on them to help you And if they have a very bad deal with you, they're not going to help you anymore And so you're basically with and without an m&a advisor again So keep them in a in a place that they're happy as well We have one minute. So last maybe last question here and maybe take another on the audience Any advice to know if the buyer is really interested or just want to get all your Informations You have no idea Like it could be that it's completely like somebody that just will get your all your information And steals them from you because yeah, you basically give them everything But that's also good again to have the m&a advisors So they will be able to tell you if the buyer is serious or not Like because they have seen this already times many times before so based on what the questions are They can help you Yes Yes, and it's completely arbitrary like It's arbitrary Like you're basically saying I think it's this And then they say no, I think it's that that is like if you're not stock traded How do you know what the value of your company is like it's it's completely hard to say There are models and the name of the very advice I should be able to help you with that But there's not like a fixed model that everybody uses Usually it's some kind of multiplier of the revenue So what factors have to be yeah, what kind of yeah I've only done it once so I can only tell it in our case It's it's a lot it has to do with well obviously how much revenue you make We didn't make much profit at that point so the profit is not really important But the company that bought us also doesn't mean we make a lot of profit. So that's a good thing But it has a lot to do with in which market are you how experienced are you how what type of customers do you have How good is your team? So it's a lot of things that are very hard to measure but in the end Yeah, you're trying to price something that is has never been priced before so it's really hard And it's part of negotiations like it goes back and forth back and forth back and forth And at one point you will find yourself or not Before starting this process. Did you do what think about doing? Asking your customer or competitor or some organizer, you know, you are interested in buying We thought about our Competitors and decided very fast. No, we don't want to do this just because all none of our competitors are open source So it was pretty clear for us that we're never going to sell us to them Compat if We had some of our so of this list of 250 people There were some of our customers in there. So that was one of the possibilities, but it didn't It wasn't something that happened One last question because Yeah Do you feel more or less free or locked in now than before? That's the real question So the good thing for us and I'm not saying this is standard Our whole team Branding processes everything stayed the same The only thing that really changed is that instead of the CEO reporting to the board of amaze.io It's now the CEO reporting to the to the CEO of the company that bought us But this is very exceptional My experience with others and now actually mirantes the company now is they're buying more companies They're buying them that completely dissolved within the company. So every process changes everything, but we Were such a strong independent company that had everything that they decided to not do that And because of that I still can take the same amount of decisions that I was able to do before But I can't tell you if this is going to be forever It depends if the companies are going to stay on right now I feel the same as before, but it would be very different If the company would have bought us and would have integrated us completely Because then I would probably lost a lot of control But that was part of the deal like we said if we do this we want to Have some kind of authority still Or I'm gone like that was one of them and so they said okay. No, we want to give authority so that's why we structured it that way so it's Right now it's the same, but it probably will change in the future. Thank you