to Negotiate and Capture the Value of a Growth
by Thomas V. Metz, Jr.
Wiley & Sons, November 2009
Hardcover, 326 pages
with strategic value—as opposed to financial value—exist in a variety
of industries, but they’re predominantly found in today’s ever-growing
technology, software, and service industries. Almost every one of these
businesses will transfer ownership at some point in time, the vast
majority through an outright sale of the company. But those responsible
for handling transactions involving companies with intangible value are
often faced with a number of hard questions: How will the buyer
perceive value? In which sectors can the best buyers be found? Can the
right investment banker add value to the transaction? Selling the
Intangible Company, Thomas Metz helps entrepreneurs and CEOs to better
understand the process and nuances of selling a
company whose value is strategic. He addresses all the key issues
surrounding the sale of a company in which the value is in its
technology, its software, and its know-how—but has not yet shown up on
its balance sheet.
Metz reveals the important subtleties surrounding the sale of companies
whose value is strategic, such as how selling a company with strategic
value is different than selling a company with financial value and why
small transactions have different dynamics than large transactions. He
identifies the best time to consider selling and debunks many of the
common myths surrounding the sale process. Drawing from his 25 years of
experience in this area, Metz offers invaluable advice on negotiating
the price of an intangible company, identifies the common negotiating
mistakes and examines the pros and cons of the sale of stock versus a
sale of assets. He also looks at transaction currency alternatives and
how creative structuring can overcome unusual deal problems. In
addition, he tells how to select an investment banker, attorney, and
accountant—and explains why a CEO should not sell the company himself.
Deals such as these can be a complex, sometimes perplexing process.
Selling the Intangible Company provides the essential information
necessary for business professionals and technology CEOs who need to
understand the nuances of selling a company with intangible value.
From the Back Cover
Selling The Intangible Company:
"Tom Metz brings a world of common sense and practical expertise to an
area where it is desperately needed. Untold wealth and value are wasted
repeatedly through buyers and sellers misunderstanding the nature of
strategic value and how it translates into not only sales price, but
company disposition. If you are entering into a transaction of this
sort, you must read this book."
author, consultant, and venture capitalist
Metz has captured the essence of deal-making, in what surely is
one of the most readable texts written thus far. Every chapter would be
useful for our CEOs who are capturing value by partnering or getting
ready to embark on the M&A pathway, and it will be 'required
reading' for our first-time CEOs. His insights and humor shine through,
making this one of the more enjoyable business books available today."
Mike Powell, General Partner, Sofinnova Ventures
"I plan to provide copies of Tom Metz's
book to my CEOs, CFOs, and
fellow board members requesting a discussion of it well before serious
shareholder liquidity becomes a possibility. In his relatively short
book, Tom has provided a very complete discussion of the important
aspects of selling any company, but especially one whose value is
difficult to determine."
Jim Towne, first recruited president of Microsoft
"Mr. Metz draws on experience, creativity, process, game theory, and,
most of all, empathy in guiding CEOs through the maze of techniques and
myriad of paths one can follow during a sell side transaction for small
Anil Hansjee, Head of Corporate Development, EMEA, Google
"Tom Metz has always focused on deals that require creativity to
complete successfully. He shows how perception can be more important
than analysis and how extrinsic value is in the eye of the beholder.
These days, M&A is the path to liquidity in the vast majority
cases and this book helps those concerned to understand the typical
factors comprising the deals. Actual 'war stories' illustrate different
Peter L. Wolken,
General Partner, AVI Management Partners, Los Altos Hills, California,
(A Silicon Valley venture capitalist since 1979)
About the Author
Metz has been a
banker for more than 30 years. He founded T.V. Metz &
Co., LLC, in 1983 and has a diverse corporate finance background.
Metz’s primary specialization is
software, and service companies. Previously, he invested venture
capital for an investment firm and managed new business projects for
Gramark Co., a private holding company. Metz has degrees in Mathematics
and Computer Science from the University of Oregon and an MBA from the
University of California at Berkeley.
He has authored two other books: Perfect Your Exit
Steps to Maximum Value,
published by Bettencourt Publishing in 2016 and Defining Excellence—The Discipline of Company Definition (Bettencourt
Comments from Readers
am finishing up your
"Selling the Intangible Company", and I wanted to thank you for putting
such a great resource together for the founders of technology firms.
Reading your book has been both educational and enjoyable, and I
imagine the book has become a huge asset for your firm when it comes to
educating and screening potential clients." — Jeremy