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Real Clients, Real Stories – Sale of Harvest Fine Foods

M&A The Inside Story – What’s it Really Like to Sell a Company – Sale of Harvest Fine Foods.

Part of our Real Clients, Real Stories Series. This latest video captures the frank reflections of Dr. Richard Strongman on his experience selling Harvest Fine Foods, a company he owned over several decades. Initially joining a modest operation with £500,000 annual turnover, Dr. Strongman expanded the business to nearly £30 million in revenue with 120 employees.

The sale to Bidfood was the culmination of years of strategic planning, including scaling operations, hiring key personnel, consolidating leases and transitioning to larger, purpose-built premises.

A central theme is the critical importance of early and expert professional guidance. Dr. Strongman emphasises working with trusted advisors like Justin Levine and Nick Davies whose strategic and legal support helped shape a favourable, clean exit that included full payment at completion and minimal post-sale obligations. One memorable example was the successful negotiation of a clause interpretation that shifted the deal value by six figures in Richard’s favour.

The emotional toll of selling a business also features prominently in his story. Dr. Strongman likens the process to a “once-in-a-lifetime” event, underscoring the deep personal attachment to the company and the stress of intense due diligence, confidentiality concerns and fears of buyer tactics to chip the price. The sale was with their main competitor, making trust and discretion of paramount importance.

His final advice to entrepreneurs is clear: plan your exit early, at least three years in advance, understand your buyer and engage professionals who can guide you strategically through the process. Selling a business, he stresses, is about much more than numbers, it’s an emotional, complex and ultimately life transformative journey.

QuickFind Timeline

Real Clients, Real Stories: Sale of Harvest Fine Foods

00:00 – Importance of Early Professional Involvement, 3+ years pre-sale, value of experienced legal and M&A guidance
01:08 – Business Origins and Early Growth from £500k turnover to over £11.5M.
02:17 – Hitting growth ceiling due to physical locations and the strategic decision to consolidate facility
03:35 – Intentional Planning for Exit, a structured exit strategy
04:02 – Choosing the Right Advisors, why boutique, value personal relationships, trust
05:20 – Sale Process, direct negotiation with a long-time competitor who deeply understood the business
06:47 – Building a Desirable Acquisition – strategic calculations to appeal to future buyers & maximise value
07:10 – Key Deal Terms and Clean Exit, how a critical clause interpretation yielded a six-figure gain
09:20 – Retrospective Advice: Engage Advisors Early Even Earlier
10:31 – The Emotional Journey of Selling, highlighting support received
12:01 – Due Diligence Pitfalls, unresolved historic shareholder/legal documentation can derail deals
13:26 – Competitor Due Diligence Concerns, initial hesitation in sharing sensitive data, mutual professionalism prevailed
14:14 – Final Advice to Business Owners, define exit strategy early, know buyer profile and position the business for acquisition from outset
15:40 – Closing Thanks, Justin Levine thanks Dr. Strongman, who credits the team for a successful outcome.

Meet your M&A experts

Nick Davies, Partner | M&A Solicitor, Steele Raymond LLP Solicitors

Nick acts for a wide range of business clients across various sectors, advising on complex corporate transactions including company sales, purchases and mergers. Nick also advises on on mergers, de-mergers and re-organisation.

Justin Levine – Managing Director, TheNonExec M&A Boutique

Justin leads a boutique exit advisory firm specialising in manufacturing, technology, IT, digital, healthcare, wholesale and distribution markets. With the support of a 15-strong virtual team of analysts and researchers, he helps private business owners with growth and exit strategies.

CONTACTS:

TheNonExec Limited
Contact us here to chat about your business exit.

Steele Raymond LLP
Richmond Point, 43 Richmond Hill, Bournemouth, BH2 6LR
steeleraymond.co.uk

Transcript for M&A Deconstructed

Transcript for video:

Real Clients, Real Stories – Sale of Empower Energy

M&A The Inside Story – What’s it Really Like to Sell a Company – Sale of Harvest Fine Foods

Importance of Early Professional Involvement
Dr. Strongman advises engaging professional advisors 3+ years before selling a business, citing the high value of experienced legal and M&A guidance.

Dr Richard Strongman:
As I say to lots and lots of entrepreneurs and businesses; start with someone like you three years at least before you plan to exit. It’s not an inconsiderable investment, but by golly, it’s worth it. If you remember, there was an interpretation, wasn’t there one clause that made a six figure difference? Either way, depending on which way you interpreted it, and thankfully you were able to negotiate to interpret it in a way that was favourable to us. I can’t stress how important that is to have the right professional advisors in at the right time in the business.

Justin Levine:
Dr. Richard Strongman, you were the former owner of Harvest Fine Foods and you sold the company to Bidfood sometime ago. So we’re here to have a conversation about your experience. Not everybody gets to sell a company. It’s usually a once in a lifetime thing. We want to tease out the emotions, those moments that you went through in that journey, not just in the sale process, but the run-up to it, so thank you for being with us. A starter, let’s just go back and have a look at Harvest Fine Foods and what that business was. So perhaps you could just give us a little bit of an overview of the business, what it did, the size of the business, when you started it, and what it arrived at the end.

Business Origins and Early Growth
Dr. Strongman describes joining the business, initial naivety and early expansion from a £500k turnover to over £11M.

Dr Richard Strongman:
Okay, so I think when I began, when I joined the business, I was incredibly naive. I’d worked in a very highly regulated industry, technical capacity, so my understanding of business in the broader sense was virtually nil. Naively on reflection when my brother invited me to come and join the business and I said yes, it wasn’t until 12 months later when I finally realised what I got myself into.

And at the time, the business was a very small affair. Primarily we did a range of dry stores and we did them mainly within Southbourne and Bournemouth, and we turned over around about half a million pounds a year.

And what my vision for it was, I thought, I’m going to retire at the age of 40 because 40 seemed very old back then. I was going to set it up so that it was almost a passive income, but I had no idea how big I would have to build the business in terms of scale, in order to achieve the lifestyle that I wanted to and the financial security that I wanted to and actually the sense of accomplishment.

Those first, I’m going to say 15 years, were really just growing the business for the sake of growing the business with not really a clear sense of purpose or direction about where we were going, why we were going there.

Premises Challenges and Strategic Move
He discusses hitting a growth ceiling due to physical locations and the strategic decision to consolidate into a 56,000 sq ft facility.

Dr Richard Strongman:
So I think we got to a point where we’d grown the business to 11.5 million turnover at about 120 employees. And we were occupying six warehouses of about 22,000 square feet in Christchurch, and we were bursting at the seams quite honestly. But thanks to Nick and his team, as we’d taken successive leases on each new property, they advised me make them all co-terminus. And so we came to a point where in around about 2015, our leases were all co-terminus and we had a decision to make: Do we renew them and carry on struggling in premises and on an industrial estate, which was not really fit for purpose or do we roll the dice and go for it? And of course, that’s what we decided to do.

Nick Davies:
Fantastic new premises at that time.

Dr Richard Strongman:
Yeah, big step.

Nick Davies:
Large refrigerated section, loads of room for all of the vehicles and all under one roof at that stage, I think.

Dr Richard Strongman:
Pretty much we took the new premises on with a huge increase in capacity. We went from 22,000 square feet to 56,000 square feet. We invested an awful lot of money in this. We had a very clear sense of what turnover we wanted to achieve EBITDA, what multiple of EBITDA we wanted to achieve in terms of the sale, who we were going to sell it to and when.

Intentional Planning for Exit
Having clear goals: target turnover, EBITDA, sale valuation and potential buyers — a structured exit strategy.

Justin Levine:
But it was quite an accomplishment, I mean, you took the business from half a million to just short of 30 million pounds turnover, and I’m sure as you’ve said in your words, a hugely competitive environment. So you had in your mind the timing was coming right to sell. So how did you go about finding the right people to help you sell the company? At what point did that process start?

Choosing the Right Advisors
Dr. Strongman explains why he preferred boutique advisors (Levine and Davies) over large firms, valuing personal relationships and trust.

Dr Richard Strongman:
Nick and Steele Raymond have been my solicitors now for many years, trusted in every facet of everything I’ve done within the business, and I can’t stress how important that is to have the right professional advisors in at the right time in the business. I’d been working with Nick for years. You and I got on famously and I trusted you, importantly. I didn’t want to go with one of the big M&A organisations or an accountancy firm that offered that kind of service. I liked the boutique approach, and so it was a real kind of bonus for me that you two had worked together on so many projects before that was just the clincher really, that just made the decision incredibly easy. Well, I’ve always worked in my business life on relationships and we’d built a relationship over a long period of time. I think in both of your cases there was never ever a hard sale or a hard push. Like most things, it starts off small. You do a little lease together and that goes really well, and you think then you phone up with a little bit of advice on something else and it just builds over time. But there’ll always be a niche of that human to human connection. I think it’s absolutely fundamental.

Sale Process
The sale was a direct negotiation with a long-time competitor who deeply understood the business.

Dr Richard Strongman:
We had a monogamous sale process in the end, didn’t we, so we had one suitor, but it was a very serious proposition, so we didn’t go to the open market and tender the business in the way that you normally would. But I recognise that that was a fairly unique situation.

Justin Levine:
It was. It’s unusual that it’s a one-to-one sort of connection as it were. And of course, there’s a little bit of spade work that’s done at the beginning part of that, once that conversation is in play to say where the offer, where the deal might sit in terms of attractiveness,

Dr Richard Strongman:
I think you’d probably agree, we established a very good brand and a very good business and a very desirable business for someone to acquire

Nick Davies:
Definitely, yes.

Dr Richard Strongman:
Which I think will add to that valuation model. They knew our business and understood it very well, having been our closest competitor and our biggest competitor for decades. And they also knew some of the key personnel within my management team, and it wasn’t an accident that I recruited those people because I wanted people that understood that industry very well and people that would be known quantities to any prospective buyer in the future. So a lot of what we did, including the move, but changing to a different purchasing consortium, the people that we employed, the location that we chose to open up a much bigger territory for us to work within were all very deliberate and pointed decisions.

Building a Desirable Acquisition
Staff hiring, supplier changes and geographic expansion were all calculated to appeal to future buyers and to maximise valuation.

Justin Levine:
It’s funny reflecting a little bit, my memory, going back and I remember those pieces in the jigsaw puzzle. I remember there were focal points, if you like, at the time, I think one of them was money, because of course you remember how complicated offer documents are and you accept the deal offered by a buyer, and there’s various moving parts in those numbers, if you remember. I’m not sure if you recall.

Key Deal Terms and Clean Exit
A critical clause interpretation yielded a six-figure gain. Dr. Strongman secured a clean exit with full payment at completion and minimal post-sale duties.

Dr Richard Strongman:
No, I do. I remember very well. There was an interpretation wasn’t there of one clause that made a six figure difference either way, depending on which way you interpreted it, and thankfully you were able to negotiate to interpret it in a way that was favourable to us.

For me, I wanted a clean exit, if you remember. I wanted to walk away with no workout, no retained funds or anything linked to that workout. And in reality, we were paid in full on the day of completion, weren’t we. I stayed on a consultancy role, three days a month notionally for three months after which they didn’t require my services anymore. So that to me represents just about the perfect clean exit.

Justin Levine:
So what about professional advisors? Because would you, I’m guessing that you probably would lean on the idea that it’s probably a good thing to have professional advisors helping sell a business or maybe not, perhaps.

Dr Richard Strongman:
Absolutely. Yeah. So when we started this process, my finance director at the time had been involved in some M&A in his previous roles on the sell side, and so felt that he could put together an information memorandum, and then some very smart part of me just nudged me and said, show this to Justin. And so I sent it over to you and you said, Richard, I’m going to advise you as my friend that whether you decide to use us or not, for God’s sake, don’t send them that, because it’s rubbish and it will only negatively impact on your end exit valuation and so on.

Justin Levine:
You just reminded me of all of that as I’d forgotten about it actually. So it does make me smile thinking back to it.

Dr Richard Strongman:
I don’t want to speak ill of my FD at the time because he did it in all good conscience and thinking that it was the right thing to do. But again, the trust element, isn’t it? Justin says, look, I don’t care whether you do it with me or not, but for goodness sake, don’t go with that document. It’s not an inconsiderable investment to put together an information, a professional information memorandum, but by golly, it’s worth it right. What you did to present our business, I looked at thought, ‘co-er’ [sic] I’ll buy that business, it looks bloody marvellous.

Nick Davies:
I think I’ll keep it. Yeah.

Retrospective Advice: Engage Advisors Early
If doing it again, Dr. Strongman says he’d involve advisors even earlier to fine-tune operations for optimal valuation.

Dr Richard Strongman:
I’ll keep it, but I think I say because we had that monogamous process to begin with, I think we were okay to engage with you later, but I think if I was doing it again and we were starting without a particular buyer in mind, then I would want to engage with someone like you a lot sooner in that process because there’s a lot more you can do to prepare the business for sale and to improve your exit valuation by changing the mechanics of how you run the business and the run up to it once you know what a prospective buyer is looking for when they’re reaching their valuation. That would be my advice is start with someone like you three years at least before you plan to exit

Nick Davies:
When you embarked on the process, then you mentioned you maybe didn’t know that much about the process. What surprised you the most on from finding a buyer through to completion perhaps? I’m just interested from your side. I mean, it’s easy for me and Justin in a sense because we see these transactions day in, day out, week in, week out. But for a lot of people, as Justin says, most people in fact will only sell one company in their lifetime. So it’s just interesting for us to know

The Emotional Journey of Selling
Sharing the deep emotional impact of selling, highlighting the support he received during due diligence stress.

Dr Richard Strongman:
It’s such an important thing actually. And the fact that you guys recognise that for most people, they will have one business and if they’re lucky, they’ll get to sell it. And it’s a huge emotional journey. I mean, if you like, although I bought the business from my father, I feel like I was the founder. It was a completely different proposition.

Nick Davies:
Sure, yes.

Dr Richard Strongman:
And so I want somebody to, I get one chance to sell it and get the best deal I’m going to get, so I needed to have a team that I can trust to make that happen for me.

So I think the emotional journey is just the biggest thing, right? How many times during the process, Nick, did I phone you up when the buyer’s solicitor going through the due diligence were asking just petty questions, really, that were very little significance in the overall thing, and it just felt like we were gearing up to chisel the price, and I just wasn’t game for that, and I was so emotionally invested, and it was just great that I could palm that off onto the two of you and you’d just say, “Calm down Rich, it’s just normal, we’ll deal with this, don’t worry about it”.

Nick Davies:
I think that’s a really important point though, because I think that, like any process you haven’t been through before, going through it for the first time, the nature and the level of the scrutiny and the forensic approach of the buyer, someone who’s going to be paying several million pounds for a business, they want to know every last thing about the business. And where you’ve got a business that goes back 10, 15, 20 years or more, there’s a lot to look at.

Due Diligence Pitfalls
Warns that unresolved historic shareholder or legal documentation can derail deals. Emphasises keeping company paperwork clean and current.

Dr Richard Strongman:
You can get so easily derailed in that due diligence process if you haven’t tied up your share capital and share movements. So we have changes of shareholders over a number of years.

Nick Davies:
Yeah, we did.

Dr Richard Strongman:
My brother left the business. We had another business partner who also left the business. If you don’t tidy up that paperwork at the time and get everything properly signed off, that can unhinge the whole process.

Nick Davies:
If you don’t do it properly, then you’re either doing it in the process. And that assumes that it can be corrected in the process because some things, Justin and I, not your transaction, we’ve worked on other transactions where things like stamp duty hasn’t been paid on historic share transfers or whatever. Well, if you’re going back to HMRC to get stamp duty paid in a hurry, particularly when there’s lots of fines and penalties to be calculated in some cases over several years, it can take time. And if you’ve got a completion scheduled for two weeks time or three weeks time, you’ve only just discovered this particular issue, it can be a challenge. And as you say, you’re balancing up a lot of emotions at the time as well. So you’re trying to have this kind of detailed hat on to answer all these questions, at the same time you’ve got your own emotions going on. So it’s quite an intense period, I think.

Dr Richard Strongman:
Well, also, you’re trying to keep it secret from 160 employees and you’re trying to keep a lid on everything and make sure that it doesn’t get out into the public domain…

Nick Davies:
And run the business right?

…in case it falls over and continue to run the business well.

Competitor Due Diligence Concerns
As the buyer was a direct competitor, there was initial hesitation in sharing sensitive data. However, mutual professionalism prevailed.

Nick Davies:
Yeah. Did you worry about customers in the process in terms of retention of customers or customers being unsettled or,

Dr Richard Strongman:
Yeah, I did. And of course, when you’re selling to one of your biggest competitors as well, that made the due diligence process particularly hard because they wanted to see our product list, customer list, price-list customer lists and so on, so forth, and I didn’t want to share, turnover to each customer. I didn’t want to share that information.

Nick Davies:
We redacted it, didn’t we until fairly later on in the stage, I think.

Dr Richard Strongman:
We did, and actually do you know what? Credit to the buyer. They were absolutely brilliant about that. They didn’t push that agenda at all, did they really?

Nick Davies:
No.

Justin Levine:
So you’ve had the benefit of doing this once, and it’s quite intensive, the process, right? So what would you advise business owners if they have to go and sell their company, what would the advice be?

Final Advice to Business Owners
Dr. Strongman urges entrepreneurs to define their exit strategy early, know their buyer, and position the business for acquisition from the outset.

Dr Richard Strongman:
Lots of things, to be honest with you, and I do take the opportunity whenever I can to talk to people and advise them this, but I think the starting point is always know what your exit is and when, and stick to it actually. There’s a real temptation, you set this thing up and you have this idea when you going to leave and then things are going well, I’ll just carry on. Don’t!Stop! Get out! Stick to your plan, have a plan. I think, as I say to lots and lots of entrepreneurs and businesses start as passion projects without really any clear insight into who’s going to buy their business at some point in the future. I challenge people on this all the time. Who is going to buy your business? Why do they want to buy it? What you think is going to be your exit if you’re not just going to run it as an income and then close it down at some point in the future.

Everyone wants to sell it and get some big ticket at the end of it. So who’s going to buy it? Why are they going to buy it? What are you offering them that they don’t already have that’s going to persuade them that they want to do it? And how are you going to engineer the best price and opportunity to do that? Is your market in a position of acquisition at the moment?

So actually, the food service market is in a period of consolidation at the moment, and there are a number of bigger buyers taking over smaller companies, but there’s definitely a lot that people can do at the beginning of their journey to enable that exit further down the line.

Closing Thanks
Justin Levine thanks Dr. Strongman, who credits the team for a successful outcome.

Justin Levine:
Okay. So Dr. Richard Strongman, thank you very much for coming and sharing your story, my friend.

Dr Richard Strongman:
Thank you very much for helping it have a happy ending.

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