The following story is based on an actual series of events, with some names and circumstances fictionalised. Any similarity to any person’s name, character, or history is entirely coincidental and unintentional. It is good to have a plan for the succession of a business.
Gerald, John, Steven and Mazlan were close friends, dating back to schooldays. So close they would get punished together for naughty things that schoolboys typically did.
The first two were involved in building up a successful business in manufacturing and distributing car interior accessories. At the same time, the latter two had also built up an equally successful business, this one in car exterior accessories.
Because of the obvious synergies involved, they decided to merge and apply for listing. The structure that was decided on was one where a holding company (Car Listco) was formed to hold the two operating companies as subsidiaries. 25% of the shares in Car Listco would be offered to the public.
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The Succession Of A Business: Case Study Of Four Shareholders
At the same time, the balance shareholding held by the four individuals would be swapped into an investment holding company (Holdco), which would then control Car Listco. The four shareholders held shares in Holdco with equal portions of 25% each. Car Listco was successfully listed and well received by the public, and the market price on listing was about twice the offer price.
The four shareholders were very happy with the high valuation, translating into approximately RM60 million above the pre-listing value. And that was not all. Others were also prepared to pay a control premium for control of a listed company of some RM50 million at that time.
This kind of structure is, in fact, not uncommon for companies preparing for listing. Somewhat innocuous. Until the four shareholders disputed distribution, Car Listco performed well for many years, selling through a larger distribution network after the merger and declaring healthy annual dividends.
In the initial years after listing, Holdco received its share of dividends and distributed 80% of all it received, and shareholders were happy with the arrangement. But five years on, the first two shareholders, who were also partners in another business, began to have cash flow problems and pressured Holdco to distribute more, even suggesting liquidation of part of the stake in Car Listco.
This led to many arguments and fractured the close relationship the first two had with the other two, which puts a pressure on the succession of a business. Compounding the problem, Mazlan died, and his brother, the only next-of-kin, took over his directorship, which became the last straw because of his lack of trust and aggressiveness towards the other shareholders.
In the end, the shareholders decided to liquidate Holdco and distribute it individually to each shareholder to be free to do what they wanted with the shares. The result of this breakup was that the shareholders lost the control premium, therefore they have failed in ensuring the succession of a business.
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How To Ensure The Succession Of A Business?
So what went wrong? How did a successful merger and listing end with a breakup and loss of control?
The crux of the problem was the lack of liquidity. The Holdco made up of friends’ stakes tied together at the outset was a mistake. While Car Listco shares owned by Holdco were liquid, the shares in Holdco were not, leaving no liquidity for shareholders in need.
It would have been better had 51% shareholding been locked up in Holdco and the balance distributed to the individual founders so that they would have liquidity. This would have avoided the disputes they went through before liquidation. In addition, it would have been good to plan the succession of a business, where shareholdings with a buy-sell arrangement, so that the founders would retain control when any of them exited.
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About Rockwills International Group
Rockwills International Group, now in its 28th year, pioneered professional will writing in 1995 and has since evolved into the leading estate planning specialist in the country. It is today the largest provider of solutions and support services in trusts, succession, management and distribution of wealth. It has shareholders’ funds exceeding RM50 million. It has done over 280,000 wills and 15,000 trusts and holds more than RM25 billion in assets under trust.
