Deciding to sell or merge
is difcult. Going about
it badly is far worse. Keep
these points in mind.
1. Talk to every possible partner.
There’s no telling who might be
interested in a deal, so it’s essential to cast the net far and wide.
2. Run a process. Track every
conversation, set deadlines for
interested parties, and establish
your terms clearly and defnitively.
3. Don’t do it halfway. If you are
exploring a deal, you need to
commit to it.
your terms clearly and defnitively. And third, don’t do it halfway. If you are
exploring a deal, you need to commit to it. We needed to make it happen.
And so we began, and made a new plan.
The search got started with several weeks of hintdropping emails
and coy phone calls to appropriate prospects. We’d mention that we were
“exploring partnerships” and looking to “join forces,” with the hope that
we’d fnd not just interest on the other end, but the right sort of interest—
interest in the team we’d built, in the product we’d created, and in the
progress we’d made—which would make a merger right for both parties.
AS ADVISED, WE RAN A PROCESS, exploring dozens of possibili ties. But advice can vary. Some suggested we tell our team we were shopping a deal, while others insisted we spare them the angst until all the papers were signed. We decided on not telling them. Our concern was that they would (not without reason) start to fret. We needed them to be engaged
in what they were doing. And we certainly didn’t want them to start looking
for work elsewhere. Keeping our people was going to be integral to a suc
cessful deal. Some suggested that we push hard on a number of fnancing
options and exits, while others counseled a focus on one strategy alone. In
the end, the best advice came from our ace lawyer, Michael Esquivel, who
kept making the same point. “Companies don’t get sold,” he told us. “They
get bought.” We took heart in that; he meant we needed to believe in the
company we had built. But he also meant we needed to fnd a partner that
believed in it as much as we did.
and enthusiasm for the new partnership. It was surely the biggest relief of my life.
Truly, honestly: We couldn’t be happier. Our small team stayed together and
held fast during the tumult, and they took the news with delight. As part of the
GoodRx family, we’ve pretty much gone back to work on what we’ve been
building all along. In fact, we’ve put the pedal down, ofering richer, better
consumer resources at Iodine.com.
The whole process took a good six or seven months. We’re still part of a
small and growing team, we’re still focused on using data to help people, and
I’ll still be sharing the hardwon lessons of startup life with you in Inc.’s pages.
Last August, back when I still thought M&A would be a relatively quick and
painless process (ha!), I had dinner with a friend who’d walked over the startup
coals himself a couple of years prior and managed to sell his company. His words
still echo in my mind. “You just have to do one thing,” he said over a third bourbon.
“Just land the plane. Land the plane. Don’t let it crash into a mountain.”
It wasn’t easy, but we managed to do just that—and to refuel for another
jaunt. This journey isn’t over yet, not by a long shot.
Finally one clear favorite emerged:
GoodRx, a Santa Monica, California–
based company with a mission that’s
complementary to Iodine’s. GoodRx’s
technology—its website and apps—
helps people fnd the lowest price for
a medication at their local pharmacy, a
godsend for those with no insurance or
with highdeductible insurance (the
company gets advertising and referral
fees in return). Not only was GoodRx
involved in the same area of health care
as Iodine—improving the consumer
experience around pharmaceuticals
with better data—but the founders are
good souls too. We’d benefted from
their savvy advice in recent years, and
a merger made sense all around.
Still, even after everyone had agreed
on the nittygritty, the deal had to get
done. And so we entered a frenzied,
twomonth march of paperwork, law
yers, due diligence, and investor updates.
About those investors: We were decid
edly lucky that they were supportive and
patient. Every one of them signed on to
the deal promptly. (Why? Keeping them
posted with thorough updates every two
months over the past three years paid of.
I can’t recommend that enough.)
We closed the deal two days before
Thanksgiving. And then we told the team
the news. Though the details came as a
surprise, most had fgured something
was up. There were smiles all around,