Question about being acquired / merging

[TomATB]

Need some advice please.
I opened a medical staffing practice (rehab and nursing) over 3 yrs ago. Some of the details …
I own 100%
Gross Sales for 3 yrs is $350k and expect to do $250K this year
There are only 2 of us on the admin side doing this
I am very burnt out on doing this alone and have had a couple of conversations with some groups to merge with. Stress is simply killing me.

Where I need advice – I am being offered the deal below. This is the 30,000 ft view.
Larger staffing company with many resources and capital wants my company to merge with them. They do not currently offer rehab or nursing anywhere. I bring many MSP contracts and other contracts that would take them 1-2 yrs to get. They admit that. They would hire me on to continue to grow the book of business in this region. They would want to pay me some (not much) cash on the front end. I would be on salary (roughly $65k) plus commission and have a share (small, 5-10%) of what the company does in this region. This would be an actual share that would pay off if the company sold.

My biggest concern is to be let go shortly after I come on board since they would then have my contracts and book of business.

Any thoughts? Has anyone ever been in a similar situation? My apologies if there is a better place to post this.

Thanks in advance!

[Freelancier]

1. Make it more expensive to fire you than to keep you. In other words, structure your contract that you get paid $200K for 2 years if they fire you in the first 5 years, something like that.

2. Get an attorney to help you structure the agreements. And there will be more than one agreement to conclude this transaction.

3. I think you might be selling low and their offer could just be an opening bid. See if your accountant can get you someone to help value your business properly.

[Paul Elliott]

I know a little bit about your business. I believe you are being low-balled!

Yes, it is common to do just as you fear: being employed with vague promises and then let go after about 6 months. At that point they know your market and how you are running things, they have all your customers, and your referral sources. Then, they bring in one of their corporate managers and give you the boot.

I agree with Freelancier, you do need to have multiple layers to your agreement that make you more expensive to fire than to retain. Likely they will not agree to this believing that they can simply come in with a manager and take over your market, so you must be aware of this, too.

My best to you!

Paul