How we sold the SaaS service Hesus.ru to a German Investor

ALEXEY KOMAROV
JANUARY 2018


What is Hesus.ru?



Hesus is a b2b-service, functioning on a SaaS model, that allows users to install a widget for reserving tickets for events and online registration on clients' websites.

The project started in 2014, with the creation of a prototype module for online registration. The project was developed by the creator and two programmers, who also worked on relaunching the project a year after the first version came out. Since then, Hesus has had a consistently growing client base and continually increased business returns.

Hesus's clients include self-employed professionals: master beauticians, photographers, tutors, etc. They also include small and large businesses such as photography studios, beauty salons, restaurants, etc. In other words: they're all business that require their clientele to register for appointments to use their services.

Hesus.ru as a business includes: a domain name and website with existing content; same-name social media groups and accounts; programming code; client database and the rights to contracts and negotiations with clients and counterparties. It's difficult to asses the value of each of these assets individually. Their value comes from their collection and cohesion as a functioning business with consistent income. The collective quality of Hesus's assets was what caught the eye of a German investor interested in acquiring it.


Reasoning Behind Selling



Sometimes, selling a profitable business is the only proper course of action. That's what happened with Hesus, whose owner needed to focus all his efforts on a different project, which was his principal source of income and required his maximum time commitment to have maximum impact.

Even though Hesus is an automated service, requiring minimal attention from its owner, it – like any business – is not entirely autonomous.

Hesus.ru's owner understood that a business must constantly evolve to stay successful and competitive, and a lack of necessary attention and investment sooner or later leads to decreasing turnover and dropping market share. That's why he made the decision to transfer the project to a new owner and turned to us at the IT Business Broker.



Buyer from Berlin



Over the last several months, we at itbb.ru have explored the possibilities of expanding the traditional buyer-base for internet businesses through attracting Russian-language entrepreneurs living in Europe.

We launched a few Facebook marketing campaigns which attracted European investors – including an entrepreneur from Berlin. After looking through our catalog, he decided on acquiring Hesus and more comprehensively researched that project.

Through the course of our negotiations we discovered that the buyer was interested in beginning to sell SaaS-services in Europe. Moreover, Hesus.ru's functionality allowed the investor to use it directly in his medical practice to automatically register and account patients, as well as transfer records online.

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Structure of the Deal



After the prospective buyer confirmed his interest in acquiring Hesus, we proposed the two sides use our standard procedure for secure deals: concluding a preliminary contract, making a deposit, reviewing and verifying the business, and – if all went well – transferring the appropriate funds to the seller.

Both sides agreed to a preliminary contract in which the buyer finalized his intent to purchase the business if and when the seller verified the business's current financial state: sales volume since the beginning of 2017 and expenditure amounts over that same period. To prove his intent to purchase to the seller, the buyer deposited 10% of the final amount, safeguarded by IT Business Broker and kept by us until the deal was made with us acting as guarantor.

Seeing as the buyer did business in Germany, Hesus had to be registered with a German legal entity, and euros were used as currency of account. To accept the 10% deposit, itbb.ru had to open a euro-currency bank account. The company's primary Russian ruble account is with Tinkoff Bank, and that is where we decided to open a euro-based account as well. Russian law requires filing certain paperwork to open an alternate-currency bank account, and we could file it all online with Tinkoff Bank – we didn't have to go anywhere to do it. All in all, opening an alternate currency bank account was simple and took less than a day from the moment we first inquired.

Seeing as the buyer and seller lived in different countries, we saved time and money by teleconferencing via Skype, and the contracts were signed remotely. Our specially-designed templates and negotiating procedures set up a series of successive agreements, none of which require face-to-face meetings. As part of verifying his business's declared financial state, the seller provided remote access to the business's banking and financial account records.

After the seller's verification of the business's financial situation and a successful review of the business's operations, both sides moved on to concluding the main contract and settling of accounts.


Closed Transactions Through Escrow-Services



Seeing as this was the buyer's first interaction with IT Business Broker and the seller, he decided to insure himself and proposed using an independent escrow service to pay out the principal funds once the contract was agreed to.

The sides chose American service escrow.com to conduct the deal. The seller registered on the website and created an account to which the agreed-to money would be sent after the final contract and sale were finalized. The buyer transferred the necessary funds to the proper escrow.com account and the next step should have been the transferring of the business's rights.

But it didn't turn out to be that simple. Immediately after the buyer's funds were deposited, escrow.com unexpectedly refused to provide services to the seller, closing his account because of "commercial reasons." Communicating with technical support didn't prove helpful – it was the seller's first time using escrow.com and there was no prior relationship which provided reason for them to refuse him service. The buyer's funds were returned after two weeks.

Our second choice of escrow service was payoneer.com, a company popular with Russian freelancers who work with foreign clients. Upon registering the seller's account, it was necessary to provide requisite details for an account for the withdrawal of funds. We recommended that our client withdraw the money in the same currency as the purchase was being made, namely euros, to avoid any risks associated with fluctuating exchange rates. There were no problems with opening an account at Tinkoff Bank, and the seller sent the bank a letter explaining why the funds being transferred to the account would not be coming from the buyer's registered account but from a third-party escrow service.

Furthermore, receiving the money took some time. As it turned out, the secure transaction service which we used – escrow.payoneer.com – is practically unaffiliated with payoneer.com. They even have different technical supports. And if the latter has a multitude of experience with withdrawing money in different currencies through Russian banks, they have no streamlined process for transferring money into Russia. That's why the transfer of our funds was organized ad hoc just for us and took another two weeks.

In the future, when arranging settlements for international deals, we plan to offer our clients a proprietary escrow service, designed with our Hesus experience in mind.
Text: Alexey Komarov
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