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When it comes to buying an agency, any buyer worth their salt will put affordability and fit high on their agenda. Yet when you're in the selling seat, don't assume that everything is as it appears to be.

Buyers might well say that you fit their strategy and that they can deliver a deal at a price and sellers generally assume it will be fine - especially that the necessary bank finance or private equity money must be in place. Sometimes one or neither holds true and discovering this late in the day is disastrous. 

Caution is the watchword.  If their strategy isn't clear and there aren't cast iron reasons why the commercial partnership post deal will flourish (such as meaningful financial incentives for the existing management in the purchaser's business to work with you) then tread carefully.  If the multiple sounds better than anyone else's, the buyer may be offering more because they can't offer as much strategically.

Despite the macro economic gloom, the M&A market in marcoms and Adtech is booming.  There's a lot of activity and everyone wants a piece of the action seeing M&A as an important opportunity for growth in otherwise flat markets in the West.  These circumstances can lead to ill thought through discussions on acquisitions that can be a major distraction for all concerned.  The three key questions a seller must always be able to positively answer are more important than ever in this market.  In order these are (i) is the chemistry right? (ii) is the business strategy right (iii) are the financial terms fair and properly structured?