Question 1

How is a pharmacy valuation actually built?

Accepted Answer

Buyers price a pharmacy on its adjusted profit, not on its prescription volume. They take the accounts, strip out what belongs to you rather than the business, and ask how much of that profit survives your departure. The figure then moves on how secure the NHS contract looks under a new owner, the years left on the lease, whether clinical income belongs to the business or to the pharmacist providing it, and how much of the rota rests on one person. Identical dispensing figures can sit behind very different offers.

Question 2

Should I sell the shares in my company or the pharmacy business itself?

Accepted Answer

There is no default route: the choice turns on what the buyer will fund, how the lease and the NHS contract are held, and the tax position on each side. A share sale transfers the company that holds the pharmacy, so the NHS contract, the lease and the employment contracts stay with it, although a lease may still require the landlord's consent when control changes. An asset sale takes the business out of the company, and each of those must be transferred, consented to or applied for again. Ask your accountant and solicitor early, not at heads of terms.

Question 3

Does the NHS contract transfer to the buyer when I sell my pharmacy?

Accepted Answer

Not automatically: in England, on an asset sale the incoming owner applies to the integrated care board for inclusion in the pharmaceutical list in place of the outgoing one. That is the change of ownership application under the NHS (Pharmaceutical and Local Pharmaceutical Services) Regulations 2013, normally determined within 30 days of a complete application. The General Pharmaceutical Council must be notified separately, within 28 days, or the premises come off its register. On a share sale the contractor is unchanged, so no application arises, though director and superintendent changes are still notifiable. Wales, Scotland and Northern Ireland differ.

Question 4

How long does it take to sell a pharmacy?

Accepted Answer

From the point terms are agreed, three to six months to completion is the realistic expectation, and preparation comes before that. Preparation is measured in weeks: accounts tidied, lease and licences checked, and the paperwork a buyer will ask for pulled together. Once terms are agreed the pace is set by things you do not control, chiefly the NHS change of ownership process, and then the landlord if the lease has to be assigned and the buyer's funder.

Question 5

What happens to my staff when I sell my pharmacy?

Accepted Answer

In an asset sale your employees transfer to the buyer automatically, on their existing terms and with continuous service preserved, under TUPE. Nobody is dismissed and re-engaged, and length of service carries across. On a share sale the employer is still the same company, so no transfer happens at all. There are legal duties to inform staff or their representatives before an asset sale, and to consult where changes are planned, so the point at which people are told is something to plan rather than improvise.

Question 6

What do buyers look for in due diligence?

Accepted Answer

Buyers look hardest at anything that could reduce what they are buying. In practice that means the accounts and how they have been adjusted, the lease and the years left on it, the NHS contract and anything outstanding with the commissioner, rota and responsible pharmacist cover, controlled drugs and SOP records, and any income that depends on one individual staying. Few of these things stop a sale. What they mostly do is move the price.

Sell your pharmacy once, and sell it well.