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Employee Retention Guide During Sale

Confidentiality in M&A Checklist
Reading Time: 2 minutes

1. Acknowledge the Situation Early

  • Transparent Communication: Announce the sale as soon as legally permissible to avoid rumors. Silence fuels fear.
  • Leadership Presence: Hold all-hands or small team sessions with leaders to answer questions.
  • Narrative Framing: Position the sale as an opportunity (growth, new resources, stability) rather than instability.

2. Understand Employee Concerns

  • Job Security: The #1 worry—be clear about which roles are safe and when clarity will be provided.
  • Benefits & Compensation: Address whether pay, insurance, and perks will change.
  • Culture: Reassure employees that their contributions and values will still matter in the new structure.
  • Career Growth: Highlight opportunities for advancement under new ownership.

3. Retention Strategies

a. Retention Incentives

  • Offer stay bonuses for key employees who remain through transition.Review equity or profit-sharing adjustments to keep high performers invested.

b. Visible Career Pathing

  • Share how roles may expand or evolve in the merged company.
    Offer career development programs or training tied to the transition.

c. Recognition & Engagement

  • Publicly recognize contributions during the transition.
    Encourage managers to personally check in with employees to maintain morale.

4. Communication Plan

  • Cadence: Weekly updates, even if there’s “no news,” to avoid silence.
  • Channels: Mix of email, intranet posts, Q&A sessions, and manager cascades.
  • Message Discipline: Ensure all managers share consistent, fact-based talking points.

5. Manager Enablement

  • Train managers on how to handle difficult conversations empathetically.
  • Provide FAQs and scripts for common employee questions.
  • Encourage managers to actively listen and escalate concerns.

6. Culture Preservation

  • Identify and protect core cultural elements valued by employees.
  • Create integration committees with employees from both sides of the sale.
  • Maintain traditions, rituals, or team-building events to sustain identity.

7. Wellness & Support

  • Offer access to counseling or EAP programs to reduce anxiety.
  • Normalize conversations about uncertainty—avoid stigmatizing concerns.
  • Encourage work-life balance to minimize burnout during the change.

8. Retention Metrics

  • Track attrition rates monthly, especially among critical roles.
  • Monitor employee engagement scores with pulse surveys.
  • Identify flight risks early through manager feedback and exit interview patterns.

9. Post-Sale Transition

  • Celebrate employees who stayed through the change.
  • Reintroduce the company vision, mission, and roadmap under new ownership.
  • Continue career investment to rebuild trust and stability.

Key Takeaway: Employee retention during a sale hinges on trust, clarity, and recognition. By proactively addressing fears, providing retention incentives, and reinforcing culture, leadership can minimize turnover and protect company value during the transition.

Merit Investment Bank as a leading boutique investment bank is focused on entrepreneurial middle-market companies. Merit Investment Bank Executes sell-side M&A, buy-side M&A, and capital advisory services, debt and equity capital raises, corporate finance, and valuation services. Securities offered through Finalis Securities LLC Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities.

Merit Investment Bank, a leading middle market investment bank, with a specialization in building products, is honored to have served as exclusive advisor to VaproShield (“VaproShield”) in its sale to (Muncaster Capital.)

by: Merit Investment Bank

SEATTLE – October 31, 2025 – PR.com – Merit Investment Bank (“Merit”), a leading middle-market investment bank with deep expertise in the building products and construction materials sector, is pleased to announce that it served as the exclusive financial advisor to VaproShield, a premier manufacturer of high-performance air and water barrier systems, in its sale to Muncaster Capital, a privately held investment company based in Texas.

This strategic transaction represents a significant milestone for VaproShield, a recognized innovator in the building-envelope industry. For more than two decades, the company has pioneered the design and manufacture of high-performance, vapor-permeable air barrier (AB) and water-resistive barrier (WRB) membranes and accessories. Through its commitment to research, sustainability, and customer-focused innovation, VaproShield has become a trusted partner to architects, builders, and developers seeking to enhance energy efficiency, moisture control, and long-term building performance.

“The sale of VaproShield shows what’s possible when visionary founders create real value and plan strategically for an exceptional exit,” said Craig Dickens, Chairman of Merit Investment Bank. “We were honored to help align the company with the right partner, culture, and capital for its next stage of growth. This milestone reflects years of innovation, discipline, and thoughtful preparation leading to an outstanding outcome.”

The acquisition by Muncaster Capital, am ESOP, will provide VaproShield with additional resources and strategic backing to expand operations, accelerate innovation, and strengthen its presence in both domestic and international markets. Muncaster’s long-term investment philosophy aligns closely with Vaproshield’s mission to deliver environmentally responsible, high-performance solutions to the construction industry.

“VaproShield has built an exceptional brand through innovation, sustainability, and performance,” added Chris Barnes, Managing Director at Merit Investment Bank. “It was a privilege to advise such a forward-thinking team whose commitment to excellence andcustomer trust has made them industry leaders. This transaction delivers a strong outcome for shareholders and positions VaproShield for its next phase of growth.”

Legal counsel for the company was provided by Holland & Knight LLP. Merit extends its appreciation to Stephen McKay and the firm’s M&A team for their seasoned legal guidance and support throughout the transaction, ensuring a smooth and efficient closing process.

The company was also advised by Baker Tilly US, LLP. Merit acknowledges Preston Smith, Director – Transaction Advisory, and Michael Hurst, Partner – Tax, for their expert guidance and transactional support. Their technical insight and professionalism were instrumental in achieving a successful closing.

About the Buyer

Muncaster Capital of Texas, Inc. is a privately held holding company based in Ennis, Texas, primarily associated with the building materials and protective coatings industry. Established in 1986, it serves as the parent company for Polyguard Products, a leading manufacturer of high-performance barrier systems, air and moisture membranes, and protective coatings used in construction and infrastructure projects.

Muncaster Capital oversees operations focused on innovation, sustainability, and long-term business growth within the building-envelope sector. As a mid-sized, family-owned enterprise, it plays a strategic role in managing assets, guiding corporate development, and supporting Polyguard’s mission to deliver durable, energy-efficient solutions to the construction industry.

About Merit Investment Bank

Merit Investment Bank is a leading boutique investment bank focused on serving founder/family-owned middle-market, technology-forward companies. The firm principally executes sell-side M&A, as well transactions with specific emphasis on the building products technology, infrstructure, consumer, and manufacturing/distribution/industry 4.0 sectors.

In addition, Merit offers services including buy-side M&A debt and equity capital raises, restructuring advisory, business valuations, and project financing.

Securities offered through Finalis Securities LLC, Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities

Contact:

Craig Dickens, Chairman

Merit Investment Bank

Craig.Dickens@MeritInvestmentBank.com

253-370-8893

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