Quick guide on key Issues and Process
Buyer |
Vendor |
|
Research |
Determine suitable targets, industry sector, compatibility with goals |
Understand the Business/ Soft issues / other deals in sector / potential buyers |
Valuation |
Look at other deals in sectors. Reason for sale and synergies |
Focus on future profitability, cash and asset base |
Purchase/ Sales strategy |
Sector, location, impact on existing business |
Determine targets, eg Competitors, MBO |
Information |
Company searches and trade reports /rumors etc. |
Information Memorandum (IM) is prepared |
Approach |
Consider direct approach or through advisor. |
Prepare shortlist of possible buyers |
Confidentiality & Offer Process |
Review information provided. Legal advice on confidentiality agreement |
Agreement and IM provided to interested parties and define offer process |
Offers |
Make offer, detailing upfront, deferred, earn out etc and conditions |
Review offers and determine preferred bidder, their motive and ability to fund |
Heads of Agreement |
As detailed as possible, exclusivity period key |
Heads of Terms, bones of deal, consideration and structure |
Source of funding |
Determine how deal funded and meet banks and investors |
Satisfy Vendor that funds available to complete |
Due Diligence - Data room |
Provide due diligence checklists and questionnaire |
Prepare Data Room for Due Diligence, incl. financial, legal, environmental and technical |
Due Diligence |
Complete, including financial, tax, legal, environmental, pension scheme |
Responding to queries, meeting key management etc |
Funding |
Finalise with bankers and investors |
Split of consideration, destination of funds |
Staff and Management issues |
Assess key staff, & management changes |
Consider impact of change of ownership |
Notification |
Board approval. Notice periods, change of control issues eg suppliers |
Inform stakeholders, banks, suppliers, customers ,employees, regularity approval. |
Legal Agreements |
Satisfaction with disclosure letter, warranties required and employment agreements |
Legal documents, Share/Asset sale, warranties, restrictive covenants, disclosure letter. |
Completion |
All parties and advisors attend |
All parties and advisors attend |
Post completion issues |
Agree Completion statement re cash position at closing |
Agree Completion statement re cash position at closing |
