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The prospective buyer will, more than likely, want to look at your companies books and records in some detail. You are only going to give this valuable opportunity to those buyers who have provided an acceptable indicative offer and who you think you can work with.

Typically the M & A Adviser will establish what is known as a “ data room “ at their premises. This is a room or rooms where copies of all your key books and records are held.

You do not want prospective buyers walking all around your business premises at this stage – unsettling employees for what may be no reason. This is why you do the presentations and meetings off-site and why you also establish a data room offsite.

The prospective buyer and their advisers – usually, mainly accountants – are given access to the data room on agreed dates and at agreed times. This will enable them to verify that they key aspects of your business are as you have indicated in your Teaser, Sales Proposal and Presentations.

As this process progresses your Adviser will also be advancing discussions on the Heads of Terms agreement.
As things progress it is likely that the prospective purchaser is going to seek “ exclusivity “. This means that they are the company leading the race to purchase you at that time and you are only giving exclusivity to the company that you believe is the right one and is capable of following through on their offer.

This means that you and your adviser must do “ Due Diligence “ on the prospective purchaser. You want to know if their financial situation is as they say it is. Again, this is a very complex and often sensitive area. Often prospective purchasers are happy to trawl through your books and records asking ever more detailed questions but they are not so happy when you start doing the same to them ! You must do it though because a possible outcome is that you are “ bought “ by a company that cannot actually raise the money to complete or even bought by a company that subsequently goes bust. Make no mistake about it – this can happen and it is a legal, financial and emotional nightmare. Emotionally it is absolutely devastating to believe that you have sold your company to a solid company only to find out later that they are basically insolvent.

Typically sellers of businesses do want to get a good price for their business but they also want it to
“ go to a good home “. You will have many loyal employees, some of whom will have been there from the beginning of your business and you want them to be protected and happy as you hand over your business to someone else. Again, if you sell your business to someone who subsequently fails you will be unhappy for them aswell as yourself.

In all likelihood there will be a phase where you are juggling a small number of very serious prospective buyers who are all pushing for exclusivity while you are trying to get Heads of Terms and progress on the Sale and Purchase Agreement with the most suitable. Again, you need a very experienced M & A Adviser at this stage.


This blog post is a part of a series of posts describing The Sales Process – you can access the other parts of the series from the links below:

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