M&A Academy: 6.

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Step 1: Preparation

1. Strategy

Defining a clear strategy is crucial to guide the selling process. This includes identifying the reasons for the sale, setting clear objectives, and outlining who the potential buyers are who might be interested. It is also critical to determine the approach to maximise the value of the transaction, ensuring that each step is geared towards obtaining the best possible outcome.

2. Preparation

Preparation involves organising all aspects of the sale, from aligning internal teams to creating comprehensive and attractive presentation materials. This process ensures that the company is in the best possible condition to be evaluated by investors, minimising unforeseen events and increasing confidence in the business.

3. Documentation-Financial Information

Gathering and preparing detailed financial information is essential to provide transparency and confidence to potential buyers. This includes preparing accurate financial statements, audit reports, growth projections, and identifying competitive advantages and differentiators against competitors, highlighting the key management team.

4. Valuation

The valuation of the business determines its market value by using various methods to obtain an accurate estimate that reflects both the potential and the financial reality of the business. It is crucial to argue the assumptions of the business plan and to consider both quantitative and qualitative factors, which will influence the buyer's perception of the company's value.

Step 2: Marketing

5. Potential Investors

Identifying and screening potential investors is a critical step. This process includes creating a list of candidates that could benefit from the acquisition, assessing what type of investors exist, which ones can pay the best price, and who are the best fit for the company, based on specific criteria. In addition, it is important to understand terms such as management buyout (MBO), which can be relevant in certain contexts.

6. Contact

In this phase, selected investors are contacted to present the acquisition opportunity. This step includes the initial presentation and the sending of teasers or executive summaries, ensuring that the confidentiality of the process is protected and providing key information that arouses the interest of investors.

7. Negotiation

The negotiation phase involves discussing the terms of the sale with interested parties, ranging from the price to the specific conditions of the deal. It is one of the most important and complex phases of the process, where every detail can be decisive. Aspects such as the LOI must be monitored and it must be ensured that all key terms are clearly established.

Step 3: Due Diligence and closing

8. Due Diligence

During due diligence, the buyer conducts a thorough review of the company, examining all financial, operational and legal aspects to ensure that there are no unpleasant surprises. This process is critical to validate the information presented and confirm that the company is a viable investment. Financial statements, contracts, licenses, intellectual property, among others, are reviewed. It is important to provide all requested information in a timely and accurate manner to maintain the buyer's confidence.

9. Closure and contracts

In the final phase, the agreements reached are formalised through the signing of contracts and legal documents. This is the step that culminates in the transfer of ownership and the final closing of the sale. The contracts and legal documents to be signed include the sale and purchase agreement, confidentiality agreements, and any other documents necessary to ensure compliance with the agreed terms. It is crucial to establish how and when the agreed price will be paid, what guarantees the seller offers the buyer, and whether part of the price will be retained to cover possible future contingencies.

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