Sellers' Guide

Whether you are looking to sell a business, minority or majority stake, franchise, start-up or open to a capital increase, joint venture, asset transaction or other equity financing solutions M&A World provides comprehensive sell-side transaction advisory while maintaining strict confidentiality agreements.

We assist you throughout the entire process, from the initial stages to the final closing of the deal. By following our guideline and services, M&A World significantly reduces the amount of time it takes to close a deal with guarantee for the highest value.

The sell-side process encompasses M&A World's three main phases: Preparation phase, Investors’ selection phase, Due Diligence phase and Contracting phase.

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Preparation Phase

  1. Client engages M&A World as a Consultant on success-fee based with non-exclusive rights,
  2. Discussing and developing sales strategy,
  3. For execution of the successful transaction the preparation of the necessary documents are requested:
    • Teaser: anonymous, short presentation detailing the transaction
    • Investment Memorandum: document presenting the complete transaction with a detailed business plan
    • Company Valuation: based on international standards, using three valuation methods (DCF, Asset and Multiplier) with investment return calculations and sensitivity analysis. The objective is to maximize the sales price.
  4. Setting up and operating an electronic Data Room.

Investors' Selection Phase

  1. Finding and informing investors: With the help of M&A World's international network and global databases, the Consultant pre-screens, selects, contacts and, after signing a non-disclosure agreement, informs potential investors as well as organizes plant visits and conducts negotiations.
  2. Introduction of investors: The Consultant shall introduce the interested investors to the Client in an introduction statement prior to the visit to the Client's facilities, on the basis of which the Client shall accept or reject said investors.
  3. Offers and declaration of acceptance: Potential Investors will make non-binding offers (Letter of Intent) in writing regarding pricing, scheduling and the structure of the Transaction. The Client may accept any offer that is favorable to it or reject it. If an offer is accepted, the Client will issue a declaration of acceptance to the selected Investor or shall accept the offer by signing the written indicative offer.

Due Diligence Phase

  1. Coordinating due diligence process,
  2. Managing virtual data room,
  3. Commenting on the due diligence report and
  4. Active involvement in the development of the transaction structure.

Contracting Phase

  1. Binding offer: The Investor will make a binding offer to the Client, which will cover all material aspects of the contract establishing the Transaction. The Client may choose to accept or reject the offer. The material aspects of the contract establishing the Transaction shall include, in particular, the nature of the Transaction (sale of quotas, capital increase, joint venture, etc.), the schedule for the completion of the Transaction and its structure, and the payment or other remuneration to be made by the Investor to the Client.
  2. Execution and closing: The Consultant is responsible for assisting with the execution and closing process. Upon execution of the contract establishing the Transaction and successful financial completion.

Mandatory documentation: The Investment memorandum, the Company Valuation and the Data room are obligatory. These may be ordered by the Client on the basis of a separate agreement, or the Client may retain third parties to provide such documentation, or to operate such provided that the quality and content of these are at least or better than the sample documents and data room software provided by the Consultant.

The Consultant is providing complex support for the establishment of the Transaction.

The Consultant will record the sales process in its own CRM system, which can be monitored constantly by the Client with the contact details provided by the Consultant. Based on the prevailing practice of M&A World Business Support Center in general a period of 12 months is needed in order to ensure the conclusion of a general Transaction in the case of optimal cooperation between the Parties. During this active cooperation the Consultant shall provide in general a maximum of 300 consultancy hours, which is split into two main phases which are (i) from contact till the accepted Letter of Intent, to which 100 hours are allocated and (ii) from the Letter of Intent till the closing of the project to which 200 hours are allocated.

The success fee for the contribution includes these consultancy hours. If no acceptable Letter of Intent is made after the 100 consultancy hours or the transaction is not closed within the second phase of 200 consulting hours, the Client is obliged to order additional consultancy hours on the basis of a separate order or may request a "standby" mode, whereby the Consultant’s cooperation will be limited to the tasks deemed by the Consultant as necessary. The Consultant declares that if the actual number of consultancy hours required is likely to exceed the amount indicated above, the Consultant shall inform the Client within a reasonable time.

The parties conclude for a fixed term of 1 year. After the expiry of the fixed term, if the Transaction has not been concluded, the Contract shall be automatically extended until the date of the conclusion or failure of the Transaction.

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