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M&A – SELLING
The Seahorse Associates team, member of HSD, can be your solution provider when taking over a business, merging activities or selling your company.
TYPICAL STEPS IN SELLING A BUSINESS.
Short sale scan
The scan is intended to determine whether you and your company are sufficiently prepared for a sale; in terms of results, in terms of organization and fiscally. It evaluates your expectations of a sale and its feasibility. We complete the scan with a clear report.
Compiling the required information:
The teaser is as anonymous as possible and may in that case also be spread without a non disclosure agreement (NDA). It will be made available to track interest in the market.
Setting up a longlist and a shortlist
Based on our combined knowledge of the market we identify the interest in the market. The most eligible parties are shortlisted and are approached first. Not unusual is that for specific reasons you prefer to exclude a particular potential buyer.
We will settle an Information Memorandum based on all relevant data.
The information memorandum contains all information necessary for a prospective buyer to provide a good picture of your company, as well as to concretely assess what value your company would mean for him.
It discusses at least information about your products and / or services, markets, competitors, customers, suppliers, organization, financial statements and projections.
It is important that the information contained herein is valid because these data form the basis of any bid.
Selection of the parties
Selected interested parties sign a confidentiality agreement (Non Disclosure Agreement) and receive the (confidential) Information Memorandum. It sounds simple, but already at this stage a sufficient network is of eminent importance.
Selling a business requires specialistic experience and requires some objectivity. We control the process and know the do’s and don’ts of negotiating. We feel what needs to be fixed and will always take the initiative.
Letter of Intent (LOI)
We can deliver the binding agreements, if necessary preceded by a Letter of Intent (LOI).
Contrary to what the name suggests, an LOI can already contain binding elements or even a full agreement.
We care, when possible, for the proper recording of agreements; we prefer being in charge.
We assist you when people should be informed within your company.
Sometimes it can be smart to invite selected seriously interested parties to go through a tendering scheme.
Through a predetermined document they can submit their bids and bid conditions. Subsequently and on the basis of the most attractive bids, we will start negotiations.
All information delivered will be checked for completeness (is all reasonably relevant information actually provided) and for accuracy.
Financial Due Diligence is usually done by an external auditor of the buyer.
It contains accuracy and completeness of historical financial results, financial condition and checks backgrounds of the financial projections.
A Legal Due Diligence includes the assessment of all legal documents such as contracts, intellectual property rights, labor contracts- and conditions, environmental, fiscal position and the level of regulatory compliance in general.
Particular attention will be paid to “change of control” triggers in contracts.
We will make sure that this process runs smoothly.
We ensure that the process of due diligence runs effectively by creating a “virtual data room”.
The settlement of the transaction / sale agreement: “the closure”.
Inclusive the closing, we are at your service.
We supervise the preparation of the appropriate documents.
Upfront fee (for processing of sales information)
The amount of the upfront fee is dependent on the quality of information available and the amount of time that will be required for the preparation of the information memorandum.
You always know in advance what you can expect from us.
The quality of preparation is crucial for the course of the sales process. To this we will not compromise.
If the headlines of the sale and the price range sufficiently have been determined, there is the possibility to proceed on a basis of no cure no pay.