The sales process

We map out your business with an information memorandum that highlights the entire blueprint of your business. The memorandum includes a wide range of topics, such as "What is the history?" "Why do you want to sell your company?" "What market do you want to operate in?" "What is your business model? We clearly map out how your business generates revenue, what your organizational structure looks like and where the added value is for a potential buyer. This is a process of building and improving in which we consult a lot with you and challenge you to think about issues you haven't thought about before. The result is a well-founded story of your company's past, present, future and potential. A professional presentation that shows what you have to offer and helps you find the right partner or buyer.

Together, we’ll determine who we’ll send the information memorandum to. Approaching these parties is a confidential and meticulous process. You don’t want to put yourself out there too much, but not enough isn’t good either. First, we’ll reach out to the parties with an anonymous teaser to see who’s interested. We maintain high standards of confidentiality and also include a non-disclosure agreement (NDA) at this stage. Interested parties can sign this and will then receive the information memorandum and a process letter. We outline the process approach in broad terms. The parties are given the opportunity to review the information memorandum. Hogenhouck contacts them to provide a verbal overview of the information memorandum and the background of the transaction, as well as to answer any questions. For parties interested in your company, we organize a management meeting to get to know each other on both a business and personal level. During this meeting, questions can be asked about the proposal, and it will become clear whether there is a match in terms of corporate culture and strategy. If there is a match, we ask the party to submit a non-binding offer. 

With the party that best suits your business, we will negotiate to arrive at a letter of intent (LOI). An LOI is a legal document that outlines the deal and is the basis for the final transaction document. This is where we involve a lawyer. Together we make sure that all the important facets of the deal are properly articulated in the LOI. Everything you negotiate out at this stage is a given for later. There may also be matters included in the LOI that will be looked at more closely in the accounting review. 

Next comes the due diligence process, during which every aspect of your business is thoroughly examined—including financial, legal, tax, technical, and commercial aspects. At Hogenhouck, we naturally work closely with our client to prepare thoroughly for this. Together, we ensure that the data room is fully populated and verified so that the process runs smoothly. This process also involves numerous Q&A and expert sessions. Here, too, we handle the preparation and guide you through the entire process. The goal is to optimize process management and timeline monitoring so that the due diligence review proceeds as quickly as possible and we maintain control at all times.

At the end of the book examination, there follows the negotiation of the transaction documentation, that is, the sale and purchase agreement (SPA) and shareholders agreement (SHA). Broadly speaking, this is a purchase agreement. Included in this are certain indemnities found in the bookkeeping review and it contains warranties and indemnities. The buyer will ask you for a number of warranties until closing.