The sales process
Selling your business is quite an undertaking in and of itself.
Before selling your business, we first sit down with you for an in-depth conversation. Together, we will map out your wishes so that the transaction has a clear beginning and end. That way, we all know where we stand and what we are working towards. Where do you see yourself in five years? Do you want to distance yourself from your business, or do you want to grow it to twice the size? Are you looking to transfer the business to your children? Together, we will plan out your dreams for the future. Your vision is our starting point on the road to a successful sale.
The selling process,
step-by-step
1. What will be your next step?
Together, we will map out your wishes and discuss the right momentum for you to take the next step. What is it you want to achieve, and how is your business set up? We will look for the partner who is a perfect match for your business, , be that partner a strategic buyer or an investor. Which party offers the best outlook for your dreams for the future? You may well have some ideas already, but we will present you with all the options. We think out of the box so that you can be absolutely sure you can make the right choice. Together with you, we solve the business case so that we can make sure that the business you have built will stay successful in the future.
2. Information memorandum
We map out your business in an information memorandum that highlights the full blueprint of your business. This memorandum covers a wide range of topics: ‘What is the history?’ ‘Why do you want to sell your business?’ ‘In what market are you looking to operate?’ ‘What is your business model?’ We will transparently map out how your business generates income, what your organisational structure looks like and where the added value lies for a potential buyer. This is a process that involves building and improving: we will consult with you and challenge you to think about issues that haven’t even crossed your mind yet. This process results in a well-defined and complete registration of your company’s past, present, future and potential. In other words, we provide a professional presentation that shows what you can offer and the route to finding the right partner or buyer.
3. Marketing
Together with you, we decide which parties we will contact to find out if they are interested in receiving the information memorandum. Approaching these parties is a confidential and meticulous process. No one wants to shout their intentions from the rooftops, but being too quiet isn’t the right approach, either. We start by approaching parties with a teaser to see who might be interested. Because we maintain high standards of confidentiality, we also send a non-disclosure agreement (NDA) at this stage. Interested parties must sign this NDA before being sent the information memorandum, along with a process letter in which we outline the steps and timelines in our approach. The parties are given the opportunity to study the information memorandum. Hogenhouck is available to answer any questions and give additional guidance. We organise a management meeting for parties that are interested in your business, for a more detailed introduction on a business and personal level. During this meeting, parties can ask questions about the proposition in order to find out whether there is a match on a DNA-technical and strategic level. If there is a match, we ask the party to submit a bid (i.e., a non-binding offer).
4. Letter of Intent
We negotiate with the party that is the best match for your business in order to arrive at a letter of intent (LoI). An LoI is a legal document that states the outline of the deal and serves as the basis for the final transaction documentation. A lawyer is generally involved at this stage of the process. Together, we make sure that all the important facets of the deal are thoroughly articulated in the LoI. Everything you negotiate at this stage is a given for later; the most important findings are already established at this stage. The LoI may also include matters that will be examined more closely during the due diligence phase.
5. Due diligence
Next up is the due diligence phase, where a variety of aspects will be assessed: including financial, legal, tax, technical and commercial. At Hogenhouck, we thoroughly prepare for this with our client. Together, we create a fully stocked data room to help the process run smoothly. In addition, this process includes various Q&A and expert sessions. Here again, we take care of the preparation and guide you through the entire process. The goal is to optimize the process and timelines so that the due diligence process proceeds as smooth as possible.
6. The final agreement
Once the due diligence is completed, the next step is 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. The agreement also contains certain provisions that have been discovered during due diligence and includes warranties and indemnities. The buyer will ask you for several guarantees until closing.
‘Through the right figures, we can also bring the right facts to the surface.’
Hein Stoops
About Hogenhouck m&a
Hogenhouck is an entrepreneurial and independent M&A firm where clients always come first. Every entrepreneur, every business and every transaction is different, a philosophy which inspired our motto: ‘Business as unusual’. As M&A specialists, we work on projects to which people have dedicated their lives—projects built through blood, sweat and tears. Our mission is to help the people behind these achievements move forward, both professionally and personally. That is what drives and inspires us. After all, when all is said and done, what really counts means more than numbers alone.
Guiding people through the process of selling their business, the acquisition of a business and bringing in the right investor means helping entrepreneurs take charge of their future. That’s why it is important that we know how you envision your future as an entrepreneur. We want to get to know and understand you. We want to understand the ideal balance between your business considerations and your personal interests. We pull together as a team for the process that we are starting. We complement the knowledge of entrepreneurs with our insights of the markets and market players, along with a successful M&A track record of over fifteen years. We guide entrepreneurs through the world behind the numbersand when everyone seems to want something from them, to put them in the best possible position for their next step.
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