Groundwork and talking with the buyers

A good Start for the process

These steps take from 6 to 12 months


It is a time to learn about the company, its universe and its strategic profile. We then put together the documents that explain the acquisition opportunity, under the CEO’s supervision and validation. Furthermore, we look for and list the potential buyers both on the national and international market.

The deliverables are:

  • An executive summary: introduction of the company’s positioning
  • A no Name Letter describing briefly and anonymously the opportunity
  • A financial memorandum, giving account of the company’s recent past, present, and forecasts.
  • A benchmark valuation document.
  • A list of the priority strategic buyers, major financial investors (PE firms), related strategic buyers.
  • A NDA
  • A standard list of the due diligence that will have to be prepared.

Talking with the buyers:

Once the documents are through, the company is ready to go to market. A dialog with the buyers can begin.
-All of the buyers are approached, according to a priority ranking defined with the company.
-Depending on their level of interest, the potential buyers are qualified, questioned about their level of interest and their capacity to finalize a transaction. Their decision making process is identified.
-The buyers that have the ability to make an offer are identified, and a tenders and LOI planning is suggested to them. This process makes an auction-like environment possible.
-ORION M&A’s team arranges the interactions, the NDAs, the meetings and visits between the company and the buyers.
-Reviewing the synergies: before a formal declaration, the buyers are likely to ask for a document which describes the synergies, in order to validate the opportunity and to support their internal decision making process.
The aim of this dialog is to lead to an auction-process, which will result in one or more offers and/or LOI.


LOI and Closing

The last mile

The Letter of Intent

This document outlines the main points of an agreement. Beyond the price, the structure and the conditions of a transaction are detailed. This key step of the transaction process allows beginning the limited time period of the due diligence, most of the time, exclusively for a buyer. While time is counted for the buyer, the aim is to finalize a transaction as soon as possible. The negotiation of the terms of the stock purchase agreement begins.

The Closing

The stock purchase agreement details the whole legal and financial aspects of the transaction. Other documents, such as warranties, social agreements and non-compete obligation are annexed. ORION M&A coordinates the interactions of all of the advisors who are playing a part in this step.


Some sell side operations