Sell-side transaction assistance

The Information Memorandum is a summary of the essential information about the company to be sold, which is communicated to potential buyers who have expressed their interest after receiving the teaser and after signing a confidentiality agreement.

RSM Belgium has extensive experience in drafting information memoranda. These usually include a description of the company and its market, historical and budgeted financial information, a HR and legal organization chart, an overview of strategic references, etc.

It is important to come up with an enthusiastic story that seizes and encourages potential acquirers to discover more  about the company. 

At RSM Belgium, information memoranda are always explained to candidate acquirers in person because we believe that one on one contact makes the difference.

In consultation with the customer, RSM Belgium identifies and approaches potential buyers. There are many possibilities:
 

• Competitors who have approached you directly
• A partner, customer or supplier who may be interested
• A company that is looking for horizontal or vertical external growth 
• Financial investors
• Entrepreneurs who want to organize a management buy-in 
   

RSM Belgium has built a network of financial investors and management buy-in entrepreneurs who can take over your business.

The analysis of the bids is the next important step in the transaction. The call for bids must be drawn up in such a way that the offers are perfectly comparable.

Together with the customer, the various offers are analyzed and the strategy to apply is defined with regard to the various potential buyers.

In addition to the purely financial aspect of the tender, other elements also play a part in the evaluation, such as affinity with the acquirer, creditworthiness of potential buyer, type of acquirer.

Negotiating is an essential part of the acquisition process which should lead to reach an agreement with the buyer about:
 

• the selling price 
• the timing of the acquisition
• the terms of the acquisition
• the terms of the agreement
• the transfer period
   

Although we defend the interests of our customers, it is essential to act as a facilitator/a bridge builder between both parties. Creative thinking, searching for solutions and a positive attitude are important to reach a balanced deal.

The RSM Belgium Experience makes all the difference.

For the buyer, the main purpose of the due diligence  is to reduce and manage the risks associated with the transaction, to provide an independent and detailed assessment to the buyer of the company and to investigate possible existence of hidden obligations or unforeseen costs.
 

If RSM Belgium guides the seller during acquisition process, the main activities are: setting up the data room, answering the questions during the due diligence process and the general coordination of due diligence.
 

Sometimes it is advisable for the seller to have a  vendor due diligence  carried out before approaching the acquisition market. 
A vendor due diligence can be seen as a prerequisite as it is a critical analysis of the company which provides insights into how the company is doing.
 

If a potential buyer is aware that a vendor due diligence has taken place, this usually increases the level of confidence.
RSM Belgium can perform such due diligence thanks to its multidisciplinary specialized team.
 

Read more about due diligence. 

We advise our clients to work with an independent law firm that specializes in this matter. Concluding agreements ensures peace of mind after the acquisition, which is valuable. 
 

RSM Belgium offers its transaction expertise by reviewing the contracts and agreements and ensuring that all essential elements are included and well formulated in the documents.
 

Following common agreements are part of the acquisition process:
 

• A letter of intent
• Sales purchase agreements
• Cooperation agreements
• Rental agreements