Merger and Acquisition Services - The Sale Process

1. Understand the process

Prior to signing the Engagement Letter, a contract to represent a seller, we first meet with the potential client (one or more times), communicate via voice and email and perform our own research, all to understand their business, technology, position, goals and expectations for the sale. Only if we believe we can successfully complete a sale, do we proceed to the next process.

2. Engage the Project

Having completed the first step of understanding the business and the expectations of the Seller we then proceed to formally entering into a written agreement with the Seller. The agreement outlines the terms and conditions of the engagement between the Seller and WTA including exclusive representation, fees and expenses. Our typical agreement includes a modest retainer for our services and a "Success Fee" for completion of a successful sale transaction.

3. Develop an Information Memorandum (IM)

Once the project is engaged, we immediately develop a written description of the business. This description may be in the form of what is referred to as a Information Memorandum ("the IM"), or depending on the situation a detailed PowerPoint presentation. The IM is a description of the business or assets being offered for the sale. The IM or presentation will be tailored to the interests of and distributed to the agreed upon targeted Buyers after they have executed a Confidentiality Agreement that is acceptable to the Seller. The IM typically includes a summary of the business including history, business strategy and opportunities for a Buyer, markets, products and/or services offered, management summaries, key financial and other metrics and a timetable for the project. The IM will normally provide all or a majority of the "macro-level" information required by a potential buyer to decide if they wish to make a bid and might include a valuation price (or range). A meeting between the Buyer and management will usually follow.

4. Identify a Buyer "Long-list"

In parallel with the development of the IM, a list of potential Buyers for the business of assets is generated. The identification of this "Long-list" of potential Buyers is based on a wide range of input. The input is from the Seller, from WTA’s research and database of potential Buyers and from other contacts in the market place.

5. Narrow to a "Short List" and make contact

Once the IM and Long-List are in place we agree the contact list with our Client. We then contact the approved list of potential Buyers at the appropriate executive level usually providing each with a “Teaser”, a fact sheet outlining anonymously the key attributes of the business or asset being sold. The Teaser is a way of identifying true interest to progress the signing of a Confidentiality Agreement and providing the IM.

We proceed through the process of contacting potential Buyers from the Long-List narrowing the list to a Short-List of serious, potential Buyers. This Short-List will include only those potential Buyers who have reviewed the IM and have submitted an initial expression of interest including a valuation price or range for the business or assets.

6. Obtain best terms with ability to close

Working with the Short-List of potential Buyers, we negotiate on the Sellers behalf the best price and terms and evaluate the Buyer's ability to complete the transaction. The ability to Complete (or Close) includes: funding, due diligence requirements, external approvals and so forth. Our focus is not only on obtaining the best price for our Sellers, the best possible terms with the greatest certainty of closing the transaction with the preferred Buyer.

7. Complete Contract

Once the price and terms are completed, typically using a detailed Term Sheet or Heads of Agreement, and the probability of Completion is confirmed, the Completion of the detailed purchase contract and the closing (transfer of funds and title) transaction is the final step in the process. This can be a time consuming and extremely detailed step and one in which we have extensive experience. This step in the process is in many ways the most important and delicate as it is truly the final step and often the hardest to navigate with attorneys, accountants, advisers and possibly other participants involved. We are very experienced in managing this process and in dealing with any concerns that arise during this critical time.

8. Post Transaction Review

Upon completion of the Sale Process we conduct a Post Transaction Review with our client to solicit their feedback on how we performed the project including what went well and what could have gone better.