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Edson Gissoni – Executive Partner of DMS PARTNERS

In our last article, we commented on the strong demand for sales operations from small and medium-sized companies in Brazil. We also explore the main motivators that lead shareholders and owners to decide to sell their enterprise and the importance of good professional advice in conducting this process.

In today's article, we will explore the main stages of the process of selling a company and the activities at each stage. The objective here is not to exhaust the topic, but rather to provide the basic set of information that the owner or shareholder interested in selling their company should know.

As main steps we can consider:

1. Company Valuation

2. Development of the Go-to-Market Strategy

3. Negotiation

In the Company Assessment stage, a preliminary analysis of the company is carried out, with regard to its administrative, commercial, operational and financial aspects. The main objective of this preliminary analysis is to understand the company's current situation in its various aspects, understand its operating model, its products/services, its positioning in the market and identify its operating ecosystem (customers, suppliers, competitors, partners , etc.), as well as your financial situation.

At this stage, the company's economic value is also assessed and the shareholders' main objectives with the sales process are identified. At that moment, the owner or shareholders decide, together with their advisors, the feasibility, convenience and whether the moment is suitable for a reasonable chance of success of the transaction, then approving the going to market.

In the second stage, after shareholder approval, the strategy for going to market is structured, with the development of an action plan and communication to the market.

At this stage, a list of potential investors (strategic or financial) to be validated and prioritized by shareholders, all the communication to be used in company presentations to potential investors, basically consisting of two documents; a prospectus of the opportunity (“teaser”) and a complete descriptive document of the company where not only all the main information about the company is presented, but also about the market in which it operates (“INFODECK or “INFOMEMO”).

The main objective of the “teaser” is to present the opportunity to potential

investors, through a summarized description of the company's main characteristics, but without identifying it. If a potential investor is interested in the opportunity presented, he or she signs a Confidentiality Agreement (NDA) and is presented with INFOMEMO.

The main objective of “INFOMEMO” is to present the company's credentials to the interested party, its structure, its products/services, its main customers, its main markets, its operating differences, its financial results and the projection of results for the next 5/10 years. If there is interest on the part of one of the investors, the Negotiation stage for the sale of the company begins.

In the Negotiation Stage, the main premises and conditions for the sale of the company are negotiated. Buyers and sellers negotiate not only commercial aspects, but also operational and legal aspects. In most cases, the negotiated aspects are reflected in a Letter of Intent (“LOI”) and/or Memorandum of Understanding (“MOU”) prepared by the buyers and to be validated by the sellers with the support of their legal counsel.

At this stage, an audit of the information (“Due Diligence”) usually also takes place by the buyers with the aim of ensuring the veracity of the information provided by the sellers. Buyers in this case must make all information to be audited available through physical and/or digital means (“data room”).

Validated by buyers the information provided by sellers and agreed upon commercial and operational conditions, the necessary contracts are formalized (phew!!!).

In summary. The steps and activities involved in a company sale transaction, even in the case of small and medium-sized companies, are complex and need to be conducted with the support of experienced and specialized professionals.

Count on the advice of DMS Partners’ team of Mergers & Acquisitions (M&A) specialists.

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