Roadmap for Selling Your Business — From Preparation to Successful Exit

This diagram provides a clear overview of the main phases involved in selling your company, highlighting essential steps—from initial preparation and strategic buyer engagement, through negotiations, detailed due diligence, legal documentation, and successful closure.

Roadmap for Selling Your Business — From Preparation to Successful Exit

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This structured end-to-end process will enable you to manage the transaction with clarity, transparency, and maximize value for all your stakeholders.

The Phases Explained

Phase 1: Preparation

Define Strategic Sale Objectives

Clarify the scope, deal type (full/partial), valuation expectations, and timeline.

Engage a Transaction Advisor

Appoint an experienced M&A advisor to lead the sale process.

Get a Professional Valuation of the Business

Engage a professional valuation expert

Develop Key Marketing Collateral

Prepare a compelling Information Memorandum (IM) and a concise Teaser.

Set Up a Secure Data Room (VDR)

Organize documents in a confidential, controlled environment.

Finalize the NDA Template

Agree on a standard Non-Disclosure Agreement to protect sensitive information.

Phase 2: Buyer Outreach & EoI

Identify and Shortlist Potential Buyers

Target strategic and financial investors based on defined criteria.

 Initiate Contact Using a No-Name Teaser

Generate preliminary interest without disclosing the company identity.

 Execute NDA with Interested Parties

Ensure confidentiality before sharing detailed information.

 Evaluate Buyer Intent and Share the IM

Assess seriousness before distributing the Information Memorandum.

 Invite Expressions of Interest (EoIs)

Solicit non-binding interest letters to shortlist suitable candidates.

Phase 3: Term Sheet & Indicative Terms

Discuss Deal Structure and Key Terms

Engage in early discussions around commercial structure and valuation.

 Align on Transaction Timeline

Set indicative milestones and a broad schedule.

 Confirm Key Dates and Commercial Parameters

Agree on last accounting date, completion date, transaction costs, and exclusivity.

 Obtain Letter of Intent (LoI)

Secure a formal Term Sheet outlining preliminary terms (binding/non-binding).

 Assign Responsibility for Legal Documentation

Clarify which party will lead the drafting of legal documents.

Phase 4: Due Diligence

Facilitate Buyer’s Due Diligence Process

Support legal, financial, and technical diligence activities.

 Provide Controlled Access to the VDR

Grant structured access to essential company documents.

 Respond to Due Diligence Queries and Monitor Progress

Coordinate responses and maintain oversight.

 Review Due Diligence Findings and Re-negotiate if Required

Address material concerns and revise deal terms as necessary.

Phase 5: Legal Documentation

Engage Legal Counsel

Involve legal experts to draft or review transaction documents.

 Negotiate and Finalize SPA

Agree on commercial and legal terms of the Sale and Purchase Agreement.

 Execute SPA

Formalize the transaction through mutual signing.

 Draft and Execute SHA (if applicable)

Prepare the Shareholders’ Agreement in case of a partial sale.

 Fulfil Conditions Precedent

Complete pre-closing requirements as outlined in the SPA.

 Appoint Escrow Agent and Execute Agreement

Implement a three-party escrow arrangement for secure settlement.

Phase 6: Closing & Settlement

Complete Closing Procedures

Final steps to bring the transaction to closure.

 Notarize Transaction Documents

Fulfil local legal requirements through notarization.

 Receive Funds via Escrow Mechanism

Secure payment of consideration through the agreed escrow process.