✉ info@imergea.com ☎ +33 7 73 49 38 63 / +27 82 406 84 94
0 Intro
1 Sales Prep
2 Prospects
3 Confidentiality
4 Teaser
5 IM
6 Data Room
7 Management calls
8 Term sheet
9 Due Diligence
10 Purchase Agreement
11 FAQ

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IMERGEA M&A Advisory

M&A Workflow

When preparing for a capital raise or company sale, it is crucial to align objectives and ensure strong sales preparation. An experienced M&A advisor can guide the process, from clarifying whether the deal targets an equity sale, asset sale, or share sale, to managing the timeline across key funding stages. This includes business valuation, investor outreach, and coordination of due diligence, leading up to negotiations and closing with a Sale and Purchase Agreement (SPA) or Asset Purchase Agreement (APA).

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1

Sales Preparation

Key financial statements such as audited income statements, balance sheets and cash flow reports over the last 3–5 years are central to sales preparation. Buyers use them to compare EBITDA vs. DCF, conduct multiple analysis, and measure leverage, margins, and returns. They will also request business plans, CAPEX, contracts, tax certificates, asset registers, and operational reports to gain a full picture of financial health, risks, and growth potential.

2

Prospect Identification

Building a targeted buyer list is a critical step in the M&A process. This includes financial buyers such as private equity, venture capital, and family offices, as well as strategic buyers seeking synergies. The goal is to prioritize acquirers that best match the company’s profile, industry, and objectives while also ensuring cultural fit.

3

NDA – Confidentiality Agreement

In M&A, Non-Disclosure Agreements (NDAs) protect confidential information such as financial statements, customer data, contracts, IP, and strategic plans, shared physically or via digitalized deal platforms. Both sides commit to using it only for evaluating the transaction, shielding against leaks to competitors, employees, or the public. NDAs set the scope, duration, and remedies, creating a secure base for due diligence and early talks.

4

Anonymous Teaser Deck

Once confidentiality has been secured, the next step is to prepare and send an anonymized teaser deck. This is a short and compact presentation that highlights the most important aspects of the business while keeping the company's name and sensitive details hidden.

5

Information Memorandum

Once initial interest has been secured through the teaser and NDA, the Information Memorandum becomes the cornerstone document of the M&A process. It is a comprehensive presentation of the company prepared by the seller and their advisor.

6

Virtual Data Room

A Virtual Data Room (VDR) is a secure online platform used in mergers and acquisitions to store and share all of a company's confidential documents. It replaces physical archive rooms and allows potential buyers, investors, and advisors to access information in a centralized, controlled, and traceable way.

7

Management Meetings

At this stage, qualified buyers who have reviewed the Information Memorandum and conducted initial analysis are invited to meet the management team. These meetings serve as a critical checkpoint where potential acquirers test the strategic fit of the opportunity.

8

Letter of Intent

The Letter of Intent is a non-binding document that outlines the key terms and conditions under which a buyer proposes to acquire a company. It typically comes after preliminary due diligence and management meetings.

9

Due Diligence

Due diligence is the detailed investigation phase in an M&A transaction, where buyers seek to validate the information presented by the seller and uncover potential risks before committing to a final agreement.

10

SPA – Sales Purchase Agreement

In M&A transactions, the definitive agreement is typically structured as either a Share Purchase Agreement (SPA) or an Asset Purchase Agreement (APA). The choice between SPA and APA depends on the transaction objectives, regulatory environment, and risk appetite.

11

Selling Your Company: Common Questions

Many SME owners ask the same questions when considering a sale or capital raise. At IMERGEA, we provide clear answers and guide you step by step through the M&A process, ensuring a smooth and successful transaction.

Self-Assessment: Are You Ready to Sell?

Answer honestly. This isn't about perfection. it's about knowing where you stand. >70% : ready to launch. >between 50 & 70%: 60–90 days of focused prep. ≤50%: strengthen foundations first.

Valuation & Basics

Valuation depends on revenue, profitability (e.g., EBITDA), sector, growth prospects, and comparable market multiples. Common methods include EBITDA multiples (often 4–10x for SMEs), Discounted Cash Flow (DCF), and Net Asset Value (NAV).

Use our online valuation tool for an instant, multi-method benchmark tailored to your business.

Selling equity means transferring part or all of your ownership stake to a buyer, often leading to an exit or liquidity event. Raising capital means issuing new shares to investors, injecting fresh funds into the company for growth without necessarily diluting existing shareholders equally.

IMERGEA helps you evaluate which option best suits your objectives.

In a share sale, buyers purchase ownership shares of the company, taking on all assets and liabilities. In an asset sale, only selected assets and contracts transfer, often excluding debts or risks. Tax, legal, and financial implications differ by structure, and IMERGEA works with advisors to select the most beneficial approach.

Buyers generally fall into three categories: strategic buyers (companies in your sector seeking synergies), financial buyers (private equity or investors focused on returns), and individual/family buyers (entrepreneurs or family offices). Each brings different priorities, from growth acceleration to operational integration, and IMERGEA positions you to attract the right type.

The Process

The process begins with careful preparation: compiling key financial statements, operational data, and legal documents. Then, we identify potential buyers or investors and create professional materials such as teaser decks, information memorandums, and a secure virtual data room.

With IMERGEA, you are supported through every step, from initial outreach and negotiations to due diligence and final closing.

An SME transaction typically takes 6 to 12 months. Timelines vary based on industry dynamics, buyer readiness, due diligence complexity, and regulatory approvals. Proactive preparation and strong data room management help reduce delays and accelerate the process.

The best timing depends on your company's performance, industry trends, and personal objectives. Ideally, sell during periods of growth and strong financial performance, rather than in distress. IMERGEA helps analyze market conditions and your business readiness to identify the optimal window.

Yes, but it requires discipline. Running the business must remain your priority while the sale process unfolds in parallel. Advisors like IMERGEA manage buyer outreach, negotiations, and due diligence so your business performance does not suffer.

Partial sales are common. Owners may sell a minority stake to raise capital while retaining control, or a majority stake while keeping a meaningful role in operations. IMERGEA helps structure flexible options, from growth investments to phased exits, based on your needs.

Yes, carve-outs and divestitures are common. Selling a division or subsidiary allows you to unlock value without divesting the entire company. These transactions require clear separation of financials and operations. IMERGEA helps prepare standalone data and structure such deals effectively.

Deals can collapse due to valuation gaps, financing issues, or red flags uncovered in due diligence. Having multiple buyers in play and a well-prepared data room reduces this risk. IMERGEA ensures competitive tension and contingency planning so your sale process remains resilient.

You can withdraw from a sale before signing binding agreements. However, backing out late may damage relationships and credibility. Clear communication with advisors and buyers is critical. IMERGEA ensures flexibility while protecting your reputation if circumstances change.

Buyers & Advisors

The right buyer balances financial capability with strategic and cultural fit. Through our extensive network of strategic investors, private equity firms, and family offices, IMERGEA matches you with parties whose goals align with your company's long-term vision.

Multiple interested buyers create competitive tension, often driving up valuation and improving deal terms. A structured process (e.g., limited auction) ensures fairness and maximizes leverage. IMERGEA manages this process discreetly to secure the best outcome.

An advisor ensures a structured process, mitigates risks, cultivates a pool of competitive buyers, and maximizes deal value. IMERGEA specializes in SMEs, often securing higher valuations than unadvised sales by emphasizing cultural alignment, strategic fit, and long-term objectives.

Costs typically include advisor fees, legal expenses, accounting support, and sometimes tax structuring. Fees vary depending on deal size and complexity, but many advisors, including IMERGEA, use a retainer plus success fee model. These costs are outweighed by higher valuations and smoother processes achieved through professional support.

First, we believe we can improve SME access to the M&A process, and that is what we are aiming for. Our approach is practical: use modern tools, including AI, to simplify the heavy lifting, lower the entry barrier on cost and time, and keep human judgment where it matters most — in valuation reality, buyer fit, and negotiation.

We run rigorous financials, and we also translate operations, people, and supply chains into defensible value. Built for small and mid-market founders, this reflects our three long-standing passions: international business, useful IT, and founders' stories. More details on how we work in our one pager.

Yes, many SMEs attract foreign investors or strategic buyers. However, cross-border deals involve additional regulatory, tax, and cultural considerations. IMERGEA leverages its global network and experience in emerging and developed markets to manage these complexities effectively.

Cross-border transactions introduce differences in business practices, negotiation styles, and regulatory frameworks. Misaligned expectations can derail integration post-closing. With global experience across emerging and developed markets, IMERGEA helps navigate cultural and legal complexities to ensure smoother outcomes.

Banks may provide acquisition financing to buyers, impacting deal certainty and structure. Some banks also act as intermediaries for larger deals, but SMEs often benefit more from specialized M&A advisors like IMERGEA who understand market dynamics.

Preparation & Value

Strengthen profitability, reduce debt, diversify your customer base, and highlight recurring revenue streams. IMERGEA conducts pre-sale assessments to identify value drivers and position your company for premium offers.

Essential documents include financial statements (3–5 years), tax returns, contracts with customers and suppliers, intellectual property records, employee agreements, and compliance certifications. IMERGEA helps you structure these into a secure data room, making due diligence smoother and more attractive for buyers.

While not always mandatory for SMEs, audited financials increase buyer confidence and can accelerate due diligence. At minimum, accurate, well-prepared statements are essential. IMERGEA helps you organize financials so buyers feel reassured, even without audits.

Yes. Even unprofitable companies can be attractive if they demonstrate growth potential, strong technology, valuable assets, or unique market positioning. IMERGEA identifies and approaches buyers who specialize in turnaround opportunities or strategic synergies.

Pitfalls include disorganized financials, unrealistic valuations, rushing negotiations, breaching confidentiality, or letting emotions cloud judgment. IMERGEA ensures you avoid these traps with structured processes, clear benchmarks, and disciplined negotiation.

Buyers often request site visits to validate operations and meet management. Preparation involves ensuring facilities are presentable, employees are briefed appropriately, and sensitive data is secured. IMERGEA coaches you on managing site visits to build buyer confidence while protecting confidentiality.

Due Diligence & Legal

Due diligence validates your financial, legal, and operational health. It typically lasts 1–2 months. A well-prepared data room with organized documentation keeps buyers confident and prevents surprises that could harm valuation.

Issues such as compliance gaps or inconsistent reporting may lead to price renegotiations, delayed closings, or added conditions. Proactively disclosing and addressing risks up front builds trust and reduces surprises. IMERGEA helps identify and resolve these before they derail the deal.

Confidentiality is critical. This is achieved through NDAs, staged information sharing, and secure data rooms. IMERGEA carefully vets potential buyers and controls access to sensitive information to protect your operations and reputation.

Confidentiality is a top priority. Non-Disclosure Agreements (NDAs), selective disclosure of information, and controlled data room access are standard. IMERGEA screens buyers carefully and ensures staged information sharing to protect sensitive details about your business.

Legal protections include warranties, indemnities, escrow arrangements, and carefully drafted SPA clauses. These safeguard you against unexpected claims after closing. IMERGEA collaborates with your legal counsel to ensure strong protections while keeping the deal attractive to buyers.

Deal Structure & Payments

Payments can be structured in several ways: full cash, stock swaps, deferred payments, or earnouts tied to performance. The right structure balances your desire for upfront liquidity with buyers' risk management. IMERGEA negotiates terms to secure both fair value and favorable payment conditions.

Earnouts link part of the purchase price to future performance (e.g., revenue or EBITDA over 1–3 years). They bridge valuation gaps and align incentives but require clear definitions and measurement to avoid disputes. IMERGEA structures earnouts to protect your interests while satisfying buyer expectations.

It is a fair concern and the right time to think about it is before you launch a process. Two realities often drive a later step-up in price: synergies and rerating. A larger buyer can remove overlap, lower cost of capital, or bundle your business into a platform that trades at a higher multiple.

You can protect some upside and still de-risk. We can structure earnouts that pay if defined targets are met. We can use rollover equity so you keep a meaningful percentage and participate in future value. We can add options or phantom stock for you and key employees. The exact mix depends on your appetite and on the buyer type.

Post-closing, steps often include working capital adjustments, deferred payments or earnouts, and integration of systems, teams, and processes. IMERGEA helps manage these ongoing steps to ensure a smooth transition and long-term value creation.

Tax implications depend on jurisdiction, deal structure, and whether the transaction is an asset or share sale. Some countries offer deferrals, exemptions, or rollover relief if proceeds are reinvested. IMERGEA collaborates with tax advisors to optimize after-tax proceeds and ensure compliance.

Tax obligations depend on jurisdiction, deal structure, and reinvestment strategies. Some countries offer deferrals, exemptions, or rollover relief if proceeds are reinvested. Always consult a tax advisor early in the process.

Buyers often pay a premium if they expect cost savings or revenue synergies post-acquisition (e.g., cross-selling, shared supply chains, tech integration). Sellers should highlight potential synergies without overpromising. IMERGEA positions your business to showcase realistic synergy opportunities.

People, Control & Family

Many buyers expect the owner to stay temporarily (6–24 months) for a smooth transition. Terms depend on the buyer type: strategic buyers may integrate quickly, while private equity often prefers continuity. IMERGEA negotiates exit options aligned with your personal timeline and financial goals.

Not necessarily. Many SME owners structure deals to retain a minority stake or remain in management after selling equity. The level of control depends on the share percentage sold and negotiated governance terms. IMERGEA helps ensure your role post-transaction matches your goals.

Timing is critical. Disclosing too early may create uncertainty, while waiting too long can harm trust. The best approach is to inform employees once a deal is highly probable, with clear messaging around continuity and opportunities. IMERGEA helps craft a communication plan that balances confidentiality with transparency.

The worry is real, especially when you have worked together for years. While absolute guarantees are rare, we make employee outcomes a central deal objective: buyers are briefed early on the team's value, and we negotiate practical protections such as retention and stay bonuses for key staff, fair notice and consultation frameworks, training and integration plans, and time-bound commitments on roles or locations where feasible.

Many strategic buyers want the know-how to stay; we make that explicit in the term sheet and final agreements, and we help you plan the post-signing announcements so people hear facts before rumors.

Family businesses face unique challenges, such as succession planning and balancing family interests with buyer expectations. Buyers may value stability, brand reputation, and loyal customer bases. IMERGEA helps structure solutions that respect family legacy while maximizing deal value.

It is a common and honest fear: for many families the company is identity as much as income. You are not betraying a legacy by exploring options; you are defining how it continues. We start by writing clear legacy-preservation criteria with you (name and brand continuity, local presence where feasible, jobs and skills retention, customer and supplier relationships, governance and values).

We only court buyers who align, then hard-wire the commitments in the mandate and final agreements. If a full sale is not the right path, we consider minority recaps or growth capital. The goal is stewardship: securing the next chapter on terms your family can be proud of.

This is a healthy question to ask upfront, both from a desire point of view and from a reality point of view. Identity and purpose do not switch off at signing. We start by clarifying what you want your next chapter to look like. Then we design a transition that fits. That can include a phased role for six to twenty-four months, a chairman or advisor seat, or a defined brand ambassador function.

A partial sale can help. Keeping a percentage of equity maintains connection and influence. Buyer type also matters. A financial investor may expect you to stay through a value-creation plan and then exit together later. A strategic buyer may ask for a shorter handover or, in some cases, a longer leadership role to secure customers and teams.

Family and partner dynamics can stop a good deal. Different liquidity needs, different attachment levels, and different views of risk are normal. The right time to address this is before you go to market. We facilitate an alignment session that turns feelings into choices.

We agree a defendable valuation range and a decision rule for offers inside and outside that range. We map roles after closing, set expectations on non-compete and non-solicit, and align on whether a partial sale with some equity retained is acceptable. If consensus is not reachable, we will tell you to pause and fix the governance first.

Almost every business has awkward corners. In family and founder-led SMEs this can include legacy personal expenses in the P&L, informal supplier arrangements, lapsed licenses, old tax queries, or a dispute from years ago. Embarrassment is normal; unmanaged surprises are what derail trust and valuation.

Our approach is to run pre-diligence so we see issues before buyers do. We review finance (QofE-lite, revenue recognition, normalizations, working capital seasonality), tax, legal, HR, IT and data, operations and ESG. Where possible we fix items quickly; for items that cannot be fully fixed in time, we disclose early with context: what happened, why it is contained, and what remediation is underway. We stage a clean data room with redactions where sensible, watermarking, clear versioning, and a findings log. The goal: remove the drama, show control, and let buyers underwrite facts rather than rumors.

Bottom line. Selling a business mixes pride, grief, relief, and worry. These are not "problems to hide." They are design inputs. The right structure, the right buyer type, and the right transition plan can protect legacy, team, and upside while giving you the freedom you want.