Successfully selling a company

Selling your business is an intensive and emotional journey. At Sophista, we understand that selling your business is often a ‘once in a lifetime’ event; after all, your business represents your life’s work and legacy. A successful transaction requires professional guidance to navigate the complexities of the sales process. We strive to provide you as an enterpreneur with the best advice and and complete support. With our experience, dedication, and focused, comprehensive approach to mergers and acquisitions, we can expertly guide and advise you every step of the way.

The process of selling your company

1. Preparation phase

  • Business analysis, market analysis and strategy formulation
    Valuation
  • Clear sales documentation in the form of an information memorandum

2. Marketing phase

  • Confidentiality (NDA)
  • Sending sales documentation and procedure letter
  • Meetings and management presentations
  • Negotiations
  • Letter of intent (LOI)

3.Due Diligence

  • Data collection
  • Due diligence
  • Q&A sessions
  • Process monitoring and discussion of due diligence findings

4. Deal closing

  • Transaction documentation and final SPA negotiations
  • Signing & closing

Preparation phase

Good preparation starts with a thorough analysis of your business and clear understanding of your goals and aspirations as a selling business owner. This forms the foundation for a strategic approach that is fully aligned with your personal and business objectives.

During this phase, we work closely with you to determine the most suitable strategy. Whether it is a strategic sale, a management buyout, or a (partial) sale to private equity firms or investors, we develop a plan tailored to your unique situation.

We also perform a comprehensive market analysis, prepare an information memorandum and make an accurate valuation of your company. This provides you with a clear understanding of the value of your business and creates a solid basis for negotiations.

Based on our research and your market insights, we compile a longlist of potential buyers. In consultation, we refine this list to a shortlist of serious candidates that we approach in a targeted manner to ensure the best match for your business.

Marketing and negotiation phase

Once the strategy is defined, the marketing phase starts. In this phase we carefully approach potential buyers from the established shortlist. To protect your company’s anonymity , we ensure a confidentiality agreement is signed by the interested parties before sharing the information memorandum and a procedure letter.

Once both parties are enthusiastic, the indicative bidding and negotiation phase follows. With our years of experience, we ensure effective negotiations. Our aim is to achieve the best possible terms for you and ensure a smooth transfer. Once the initial terms are agreed upon, a letter of intent is signed and marking the start of the due diligence phase.

Due Diligence phase

After the initial agreement, the buyer conducts due diligence to verivy that the presented picture of your business aligns with the reality. This due diligence can cover various areas, including financial, commercial, tax, legal and ESG aspects.

Although they buyer is responsible for carrying out the due diligence, it is also an intensive process for the seller.  We ensure a smooth and efficient process, managing communication between all parties involved. Additionally, we handle the final negotiations, which can be kept to a minimum if handled correctly.

Deal Closing

After an intensive process, deal closing is the crowning achievement. In this phase, the necessary agreements are drafted to formalize the agreements made. Depending on the transaction, these agreements may include: 

  • Purchase and sale agreement: This documents outlines all the terms and conditions between parties for the transfer of your business.
  • Shareholder agreement: If you remain a partial shareholder after the sale, this agreement governs the cooperation and arrangements between you and the new co-shareholders.
  • Loan agreement:The buyer may owe you part of the purchase price after the acquisition. The terms of this loan or earn-out are detailed in a separate agreement.
  • Lease agreement: If the property is leased by the buyer post-acquisition, a new lease agreement may be part of the arrangements.
  • Advisory agreement: It is often agreed that the seller will continue to play a role as an advisor after the acquisition. These arrangements are documented in a separate agreement.

Once the parties have finalized and agreed upon on these agreements, the transfer of shares or business activities takes place, usually at the notary, officially completing the sales process.

Transactions