Sales exposé – how to create enthusiasm

For initial meaningful information about the business for sale, an exposé is common. How should an exposé be structured and what information should it contain and what scope should it have? What information should it deliberately not contain?

Highlight the advantages of your company in the exposé. Often you take qualities for granted that you don’t even think are worth mentioning. This is the case for every professional in his or her field. Therefore, make yourself aware of what your company is and what it can do, and inspire interested parties with an appealing exposé.

But stick to reality. For prospective buyers, the exposé is, apart from their impressions during a company visit, the most important basis for their value assessment and for their orientational purchase price offer. It helps neither you nor the prospective buyers if it turns out at a later date that certain conditions in the company are different from those shown in the exposé. You will lose the confidence of the prospective buyer; the further process will be correspondingly overshadowed. In any case, prospective buyers will reduce their purchase price offer by the amount of the discrepancies identified.

A good exposé shows the company in its relationship with its market environment, not just the isolated company. It shows what role the company plays for customers, suppliers, employees and society and what value it has for its environment. It provides information about market opportunities and risks and technological opportunities and risks and describes how the company is facing these dynamic challenges and what development potentials exist. A good exposé not only shows structures such as business divisions, product lines and departments, but also goes into particular detail about the business processes and the way the company works together. It also provides information about the management culture and the working atmosphere.

Of course, an exposé should reveal the company’s situation under company law. This includes the address and contact details, the legal form, the entry in the commercial register, the registered business purpose, the tax number, the VAT identification number, the shareholders and a brief insight into the formal development of the company.

The business figures of the past three years should be clear from the exposé. If there are jumps or shifts, you should explain them comprehensibly in the exposé. In addition to the past figures, you should also offer a financial plan for the next three years. Buyers are interested in future earnings and cash flows, not paying for past ones. Past figures are an indication of your company’s earnings and liquidity strength, but not an argument for buying. Set out your assumptions for the target figures plausibly in the exposé. The more preconditions for the probable occurrence of these target figures you have already initiated, the more credible future earnings and cash flows will be and the better you will be able to enforce your asking price. This is just as important for a successful succession plan as it is for the sale of a company or business from a group’s portfolio.

The asset development and the asset situation should also be comprehensible from the exposé.

You create trust by showing how the company can exist independently of you or your other business activities.

It is important that you put yourself in the shoes of potential buyers. Consider what might be of interest to a strategic buyer, what will appeal to an operationally motivated buyer and what financial investors are likely to expect. Provide all three segments of potential buyers with relevant information that will entice them. It is advisable to create a separate chapter “Arguments for potential buyers” and list relevant arguments for each of the three segments below it.

If you do not have an investment backlog in the company, point this out explicitly.

However, omit all information about employees in the exposé so as not to violate the applicable law on the protection of personal data (DSGVO). Information about employees is the subject of a due diligence to be carried out later. Any pending legal disputes are also subject to due diligence.

Derive an anonymised OnePager from the exposé, which contains the business activity and the size of the business operation (order of magnitude of turnover and number of employees) and key figures (EBIT), but does not allow any conclusions to be drawn about your company. You can use such a OnePager to gain access to interested parties.


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