Sales Exposé

For initial meaningful information about the company for sale, an exposé is common. How should an exposé be structured, 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 prospective customers with an appealing exposé.

But remain realistic. For prospective buyers, the exposé is, in addition to their impressions during a company visit, the most important basis for their value assessment and for their orientative 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 trust of the interested parties; the further process will be overshadowed accordingly. In any case, interested parties will reduce their purchase price offer in light of the detected deviations.

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

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

The business figures for the past three years should be clear from the exposé. If there are jumps or shifts, you should explain these in the exposé in a comprehensible way. 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 a selling point. In the exposé, plausibly present your assumptions for the projected figures. The more preconditions for the probable occurrence of these target figures have already been initiated by you, the more credible future earnings and cash flows will be and the better you will be able to enforce your asking price. This preparation justifies a sound succession plan before selling a company. The same applies to the sale of a company or a business unit from the portfolio of a group.

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 may 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 don?t have an investment backlog in the company, explicitly point this out.

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

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


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