Business Sales

We begin by defining what is being sold and assessing the business’s readiness for a sale. We review its business model, market position, financial performance and growth prospects. We develop a clear case for its value and identify issues that should be addressed before negotiations begin.

Preparation reflects the nature of the sector. Alongside financial and commercial records, we consider the business’s operations, key contracts and the technical and regulatory requirements under which it operates. Matters requiring specialist assessment are addressed with the relevant advisers.

This work shapes the sale strategy, target buyer profile and transaction timetable.

We coordinate the financial work needed to support price negotiations. Where required, financial advisers prepare a valuation, review historical performance and forecasts, and assess the financial assumptions underlying the proposed sale.

At the same time, we work with legal and tax advisers on the proposed transaction structure. This establishes what the buyer will acquire, the steps required before a sale and the issues to be addressed in the transaction terms.

The resulting analysis provides a basis for agreeing the owner’s price expectations and our negotiating strategy.

We prepare the materials prospective buyers need to assess the opportunity and decide whether to proceed.

For confidential sales, the initial approach uses an anonymous teaser. An information memorandum provides a more detailed account of the business, covering its activities, financial performance, market position, operations and the proposed transaction.

We ensure that the presentation is consistent with the source documentation and that the information is clear and coherent. Disclosure is managed according to the stage of discussions and the agreed confidentiality arrangements.

We identify strategic buyers and financial investors in Poland and internationally. We assess their business plans and investment criteria to establish where there may be a clear commercial rationale for an acquisition.

We approach owners, senior management and acquisition teams directly. We arrange presentations and meetings, manage the exchange of information and seek indicative offers.

Together with the seller, we assess each proposal on price, funding, timing and conditions. We then coordinate agreement on the basis for the next stage of discussions.

We prepare the business for due diligence by the investor and its advisers. This includes organising documentation in a controlled data room and agreeing access rights and procedures for sharing information.

On the seller’s side, we coordinate responses to questions, working meetings and site visits. The scope of due diligence depends on the transaction and may cover financial, legal, tax, technical and environmental matters.

Specialist findings are reviewed by the relevant advisers. We coordinate their consideration in the negotiations, particularly where they affect the price, acquisition conditions or the seller’s liability.

We represent the seller in negotiating commercial terms. These cover the purchase price and how it will be calculated and paid, payment dates, conditions for completion and handover arrangements.

Working with legal advisers, we ensure that the commercial agreements are reflected in the transaction documents. This includes provisions on payment security, representations and the allocation of liability.

We track the actions required to complete the sale. Within the scope of our mandate, we remain involved in signing, handover and the financial settlement of the transaction.

We agree the rules for disclosure with the seller before approaching investors.

In confidential processes, the initial materials do not identify the business. Detailed information is shared with approved recipients once confidentiality arrangements and access rights have been agreed and non-disclosure agreements are in place.

We control the circulation of documents and communications about the proposed sale, taking account of relationships with employees, customers and business partners.