We know deals
from both sides of the table.
For an owner, selling a company is often the first process of its kind. For an investor, it is one of many. We redress that imbalance. We know how a buyer assesses a business, where they look for risks, what drives the valuation and which negotiated terms matter for the real value of the transaction. We have been in that role ourselves.
We help owners prepare for the process, negotiate as an informed counterparty and make decisions with a full view of their consequences.
How we help
We run full M&A processes or support the owner at a selected stage.
Preparation, valuation and strategy
We analyse the owners’ objectives, the business model and the company’s financial performance. We normalise the financials, identify value drivers and risks, and determine the achievable valuation and deal structure. On that basis we prepare the process strategy and a coherent equity story that shows investors the potential of the business.
Materials and selection of potential investors
We prepare a blind teaser, an information memorandum and the other transaction materials. We identify strategic and financial investors in Poland and abroad for whom the business may hold genuine strategic or investment value. We focus on precise buyer selection rather than mass distribution of information.
Confidential outreach and indicative offers
We approach selected investors, initially without disclosing the name of the company. Detailed information follows once interest has been confirmed and a non-disclosure agreement signed. We run talks in parallel and collect indicative offers, so that the owners can compare valuation levels, deal structures and the approach of each investor.
Meetings, investor selection and key terms
We prepare the owners and management for meetings with selected investors and support them during presentations and talks. We analyse the proposals received and negotiate the key terms of the transaction. With the preferred investor these are agreed in a letter of intent or term sheet covering, among other things, the payment structure, the owner’s future role, the process timetable and the terms of any exclusivity.
Due diligence and transaction documentation
We prepare the company for financial, legal, tax and operational due diligence. We coordinate the data room, the flow of questions and the cooperation between management and the advisers involved. In parallel, we support the negotiation of the economic terms of the transaction documents, including the price mechanism, earn-out, seller liability and closing conditions.
Signing and closing
We coordinate the work of the law firm, tax advisers and other experts until the final documentation is agreed. We remain involved at signing, the satisfaction of conditions precedent, the transfer of shares and the settlement of the purchase price.
The buyer has their advisers.
You have us.
We protect the confidentiality of the process, prepare the company for due diligence, defend the valuation and negotiate the terms of the agreement.
- 6–12 months
- typical duration of a company sale process
- 100+
- transaction and capital-raising processes
- 20 years
- of experience in transactions and capital markets
Confidentiality from day one.
News that a company is for sale can affect employees, clients and business partners. That is why we run the process in a controlled way. In the first stage we can present the business without revealing its name, and release detailed information only to selected investors once confidentiality has been secured.
It is the owner who decides who learns about the planned transaction, and when.
Learn more about our standards →Due diligence without surprises.
Before the buyer begins their review, we examine the company through an investor’s eyes ourselves: finances, contracts, employment and risks. We put the documents in order and prepare the data room.
Problems then surface with us, not at the negotiating table, where every surprise becomes an argument for cutting the price.
How to prepare a company for due diligence →The value of a company has to be defended in negotiations.
Standard financial statements do not always give the full picture of a business and its true profitability. We analyse and normalise the financials, establish the sustainable level of earnings and build the case that supports the company’s valuation. And then we defend it.
This kind of preparation strengthens the owner’s position, narrows the room for challenging the value of the business during due diligence and makes negotiations easier.
Price is not all that matters.
The form and timing of payment, earn-outs, price adjustments, seller liability and closing conditions can change the real value of an offer. We help you compare offers and negotiate the terms, not just the amount.
The deal structure matters too: a sale of shares or of an organised part of the business, and how much of the price is paid up front and how much is deferred or reinvested. We plan the structure together with legal and tax advisers, so that the final amount after all settlements is as high as possible.
Read about earn-outs →Received an offer to buy your company?
Price alone does not tell you whether an offer is good. How much you will actually receive, and what risk stays on your side, is decided by the terms: payments, price adjustments, warranties and seller liability.
We help you assess the offer, identify the risks, prepare for negotiations and check whether talking to a single investor is the best option.
8 questions before you respond to an offer
- How much of the price is paid at closing, and how much later or conditionally (earn-out, deferred payment)?
- What does the final price depend on: net debt, working capital, the adjustment mechanism?
- What warranties are you giving, up to what amount and for how long are you liable?
- Does the buyer have secured financing, and what conditions must be met before closing?
- Does the offer require exclusivity in negotiations, and for how long?
- What will your role be after the transaction, and on what terms?
- Do you know how other potential buyers would value the company?
- Is the price attractive compared with continuing to grow the company on your own?
If you cannot answer several of these questions, analyse the offer before you sign a letter of intent.
Succession does not always mean passing the company to your children.
If there is no natural successor, or the owner wants to step back gradually, it is worth considering different scenarios.
Family succession
Passing the company on to the next generation.
Management buy-out
The current management team takes over the company.
Sale to an investor
A strategic or financial one.
We help assess these routes from the perspective of the owner and the future of the company. We are responsible for the financial and transactional side: valuation, choosing the solution and preparing the company for handover.
Legal and tax matters, such as a family foundation or estate planning, are handled by the law firms we work with.
Read before selling your company.
Frequently asked questions
From the start of preparations to closing, most processes take between 6 and 12 months. It can take longer where the business needs putting in order, the pool of potential buyers is limited, or negotiations and due diligence prove particularly complex. The best outcomes are often achieved when the first steps are taken 12–24 months earlier – that gives time to improve performance and reduce risks before a buyer sees them.
Selling a company always requires the involvement of the owner and management, particularly when preparing materials, during due diligence and in negotiations. Our job is to take over the organisation of the process: the timetable and materials, contacts with investors, coordination of advisers and the flow of documents and questions. This allows management to keep focusing on running the business – which matters, because weaker results during the process can undermine the seller’s position.
They can try, particularly if the review uncovers matters not reflected in the indicative offer, or if the company’s performance deteriorates during the process. Among other things, due diligence allows the investor to verify data and identify risks that may affect the price or the terms of the agreement. Proper preparation of the company before it is opened up to the investor reduces the risk of late renegotiation, though it does not eliminate it entirely.
No. A transaction may cover 100% of the shares, a majority stake or a minority holding. The owner can also retain part of the equity and sell it later, after a period of growing the business together with the investor. The right structure depends on whether the owner wants a full exit, a reduced involvement, a partner for further growth, or to release part of the value built up so far.
That depends on the investor, how important the owner is to the business and the agreed deal structure. A buyer may expect a handover of several months, or continued cooperation over a number of years – particularly where part of the price takes the form of an earn-out. The scope, duration and terms of the owner’s continued role should be agreed early enough.
A broad process is not always necessary – sometimes a particular investor is the natural and best buyer. Talking to only one party, however, means no market benchmark and a weaker negotiating alternative, and if that single investor walks away, you are left with a sense of lost time and energy. We therefore assess whether a competitive process, limited talks with a few parties, or exclusive negotiations with the current buyer make most sense.
Yes. Sometimes it is better to postpone the process, improve specific results, reduce the company’s dependence on its owner, or resolve issues that could lower the valuation. We assess offers received in the same way – a high headline price is not enough if most of the payment is contingent, the seller’s liability is excessive, or the likelihood of closing is low.
Not every conversation ends in a transaction – an investor may change strategy, fail to secure financing or withdraw after due diligence. A well-run, confidential process limits the risk to the business, and the materials and analyses prepared can be used again in the future. That said, a process should never be launched simply as a test – it takes time and should have a clearly defined objective.
In a full process, remuneration usually combines a fixed component with a success fee payable on closing. The fixed component covers the work actually performed regardless of the outcome: analysis, preparation of materials, investor search and running the process. The main part of the fee, however, depends on completing the transaction on terms accepted by the client.
Let’s talk about your situation.
You do not need to have decided to sell or to have a transaction plan ready. The first conversation is confidential, free of charge and comes with no obligation.
