Sell-Side
M&A Advisory
Dulve Business Sale Advisory
Dulve Finance Advisory provides EU-focused sell-side M&A and transaction advisory to business owners and shareholders. We support clients from early preparation through signing and closing—helping sellers run a controlled, execution-ready process with clear positioning, disciplined governance, and risk managed upfront.
On the sell-side, we typically cover: deal positioning and equity story, valuation and pricing strategy, preparation of Teaser/IM/CIM, buyer process support and transaction management, data room setup and disclosure governance, coordination of financial and legal diligence (including FDD/QoE where applicable), term sheet and SPA negotiation support, and closing readiness. Our approach is compliance-first, risk-forward, and outcome-driven—reducing execution risk and improving deal certainty through every milestone.
01
Pricing & Terms Protection
The most common seller pain point is a strong headline price that gets retraded during diligence and legal drafting. We translate valuation into an execution-ready pricing and terms architecture (WC/Net Debt, locked-box vs. completion accounts, reps & warranties, closing conditions), setting clear red lines and concession paths early to reduce last-minute price erosion.
02
Controlled Disclosure
Sell-side processes often break down due to inconsistent materials and uncontrolled information flow—leading to delays, loss of trust, and downward pressure on value. We enforce disciplined disclosure through Teaser/IM/CIM, a structured data room, and a tight Q&A/issue tracker, keeping messaging consistent, protecting sensitive information, and maintaining process control.
03
Milestone-Driven Execution
Many deals fail not because a buyer cannot be found, but because execution slips: fragmented coordination, document churn, unclear conditions, and misaligned closing pathways. We run sell-side mandates with milestone-based project governance from preparation to closing—clear deliverables, accountable owners, and decision gates—improving speed, certainty, and closing readiness.
Sell-Side Transaction Process & Deliverables
1) Materials Preparation Valuation/Pricing
(Week 1–3)
Objective: Position the business as market-ready and establish a defensible pricing rationale.
Key actions:
Build financial model and valuation range (triangulated across multiple methods)
Align messaging (growth drivers, differentiation, risk mitigation)
Prepare deal materials (Teaser / IM / CIM)
Deliverables: Valuation range and pricing strategy, Teaser, IM/CIM (with data definitions and key metric notes).
2) Data Room Setup & Disclosure Governance
(Week 2–4)
Objective: Make diligence controlled, trackable, and explainable—avoiding leakage or inconsistent disclosure.
Key actions:
Build data room structure (finance, tax, contracts, HR, operations, compliance, etc.)
Define disclosure boundaries and access rights (including GDPR considerations)
- Deliverables: Data room index and access plan, disclosure list, Q&A / issue tracker template.
3) Indications of Interest & Terms Negotiation
(Week 6–10)
Objective: Secure the right price and negotiate terms to an execution-ready, closeable position.
Key actions:
Collect and benchmark NBO/IOI/LOI (or term sheets)
Focus on core terms: pricing mechanism, WC/Net Debt, locked-box vs. completion accounts, reps & warranties/indemnities, non-compete, management arrangements, etc.
Select preferred buyer and move to exclusivity (where applicable)
Deliverables: Offer comparison matrix, terms red-line list, negotiation strategy and concession path, exclusivity recommendation.
4) Diligence & QoE/FDD Workstream
(Week 8–14)
Objective: Surface risks early and quantify adjustments—avoiding last-minute retrades or closing blockers.
Key actions:
Coordinate financial diligence / Quality of Earnings (QoE) with legal and tax workstreams
Control Q&A cadence and incremental requests; manage scope creep
Map findings directly to price, terms, and closing conditions
Deliverables: Issue list and tracker, negotiation-ready QoE/FDD findings summary, risk register with mitigation actions.
5) Buyer Sourcing, IOI & LOI Management
(Week 2–10)
Objective: Build a targeted buyer universe, run NDA-first outreach, convert interest into IOIs/meetings, and progress to LOI/exclusivity through a controlled process.
Key actions:
Build buyer thesis and Tier 1/2/3 buyer universe; launch NDA-first outreach
Control disclosure (Teaser first; IM/data room post-NDA; access tiers/watermarking)
Manage buyer pipeline and meetings; centralise Q&A and issue tracking
Run IOI round and offer comparison (price, structure, conditions, timing, execution risk)
Support LOI negotiation, exclusivity, and diligence planning
Deliverables: Tiered buyer list, outreach cadence + NDA tracking, pipeline & Q&A logs, IOI/offer comparison, LOI/exclusivity support pack, updated timetable/decision log.
6) Closing & Post-Closing Transition
(Week 12–18+)
Objective: Finalize documentation, align conditions and funds flow, complete closing, and ensure a smooth post-close transition.
Key actions:
Finalize key transaction documents (e.g., SPA/APA)
Manage closing conditions / conditions precedent (CPs) (consents, regulatory items, bank requirements, etc.)
Confirm closing checklist and funds flow mechanics
Coordinate post-close transition (people, systems, customer contracts)
Track purchase price adjustments or deferred consideration/payment schedules (if applicable)
Deliverables: Signing-ready document set, CP list with owners, closing checklist, Day-of-Closing action plan, post-close transition checklist, key obligations tracker, dispute-prevention controls.
Dulve Sell-Side End-to-End
Execution (with Role Coverage)
Dulve Business Sale Advisory delivers execution-led sell-side transaction governance from preparation through signing and closing. We do more than introduce buyers—we run a controlled, deliverable-driven process that connects materials, valuation, diligence, negotiations, and closing mechanics into a closeable outcome.
For each mandate, we deploy a defined workstream team where each role owns specific deliverables:
Deal Materials Advisor (Teaser / IM / CIM): owns the Teaser/IM/CIM package and disclosure narrative, ensuring consistent messaging and data that is market-ready and diligence-ready.
Corporate Finance Advisor (M&A): builds and maintains the transaction model, supporting bid logic, sensitivities, and key assumptions.
Valuation Advisor: develops the valuation range and pricing rationale, defining negotiation floor/ceiling and defensible value arguments.
Diligence Workstream Advisor (FDD / QoE): leads the FDD/QoE workstream, runs the issue tracker and request list, and converts findings into pricing/terms implications.
Negotiation Support Advisor: manages term red-lines, offer comparisons, meeting minutes, and action-item closure to maintain negotiation cadence and decision clarity.
Integration Readiness Advisor (PMI): prepares pre-close integration readiness and transition checklists to reduce execution risk post-signing.
External Legal Counsel (M&A): supports SPA/APA and key transaction documentation, CP design, and legal closeability.
Tax & Accounting Advisor: advises on tax impacts, accounting exposures, and structuring considerations to improve after-tax outcomes and compliance certainty.
Data Protection Advisor (GDPR): governs data room access, disclosure boundaries, and GDPR-aligned handling of personal data to reduce information and compliance risk.
Debt Advisory Partner (Acquisition Finance) (where applicable): aligns financing pathways and funds-flow mechanics with the closing timetable and conditions.
Buyer Sourcing & Matching Advisor : builds the buyer thesis and tiered buyer universe (Tier 1/2/3), runs NDA-first outreach and buyer qualification, manages the buyer pipeline (IOI/LOI readiness), and coordinates buyer touchpoints to maintain a controlled, closeable process.
Deliverables are tangible and traceable throughout the process: Teaser/IM/CIM, valuation range and pricing strategy, data room index and disclosure list, issue tracker and Q&A cadence, offer comparison matrix and term red-lines, CP tracker and closing checklist, signing/closing action plan, and post-close transition checklist. With a retrade-defense mindset, we map diligence findings directly into price, terms, and closing conditions—reducing late-stage price erosion and closing blockers, and increasing deal certainty.
Buyer Sourcing Methodology
For sell-side mandates, we operate a standardised, evidence-led framework: Buyer Thesis → Tiered Buyer Universe → NDA-first Outreach → Controlled Competition → Milestone Governance. Our work is anchored in auditable deliverables, disclosure controls, and process discipline designed to increase IOI/LOI and closing certainty.
1) Buyer Thesis and Screening Criteria
Objective: Define who is most likely to acquire, why they would acquire, and how they will price.
We deliver:
Sector rationale and synergy hypotheses (horizontal/vertical integration, cross-border expansion, channel/product adjacency)
Buyer segmentation: strategics, private equity, independent sponsors, search funds, family offices
Quantified screening criteria: geography, size (revenue/EBITDA/EV bands), structure preferences, regulatory/licensing constraints, funding and decision pathways
Deliverables: Buyer Thesis (1–3 pages), Screening Criteria Sheet
2) Buyer Universe Build and Tiering (Tier 1/2/3)
Objective: Convert market coverage into an executable priority list—not a generic list of names.
We deliver:
Long list → short list, tiered by strategic fit, execution capability, and closing probability (Tier 1/2/3)
Tier 1 account plans: entry points, decision chain mapping, and synergy-led narrative hooks
De-duplication and conflict checks to avoid overlap and manage conflicts appropriately
Deliverables: Tiered Buyer Universe (with priority and rationale), Conflict/Overlap Log
3) NDA-First Outreach and Controlled Disclosure
Objective: Maximise screening efficiency while protecting sensitive information.
We deliver:
Teaser-led initial qualification and a controlled NDA issuance/return workflow
IM and data-room access only post-NDA, with permission tiers (view/download) and watermarking
Centralised version control and a single authorised disclosure channel
Deliverables: NDA Pack + Tracking Log, Disclosure Protocol, Data Room Access Matrix
4) Outreach Cadence and Pipeline Governance
Objective: Progress buyers from initial interest to IOI readiness and LOI-level engagement.
We deliver:
Multi-touch outreach cadence (email/LinkedIn/calls) with defined follow-up rules
Buyer qualification recorded in a structured manner (funding, decision authority, timeline, structure preferences)
Governed management meetings: agenda, “no-go” disclosure list, minutes, and action tracking
Deliverables: Buyer Pipeline Tracker (stage/next action/owner), Minutes & Action Tracker
5) IOI Round and Offer Evaluation
Objective: Create controlled competition and enable apples-to-apples evaluation of offers and execution risk.
We deliver:
IOI submission format and timeline
Structured evaluation across price, structure, conditions, financing certainty, regulatory risk, timing, diligence scope
Negotiation plan and next-round pathway (management meetings, follow-ups, revised offers)
Deliverables: IOI Evaluation Matrix, Offer Comparison Table, Negotiation Points Sheet
6) LOI / Exclusivity Governance, Diligence Coordination, and Closing Readiness
Objective: Maintain pace and leverage during exclusivity and drive the process to completion.
We deliver:
LOI support and exclusivity milestone design (timetable, diligence scope, key conditions, disclosure governance)
Coordinated diligence workflows with external legal/tax/accounting advisors (without providing legal/tax advice)
Decision logging and timetable governance to keep the process accountable and closeable
Deliverables: LOI/Exclusivity Support Pack, Diligence Workflow Tracker, Milestone Timetable & Decision Log
7) On-site Negotiation & Seller Advocacy (Key Meetings Governance)
Objective: Ensure controlled disclosure, disciplined cadence, and seller-aligned outcomes during critical interactions—management meetings, IOI/LOI discussions, exclusivity planning, and key term negotiations.
Our approach:
Dulve management attends key meetings and acts as the process owner, setting meeting rules, information boundaries, and clear next-step milestones.
A dedicated negotiation lead and deal team are present to manage real-time negotiation dynamics and protect seller interests across pricing and structure (payment terms, conditions precedent, warranties/indemnities, closing mechanics, exclusivity terms), preventing premature concessions or uncontrolled disclosures.
Pre-brief and post-meeting closure: agenda and “no-go” disclosure list upfront; minutes, action items, and timeline confirmation after each meeting to keep the process accountable and closeable.
Deliverables: Meeting Agenda & Protocol, No-go Disclosure List, Minutes & Action Tracker, Negotiation Points Sheet.