Typical confidentiality stages in an M&A Sale Program are defined by the phase of the sale process. Confidentiality and M&A, the managing of confidential information and who can access company confidential information is a key activity managed by the M&A advisor as part of the M&A sale process.
Key documents provided to prospective buyers in the M&A sale process start with an introductory “teaser” which typically will not disclose the name or provide sufficient information to identify the company. Subject to signing a confidentiality agreement (CA) or nondisclosure agreement (NDA), more detailed information is made available to the interested buyers. Detailed information will include a “confidential information memorandum” and recent financial statements. At this stage, the names of customers and suppliers will be redacted and staff specific information, names and salaries, will not be provided.
Once a prospective buyer shows a genuine interest customer details can be provided. Typically after an offer, or letter of intent is received detailed information on staff and their remuneration may be provided. This information may only be given to specific people on the buyers M&A deal team and the M&A advisor controls this access.
The table below, Stages of Confidentiality and M&A, outlines what information is released at each stage of the MA& sale process.
Stages of Confidentiality and M&A
|Sale Process||Phase I Preparation||Phase II Marketing||Phase III Due Diligence||Phase IV Completion|
|Confidentiality Level||Public||NDA – Stage I||NDA – Stage IIa||NDA Stage IIb|
|Key Documents & Activities||Teaser||
High level due diligence
Detail Diligence – Legal, financial , tax and HR, Technical and operations
Prepare deal documents
Final deal documentation
Meet approved customers
Meet key senior staff
General information, industry, business activities, size of business and indicative financials, number of employees, location
Company name typically not disclosed, “Project Name “used.
NDA signed, company name disclosed. Documents provided include P&L and BS.
Customer and supplier details redacted.
Organisation chart names redacted
Offer accepted (typically non-binding)
Customers names and gross margins
Staff names, salaries and contracts
|Subject to conditions precedent, review key customer contracts, may make contact with select customers and suppliers subject to approval|