Most M&A advisors strive for, and business owners dream of receiving multiple offers, with prospective investors fighting over their business.

DMA’s marketing process regularly delivers multiple offers for businesses.
When this happens, the focus shifts from ‘if the business sells’ to ‘who is the best prospective investor to sell to?’

Often there is a standout bidder.
However, sometimes the decision is more complex.

Price may be the key deciding factor, but other considerations may feature and even take precedent.

DMA has developed and used for 20+ years, an offer ranking system to help owners weigh up a range of factors to decide among a contingent of worthy candidates.

Prior to going to market, we invite clients to prioritise their transaction objectives including:
• Price
• Speed
• Strategic fit
• Certainty
• Investor’s ability and commitment – financial and otherwise
• Dependence on external finance
• Clean exit with limited contingencies
• Value maximisation – acquisition motives and plans for the business
• Confidentiality/limited disruption to staff and customers

The offer ranking system evaluates a range of sub-factors among these key objectives, with provision to provide weighting to each one and then to rank them for each bidder.

Some factors may surprise you – for example – the suitability of other bidders as backups.

Other common considerations are:
• Transaction structure
• Due diligence requirements
• Risk of price write downs
• Buyer sophistication
• Finance conditions and financial capacity
• Buyer board approvals
• Buyer regulatory implications e.g. ACCC, FIRB
• Duration until unconditional and completion

This systematic approach can help business owners objectively assess their options, without relying on emotion, headline price or any other single aspect.

Author – Tony Brown

Selling a business requires a progressive buildup of trust and transition of control. The right buyer needs enough information to price risk and proceed with the deal. Sellers need enough safeguards to protect commercially sensitive information. The art is in sequencing disclosures so both sides move forward without compromising the enterprise.

In an earlier article (“How to Protect Confidentiality and Qualify Investors”), we explained how DMA protects confidentiality and qualifies investors. This article takes the concepts further by explaining how and when to release sensitive information as the transaction progresses.

Information Prior to Agreeing Headline Terms
The Information Memorandum should cover around 80% of queries likely to be raised by prospective investors in the initial phase. The remaining items to present an offer are typically covered by a meeting and some short rounds of threshold Q&A.

It is common to provide the financial databook and supporting unadjusted financial statements prior to agreeing terms. However, most detailed records and sensitive disclosures are held back until due diligence.

Consider the Profile of the Investor
Once terms are agreed and due diligence is in progress, the extent and timing of disclosures varies depending on the profile of the investor:
• Financial investors without an existing investment in the industry may present a lower risk profile as there is less harm they can do with commercially sensitive information. This may even warrant providing their advisors with read-only access to financial systems to streamline the provision of information and reduce the number of queries.
• Strategic investors may be higher risk – particularly with access to customer, staff and supplier details. However, in many cases strategic investors will pay a premium because of the revenue synergies they can realise.

Provide Information in Tranches as Certainty Builds
The key to managing sensitive disclosure is aligning the extent of information disclosed with the progress and certainty of the transaction:
• Early stage due diligence involves the key items to arrive at a position where there are “no red flags”. During this phase, it is common for customer, employee and other sensitive information to be provided on a redacted basis with unique identifiers to enable analysis across multiple data sources.
• Operational and legal due diligence is normally after the “no red flags” milestone is achieved, and provided in parallel with negotiation of the binding transaction documents.
• Commercially sensitive items such as customer/employee information or interviews (if strictly required) are normally during the very late stages of the process when binding transaction documents are in place and otherwise unconditional. In particularly sensitive transactions e.g. between two close competitors, this “black box due diligence” process is formalised in the transaction documents.

Working with an experienced M&A advisor provides comfort for Sellers during the process. Experienced advisors know what information is normal to provide, when to push back and offer pragmatic backup solutions for sensitive situations.

Author, Blake Davis

Why Due Diligence Can Make or Break Your Business Sale
Selling a business is a significant milestone, often the result of years, even decades, of dedication and hard work. Yet, between agreeing on terms and finalising the transaction lies one of the most crucial stages: due diligence.

Due Diligence is where buyers thoroughly examine the business to verify everything they’ve been told about the business. It’s not just a formality; it’s the buyer’s way of confirming that the business is what it appears to be. For sellers, understanding the process and preparing for it can mean the difference between a smooth transaction and a deal that falls apart.

What Is Due Diligence?
Due diligence is far more than a quick check, it’s an in-depth investigation by the buyer to confirm the true state of the business. This process typically spans three major areas: financial, legal, and operational.

Financial due diligence involves a thorough review of revenue streams, expenses and profitability to ensure the numbers presented are accurate and sustainable. This also includes a review of the tax implications of the business. Buyers want to understand not just historical performance but also the reliability of future earnings.

Legal due diligence focuses on compliance and risk. It examines contracts, licenses, intellectual property and regulatory obligations to identify any potential liabilities or gaps that could affect the transaction or future operations.

Operational and commercial due diligence looks at the inner workings of the business. It reviews the systems, processes, supply chain and key personnel. Buyers assess whether the business model is robust and scalable and whether there are any operational weaknesses that need attention.

Beyond these core areas, buyers also scrutinise risks and liabilities that could impact long-term performance such as pending litigation, customer concentration or reliance on key suppliers.

The ultimate goal is simple, buyers want confidence that the business they are acquiring matches what was represented and that there are no hidden surprises. For sellers, understanding this process and preparing thoroughly can make the difference between a smooth transaction and a deal that stalls or collapses.

Why It Matters
Due diligence can be an intense and demanding stage of the sale process. Buyers often request large volumes of information, and without a clear plan, this can quickly become overwhelming for a seller. If the process isn’t managed well, several risks can arise that may jeopardise the deal.

One of the biggest risks is time. Deals thrive on momentum, and the longer due diligence drags on, the greater the chance of buyer fatigue or changing circumstances that can derail the transaction.

Another common issue is over-disclosure, providing unnecessary information that can create legal exposure or weaken your negotiating position.

Finally, surprises uncovered during due diligence, such as unresolved compliance issues or inconsistencies in financials can lead to difficult contract negotiations, price reductions or even termination of the deal. Managing these risks requires preparation, organisation and proactive communication. By anticipating potential challenges and addressing them early, sellers can keep the process moving smoothly and maintain buyer confidence.

How to Prepare for Success
Here are practical steps every seller should consider:

Organise Early
Start gathering key documents before the process begins such as financial statements, management accounts, sales data, contracts, employee agreements and compliance records. Being prepared speeds up responses and builds buyer confidence.

Prioritise Requests
Buyers often ask for everything at once. Work with your advisers to prioritise what’s most critical and manage resources effectively.

Track Disclosures
A record must be kept of every document and any information provided during due diligence. This not only ensures consistency but can reduce liability under warranties later.

Manage the Timeline
Momentum matters. Agree on a clear timeline and stick to it. Every extra week increases the risk of a deal falling through.

Anticipate Issues
Think like the buyer. Are there customer concentration risks? Pending legal matters? Operational bottlenecks? Address these upfront and discuss solutions not problems.

Stay Collaborative
Challenges will arise. The best outcomes come from workshopping solutions with your advisers and the buyer rather than letting issues stall the progress.

Due diligence is far more than a compliance step, it’s a critical step in building trust between buyer and seller. The process provides the buyer with confidence that the business is exactly as represented, and for the seller, it’s an opportunity to demonstrate transparency and professionalism.

At Divest Merge Acquire, we take an active role in managing every aspect of due diligence to keep the process efficient and stress-free. We host and control the secure data room, monitor all buyer questions and assist our clients in preparing accurate, timely responses. This hands-on approach ensures that information is disclosed appropriately and consistently, reducing risk and maintaining momentum. By tracking every interaction and anticipating potential issues, we minimise delays and help resolve challenges before they become obstacles.

Ultimately, strong preparation increases the likelihood of a successful outcome and ensures the transition is smooth for all parties involved.

Deciding to sell a business is one of the biggest steps a business owner will ever take. But alongside preparing for market, there’s a crucial question that often gets overlooked – How do you protect confidentiality and make sure only genuine investors get access to information?

Handled well, this builds trust, minimises disruption and keeps negotiations focused on serious investors. Handled poorly, it can create risk, distraction and wasted time.

Why Confidentiality Matters
If word of a potential sale spreads too early, staff, customers and suppliers can become unsettled. That’s why the first stages of marketing a business opportunity is always confidential and non-identifying.

Early communication should highlight the size of the opportunity, without revealing who the business is.

A Staged Marketing Approach
At DMA, we use a three-step process to protect our clients:
Initial Opportunity Summary – high-level, non-identifying information designed to attract interest which is distributed to a broad audience of strategically motivated investors.
Marketing Teaser – still confidential, but more visually engaging, with extended detail on performance and opportunities which is used to help engage specific targets.
Information Memorandum (IM) – the primary document explaining the opportunity in significant detail, only released once a investor has been screened, signed a confidentiality agreement and approved by the seller.

This staged approach means confidentiality is preserved until a investor has shown both interest and credibility, and this confidentiality is maintained throughout.

Screening and Qualification
A confidentiality agreement alone isn’t enough. Before any investor receives an IM, we:

• Ask why they’re interested in the acquisition.
• Research their background, business history, and reputation.
• Ask about their financial capacity for an investment of the relevant scale.
• Assess their ability to complete the transaction.
• Seek our client’s final approval to release the IM.

The goal? Eliminate “tyre-kickers” and focus only on serious, capable investors.

Extending Reach Without Losing Control
Most advisors stop after targeting 10–20 hand-picked investors. This can work, but it also limits competitive tension if only a few engage.

DMA’s approach goes further:
• Primary Targets – a shortlist of agreed priority investors.
• International Investors – access to global networks and cross-border sector expertise.
• Wider Industry Marketing – DMA’s proprietary database, one of the most powerful tools in the market, covering active investors across related industries.

This layered targeting creates a broader, stronger pool of investors while keeping confidentiality front and centre.

Selling a business isn’t just about finding any investor, it’s about finding the right investor at the right value, while keeping the business protected.

By maintaining confidentiality, releasing information in stages and carefully qualifying every acquirer, owners can avoid wasted time, minimise risk and achieve the best possible outcome.

When it’s time to sell a business, first impressions count.

The way a business is presented can mean the difference between generating strong buyer interest at a premium price or struggling to gain traction.

That’s why at Divest Merge Acquire (DMA), we place enormous importance on preparing a professional Information Memorandum (IM).

More Than Just a Document

An IM is not a brochure. It’s a comprehensive, structured presentation that tells the story of a business and answers at least 80% of the initial questions buyers will ask.

Our goal is simple: give potential investors enough information to make an informed decision. This speeds up the process, reduces wasted conversations, and ensures serious buyers engage early.

Inside the IM, we highlight:

• The story of the business growth, milestones, and achievements.
• The industry and market position.
• Products, services, and what sets the business apart.
• Sales mix, customer base, people and assets.
• Opportunities for future growth.

The IM is the complete picture, presented in a way that builds buyer confidence.

The Financial Core

The financial overview is the heart of every IM. At DMA, we go beyond the basics with detailed analysis that demonstrates the real strength of your business.

We:

• Build a full audit trail from raw accounts to normalised financials.
• Exclude non-business or one-off expenses to show true profitability.
• Highlight potential synergies for strategic acquirers.
• Conduct a robust working capital analysis, so setting the Net Working Capital target becomes a calculation, not a negotiation.

This level of detail removes ambiguity, builds trust, and positions your business as both credible and investment ready.

Why It Matters

A professional IM does more than showcase numbers, it:

• Creates clarity and transparency.
• Answers most buyer questions upfront.
• Builds confidence from the first conversation.
• Sparks competitive tension, often driving stronger outcomes.
• Reduces friction later in due diligence.

The Bottom Line

Selling a business isn’t just about finding a buyer. It’s about finding the right buyer at the right value.
A professional Information Memorandum is the tool that makes this possible, presenting the business in a way that reflects the years of effort behind it and sets the seller up for the best possible result.

This article explains why a combination of 4 marketing methods delivers the best results when marketing business opportunities in the $1M+ enterprise value market.

These methods are:

1. Direct approach – narrow based target marketing;
2. Web-based, press or industry publications;
3. Broad based targeted direct marketing;
4. Combination of the above, simultaneously

Criteria include: Speed of process – time in market; competition amongst buyers; price outcome; conversion rate and client confidentiality.

Assume that other factors that will influence the outcome are positive or neutral: realistic price expectation, quality of information, reputable process and saleable business or asset.

1. Direct Approach – narrow based target marketing
‘You only need one buyer’. If a deal can be struck with one of these few, this may be the quickest and most efficient process. If you are lucky!

A small number of targets (less than 10) is a very narrow base to work with. The likelihood of ending up with no interested parties is very high. The process stalls, deadlines are extended and things continue to deteriorate from there.

The fewer prospects, the easier it may be to maintain confidentiality.

2. Web-based, press or industry publications
Most web-based marketing is passive and relies on active buyers. But what if a buyer isn’t looking?

It is relatively cheap to post advertisements which are accessible online 24/7 to purchasers worldwide, reaching those in the market within and outside the industry.

3.  Broad based direct targeted marketing
The likelihood of success increases exponentially when a business opportunity is presented to those with the most to gain and the least to risk.

In the $1M+ Enterprise Value market, this includes buyers in the same or related industries.

Larger industry players and those in related industries can leverage an opportunity more effectively than general investors.

These are “Strategic buyers”. Making them aware of the opportunity is what direct marketing achieves.

Direct targeted marketing can put the opportunity in front of many target organisations and people, in the right industries, at the right time and on a scale.

The right database 
Not just any database will do the job.

Divest Merge Acquire’s built-for-purpose M&A database has been tailored specifically for the M&A market, incorporating all the following features:

• M&A database of over 215,000 companies, contacts and individuals across Australia and New Zealand has been specifically built to market business opportunities with Enterprise Values above $1M; primarily those suitable for B2B transactions.
• Covers organisations with more than 10 employees and corporate, private and international investors.
• The database is a product of investment over many years, with an estimated investment of more than $5M. It is understood to be one of the best sources of business intelligence available.
• Used continuously and updated regularly;
• Searchable and actionable by industries, regions or groups;
• Categorised by relevant industry classifications (eg SIC codes);
• Tracks each target organisation’s M&A aspirations;
• Key data on each company (across 90+ active fields and hundreds of unique attributes);
• Online accumulated history and investment parameters for active purchasers.

How to contact strategic buyers…
On average, Divest Merge Acquire’s industry marketing is sent to more than 3,000 contacts per opportunity.

The system promotes better results, faster. By targeting buyers more efficiently and with increased scope, Divest Merge Acquire attracts a higher number of interested parties, increasing competition between target buyers and facilitating an accelerated process. Higher competition between parties with a strategic interest leads to the best possible results: higher prices and improved conversion/success rates.

4. Combination of the above, simultaneously 
Using a combination of web-based and direct marketing methods, Business Opportunities can be marketed with precision, scale and advisory input.

Getting the timing right
It is easier to control the process by managing who you approach and when, rather than by setting due dates.

It is better to have prospective purchasers move forward as a group, rather than singly or in dribs and drabs. That way the advisory firm can assess more than one offer simultaneously without having to set a date to try and gather them up, which is rarely achieved, leading to offering an extension.

It is best to work with the fastest and most highly motivated purchasers and allow the others an opportunity to catch up, rather than slow anyone down waiting for others.

Therefore it is usually better to approach key targets at the same time as approaching the wider industry.

This is exactly the opposite of how many M&A advisory firms operate!

Working with Divest Merge Acquire
Divest Merge Acquire welcomes close partnering relationships with professional services providers. We also welcome new member firms to our M&A advisory network. Please refer to our For Advisors page or contact us for more information.

Our overriding advice is this: The single most influential factor over saleability and price is the creation of a market of strategically motivated, financially strong buyers. Whatever you do, don’t compromise this. Don’t ever enter a negotiation without alternatives. Having alternatives is essential and could be worth millions to you.

Being approached by someone wanting to buy your business may be irresistibly attractive, whether expected or not. An unsolicited offer could come from an industry player, private equity firm, a friend or even a competitor.

The attraction of a one-on-one process promises to be simpler, faster, less stressful and more confidential. However, you should resist the temptation to deal exclusively, and carefully consider all the ingredients of a successful transaction before committing to go one-on-one.

Many clients test their network to see if there is any interest and often engage advisors with one or more buyers already in tow. Sourcing a potential buyer is important, but a higher priority is to ensure you attract the most suitable buyer on favourable terms and have a capable team to manage the process alongside you.

You may have owned the business for many years, even decades. The best possible sale process should ensure you are set up for the optimal outcome and adequately rewarded by potentially adding hundreds of thousands or even millions of dollars to your overall sale outcome.

Which buyer will place the highest value on my business?

• Every buyer values each business differently according to their resources, appetite, investment criteria and how well the business fits with their business or their future strategies.
• Without a range of strategic buyers, you are unlikely to fully capitalise on your business’ value drivers to achieve the best outcome.

Does the process position me with sufficient leverage?

• A one-on-one process usually favours the buyer as the buyers have alternatives. Without competition and choices, the seller may be disadvantaged.
• Owners often waste months and even years on these one-on-one processes before abandoning them.
• The positive pressure of a competitive process with multiple strategically focused, committed buyers is the best way to ensure all buyers stay focussed, put their best foot forward and drive the price higher.
• Effective targeted marketing can generate many interested parties while maintaining confidentiality.

Do I have the experience to manage an intense negotiation and sale process?

• Most business owners don’t know what they don’t know about selling a business.
• Buyers are often much more experienced at buying and selling businesses than the seller.
• Your advisory team must be able to match the skills and experience of the buyer’s team to avoid being exploited by the many intricacies and highly technical elements that a transaction comprises.
• Experienced advisors understand tactics buyers use to achieve a better outcome for themselves and can pre-empt issues and offer solutions to maintain control of the process.
• Negotiating can be time consuming, emotional and become personal. M&A advisors provide stability and momentum, acting as a cushion or circuit breaker between buyer and seller to keep the process on track.
• Most seasoned buyers will welcome the involvement of capable M&A advisors on the sell side to support the business owner through the transaction, as this makes the whole process smoother.

Do my existing advisors have the expertise to optimise every aspect of the sale process?

• You wouldn’t rely only on a GP to handle a serious medical issue; you would insist on a specialist who knows specifically about your issue. That way you know you’ll get the best outcome. Selling your business is no different!
• The cost of an M&A advisor is minor in comparison with the potential upside to the sale outcome.
• Your preferred advisory team should have completed hundreds of transactions over many years, accumulating vast experience and knowledge to apply to your process and provide optimal solutions to every situation and issue. A GP legal, accounting or financial advisor cannot hope to bring the same expertise to the process.

Recommended steps when approached

Regardless of whether you are running with one or many buyers, these preliminary steps are critical:

• Let the target buyer know you are seeking professional advice to help prepare for and facilitate the process, and to await further contact – this tells them you are serious and that you want to do it properly.
• Engage a firm of M&A professionals to:
• Analyse your business to determine the strengths, financial and operational performance and opportunities for your business.
• Prepare an Information Memorandum and normalised financials as though you are going to the broader market.
• Analyse working capital for extracting and realising excess assets from the business before the sale.
• Provide a price guidance and confirm it meets your expectation and requirements.
• Prepare and manage confidentiality and contingency plans throughout all stages of a process.
• Obtain specialist tax advice for larger, potentially more complex transactions to assess the business structure and tax profile to minimise the tax leakage from the transaction.
• If still preferring to explore going one-on-one, assisted by the M&A advisor, you should commence the negotiation with both parties knowing that you have the option to revert to the wider market if they slow up or low-ball their offer.
• If the targeted buyer agrees to a fair price and other conditions, you may elect not to go to the broader market but retain the leverage to do so if the process loses momentum.
• Exercise great care and discretion when sharing sensitive information about your business by not giving too much or too little information at each stage including due diligence.

Still not sure? Don’t take our word for it. Here is feedback from former sellers and buyers

“…… As a business owner operator, if you believe that you fully understand the process of selling your business, you are in for a surprise. You do need the guidance and experience of someone like (DMA)…”

“…The purchase of a large-scale business can be a stressful exercise. We found (DMA’s) skills of mediation to be critical in what became a relatively smooth transaction. It is fair to say that as purchasers we may not have proceeded without (DMA’s) help & advice. We are ecstatic with the outcome…”

“… Overall a very professional and helpful service, particularly when the best interests of the vendor and the purchaser were in direct conflict…”

“(DMA’s) involvement from a purchaser’s viewpoint was the difference between a successful outcome or otherwise. Their response to queries and requests for information was outstanding. (DMA) is an excellent organisation and I would have no hesitation in recommending them to any prospective clients.”

“…There were times that we experienced frustration and angst either through our lack of knowledge or the process itself and you were always able to guide us through the ‘moment’ and keep us focused on the optimal outcome…”

“…I am sure that had the two owners been communicating directly, we would not have purchased the business.  From a buyer’s point of view, detailed information supplied, and your honest upfront approach was excellent…”