M&A Divestment process

Initiation ►	Preparation ►	Evaluation ►	Negotiation ►	Completion ►
Decision to divest	Confidentiality arrangements	Evaluate offers	Evaluate offers	Disentanglement
Sale & Stakeholder strategy	Monitoring plan Advisor fee’s and incentives	Select 2nd round parties	Select preferred bidder	Negotiate detailed TSA’s
Vendor Due Diligence	Management Presentations	Negotiation strategy	Confirmatory DD	Non–Compete procedures
Advisor selection / Management incentives	Building a data room	Restricted information provided	Finalise SPA & high level TSA’s	Regulatory approval processe
Scope of the carve-out, separation principles, TSAs	Sale documentation SPA, Teaser, IM	Final (binding) offers	Signing and announcement	Closing

Critical Success Factors

When the Initiation and Preparation phase have been set up and executed in a professional way, the rest of the process will gain from this extra effort by having:
1.  more flexibility;
2. higher purchase price
3. control over the divesture process.
Being in control over the divesture process, means being in control over:
1.  Management of the Target company
2.  External advisors in their process handling and their costs
3.  No surprises during the divesture process which could have reputational or a negative Purchase price effect.
Off course the selection of the advisors is key but perhaps even more important is to nail down what you expect to receive and when at what cost from these advisors. This clarity is an underestimated success factor.
Early in the process arrangements with the management of the Target company are essential in preventing mistrust to occur during the divesture process.
Some aspects like: HR, Pensions, Labour Unions, IT, Change of Control Clauses etc. always need extra attention.