The Confidential Information Memorandum
The mergers and acquisitions (M&A) sales process begins with the preparation of a thorough Confidential Information Memorandum (CIM). This critical document provides the framework for profiling a company and positioning it for sale.
An effective CIM requires collaboration between the Sellers and the M&A Advisor to capture the essence of the business. These conversations will include:
- Company overview – history, who we are, what we do
- Define the core business – processes, technologies
- Strengths and weaknesses – success factors, opportunities, challenges, shortcomings
- Description of the industry and competition – market analysis
- Financial and/or contractual obligations
- Description of the work force – key executives/managers, backgrounds, personnel
- Major contracts and customers
- Normalized and recast financial statements – including original statements prepared by an independent CPA
A properly prepared CIM should summarize essential business information with the intent to engage numerous prospective buyers in a negotiated sale of the business. The CIM will serve as the backbone of the negotiations process; providing a clear and detailed story, ensuring a successful transaction.