Information Memorandum

The Information Memorandum (IM, or Info Memo) is the confidential presentation document prepared by the seller and their financial advisor to present the business to potential acquirers in a structured sale process. It contains a detailed description of the business, markets, organisation, historical financial performance and business plan, and forms the basis on which acquirers submit their indicative offer (LOI). Its quality (financial rigour, clarity of the investment thesis, presentation of competitive strengths) directly influences the level of indicative offers received. It is released after NDA signature and precedes the opening of the data room.

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A well-structured IM typically includes: an executive summary (2–3 pages, the most read section), a company overview (history, activities, competitive positioning), a market analysis (size, growth, competitive dynamics), an operational description (processes, technology, key assets), a management and human resources section, detailed financial information (3–5 years of historical results, normalised EBITDA, business plan) and transaction parameters (process timeline, expected bid format). The financial section is critical: it must present a clear and documented EBITDA normalisation table supporting the seller's price expectations, as any adjustment that is not credibly documented will be challenged during financial due diligence and may result in price renegotiation.

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Example: in the sale of a Swiss services group valued at CHF 30.0 million, Hectelion prepares a 45-page Information Memorandum released to 12 qualified potential buyers after NDA execution. For a Swiss technology services company (CHF 12.0 million revenue, 6 potential acquirers targeted), the IM presents a normalised EBITDA of CHF 2.1 million (vs CHF 1.8 million accounting EBITDA), supporting a valuation of CHF 9.0–10.5 million; three indicative offers are received within 4 weeks.

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At Hectelion, we prepare Information Memoranda that combine rigorous financial analysis and compelling commercial presentation, calibrated to the target acquirer audience.