Process letter (M&A)

A process letter (lettre de procédure) is the document sent by the seller's financial advisor to qualified potential buyers defining the rules of the competitive sale process: bid submission deadlines, required offer format, data room access terms, preferred bidder selection criteria and evaluation methodology. A standard process letter also presents the transaction context (target activity, reason for sale), the timeline through signing and closing, offer submission instructions (format, minimum content, required representations), the conditions of access to the data room and management presentations, and selection criteria that are not limited to price (post-closing governance, financing conditions, social plan if applicable). It structures and disciplines the sale process, maintains competitive pressure and protects the seller's interests. Its drafting is a strategic exercise: overly restrictive process letters deter quality bidders; overly permissive ones lose their disciplinary effect. See our dedicated guide on drafting effective M&A process letters.

‍

Example: Hectelion's process letter for a Swiss services group sale specifies: indicative offers by March 15, data room access for 3 shortlisted candidates from March 22, binding offers by May 3, preferred bidder selection and SPA negotiation May 10–31. The required offer format includes price, proposed structure, conditions precedent, financing confirmation and proposed closing timeline, providing the seller maximum comparability across competing offers. In another mandate, the sale of a Swiss industrial SME, the process letter sent to 6 potential acquirers set indicative offers at D+21, data room access at D+28, management presentations from D+35 to D+45, final offers at D+63, exclusive negotiation at D+70 and signing at D+90: four acquirers submitted indicative offers and three were selected for the due diligence phase.

‍

Hectelion designs and manages process letters in its M&A advisory sell-side mandates, maximising competitive tension while maintaining the information discipline needed to secure the best possible outcome for selling shareholders.

The process letter sets the pace of any structured M&A acquisition process, from the NDA to the submission of binding offers.