Information Memorandum

Information Memorandum: Present Your Company to Qualified Buyers

The information memorandum is the confidential document that presents your company to qualified buyers: financial track record, operations, market position, management team and forecasts. At Tecnocim we prepare it rigorously and we also identify the hidden value in public grants and R&D&I tax deductions that a buyer can capitalise on after the deal.

M&A advisers preparing the information memorandum of an industrial SME with financial statements and forecasts

3+ years

Of documented financial track record

The information memorandum for your M&A deal

A well-written information memorandum is the basis for attracting qualified interest, supporting the valuation and screening out buyers who are not serious.

Who needs one

  • Industrial SMEs starting a full or partial sale process
  • Family businesses facing succession with no clear successor
  • Shareholders looking to bring in an investor or a fund
  • Businesses going through sector consolidation or seeking scale

What the document contains

  • Executive summary and investment thesis
  • Financial track record of 3 or more years, plus forecasts
  • Market analysis, operations and competitive positioning
  • Management team, corporate structure and growth opportunities

What sets us apart

  • We identify public grants that can be capitalised on after the deal
  • We quantify R&D&I tax deductions as value for the buyer
  • A joined-up view: M&A connected to innovation funding
  • Written for the industrial SME, not from a generic template

What you get

  • A professional presentation that attracts qualified buyers
  • Confidentiality protected by NDA and a controlled data room
  • A solid basis for the valuation and the negotiation
  • Serious parties filtered from the merely curious

How we prepare your information memorandum

1

Assessment and data gathering

We review your company, normalise EBITDA and gather the financial documentation of the last 3 or more years, together with operational and market data.

2

Identifying the hidden value

We find the public grants that apply and the R&D&I tax deductions a buyer can use after the deal, which strengthens the investment thesis.

3

Writing the information memorandum

We produce the full information memorandum and the anonymous teaser, protecting confidentiality under NDA and preparing the data room for due diligence.

4

Support through the process

We stay with you through the presentation to qualified buyers, the screening of interested parties and the negotiation, right through to completion.

Teaser and information memorandum: two documents, two moments

A sale process follows an ordered sequence: first an anonymous teaser to test interest and then, once the confidentiality agreement (NDA) is signed, the full information memorandum. They are two separate documents with different purposes.

Stage 1

Before the NDA

Teaser (blind profile)

To test interest without revealing the company

  • A short, anonymous document that does not identify the company
  • A summary of the opportunity: sector, size and appeal
  • Shared widely, to capture initial interest
  • Screens the first candidates before any information is revealed
  • The starting point for asking candidates to sign the NDA

Stage 2

After the NDA is signed

Information memorandum (IM)

To present the company in full detail

  • A complete, confidential document delivered after the NDA
  • Financial track record of 3 or more years, plus forecasts
  • Operations, market, team and corporate structure
  • Hidden value: grants and R&D&I tax deductions that can be capitalised on
  • The basis for the valuation, the due diligence and the negotiation

Are you preparing the sale of your industrial company?

We prepare your information memorandum with financial rigour and identify the hidden value in public grants and R&D&I tax deductions that strengthens your investment thesis in front of the buyer.

Start your information memorandum

Confidentiality protected by a non-disclosure agreement (NDA)

M&A with an innovation funding perspective

3+ years

Of documented financial track record in the information memorandum

89%

Of companies in Spain are family businesses (IEF)

+400

Companies advised in over 30 years

91%

Success rate in public funding

Frequently asked questions about the information memorandum

It is the confidential, detailed document the seller gives to potential buyers in order to present the company. It contains an executive summary, a description of the business, products and services, market analysis, operations, the management team, historical financial information covering 3 or more years, and forecasts. Its purpose is to attract interest and to serve as the basis for the valuation and the offer.

The teaser (or blind profile) is a short, anonymous document shared first to test interest without revealing the identity of the company. The information memorandum is the full, confidential document handed over afterwards, normally only once a non-disclosure agreement (NDA) has been signed.

Sensitive information is only shared after an NDA is signed, and it is usually handled through a data room with controlled access. In Spain this information is covered by Ley 1/2019 (the Spanish trade secrets act), which protects secret data of commercial value provided the holder has taken reasonable steps to keep it secret.

Standard practice is to include the financial track record of at least the last three years, together with the current position and a set of financial forecasts. For SMEs it is advisable to normalise EBITDA, adjusting for one-off costs, owner remuneration that is out of line with the market and non-recurring items.

One of the most common methods is valuation on EBITDA multiples, because value rests on profitability and the capacity to generate future cash flows, not on turnover. It is worth bearing in mind that article 18 LIS (the Spanish corporate income tax act) requires related-party transactions to be valued at market value, and that documentation can matter when supporting the valuation before the tax authorities.

As well as preparing the information memorandum rigorously, we identify and quantify the hidden value in public grants and R&D&I tax deductions that a buyer can capitalise on after the deal. This joined-up view, connecting M&A with innovation funding, strengthens the investment thesis and matters particularly to the industrial SME.

Family businesses account for around 89% of Spanish companies, and succession is one of their main challenges — and a frequent reason for M&A deals. A well-prepared information memorandum makes it possible to present the company professionally to qualified buyers and to maximise value in a transfer where there is no clear successor.

Ready to present your company to the right buyers?

We prepare your information memorandum with financial rigour and the distinctive Tecnocim view on public grants and R&D&I tax deductions.

Start your information memorandum
Financiado por la Unión Europea - Gobierno de España, Ministerio de Industria y Turismo - Plan de Recuperación, Transformación y Resiliencia - EOI Escuela de Organización Industrial
Programa Activa Industria 4.0Industria Conectada 4.0