1. Prepare sale

The meaning of the prepare sales process is to determine how the sale should take place. Also eventual changes in the organisation and tax/fiscal sense wil/can be propossed.

2./3./4. Companies- and market analysis /edit information memorandum

In these 3 phases the organisation will extended be analysed en described in a so called information memorandum. The analysis describtions includes all essential elements of a company. The information memorandum has the following purpose:

- inform the potential buyer/purchaser and/or financer about the company; market position, organisation, employees, financial performance, strong points, weakness and potential improvement points
- provide insight demands to which potential adoption candidates must satisfy;
- carry out an founded value determination.

5. Determine value and salesprice

On basis of available financial figures (from an accountant) and the analysis of the companies position on the market, a value determination has to be carried out. In consultation with owners of companies, the minimum and maximum salesprice is to be determined.

6. Edit buyersprofile

For the support of the search process a buyersprofile has to be established. In this profile the demands are defined to which the buyers must satisfy. To create/edit such a profile the next considarations has to be followed:

- nature, scope, policy and culture
- quality and marketposition
- financial situation
- technological knowledge

7./8. Searching, selecting and approaching candidates

In phase 6 a definite buyersprofile is defined to which potential candidates must satisfy. On basis of this profile, selection and approach of candidates are done. After this is done you have to determine which candidates are matching your demands so that meetings can be arranged wtih these candidates. After a confidentiality statement is signed, candidates wil receive the information memorandum.

9. Intention negotiations

When it is confirmed that potential buyers/purchasers are showing interest after they received the informationmemorandum, continuation conversations wil be held. These conversations are meant to assess if two parties are appropriate to each other.
If the results are positive intention negotiations begins. To get reasonable pricecomparisons and to increase the chance of successful transactions, it is recommended to do intention negotiations with two or more parties. The intention negotiation is a phase that tries to get parties on the same line: minimal purchase price, employees, future of the company en the form of transaction are matters that are talked about in the intention negotiation.

10. Intention-agreement

In the previous phase made principle agreements are defined in shape of an intention-agreement. Subjects defined in this intention-agreement are:

- the adoption/purchase price as well as the payment type and adpotion date;
- guarantee obligations;
- competition condition
- due diligence (accountants check by buyer/purchaser)
- exclusivity to buyer/purchaser;
- dissolving conditions.

11 Information and consultation

In this phase the registration requirements for the venture council
,trade union and the social economic council (fusion code of conduct ) becomes to the order.

12 Due diligence investigation

After reaching an principle-agreement de purchasing party
will do an investigation to the correctness and completeness
of the information received. This investigation can vary from a short
onderzoek kan varieren van een korte procedure, that can be considered as an formality, to an extended process where the whole organisation critically is radiographed and where
for example the whole employee-files and client-files are
examined. To prevent unexpected price updates, provisions are taken in the intention-agreement concerning the outcome of the due diligence research.

13.Definite negotiations

The course of this phase strongly depends on the result of the due diligence research. Could there be lacks and/or differences has been observed, then further negotiations and adaptations of the earlier agreement can be the consequence.

14.Juridische overdracht

The definite purchase contract must be established by a lawyer. This document contains all appointments such as those indicated in the intention agreement, possibly completed with new provisions.