The most common mistake company owners make in merger and acquisition (M&A) processes is treating the work as nothing more than "finding a buyer". Finding a buyer is the comparatively easy part; what determines the outcome is finding the right buyer and positioning the company at its highest value in that buyer's eyes.
This article describes how a sell-side M&A process actually runs.
Sell side and buy side: why they are separate jobs
M&A advisory is a two-sided business, but both sides are never served at the same time. In sell-side advisory the objective is to maximise the seller's interest: the highest value, the safest structure, the fastest closing. In buy-side advisory the objective is the exact opposite.
The role Denizoğlu Capital assumed in the 2024 sale of Baştuğ Metalurji to Tosyalı Holding was sell-side advisory. In such a process the advisor is positioned alongside the seller and negotiates value with the party across the table.
The process step by step
1. Preparation: is the company sellable?
The process begins not with a buyer search but with a look at the company itself. The questions asked at this stage:
- Are the financial statements ready for the scrutiny a buyer will apply?
- What is the real source of profitability? What remains once one-off items are stripped out?
- Are the shareholding structure, licences, permits and contracts clean?
- How dependent is the business on its owner? Does it keep running if the owner steps back?
Issues that surface at this stage produce more questions and more cautious assumptions in the value negotiation when they are instead discovered by the buyer during due diligence. Placing problems in the company's own assessment at the outset produces a better outcome than having them emerge in the buyer's independent review: in the first case it is understood that the problem has been measured and prepared for; in the second, the company's very capacity to detect issues is questioned and every other item is re-verified.
2. Valuation work
The figure the seller expects and the figure the market will pay are usually different. The valuation exercise brings these two figures onto the same ground: discounted cash flow, comparable-company multiples, precedent transactions and asset-based approaches are used together.
In industrial and natural-resource assets this work demands specific expertise. A production facility's machine park, a mining asset's reserve size, licence duration, logistical position and operating efficiency feed directly into value. An advisor who cannot read this data either positions the asset below its worth or asks a price that cannot be defended.
3. Teaser and information memorandum
The teaser is a short document that describes the company without naming it; it lets a potential buyer answer the question "does this opportunity interest me". A good teaser is not pages of text: it sets out the asset's distinguishing features, capacity, measurable data and growth potential clearly.
Once a confidentiality agreement is signed, the information memorandum (IM) comes into play: financial history, operational detail, customer and supplier structure, projections.
These two documents are the shop window of the process. A weakly prepared teaser leaves even a good asset ignored.
The process letter
A process letter is delivered to potential investors together with the information set. It puts in writing which information will be shared at which stage, by what date and in what form offers are expected, which items must be addressed explicitly in an offer, and the next steps of the process. The letter's function is to ensure that multiple candidates bid within the same framework and in comparable form; otherwise offers built on different assumptions cannot be placed side by side.
4. Buyer list and outreach
The right buyer is not always the largest buyer. There are three groups:
- Strategic buyers: companies in the same or an adjacent sector seeking synergy. They generally pay the highest value.
- Financial buyers: investment funds. They look less at value and more at structure and the exit scenario.
- Foreign investors: international players seeking production assets in Türkiye.
Once the list is prepared, outreach is conducted in a controlled manner. Word spreading in the market that the company is for sale before formal negotiation begins can affect customer purchasing decisions and supplier credit terms adversely. For this reason the teaser is anonymous and detailed information is disclosed only after a confidentiality agreement; this sequence manages the flow of information and protects relationships.
5. Negotiation and letter of intent
Incoming offers are not evaluated on price alone. The payment structure (cash, deferred, shares), closing conditions, the commitments the seller will give and whether the seller stays on afterwards matter at least as much as price. A nominally high offer can, once its payment terms are examined (for example 40 percent upfront, the remainder over three years with the seller required to stay for three years), become less advantageous in net present value and effective return than a lower but fully cash offer. The advisor maps every offer across these three dimensions: price, time and seller obligation.
6. Due diligence
Before the data room opens, its terms of use are shared, candidates are invited and their access is defined. The buyer's review teams also join the process at this stage. Every additional document requested is prepared in coordination with legal counsel; a joint view is formed with company management on whether requested information constitutes a strategic secret for the company. The data room's access logs are a source of intelligence in their own right: how long each folder is examined shows in advance which topics the buyer cares about and where it will press in negotiation.
The buyer examines the company with its own team. The preparation done in step one plays the decisive role here. A well-organised file—consolidated financials, related-party transactions documented in writing, contracts properly filed—reduces the number of review rounds. A disorganised file produces the opposite effect: a team receiving deficiency notices in every round spends additional weeks completing unusable data and remodels with more cautious assumptions. This both extends the process and can lead the negotiating party to build a more conservative price structure.
7. Closing and beyond
This stage covers the signing of the share purchase agreement, the satisfaction of conditions, closing and transfer. The transaction does not end with signing; post-transfer obligations typically run for months.
How long does the process take?
In field practice, sell-side processes are planned in four main blocks. The timetable below shows a typical plan for a company that has completed its preparation.
| Stage | Duration | Key output |
|---|---|---|
| Preparation and investor outreach | 4 - 8 weeks | Business plan, final valuation, shortlist, teaser |
| Non-binding offer process | 6 - 8 weeks | Confidentiality agreement, information set, management presentation, initial offers |
| Data room process | 8 weeks | Review management, site visits, draft agreements |
| Binding offer and negotiation | 8 weeks | Binding offer, share purchase and shareholders' agreements, closing |
This produces a timetable of thirty to forty weeks in total. Its most fragile part is the first block: when preparation is left incomplete the other three blocks also stretch, because every missing document completed during the data room stage restarts the review clock.
For a prepared company, the sale process is generally completed in six to twelve months. Processes started without preparation can stretch considerably or stall at the first review stage—when the buyer does not see a clean structure, it turns to alternative structures or other assets. The most time-consuming part of the process is not the buyer search; it is making the company's financial statements, contract structure and operational metrics able to withstand independent review.
Frequently asked questions
How do I find out what my company is worth?
Through an independent valuation exercise. The company needs to know its own value range before receiving the buyer's offer.
Can I run the sale process myself?
Technically yes. But in negotiation a neutral intermediary supports value and manages the relationship—while the owner keeps running the business, the advisor can work full time answering the buyer's questions, preparing counter-offers and managing closing mechanics. Otherwise the owner bears the efficiency and business-continuity cost of running two jobs at once.
Do I have to sell the whole company?
No. Minority stake sales, staged exits and partnership structures are also possible.
Will competitors find out we are for sale?
Not if the process is run correctly. The teaser is anonymous, and detailed information is shared only after a confidentiality agreement.
Denizoğlu Capital manages mergers and acquisitions processes from preparation to closing, with company valuation and financial due diligence carried out under the same roof.
Frequently asked questions
- How do I find out what my company is worth?
- Through an independent valuation exercise. Done before the process starts, it allows expectation and reality to be compared.
- Can I run the sale process myself?
- It can be done; but the reachable buyer pool stays limited to candidates the company already knows, and the information asymmetry between an owner and a professional representative works against the seller in the value negotiation.
- Do I have to sell the whole company?
- No. Partial sales are a common structure; they provide cash while allowing the partnership to continue.
- Will competitors find out we are for sale?
- Information is shared in stages; at first contact even the company's name is not disclosed.
- How long does the process take?
- Including preparation, between six and eighteen months.