In mergers and acquisitions, the most common mistake an owner makes is assuming the job is to find a buyer. Finding a buyer is the easy part. The hard part is finding the right buyer and positioning the company at its highest value in that buyer's eyes.
This article sets out how a sell-side M&A process actually runs.
Sell side and buy side: why they are separate jobs
M&A advisory has two sides, but you cannot serve both at once. In sell-side advisory the objective is to maximise the seller's outcome: highest value, safest structure, fastest closing. In buy-side advisory the objective is precisely the opposite.
The role Denizoğlu Capital took on the 2024 sale of Baştuğ Metalurji to Tosyalı Holding was sell-side advisory. In that kind of process the advisor sits beside the seller and negotiates value with the party across the table.
The process step by step
1. Preparation: is the company sellable?
The process starts not by looking for buyers but by looking at the company. The questions asked at this stage:
- Are the financial statements at the quality a buyer will scrutinise?
- What is the real source of profitability? Stripped of one-off items, what remains?
- Are the ownership structure, licences, permits and contracts clean?
- How dependent is the business on the owner? Does it run when the owner steps back?
Problems surfaced at this stage cost you price later. Seeing them first is better than hearing them from the other side.
2. Valuation work
The number in the seller's head and the number the market will pay are usually different. A valuation brings the two onto the same ground: discounted cash flow, trading multiples of comparable companies, precedent transactions and an asset-based approach are used together.
In industrial and natural-resource assets this demands specific knowledge. A plant's machinery, a mining asset's reserve size, licence duration, logistical position and operating efficiency feed directly into value. An advisor who cannot read that data will either price the asset below what it is worth or ask a number that cannot be defended.
3. Teaser and information memorandum
A teaser is a short document that describes the company without naming it; it lets a potential buyer answer the question "is this interesting to me?". A good teaser is not pages of prose: it sets out the asset's distinguishing features, capacity, measurable data and growth potential clearly.
Once a non-disclosure agreement is signed, the information memorandum takes over: financial history, operational detail, customer and supplier structure, projections.
These two documents are the shop window of the process. A weak teaser leaves even a strong asset ignored.
4. Buyer list and outreach
The right buyer is not always the largest one. There are three groups:
- Strategic buyers: companies in the same or an adjacent sector looking for synergy. They usually pay the highest value.
- Financial buyers: investment funds. They focus less on price and more on structure and exit scenario.
- Foreign investors: international players looking for a production footprint in Türkiye.
Once the list is built, outreach is run under control. Word that a company is for sale circulating in the market damages customer and supplier relationships.
5. Negotiation and letter of intent
Offers are not judged on price alone. Payment structure (cash, deferred, shares), closing conditions, the undertakings the seller must give and whether the seller stays on all matter at least as much as the headline number. An offer that looks high can be worse than one that looks lower once payment terms are read.
6. Due diligence
The buyer reviews the company with its own team. This is where the work done in step one shows: a clean file speeds the process, a disorganised one costs both time and price.
7. Closing and beyond
Share purchase agreement, satisfaction of conditions, closing and transfer. A transaction does not end at signature; post-closing obligations often run for months.
How long does it take?
In a prepared company a sale process is generally measured in months. Processes started unprepared either drag on or collapse halfway. The stage that consumes the most time is not the buyer search — it is getting the company ready for scrutiny.
Frequently asked questions
How do I learn what my company is worth? Through an independent valuation. You should know your own number before you hear the buyer's.
Can I run the sale myself? Technically yes. But a neutral intermediary protects both the value and the relationship in negotiation, and the owner needs to keep running the business. The process is a full-time job.
Do I have to sell the whole company? No. A minority stake sale, a staged exit or a partnership structure are all possible.
Will competitors find out I am for sale? Not if the process is run properly. The teaser is anonymous and detailed information is shared only after a non-disclosure agreement.