Non binding to binding20 Feb 2021 23:05
Another good read if you ignore first couple of paragraphs- I hope we are in stage 3+
‘Each bidder is then requested at this stage to submit a non-binding, indicative offer on the basis of the framework defined in the process letter to the seller. The defined framework enables the comparison of the offers submitted by the different bidders.
In a subsequent second stage the circle of bidders is usually reduced by taking the indicative offers into account. The remaining potential buyers are granted access to a data room which is frequently made online via special access rights, i.e. a virtual data room, which contains detailed information on the target company. This enables the bidders to carry out their own due diligence and establish a solid basis for a purchase decision. The bidder receives the possibility to ask questions in a co ordinated process directly to the seller and his advisors. In addition, management meetings are agreed which then take place.
Finally, the bidders receive a sale and purchase agreement drawn up by the seller which is placed in the data room. The remaining bidders are requested within a limited period to send a binding offer for the purchase of the company together with proposals for amendments to the draft purchase contract. The binding offer should, depending on the method of determination, usually include the specific estimation of the bidder for the value of the enterprise, the purchase price (equity value) after deduction of all net financial liabilities (net debt) and its composition.
Only a few bidders are invited to participate in the third and final stage. They receive a preferred bidder status and obtain access to further confidential information which was not communicated in the previous stage and take part in the final part of the negotiations. Exclusive negotiation rights are granted to a bidder only for a limited period of time. Then the fully negotiated purchase contract is concluded with the successful bidder.’
https://www.roedl.com/insights/investing-in-germany/mergers-aquisitions-controlled-bidding-procedure-limited-auction
GLA