A confidential, detailed document presenting all relevant information about a company for sale — financial, operational, commercial, and legal — to potential buyers who have signed an NDA.
If the teaser is the advertisement that sparks appetite, the information memorandum is the full restaurant menu. It is the document that enables a buyer to understand in depth which company they are evaluating, how it operates, how much it generates, and why it represents a good investment opportunity. A well-crafted information memorandum can be the difference between receiving three offers and receiving one.
An information memorandum (IM) — also known as a Confidential Information Memorandum (CIM), offering memorandum, or sales book — is a confidential, detailed document presenting all relevant information about a company for sale. It is the centrepiece of the sale process and the primary instrument through which potential buyers evaluate the opportunity before submitting an offer.
Unlike the teaser, the information memorandum identifies the company and contains detailed information about its finances, operations, market, team, customers, and prospects. This is why it is only delivered after the buyer has signed an NDA.
Executive summary. Overview of the opportunity in 2-3 pages: what the company is, why it is for sale, what the seller is looking for, and why it is attractive.
History and evolution. Company trajectory, key milestones, business evolution.
Market and sector. Market size, trends, competitive position, barriers to entry.
Business model and operations. How the company generates revenue, value chain, operational processes, facilities, technology.
Management team and organisation. Organisational structure, key team profiles, headcount, retention policies.
Customer and supplier base. Client diversification, concentration, key contracts (without compromising third-party confidentiality).
Financial information. Financial statements for the last 3-5 years, normalised EBITDA, margin analysis, working capital, capex, debt.
Financial projections. 3-5 year business plan with reasonable assumptions and scenarios.
Reason for the sale and transaction structure. Why the owner is selling and what type of transaction they seek.
Investment highlights. Summary of the key arguments for why this company is a good investment.
Honesty with professional presentation. The information memorandum is a marketing document, but not a sales brochure. It should present the company attractively without concealing problems or inflating results. Professional buyers detect exaggeration and lose trust.
Clear investment narrative. The document must answer: “Why should I buy this company?” It is not enough to present data; the memorandum must build an investment narrative connecting the business’s past, present, and future.
Verifiable data. Every financial figure must be traceable to audited financial statements. Buyers will request supporting evidence during due diligence, and any discrepancy will destroy credibility.
Blue Mountain prepares the information memorandum for a flexible packaging company in north-eastern Spain (revenue: EUR 22M, normalised EBITDA: EUR 3.5M). The 52-page document includes:
The document is delivered to 12 buyers who have signed NDAs. Seven indicative offers are received, of which four proceed to due diligence.
Typically 30 to 80 pages. What matters is not the length but the quality and clarity of the information presented. A shorter but well-structured memorandum is preferable to a long, unfocused one.
The seller’s M&A adviser, in close collaboration with the company’s management. The adviser provides the structure, market positioning, and professional presentation; the company provides the data and business narrative.
After the potential buyer has received the teaser, expressed interest, and signed an NDA. It is never delivered without a prior confidentiality agreement.
If you wish to explore a potential collaboration or present an investment opportunity, we invite you to contact us. We guarantee absolute confidentiality in all our conversations.