Whether you are just starting to feel out your exit plan, or you’ve received an inbound offer and want to shop around to ensure you’re getting the best deal for your shareholders and company, a good acquisition memorandum template can go a long way to kick start things.
You owe it to yourself for all the sacrifice and hard work you’ve put in, to your investors who made a bet on you, and to the team who has made your vision a reality to achieve the best possible exit.
I’ve interviewed over 100 of the most successful founders with great exits on the DealMakers Podcast. They rarely take the first incoming offer. Many have turned their exit into a bidding competition to secure the optimal buyer on even better terms.
If you want an acquisition memorandum template you can use for free the one I created below which has been used already by thousands of entrepreneurs to have their companies acquired for millions. With this template you will be able to show your startup in the best light, boost its value to potential acquirers and avoid kicking yourself later for not optimizing your exit.
The acquisition memorandum template includes 47 slides with instructions on how to make each one of the slides your own. However, below is a commentary on some of the most important slides that you need to master to generate interest from acquirers.
- Executive Summary
- Market Opportunity
- Target Market
- Market Size & Growth
- Competitive Advantages
- Market Traction
- Financial Results & Projections
- Executive Team
- Technology Platform
- Marketing & Sales
- Business History
- Reason for Sale
- Buyer Qualification
- Directions for Letter of Interest
More and more companies are using horizontal slides for the Acquisition Memo (AM).
If you choose a horizontal layout, use more bullets and short statements. If going vertical, use short paragraphs.
Choose a good background that suits your company’s brand, insert into “View->SlideMaster” so it will appear as the background for all pages.
Use plenty of pictures to keep it exciting and interesting for the reader. Charts and diagrams are very effective too.
Adjust colors and fonts to match your brand to your own acquisition memorandum template..
Note that AMs are typically more pages than a Pitch Deck for capital raising as more information is needed in Acquisition.
Make sure as well that you include your contact information as well as a powerful background photo that represents what your company does.
Use a picture and blurb that will grab your audience’s attention right away. Websites like Getty Images or Shutterstock could be helpful with this. You want to make this slide simple and to the point. There has to be a very good balance of images as well as text to avoid making this slide overwhelming to folks that are reviewing.
The necessary but rarely exciting disclosures pages that your M&A attorney will insist on. You don’t have to reinvent the wheel here. Use them to stay protected, and then get into the good stuff.
Note the language in this slide is just representative and is in no way legal advice. Make sure that you consult with your lawyer first.
TABLE OF CONTENTS
Make your AM easily navigable, and let them know what’s coming. It is a good way for the potential acquirers to have an option to jump straight into whatever piece of content they are interested in reviewing.
The executive summary is a good way to summarize the key highlights around your venture.
Remember, that just as with raising funding, everything can rest on your executive summary. This is where they decide if they are interested in continuing to listen or not.
You should tailor this to each audience or potential acquirer to grab them with what they care about most, and what can bring them the most value.
Furthermore, throughout the Acquisition Memorandum Template you will see multiple transition pages. They are used to keep the reader on track. Sometimes they include one item on the transition page, and other times it includes groups of similar items.
Use a separate background (pasted onto the page) in the transition pages for better separation of the sections.
This is one of the most important factors that any acquirer wants to know about. Be creative, use pictures, charts or diagrams if applicable to show what the problem is that’s being solved.
This section could be 2-3 pages if enough relevant information on the market and its attractiveness. You can find most of the relevant data by researching on Google.
First, make a statement about what the company does in its simplest form. What is the product or service? How does it work? How is company paid? What is the business model?
This will usually be 3-5 slides. One should state simply what it does, then “How it works”, then the next might be a schematic chart showing the flow of goods or services, and the payment/pricing, etc.
These 3-5 slides should show this both verbally and graphically. If applicable, use representative pictures of the setting in which the product is used.
Show who your addressable market is, why, how big it is and anticipated growth in this market.
It is important to give a global approach here rather than going nationally. The bigger the numbers the better.
Ultimately in acquisitions, the idea is not yours. Is the idea of the company looking to acquire you so help them think big.
As you can see on the graph above it shows growth from one year to another. As you will see on the acquisition memorandum template, showing big numbers is not enough. You also need to show that such numbers are growing over time.
COMPETITION & ADVANTAGES
Every company has competition. Who are they? Why are you better?
It usually makes sense to lay competitors out on the 2×2 chart with your company at the top right.
Show relevant metrics/offerings on the two axes. You may have second competitor slide discussing the key competition, and weaknesses they may have.
Find a way to demonstrate the company’s competitive advantages. Sometimes, this is bullets, other times, you may want to lay it out in chart fashion, with various product or service features and showing your company checking all of the boxes, while the competition only has half of the boxes checked.
Make sure you list all the direct and indirect competitors that are meaningful. Otherwise, the potential acquirer will think that you are trying to hide something.
First show traction in terms of customer growth and your other most important KPIs. This is important. So, use 2-3 slides if enough relevant traction is available to report.
Then show any impressive financial traction (e.g. monthly run rate, revenue growth, etc.) Don’t use financial charts yet, just financial metrics.
FINANCIAL RESULT & PROJECTIONS
Showing nice graphs like the one above will captivate your audience. They need to know as well that your company is not at its peak and that it has a lot of room for growth.
A good way to position this to potential acquirers is to model out the impact that your numbers could experience if you product or platform was plugged into the distribution channels of the acquirer.
Furthermore, you want to go into details as you can see on the slide below. This is one of the most important slides that the corporate development team that is looking to acquire your business will review in detail.
As a starting point on your financial slides, make sure you are including any relevant projected KPIs. Show at least 3 years of historical data if you have it. Then project 5 years out. Show historical plus projected metrics together.
This is also a great opportunity to add immense value to your startup and to motivate a strategic acquirer. Consider showing some additional benefits or projections that could come with this potential M&A deal.
One of the best interviews I recall around doing M&A transactions was with Duke Rohlen. You may want to listen to that episode to see how he times the market and how he positions the story.
Depending on the size of your team, could be 1-2 slides. Use a small picture, then name/title, and short paragraph or bullets with background/history on each executive.
The team is super important. Most acquisitions fail due to poor integration. The company that is looking to acquire you would want to make sure that you have the right people seated in the right seats. I remember Ajeet Singh mentioning how without his team there was no way he would have been able to create two billion-dollar companies.
In this regard, expect to have a vesting period of at least 2 years where you and your senior executives will be expected to stick around to do the integration.
With the above in mind, make sure that you are highlighting the biggest accomplishments of the team in order to give the peace of mind to the acquirer in terms of having a great leadership team that is capable driving a successful integration process.
If heavy on tech, find a graphic method, as well as bullets to describe the tools and technology used on the platform.
Buyers will want to know how much open source technology you are using versus what is proprietary and true IP with its own value.
If you are not technical, make sure that you have the person leading these efforts within your organization putting together a step by step guide of how the technology is broken down.
Potential acquirers will be worried about buying a black box that their tech team needs to figure out later. For this reason, the more transparent and detailed you make this look the higher the chances for them to go forward with doing a deal.
MARKETING & SALES
Use a schematic and bullets to describe the company’s method of marketing and sales. Keep it interesting with visuals if possible.
This may be another good opportunity to demonstrate integration, revenue and additional profits to be created by a merger or acquisition.
Keep in mind that potential acquirers will be worried here if you rely too much on paid advertising for growth.
In this regard, make sure to highlight the organic distribution channels that you have in place so that potential acquirers see that with or without paid ads your company would still grow in the right direction.
Provide an easy to digest and quick timeline of your business and its key milestones.
Milestones could be related to product launches or to revenue achievements. This is a way to show your track record and the different efforts that were put in place to get you where you are today.
A slide of this nature will make the buyer understand that rather than building things in-house from scratch the best route to follow would be to acquire your company to reduce time and efforts.
Remember that companies are always asking themselves either to acquire or to build it in-house. This is your chance to help them address that question.
REASON FOR SALE & NEXT STEPS
Why are you selling or willing to sell now? What qualifications should the buyer have? What steps should the audience take and how soon to pursue any interest they have in acquiring your startup?
The mindset of the acquire is always to find reasons why they should not buy your company. This is a slide that is very tricky.
Make sure that you talk about the desire for bigger distribution channels and legacy here. Avoid giving a sense that you want to make a quick buck and that your desire to sell is purely monetary.
Remember they say that “companies are bought, not sold.” Yet, as a founder, there is a lot you still need to do to not only sell your company but to maximize its value and ensure it gets into the right hands to carry out its mission and full potential. A great acquisition memorandum template like the one below should provide the right guidance so that you build your own and make all the difference.