Introduction
In mergers and acquisitions (M&A), success depends on a delicate balance of strategic planning, financial discipline, and human collaboration. As an agile consultancy with extensive leadership experience, Eterra Partners recently guided a client through the preparation of a non-binding offer (NBO) for a major technology acquisition valued at over one billion euros.
This experience reinforced one of our core beliefs: due diligence, governance, and trust are the bedrock of successful transactions and long-term partnerships.
Understanding the Non-Binding Offer Process
A non-binding offer marks a critical early stage in an M&A deal — it declares interest without creating legal commitment while laying the foundation for due diligence and valuation.
At Eterra Partners, we treat this stage as a strategic gateway that aligns buyer expectations with seller transparency.
Our process typically includes:
• Drafting confidentiality agreements (NDAs) to secure sensitive information.
• Conducting preliminary due diligence focusing on financial, regulatory, and reputational data.
• Building valuation models utilizing Discounted Cash Flow (DCF) and EBITDA multiples methodologies.
• Structuring clear communication between stakeholders to foster alignment and mutual trust.
This foundation enables investors to make informed, confident decisions rooted in both data accuracy and relationship integrity.
Eterra Partners’ Role: Strategy, Compliance, and Trust
In this project, Eterra Partners acted as the intermediary and strategic conductor of the process — facilitating transparent communication between buyer and seller teams.
Our experts:
• Delivered comprehensive financial analyses and sector benchmarking.
• Assessed synergies and risk factors in technology, governance, and operations.
• Ensured regulatory compliance with EU and antitrust standards.
By merging technical insight with human collaboration, we built a trustworthy environment where negotiations advanced with clarity and efficiency.
Valuation Methodologies in M&A
Discounted Cash Flow (DCF)
DCF analysis estimates future cash flows and discounts them to their present value using the cost of capital.
It provides a long-term view of company performance — ideal for stable, predictable cash-generating businesses.
EBITDA Multiples
EBITDA multiples allow rapid market-relative valuation. They compare enterprise value to earnings before interest, taxes, depreciation, and amortization — producing a peer-based benchmark for deal competitiveness.
In our billion-euro project, we applied both methods to ensure robust, scenario-based evaluation consistent with industry expectations.
Governance and Compliance: The Pillars of Every Deal
Governance and compliance are not only regulatory necessities — they are strategic advantages.
Eterra Partners helps clients maintain transparency, risk mitigation, and stakeholder confidence through:
• Reviewing and structuring consulting and advisory contracts.
• Ensuring anti-corruption, data protection, and antitrust compliance.
• Embedding governance frameworks that align decision-making with ethical standards.
Our compliance-driven methodology translates to fewer legal risks and stronger institutional reputation.
The Human Element: Connecting Strategy and Trust
Beyond metrics and models, human relationships remain the cornerstone of M&A success.
At Eterra Partners, we cultivate empathy and partnership between stakeholders — turning negotiation into collaboration.
Building trust through transparent dialogue accelerates progress and encourages responsible disclosure during the due diligence stage.
Leveraging our network of industry experts and institutional partners, we help bridge perspectives, align goals, and close communication gaps that often stall high-stake transactions.
Lessons Learned from Our Non-Binding Offer Project
While our client ultimately chose not to proceed with the final acquisition, the process revealed invaluable strategic insights:
• Precision in valuation supports smarter negotiation.
• Early due diligence reduces delays and surprises.
• Strong governance frameworks foster investor confidence.
This project confirmed Eterra Partners’ key strength: combining analytics and human insight to navigate complex M&A landscapes with integrity and foresight.
FAQ
What is a non-binding offer (NBO)?
An NBO expresses interest in acquiring a company without legal commitment, allowing room for further negotiation after due diligence.
How is valuation performed in M&A?
Common methods include DCF analysis and EBITDA multiples, integrating both industry benchmarks and projected financial performance.
Why is compliance important?
Compliance ensures transparency, mitigates legal risk, and enhances credibility during complex negotiations.
How do human factors influence M&A deals?
Trust and communication turn transactional exchanges into collaborative partnerships, paving the way for successful integrations.
