Key takeaways:
- Eterra Partners supported a client in preparing a non-binding offer (NBO) for a technology acquisition valued at more than one billion euros.
- The NBO lays the foundations for due diligence, negotiations and future value creation, without any legal commitment.
- Two valuation methods were combined: DCF (discounted cash flow) analysis and EBITDA multiples.
- Governance and compliance were treated as guarantees of credibility, not simply as a regulatory constraint.
- The transaction was ultimately not completed, but it confirms the firm's ability to manage complex transactions.
Understanding the preparation of a non-binding offer
A non-binding offer is the first tangible step in a merger and acquisition transaction. It allows the buyer to express their intention without any legal commitment. It also initiates a preliminary assessment phase.
At Eterra Partners, this step is a strategic lever. It lays the foundations for due diligence, negotiations, and future value creation.
Our experts coordinate investors, legal advisers and financial advisers to:
- Prepare confidentiality agreements (NDAs) and the structured exchange of sensitive information
- Conduct preliminary due diligence focused on regulatory and financial risks
- Build DCF valuation models and EBITDA multiple analyses tailored to the target company’s profile
- Harmonize communication between the parties to establish transparency and trust
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Eterra Partners’ role in this transaction
On this project, Eterra Partners acted as a catalyst between buyers and sellers. Our role was to:
- Provide financial and sector analyses based on discounted cash flows (DCF) and market benchmarks
- Identify industrial, technological and human synergies
- Ensure regulatory compliance at every stage of the process, thanks to our experts in compliance and corporate governance
This integrated approach strengthens our reputation as a trusted strategic partner. It ensures a balance between financial precision and strong human relationships.
The valuation methods used
DCF analysis
- Method 1
This method projects future cash flows and discounts them to determine their net present value. It highlights long-term performance, cash flow strength and sustainable growth capacity.
EBITDA multiples
- Method 2
This tool compares the value of a target with its market peers. It provides a quick view of valuation gaps and helps identify optimization levers.
Combining the two approaches enabled Eterra Partners to deliver a rigorous and nuanced valuation, tailored to the realities of the technology sector.
Governance and compliance, guarantees of credibility
In any merger and acquisition transaction, governance and compliance are not merely a regulatory requirement. They are also a guarantee of credibility and stability for investors and executives.
Our interventions include:
- Auditing and updating advisory contracts to ensure their legal alignment
- Adapting internal practices to antitrust regulations and European standards
- Ongoing regulatory monitoring to avoid any risk of post-transaction litigation
This rigor ensures our clients benefit from transparent and secure transactions, supported by high ethical standards.
The human factor, the driving force behind successful transactions
Beyond the numbers, human relationships remain the true driving force behind successful transactions. Eterra Partners relies on a strong network built on trust, respect and transparency.
Understanding the objectives and motivations of each party is key to building lasting agreements.
Strategic lessons from this transaction
The client ultimately chose not to complete the acquisition. Nevertheless, the experience strengthened Eterra Partners’ expertise in three areas:
- Strategic due diligence preparation
- Valuation of complex companies
- Management of high-stakes negotiations
This experience confirms the firm’s ability to support its clients in large-scale transactions, where strategy goes hand in hand with operational precision.
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YOUR QUESTIONS
FAQ – Frequently asked questions about non-binding offers
Before contacting us, you may have these questions. Here are direct answers from our senior consultants.
What is a non-binding offer?
A non-binding offer expresses interest in a transaction without any legal commitment. It paves the way for discussions and in-depth due diligence.
How is valuation performed in M&A?
It identifies operational, financial and regulatory risks. It ensures informed decision-making.
Why is compliance important?
Transparent governance inspires stakeholder confidence and strengthens the company’s reputation.
How does the human factor influence mergers and acquisitions?
Trust-based relationships facilitate negotiations and secure the exchange of sensitive information.
