I don't think it does. Barnes obviously gets his info from Donald now that he seems to be his favourite journo. If Donald has said it won't be an issue, he'll just be meaning that he thinks the accounts are in cracking shape, Deloitte or whoever it was gave them an A grade, blah blah blah. All the guff he normally comes out with. I don't think it means due diligence has already been done, nor that it's someone who has already seen the books. 6 weeks is plenty of time to do due diligence, so I think it's just Donald talking up how good a job he's done on the financial side at which point it could be anyone (and they might do DD then run a mile)
The period of exclusivity and full due diligence means an offer has been made and accepted in written form
M&A Jargon Buster:
A period of exclusivity is usually given after a final offer from a buyer or investor has been accepted, following a competitive M&A or growth capital fundraising process involving discussions with a number of parties.
Does exclusivity mean the deal is done? Unfortunately, not…
What happens next is a period of due diligence enquiries and negotiation of legal agreements that turn the agreed offer into a completed deal.
Exclusivity in the context of an M&A or growth capital transaction is when the buyer (or investor) and seller agree to only talk to that one party to the exclusion of others. Meaning the buyer (or investor) and seller enter into one-on-one discussions, and legally agree to switch off all conversations with other potential buyers and investors. Typically, this happens when both the buyer (or investor) and the seller decide that they are well suited to each other, agree on the headline terms of the deal and both intend on closing the deal as quickly as possible.
Entering exclusivity
Entering exclusivity can be a huge decision for our clients. What if the partner you chose ends up being the wrong one? What if they renege on the deal terms and chip the price when you have no other options left? Will it be too late to go back and speak to the others? What if there’s a better offer out there that you missed by going exclusive? How will others view it if you do go back? It can be a very emotional decision, as well as a practical one.
Exclusivity usually begins on acceptance of a Letter of Intent (LOI) from a buyer (or investor) or agreement of Heads of Terms for the deal. Legally binding terms in these documents will include a specified period of exclusivity ranging from a few weeks to a few months. We usually recommend to clients that they negotiate as many of the key terms in the LOI as possible before entering into exclusivity, to maximise the benefit of a competitive environment to get the best possible terms before committing to one party.
The time specified for exclusivity is often negotiated depending on the competition within a process, and the due diligence workstreams required to close the transaction.
Buyer vs. seller expectations during exclusivity
Buyers (or investors) typically will want to spend as long as possible in exclusivity as this means they can dig deep into due diligence, minimising any risks associated with being rushed into a transaction.
Exclusivity for sellers, on the other hand, is a very intense period of responding to detailed due diligence questions and having availability for meetings with lawyers, tax advisors, due diligence providers, integration teams and so on, so the shorter this period, the better. A shorter period also means less risk of news leaking out into the market or of a deterioration in the business environment.
The main advantage of exclusivity for our clients is more certainty of closing a deal within an agreed timetable. When there has been competition in the deal process before exclusivity, the buyer (or investor) has a strong incentive to close the deal before another buyer can come in and take the deal away from them when the exclusivity period has expired. A shorter exclusivity period also means that if the deal doesn’t work out, there’s greater likelihood that others will still be interested in doing a deal.
