Founders' Forum

Entry by the buyer (or potential buyers) into a non-disclosure agreement (NDA), to protect the confidentiality of information exchanged between the parties.

Initial due diligence by the buyer (or potential buyers), which may include reviewing key information about the target business (e.g. information memorandum, accounts) and initial meetings with the founders (or the board or senior management).

Submission by the buyer (or potential buyers) of a non-binding indicative offer (NBIO) or letter of intent (LOI), or the entry by the parties into a non-binding term sheet.

Confirmatory due diligence by the buyer.

This may be undertaken on an "exclusive" basis (depending on the particular dynamics of the deal) and is often undertaken by the buyer with the assistance of externally-appointed advisers (e.g. financial/accounting, legal and tax advisers).

This often involves an information disclosure process with the buyer through an online data room (i.e. repository of information/documents), Q&A, further management meetings and potentially site visits.

(i) Preparation, negotiation and finalisation of legally-binding sale documentation to give effect to the proposed sale. This is often undertaken in parallel with the confirmatory due diligence phase.

(ii) Entry into legally-binding sale documentation.

(i) Satisfaction of various conditions precedent to completion (e.g. receipt of regulatory approvals and/or third party consents) and actioning of other pre-completion items.

(ii) Completion of the sale - i.e. title to the target business passes to the buyer in exchange for the purchase price payable on completion.

"A sincere thank you for leading us through the journey with your exceptional legal expertise and professional manner. We valued the attention to detail and the dedication to the project - we felt like you were on our team all the way (which you were). The hard work, quick responses (including out of hours) were also really appreciated."

David Brell, Founder, Smartmove Professional Mortgage Advisors

"I just want to say we could not have landed in a better place. You have been great to work with, nothing was too much trouble, and you were all over the relevant issues."

Hayden Wallace, CEO and Founder, Safe Direction

"I just wanted to pass on my heartfelt thanks for everything you did for us. Knowing you have the best in your corner for such a significant transaction gives us a huge amount of comfort."

Cameron Wiles, Founder, Smartmove Professional Mortgage Advisors

"Through a great partnership formed with Lander & Rogers and their support of our company from initial meeting, through to business sale completion, Lander & Rogers were supportive and outstanding in their guidance and advice."

Grant Pericleous, CEO, Nurses Now

"[Lander & Rogers'] deep expertise in helping founders navigate these types of transactions clearly shone through and they genuinely cared about me and my business. They were quick to understand my vision and translate it into a robust legal strategy, with the ability to build rapport with my key stakeholders, including my investors."

Elliott Donazzan, Founder & Managing Director, Payble

"Thank you for your support! We really felt you had our backs and understood our fears and needs."

Maria Cocciolone, CEO and Founder, InSkin Cosmedics

"I would like to personally thank you and your team for navigating us through the maze of this acquisition. It was unbelievably complex from where I sat, but we got there in the end with what I believe to be a great result for the sell-side team."

Stuart Boyce, major shareholder/seller

Advising the founders of UniquePak, an Australian importer and distributor of premium glass and packaging products, on its sale to multinational packaging company TricorBraun

Advising the shareholders of financial services consulting firm QMV Solutions on the combination of its business with Novigi, in parallel with an equity investment by PE firm IFM Investors

Advising the shareholders of leading Australian mortgage broker Smartmove on the merger of its business with Viridian Financial Group

Advising leading skincare group INSKIN Cosmedics and its shareholders on the partial sell-down of their interests to, and equity investment by, the Australian Business Growth Fund (and associated partnership arrangements)

Advising the founders of Everyday Independence, a leading NDIS-registered provider of allied health services, on the sale of their business to ASX-listed international human services group APM

Advising call-centre tracking and analytics technology provider Delacon on its sale to global software buyer Volaris, an operating group of TSX-listed Constellation Software, Inc

Advising the founders of Allied Grain Systems, an Australian supplier of grain handling and storage solutions, to Mitchells Group - a global provider of bulk material handling equipment to the agriculture industry

Advising Nurses Now, a second-generation family nursing labour hire business, on all aspects of its sale to Healthcare Australia Pty Ltd, a portfolio company of Crescent Capital

Advising the shareholders of BudgetNet on the sale of BudgetNet's NDIS plan manager business to ASX-listed nib Holdings Ltd

Advising healthcare education and training provider, the HCI Group, and its founder shareholder on an equity investment by US-based PE firm, Sterling Partners

Advising the shareholders of road safety barrier provider Safe Direction on the sale of their business to Quadrant portfolio company Jaybro, a leading supplier to the civil construction and infrastructure sector

Advising the founders of Australian solar technology company Smart Energy on its sale to Japan-headquartered multinational appliance manufacturer, Rinnai