Information memorandum (IM)

Definition

In a structured Benelux sale process, the seller-side advisor typically produces three documents in sequence: (1) the teaser: 1-2 anonymous pages distributed broadly to gauge interest; (2) the information memorandum-40-80 pages shared under NDA with shortlisted buyers; (3) the data room: exhaustive raw evidence opened to LOI-signed buyers for DD. The IM is the bridge document and the most important for shaping the initial price range.

What goes into a well-built Benelux IM in 2026. Standard sections in our experience: (1) executive summary (1-2 pages): the deal in one read; (2) business overview (5-10 pages): what the business does, where, for whom, history; (3) market positioning (4-8 pages): competitive landscape, market share, structural advantages; (4) financial summary (10-15 pages): 3 historical + 3 projected P&L, balance sheet, cash flow, with normalisations clearly explained; (5) management and key staff (3-5 pages): bios, retention plans, post-closing intentions; (6) operational deep-dive (5-10 pages): customer concentration, supplier relations, IT/systems, asset base; (7) growth opportunities and synergies (3-5 pages): what a buyer could do post-acquisition; (8) transaction process and timing (2-3 pages): bid timeline, exclusivity expectations.

The two most-mistreated sections in 2026 Benelux IMs. First, financial normalisations. Sellers who present uncommented EBITDA with founder-comp + one-offs + related-party adjustments hidden in footnotes lose credibility immediately. Best practice: present unadjusted EBITDA, then a clear waterfall to adjusted EBITDA with each adjustment line itemised and backed by source documents available in the data room. Buyers will recreate this waterfall in their own DD: if your IM matches what they reconstruct, trust builds. Second, growth opportunities. Sellers who promise "doubling EBITDA in 3 years through obvious synergies" without specifics lose credibility. Best practice: 3-5 specific growth vectors with quantified upside, source data, and explicit assumptions: let the buyer decide if those assumptions are credible.

The legal dimension. In Belgium and Netherlands, an IM is not a binding offer: it's an invitation to negotiate (Latin: invitatio ad offerendum). It carries pre-contractual liability if materially misleading (Belgian Civil Code articles on culpa in contrahendo; Dutch good-faith doctrine via BW 6:248). The standard disclaimer in every Benelux IM: "no warranty as to completeness or accuracy outside the SPA representations and warranties." But practical reality: if the IM contains an explicit false statement (e.g., "all customer contracts are transferable" when several have change-of-control clauses), and the buyer relied on it materially, courts can award damages even without R&W coverage. The remediation: never make absolute statements in the IM that aren't backed by data room documentation.

A worked example. An Antwerp logistics business prepares its IM in spring 2026 with a target sale process kicking off in May. The advisor builds an IM containing: executive summary highlighting €4.8m adjusted EBITDA and 8% revenue growth CAGR; financial normalisations carefully detailed (€350k founder over-comp adjustment, €120k one-off legal settlement add-back, €60k related-party rent above market deducted); 4 specific growth vectors with quantified upside (€1.2-1.8m additional EBITDA over 3 years from logistics-as-a-service offering, Belgian-Dutch cross-border expansion, automation savings, customer-mix optimisation). Six buyers receive the IM; three submit non-binding offers ranging €25-29m (5.2-6.0x adjusted EBITDA). The clear and credible IM directly drove the multiple from a likely 4.5-5.0x for an opaque presentation to the achieved range.

Worked example

IM pages: 62. Sections: 8. Adjusted EBITDA waterfall lines: 5. Growth vectors with quantification: 4. Distributed to: 6 NDA-signed buyers. Non-binding offers received: 3. Range: €25-29m (5.2-6.0x adj. EBITDA). Without IM polish: expected range: 4.5-5.0x = €21.6-24m. Uplift from IM quality: ~€3-5m on a €27m deal.

When it matters

Every meaningful Benelux mid-market sale process needs an IM. Skipping it (or producing a thin 15-page version) signals to buyers either inexperience or that the seller is not serious about clearing top dollar. The IM is also the document that sets buyer expectations: discrepancies between IM claims and DD discoveries are the #1 cause of price chip negotiations and walk-aways. Invest 40-80 hours of advisor + management time into a high-quality IM; the payoff is multiples on EBITDA.

Frequently asked

IM vs CIM: same thing?

Yes. CIM (Confidential Information Memorandum) is the Anglo-Saxon term emphasising NDA-bound distribution. IM is the more common Benelux usage. Functionally identical: a curated 40-80 page document shared with vetted buyers after teaser-stage filtering. The "confidential" prefix is implied: no IM in any market is distributed without NDA in 2026.

How long should an IM be?

In Benelux mid-market: 40-80 pages typical. Shorter (<25 pages) signals incomplete preparation and limits buyer ability to develop a thesis. Longer (>100 pages) overwhelms buyers and dilutes the executive summary impact. The 60-page sweet spot covers everything a buyer needs to develop a credible non-binding offer without becoming a substitute for DD.

Should management write the IM or the advisor?

Advisor leads structure and writing; management provides content, validates accuracy, and signs off. Why this split: advisors know what buyers look for and how to position credibly; management knows the business and must own every claim. An IM written purely by management often misses positioning; an IM written purely by advisor without management input often contains errors that destroy credibility in DD. The split is 60-40 advisor-management in our practice.