BizON had the honour of sponsoring the Business Transition Forum! We would like to share some valuable information with our audience from the forum in case you did not have the opportunity to attend!

1. MAINTAINING CONFIDENTIALITY DURING
A COMPETITIVE SALE PROCESS
MODERATOR
Paris Aden, Partner & Co-Founder, Valitas Capital Partners
PANEL
Harry Blum, Managing Partner, Collins Barrow Toronto LLP
Curtis Cusinato, Partner, Stikeman Elliott LLP
Tim Morton, Managing Partner and Founder, Prompta Consulting Group

2. • Leaks can undermine the confidence of stakeholders
o Employees
o Customers
o Suppliers
• Competitors could suggest a sale process signals weakness
• Some bidders could use information they get through the
process against you
1. WHY IS CONFIDENTIALITY IMPORTANT?

3. • Need to Know principle
• Who is in the Inner Circle at the outset?
• How does it change as the sale process progresses?
• “Bake-off” hazards
2. YOUR INNER CIRCLE

4. • The window of vulnerability
• How to minimize it
• The unique risks of a failed sale negotiation
3. TIME IS YOUR ENEMY

5. • “No-names” canvass
• Teaser
• Information Memorandum
• Management Presentations
• Plant Tours
• Virtual Data Room
• Customer, supplier, key employee interviews
4. ESCALATION OF DISCLOSURE: TABLE
STAKES

6. • How do the best in the business protect confidentiality?
• Confidentiality agreements – considerations
• Common blunders
• Code names
• Secure email
• Watermarking
• VDR’s
• Offsite meeting locations: the “Family Reunion”
5. PROTOCOLS AND SAFEGUARDS

7. • If you sell, everyone will know eventually
• Messaging that sets a positive tone for stakeholders going forward is key
• In the rare event of a leak, you may have to disseminate a standby
statement – determining messaging in advance is critical
• Dissemination plans at announcement – Press release, message to
employees, “Town Hall” meetings, communications with suppliers and
customers
• Should your process be announced at the outset?
6. MESSAGING AND STANDBY STATEMENTS