Not Every Buyer Gets the Memorandum — And Here’s Why

When it comes to selling a business, confidentiality is critical—and selectivity is essential. At VEXUS, we don’t just represent numbers on a spreadsheet. We represent owners who’ve spent years, often decades, building something of real substance. Which is why we take our gatekeeping role seriously.

So let’s be candid: Just because you’ve signed an NDA doesn’t mean you’ll receive the Confidential Information Memorandum (CIM). That may come as a surprise to some. But if you’re serious about acquisitions, it’s something you need to understand.

An NDA Is Not a Free Pass

We receive numerous NDAs each week. Some arrive with enthusiasm, some with assumptions. But all are treated the same: as a first step. Nothing more. A signed NDA demonstrates that a prospective buyer is willing to keep sensitive information confidential. That’s important—but it’s the bare minimum. It doesn’t prove the buyer understands the market, has operational capability, or presents a serious and strategic fit for the business.

The Confidential Information Memorandum isn’t a sales brochure. It’s a confidential report filled with commercially sensitive information about a business someone has trusted us to sell discreetly and professionally. We don’t share it lightly.

We Work for Sellers—Not Speculators

Unlike public marketplaces or listing platforms, VEXUS is a strategic M&A firm that works exclusively on behalf of established shareholders seeking real, value-maximising exits. This is not a numbers game. It’s about quality over quantity—and certainty over curiosity. Every potential buyer is assessed not just on their interest level, but on their fit:

• Do they understand the sector?

• Can they articulate a clear rationale for the acquisition?

• Are they financially capable and operationally credible?

• Would they be considered a desirable successor by the seller?

Unless the answers align, access to the CIM is unlikely.

Strategic Acquirers Get Priority

For most mandates, the ideal buyer is a trade or strategic acquirer—a company operating in the same or a complementary sector. Why? Because that’s where the synergy lies. And synergy is where real value is created. Whether it’s shared infrastructure, overlapping customers, or bolt-on potential, these buyers can unlock post-deal efficiencies that no financial engineer ever could. From experience, strategic buyers:

• Build trust faster

• Navigate due diligence more smoothly

• Close deals with higher certainty

So yes, they get priority access. That’s not bias—it’s better business.

If You’re a Financial Buyer, Don’t Take It Personally

This is where some feathers get ruffled. But let’s be direct. If you’re an investor without operational experience in the target sector, or part of a search fund seeking a generic “good business,” you may not receive the CIM—even with an NDA.

This isn’t personal. It’s practical. Sellers are typically looking for a buyer who understands their world and can step in confidently, not someone who needs to learn the ropes from scratch. Unless you can clearly communicate:

• Why this business?

• How will you add value?

• What’s your relevant experience?

• How will you fund and run it?

…then the conversation usually doesn’t go much further.

A CIM Is a Privilege, Not a Right

The Confidential Information Memorandum is not a marketing tool. It’s a trust document—created with the client’s permission and shared under strict confidentiality with buyers we believe to be both capable and credible. It contains:

• Strategic positioning

• Operational and financial performance

• Commercial dependencies

• Staffing, contracts, and risks

Every disclosure is made with the seller’s permission. If there’s any doubt about the buyer’s motives or credibility, the CIM stays closed. And rightly so.

Want the Memo? Show Us Why You Deserve It

At VEXUS, we’re here to make deals happen. But that doesn’t mean we open the gates to everyone who enquires. We owe it to our clients to be discerning—and that starts with how we handle buyer engagement. If you’re a serious acquirer, you’ll get our full attention:

✅ We’ll take time to understand your acquisition strategy

✅ We’ll present relevant opportunities with insight and professionalism

✅ We’ll support you through due diligence and beyond

But if you’re kicking tyres or “interested in any good business,” you’ve already disqualified yourself. We’re not here to feed pipelines or fulfil investor curiosity. We’re here to deliver results—for sellers and serious buyers alike.

If you're a trade buyer, strategic investor, or corporate acquirer with a defined brief and sector experience, we welcome the opportunity to speak. Our deal flow includes confidential, off-market opportunities in the £5M+ turnover range.

Contact the VEXUS team