HELVIA’s Engagement Rules
These engagement rules define the minimum requirements and essential conditions that must be met by potential sellers and buyers so that the HELVIA international trust group may accept mandates for the sale or purchase of companies (SMEs & LEs) or commercial properties (CREs). These requirements constitute the operational framework necessary to allow HELVIA to deliver M&A advisory services with effectiveness, professionalism, and confidentiality, safeguarding the interests of Clients and of the negotiating counterparts.
For each M&A opportunity, HELVIA conducts an autonomous and thorough preliminary assessment, which concerns both the proposed business opportunity and the proposing parties. Through the competent analysis of documents and data, and the preliminary verification of the reliability of proponents and targets, HELVIA selects sustainable and reliable transactions, preventing contractual defaults, operational risks, information abuses, speculative operations, and legal disputes. This approach ensures a context of clarity, transparency, fairness, and sustainability, protecting the interests of all parties involved.
The adoption of these engagement rules represents an outstanding strategic value for all parties, enabling HELVIA to operate with the highest standards of professionalism, confidentiality, and independence, and ensuring a structured and transparent environment in which M&A transactions can be carried out successfully, safely, sustainably, and satisfactorily.
HELVIA Engagement Rules for Companies for Sale and their Selling Owners
1. Distinctiveness and Continuity
The Company must possess a clear market and/or technological distinctiveness, ensuring a solid competitive positioning within its sector. Structured, efficient and autonomous production processes are required, together with a defined and self-sustaining internal organization capable of guaranteeing operational and managerial continuity both during and after post-acquisition integration.
2. Minimum Size and Scope of Engagement
The Company must have stable or growing annual revenues, indicatively between €2 million and €50 million (SMEs – Small and Medium-Sized Enterprises), or above €50 million (Large Enterprises). Micro-enterprises with revenues between €1 million and €2 million may be taken into consideration only if they operate in high-technology sectors, highly specialized industrial segments or high-value-added services, and only if they demonstrate sound economic-financial conditions and verifiable growth prospects. Companies with revenues below €1 million, particularly retail, artisan and similar activities, fall outside HELVIA’s operational scope.
3. Financial Soundness and Risk Management
The Company must be profitable, financially healthy, and able to generate positive and sustainable cash flows. It must not present significant exposure to operational or market risks that could compromise business continuity, including, by way of example: technological obsolescence of products or production assets; loss of key clients or strategic contracts; departure of essential human resources; exposure to judicial or administrative disputes, insolvency or pre-insolvency procedures, or other relevant regulatory proceedings.
4. Accounting, Tax and Social Security Compliance
The Company must maintain complete, accurate, and compliant accounting records, financial statements and financial documentation. All tax, social security and welfare filings must be up-to-date, correct and compliant with applicable regulations, without significant irregularities or material disputes that could undermine transparency, valuation or operational continuity.
5. Transparency of Beneficial Ownership
The Company must ensure that its beneficial ownership is clearly identified, truthful and fully verifiable, in accordance with applicable anti-money laundering, counter-terrorism financing and related regulations. Ultimate beneficial owners or shareholders must be duly registered with the competent authorities, with complete and updated information, enabling prospective buyers and HELVIA to conduct due diligence and M&A advisory activities in full security and legal compliance.
6. Free Availability and Transferability
The shareholding, business, business unit or asset subject to sale must be in full and exclusive ownership and free of encumbrances, pledges, pre-emption rights or other restrictions that may hinder transferability. The intention to sell must be final and shared by all shareholders or co-owners, without being subject to internal, external or third-party conditions not previously disclosed to HELVIA.
7. Responsible Search for Buyers
The seller undertakes to conduct the search for potential buyers through HELVIA in a serious, transparent and goal-oriented manner, consistent with the intention to complete the sale. Specifically, the seller declares and warrants not to use HELVIA for purposes unrelated to the transaction, including:
a) testing the market without a genuine intention to sell;
b) creating artificial competition among third parties previously undisclosed;
c) speculatively influencing the sale price or contractual terms;
d) collecting strategic, commercial or technological information for other purposes;
e) obtaining personal benefits or advantages for third parties unrelated to the transaction.
8. Realistic and Market-Aligned Price
The requested sale price must be realistic, fair, documented and aligned with market practices, reflecting the true economic and asset value of the Company. If no price is indicated, HELVIA may perform an independent assessment of the fair price based on objective market criteria and sector comparables. In the event of speculative or unrealistic valuations not in line with the actual value of the Company, the seller is invited to handle the matter independently and to refer to the professionals who issued such estimates, without involving HELVIA. Setting a realistic, market-consistent price is a fundamental requirement to ensure seriousness, concreteness and feasibility of the transaction.
9. Cooperation in Due Diligence
The seller undertakes to provide, fully and promptly, all information necessary for the due diligence process (with the exception of trade or industrial secrets) to prospective buyers with whom a preliminary agreement (LOI, MOU, TS, NBO, BO) has been signed, to their advisors, and to HELVIA. The objective is to enable a correct, transparent and timely due diligence process by providing all data required to assess and complete the proposed transaction.
10. Confidentiality and Protection of Information
The seller undertakes to maintain strict confidentiality regarding all information acquired relating to prospective buyers, ongoing projects and beneficial owners, in accordance with the agreements entered into. Any disclosure or improper use that could cause economic or reputational harm to prospective buyers is prohibited, as is any solicitation of their clients, partners or collaborators.
HELVIA’s Engagement Rules for Company Buyers/Investors and Company sought for Acquisition or Investment
1. Legal capacity, beneficial ownership and representative authority
The Buyer must act as the beneficial owner or through a duly authorised legal representative/attorney-in-fact, and must guarantee that they possess all powers, rights, authorisations and delegations necessary to execute, complete and implement the acquisition or investment transaction. Any co-buyers or co-investors already identified must be previously informed and must have provided their written consent to the transaction. The execution of the mandate must not be subject to additional or undisclosed third-party approvals, nor to conditions that may delay, hinder, or render the transaction ineffective.
2. Genuine interest and financial capability
The Buyer must demonstrate a real, concrete and documentable interest in pursuing the transaction, consistent with the profile of the target identified by HELVIA. The Buyer must possess, directly or through third parties, the financial resources necessary to complete the acquisition under the agreed terms and must demonstrate the ability to obtain any additional financing needed to complete the transaction without compromise. The declared interest must be genuine and not aimed at market-testing, gathering strategic information, or pursuing secondary purposes.
3. Financial soundness and absence of impediments
The Buyer must be financially stable and not subject to insolvency, over-indebtedness, bankruptcy or pre-bankruptcy procedures, enforcement actions, or other constraints that could compromise the execution of the transaction. The Buyer must have the resources and expertise to manage operational, financial, market and regulatory risks associated with the acquisition. No legal, financial, procedural or contractual impediment, whether affecting the Buyer or represented third parties, shall render HELVIA’s engagement impossible, burdensome or ineffective.
4. Lawful purposes and fairness of conduct
The Buyer undertakes to pursue only lawful, realistic and coherent objectives. Speculative, evasive, fraudulent or improper conduct aimed at gaining unfair advantages for themselves or third parties is prohibited. The Buyer must refrain from any action that may cause prejudice to HELVIA, the sellers or any other party involved in the mandate, including the unauthorised solicitation of clients, business partners or employees of the target company. The research and assessment of target companies must be conducted with transparency, responsibility and fairness, without pursuing secondary objectives, market manipulation, lobbying, information harvesting for unrelated purposes or artificial pressure on price or contractual conditions.
5. Transparency and accuracy of information
All information, data, documents and statements provided by the Buyer to HELVIA or to the sellers must be complete, accurate, up-to-date and truthful, enabling a clear, correct and comprehensive understanding of the objectives, criteria and modalities of the transaction. The Buyer undertakes to promptly disclose any material change to the information provided and to hold HELVIA harmless from any liability arising from false, incomplete or inaccurate information, including any direct or indirect damages resulting from omissions or errors.
6. Confidentiality and proper use of information
The Buyer must treat all information received with the highest level of confidentiality, including information relating to potential sellers, ongoing projects and beneficial owners. Disclosure to third parties, use to attract unknown co-buyers, publication on social media or public platforms, and any attempt to replace HELVIA in the execution of the mandate are strictly prohibited. Solicitation of clients, business partners and employees of the target companies or their related parties is likewise prohibited.
7. Responsible search and independent due diligence
The Buyer must carry out its own due diligence independently and professionally, verifying all information received from the selling parties or from HELVIA and undertakes to hold HELVIA harmless from any liability arising from inaccurate or incomplete information provided by the counterparties. Due diligence must be conducted with rigour, transparency and completeness, ensuring the correctness and feasibility of the transaction.
8. Realistic price and fair conditions
The Buyer must submit offers consistent with the actual economic, operational and financial value of the target company, with economic and contractual conditions that are fair, sustainable and negotiable. Speculative offers, excessively low offers or offers aimed at devaluing the target or weakening the seller’s position will not be accepted. The Buyer must comply with market practices and take into account multiples, benchmarks and comparable data available, ensuring seriousness and fairness during negotiations.
9. Cooperation during due diligence and binding agreements
Upon entering into preliminary agreements, the Buyer must cooperate actively and promptly in the conduct of the due diligence through its consultants and in the preparation of binding contracts. The Buyer must ensure correctness, transparency, timeliness and the willingness to provide all necessary information in order to facilitate the closing of the transaction efficiently and without unjustified delays.
10. Awareness of HELVIA’s role and absence of conflicts
The Buyer acknowledges that HELVIA acts as an independent M&A advisor and is liable only in cases of wilful misconduct or gross negligence. The Buyer declares that no competing mandates exist that could interfere with HELVIA’s exclusive engagement and undertakes to inform and cooperate fully and promptly with HELVIA to enable it to perform the engagement effectively.
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