How to run a marketing campaign that sells your business
redactedA marketing campaign for the sale of your business works when it moves qualified buyers through fixed stages, with a firm deadline at each one, so that several of them arrive at the same decision at the same time. The stages run in order: an anonymous teaser, a signed confidentiality agreement, a confidential information memorandum, indications of interest, a shortlist, management presentations and letters of intent. Your M&A advisor runs the process over about eight to 12 weeks. You decide who is approached, what they are told and which offers advance.
This is the part of a sale where years of preparation either convert into competing offers or quietly drain away. A strong business can still sell poorly if the campaign loses its pace. Buyers' attention shifts, internal priorities change and the offers that arrive reflect what the buyer believes you will accept rather than what the buyer can afford to pay. This article is the practical companion to Chapter 9 of my book, Selling Your Canadian Business, and it picks up where the buyer universe from Chapter 8 ends.
Who runs the campaign and what is your part?
Your M&A advisor is the quarterback. The advisor manages every buyer conversation, tracks who is advancing and who is stalling, sets the pace and coordinates a team that prepares buyer-specific materials, logs questions and arranges presentations.
Your part cannot be delegated. Buyers want to meet the person who built the business, hear your vision and judge whether you will be a constructive partner through closing and the transition. You answer the strategic questions, make the process decisions and judge each buyer on more than price.
Your management team may join the presentations, particularly if you plan to leave completely, because buyers need confidence that the business carries on without you. Brief them beforehand on confidentiality and on their roles, so that an offhand comment does not create a concern or a leak.
Why discipline matters more than enthusiasm
A campaign is not a mailing. Four things depend on how it is run:
• Competitive tension. When buyers know others are evaluating the business at the same time, they have a reason to bid properly rather than offer what they think you will take.
• Momentum. Buyer interest rises and falls with internal priorities. Regular contact, staged information and firm deadlines keep serious buyers focused and let casual ones step aside.
• Confidentiality. Information moves in stages, only to parties that have shown they are serious and have signed the agreement.
• Your time. Engaging dozens of buyers equally would overwhelm you and your team. The advisor filters continuously, so your attention goes to the few buyers most likely to close.
A note on what the evidence says. The best-known academic study of how companies are sold, by Audra Boone and J. Harold Mulherin, found that about half of the public-company targets in its sample from the 1990s were auctioned among several bidders while the rest negotiated with one, and that the wealth effects for target shareholders were comparable in the two routes (Boone and Mulherin, Journal of Finance, redactedA later review by two Analysis Group economists found similar final premiums, with auctions taking longer: an average of 197 days from initiation to announcement, against 135 days for single-bidder negotiations (Jetley and Huang, Law360, 2020).
Those studies look at public companies, where a share price already gives everyone a reference point. A privately held company has no such reference. In my view that is why a managed process matters more to the owner of a private business: competing buyers are how the market tells you what the business is worth. The research does not prove that, and I would not claim it does. It does mean you should be skeptical of anyone who promises a fixed percentage uplift from running an auction.
Stage 1: the teaser
The campaign starts with a teaser, a short anonymous profile of the business. It describes the sector and business model, the geography served, approximate revenue and profitability, key attributes and the proposed transaction structure. It leaves out your name. Its job is to draw inquiries from the right buyers and filter out the wrong ones.
Your advisor sends the teaser to the approved buyer universe within one to two weeks, through targeted emails, calls to decision-makers and introductions from professional networks. Compressing the distribution matters. Buyers who learn that others are looking at the same time behave differently from buyers who believe they are alone. Nothing goes out until you have approved the list.
Qualification starts immediately. Does the inquirer fit the business, have the funds to close and show serious intent? Parties that do not are politely declined, which protects your time and your confidentiality.
Stage 2: the confidentiality agreement and the memorandum
A buyer who wants more than the teaser signs a confidentiality agreement first. It should bar disclosure to third parties, limit use of the information to evaluating the deal, require the return or destruction of materials if there is no deal and set how long the obligations last. Many sellers also ask the buyer not to solicit employees, customers or suppliers for a set period, and Borden Ladner Gervais notes that 12 to 24 months is usual. Your lawyer approves the template, and in my view it should be the seller's form, not the buyer's.
Signing should be quick, through an electronic signature platform. Most serious buyers sign within days. A buyer who delays or resists often lacks real intent.
Once the agreement is signed, your advisor opens access to the virtual data room, which holds the confidential information memorandum and supporting documents, usually in batches as agreements arrive. BDC describes the memorandum as the document that presents a company's operations, market position and financial performance to potential buyers. Expect buyers to review it within one to two weeks.
One caution applies when a competitor is among the buyers. The Competition Bureau's competitor collaboration guidelines include a section on information sharing, and the Bureau has continued to warn that sharing competitively sensitive information such as pricing, costs and strategic plans raises risk (McMillan LLP, FebredactedBefore a competitor sees that kind of information, your lawyer and advisor should decide what it sees and when.
Stage 3: preliminary interest and questions
After buyers read the memorandum, your advisor calls each one to hear what attracts them, what worries them, what more they need and where they think the value sits. Patterns matter. When several buyers ask the same question, the answer goes into supplementary materials for everyone rather than into separate replies.
Answer quickly and completely. Slow or partial answers suggest a business that is not ready. Some detail is held back for later diligence on purpose. The aim of staging is to keep serious buyers engaged without overwhelming them early or exposing information to parties that turn out not to be serious.
Stage 4: indications of interest and the shortlist
Before anyone sits across the table from you, your advisor asks for indications of interest. An indication is a short, non-binding document, usually one to three pages, based only on the memorandum. It states a price or range, the preferred structure (asset or share purchase, cash or other consideration), major conditions such as financing and approvals, the buyer's experience and a proposed timetable. The advisor asks every buyer for the same information so the submissions can be compared.
The deadline is typically two to four weeks after the memorandum goes out, and it is firm. Declining extension requests tells you which buyers can move quickly, keeps the pressure equal across the field and prevents drift. A buyer who cannot meet a preliminary deadline often cannot meet the later ones.
Price is only one line of an indication. For illustration, a $22 million offer with large earnouts, seller financing and employment requirements may be worth less to you than a $20 million all-cash offer from a well-funded buyer with simple closing conditions. Your advisor should show you the trade-offs, not just rank the numbers.
Shortlist three to six buyers for management presentations. Too few and you lose leverage if one withdraws. Too many and you create logistics, disrupt the business and convince buyers that their odds are too low to bid hard. The strongest shortlist includes the highest credible prices, buyers with a compelling rationale even at a slightly lower number, well-funded financial buyers with sector experience and, occasionally, one unconventional buyer worth hearing.
Four mistakes undo this stage:
• Judging only on the headline price.
• Extending the deadline for a favourite while holding the others to it.
• Shortlisting too many buyers.
• Telling buyers how their number compares before the next round, which hands over your information advantage.
Buyers who are not shortlisted still deserve a courteous reply. Your reputation in the M&A community matters more than most sellers realize, and a buyer who is declined politely sometimes returns with a better proposal.
Stage 5: management presentations and site visits
Presentations last two to four hours and follow an agenda: company history, operations and capabilities, customers and sales approach, competitive position, financial performance and its drivers, the management team and growth plans. Your advisor builds the materials and rehearses you.
If the business has physical operations, a tour lets buyers see processes, equipment and people. Keep the site clean, safe and representative of a normal day. Buyers form lasting impressions on site visits.
Advisors usually schedule the meetings close together. That reduces disruption to the business and reminds each buyer that others are in the room. Prepare for the questions that feel personal. They are commercial, and the buyer is also deciding whether it wants to work with you.
Stage 6: letters of intent
After the presentations, your advisor sets a deadline for letters of intent, typically two to four weeks later, and frames it as a natural step in the process rather than as pressure. A letter of intent is a non-binding outline of price, structure and payment terms, diligence requirements and timing, closing conditions and an exclusivity period during which you agree not to talk to other buyers.
Read that last item twice. In my view a letter of intent is an option granted to the buyer: your exclusivity binds you, while their price does not bind them. Anything left vague in it is rarely resolved in your favour. It is also the last document you negotiate while competitive tension still exists, so settle as many terms as you can before you grant exclusivity.
Fasken's primer on private M&A auctions names three cornerstones of a well-run process: the confidentiality agreement, a process letter and a draft form of purchase agreement. I would add a practical step. Ask each buyer to return a markup of a seller-prepared draft purchase agreement with its letter of intent. It shows you early how each buyer expects to allocate risk, while you still have choices.
When to launch
Launch when preparation is finished. The memorandum is final and approved, the buyer universe is researched and approved, the virtual data room is ready, your management team is briefed and the business is performing strongly with no disruption expected. Launching early creates avoidable risk. Waiting for perfect conditions is a mistake too, because perfect timing does not exist.
Your advisor will tell you about market conditions and seasonal windows. Retailers avoid their peak season, agricultural businesses work around the harvest and professional services firms work around year-end. Once the campaign is launched, plan for eight to 12 weeks of sustained attention until the letters of intent arrive. You cannot manage this stage passively.
Keep running the company better than ever. A distracted owner shows up later as a request to lower the price during due diligence.
Canadian considerations
Foreign buyers. If a foreign buyer is in the field, the Investment Canada Act applies. For 2026, a pre-closing net benefit review is required for a direct acquisition of control of a non-cultural Canadian business only when its enterprise value is at or above $2.179 billion for private investors from trade agreement countries such as the United States, or $1.452 billion for other World Trade Organization investors (Fasken, Jan. 2026; Torys, MarchredactedA business with $5 million to $50 million in revenue will almost certainly fall far below those figures. Lower thresholds apply to state-owned enterprises and cultural businesses (Torys, Fall 2026), and national security review can reach investments of any size (Blakes, July 2026; Miller Thomson). If your sector is sensitive, raise it with your lawyer before the teaser goes out.
United States buyers. They are a natural priority. Cross-border deals with them are generally straightforward, though currency and tax structuring need coordination.
Quebec and French-speaking markets. If you operate in Quebec or serve French-speaking customers, consider whether the marketing materials should also be in French and whether presentations will need French-language capability.
Regional positioning. How you frame the business should reflect where it sits. A western business may emphasize natural resource, energy or agriculture connections. A central Canadian business may lead with manufacturing, technology or financial services. An Atlantic business may lead with marine, forestry or tourism assets.
What has changed in how campaigns run
Video presentations are now standard for early meetings, with in-person meetings kept for finalists. Modern virtual data rooms show which buyers open which documents and for how long, which helps your advisor tell engaged buyers from casual browsers. Some advisors use artificial intelligence tools for routine work such as drafting and research. They do not replace judgment or the relationships that carry a deal to closing. Some buyers also expect to see environmental, social and governance disclosure in the marketing materials.
What the campaign feels like
Going to market is exposing. Strangers will score a business you spent years building, and some of their questions will feel personal even when they are purely commercial. Expect vulnerability early, impatience when offers take longer than you hoped, anxiety as the deadline for indications approaches and relief, even elation, when serious offers arrive.
Do not let impatience push you toward an early offer. Do not celebrate before closing either, because a letter of intent is not a sale. Think about discussing these feelings with your spouse, family, shareholders and business partners before the campaign starts, and consider a coach if the pressure builds.
A checklist before you authorize launch
• The confidential information memorandum is final and approved by you.
• The buyer list is researched, reviewed and approved by you, with competitors considered individually.
• A seller-form confidentiality agreement is approved by your lawyer.
• The virtual data room is built and the access protocol is agreed.
• Your management team is briefed on confidentiality and on their roles.
• Dates are set for indications of interest, presentations and letters of intent.
• Your calendar is clear for eight to 12 weeks.
What to do next
Download the marketing campaign toolkit
Frequently asked questions
How long does a marketing campaign for a business sale take? About eight to 12 weeks from first outreach to letters of intent. Strategic buyers who already know the industry can move faster. Financial buyers new to the sector and international buyers need more time. Within an exit process that typically runs 24 to 36 months from preparation to closing, the campaign is the shortest and most intense phase.
What is an indication of interest? A short, non-binding document, usually one to three pages, in which a buyer states a preliminary price or range, its preferred structure, major conditions, relevant experience and a proposed timetable. It is based only on the confidential information memorandum and is requested before management presentations so that you can compare buyers on the same basis.
How many buyers should be invited to management presentations? Usually three to six. That number keeps competitive pressure on the field while limiting the disruption to your business and the exposure of your information. Too few leaves you without leverage if one buyer withdraws.
Do buyers have to sign a confidentiality agreement before seeing the memorandum? Yes. Buyers see only the anonymous teaser until they sign. Your advisor then grants data room access, often in batches as signed agreements arrive. Your lawyer should approve the form of agreement before any buyer is contacted.
Sources
• Boone, A. L. and Mulherin, J. HredactedHow are firms sold? Journal of Finance, 62(2). redacted
• Jetley, G. and Huang, Y., Analysis Group. Expediting M&A deal processes via negotiations vs. auctions. Law360, Aug. 12, 2020. law360.com
• Borden Ladner Gervais. M&A building blocks: confidentiality agreements. mondaq.com
• BDC. Confidential information memorandums. bdc.ca
• Competition Bureau Canada. Competitor Collaboration Guidelines, May 6, 2021. competitionbureau.gc.ca
• McMillan LLP. Competition Bureau's guidance on competitor collaborations and anticompetitive agreements, Feb. 17, 2026. mondaq.com
• Fasken. Exit big: a sell-side primer on private M&A auctions, July 8, 2026. mondaq.com
• Fasken. Government of Canada raises net benefit review thresholds for 2026, Jan. 21, 2026. fasken.com
• Torysredactedthresholds for Canadian merger reviews, March 10, 2026. torys.com
• Torys. Investing in Canada, Fall 2026: reviews under the Investment Canada Act. torys.com
• Blakes. Foreign investment in Canada: navigating the Investment Canada Act, Julyredactedblakes.com
• Miller Thomson. Foreign investment review: why the Investment Canada Act belongs at the top of your transaction checklist. millerthomson.comredacted