In a scale-up, a sale is never a simple transfer of shares, but an industrial movement which involves a technology, a product trajectory, a structured customer base, a proven unit economics and a set of investors who have driven growth. The example of Brevo last week with the exit of Partech and the arrival of two new PE funds perfectly illustrates the operation. Where the sale of a SME is based on assets and a life project, that of a scale-up is based on a much denser value architecture. It must reconcile the expectations of the founders, the ambitions of the management teams, and the liquidity horizon of historical funds with the industrial or financial objectives of the buyers.
The first step in the process is not valuation but intention. A scale-up rarely sells “because an opportunity presents itself” but sells because its managers wish to reach a new industrial level, accelerate international development, or secure part of the capital. This clarification determines the way in which the sale will be structured: whether it concerns the cash-out portion, the future role of the founders, the target governance, the retention of talent and the degree of independence preserved in the new entity.
In this context, the information memo becomes a very different document from that of an SME. It is no longer a descriptive medium, but an analytical document which allows a sophisticated buyer to understand the deep mechanics of the business. A scale-up must expose its acquisition dynamics, the quality of its customer cohort, its unit economics, the depth of its technological stack, its possible dependencies, its technical debt, its exposure to infrastructure or GPU costs, and the coherence of its international development. The real difficulty is not to show, but to prioritize. In this type of process, the buyer is often a corporate tech, a growth fund or a global platform which already has its own analysis tools. The objective of the memo is therefore not to “pitch”, but to allow modeling.
The construction of the roadshow follows the same logic, because unlike smaller transfers where competitive tension is created by expanding the list, a scale-up must target acquirers for whom the asset really moves a strategic line. The good candidates are often few in number and the objective is then to identify a player who has an innovation debt on the vertical, an American platform seeking a European entry point, a SaaS group needing to fill a product weakness, or a fund seeking to reconfigure an adjacent portfolio. This tighter targeting allows us to enter into deeper discussions, where we talk about technological integration, roadmap, compatibility of engineering cultures and global distribution potential.
The confidentiality of the project is even more sensitive. A scale-up manipulates elements that should not circulate freely (enterprise contracts, gross margin ratio, R&D structure, AI roadmap, dependencies and sometimes even technological fragilities). The initial teaser must therefore be designed to filter access to data and open up gradually. The signing of NDAs more demanding than those used in the small cap is imperative.
The LAW then marks a major tipping point. In the world of scale-ups, it sets out very early on structuring elements such as the way in which EBITDA will be adjusted, the scope of net debt, the terms of a possible earn-out, the mechanisms for future integration or the place of the CTO and CPO in the target organization. Even if it is not legally binding, a LAW creates a political dynamic that makes it difficult to turn back the clock. Exclusivity must therefore be granted with discernment because long exclusivity opens up a classic risk, namely a downward renegotiation after heavy due diligence.
There remains an increasingly complex element in a scale-up, namely internal coordination. Unlike SME transfers, the manager is not alone. He must deal with funds with different horizons, key managers whose retention directly influences valuation, and governance which may include an independent board. Here, the role of the investment banker consists as much of orchestrating the external negotiation as of maintaining the internal balance. That of the lawyer is to supervise rollovers, management packages, retention clauses, taxation of founders and future governance. In some deals, maintaining internal alignment is almost more demanding than convincing the acquirer.
As for the price, it is not a fixed multiple but the projection of an industrial future. Two buyers can offer radically different levels for the same company: a financial player will prioritize the quality of revenues and operational efficiency, while a corporate will value technology, commercial acceleration or reduction of time-to-market. In scale-up sales, it is the ability of the asset to reconfigure the trajectory of the buyer that really determines the value.
