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Exclusivity

M&A / Merger Model

A period in which the seller agrees to negotiate with one bidder only, trading competitive tension for speed and certainty.

Granting exclusivity ends the auction. The seller commits to deal with a single party for a defined window, usually four to eight weeks, while that bidder completes confirmatory diligence and negotiates final documents.

It is a genuine trade. The seller gives up its main source of leverage, since the remaining bidders disperse and are hard to reassemble, in exchange for a counterparty willing to spend real money finishing the work.

That is why the risk is a late price chip. Once exclusive, a bidder that finds a problem knows the seller has no immediate alternative, so sellers resist granting it until financing is committed and diligence is nearly complete.

Sellers protect themselves with structure: short windows, milestone conditions, break fees, and sometimes keeping a second bidder warm without formally continuing the process.

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