Envía tu carta de intención, term sheet u oferta de adquisición. Nuestra IA analiza cada cláusula en 2 minutos: valoración, earn-out, no competencia, garantías, lo que es estándar, lo que no, y qué negociar. 149 €. Un análisis. Sin suscripción.
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DealScout Analysis — LOI Review Company: SaaS B2B · €2.1M revenue Offer: €4.2M (2× revenue multiple) Analyzed: May 2026 ━━━━━━━━━━━━━━━━━━━━━━━━━━ VALUATION ASSESSMENT Offer: €4.2M · 2× revenue multiple Market range: 2.5×–4× for B2B SaaS Verdict: ⚠️ BELOW MARKET Estimated fair value: €5.25M–€8.4M Negotiation upside: €1.05M–€4.2M ⚠️ 4 CLAUSES TO NEGOTIATE ① Earn-out: 40% of price (€1.68M) tied to 3yr targets — unusually high. Market standard: 15–25%. → Negotiate: reduce to 20% max. ② Non-compete: 5 years, worldwide — excessive. Standard: 2–3 years, regional scope. → Negotiate: 3 years, EU only. ③ Warranty period: 5 years — above standard (2–3 years). → Negotiate: 3 years maximum. ④ Price adjustment: no cap on working capital adjustment — exposes you to unlimited downside. → Negotiate: cap at €150,000. 💬 YOUR COUNTER-POSITION "We welcome the offer and are committed to completing this transaction. We'd like to propose the following adjustments before proceeding..." ✅ RECOMMENDATION Counter at €5.8M with earn-out capped at 20% on 2yr targets.
2 min · Análisis entregado
149 € · Pago único
6 idiomas · Disponibles
100 % · Confidencial
Problem
M&A advisors charge €500/hour. Most SME owners can't afford the advice they need most.
Earn-out structures, working capital adjustments, warranty caps, non-compete scope — these clauses can cost you hundreds of thousands. Most SME owners sign LOIs without fully understanding what they're committing to.
Average value lost by SME owners who sign without proper analysis: €180,000. Source: French M&A mid-market data, 2025.
A proper LOI review from an M&A lawyer costs €2,000–5,000. A financial advisor adds another €3,000–10,000. For a €500,000 deal, that's 2–3% in fees — before the deal even closes. DealScout gives you the same analysis for €149. In 2 minutes.
M&A legal review: €2,000–5,000. DealScout: €149. Same analysis. 2 minutes.
Earn-out conditions that are nearly impossible to hit. Non-competes that lock you out of your own industry for 5 years. Warranty periods that expose you to claims years after you've moved on. DealScout finds them all — before you sign.
3 out of 4 LOIs contain at least one clause that is above market standard. Most sellers never notice.
How It Works
After payment, you receive a simple secure form by email. Paste your LOI, term sheet, or acquisition offer. Add a brief context note. No formatting needed.
Our AI reads every clause, compares against M&A market standards, flags what's above, below, or at market, calculates your financial exposure on each point, and identifies your negotiation leverage.
A complete M&A analysis lands in your inbox as a PDF. Clause by clause. Risk by risk. Counter-position drafted and ready. Share it with your accountant or lawyer to accelerate the process.
Scope
DealScout analyses every critical element of your M&A document — so you know exactly where you stand.
Is the offer price fair? We benchmark the proposed multiple against sector comparables and recent transactions. You'll know if you're being undervalued — and by how much.
Earn-out percentage, target metrics, measurement period, payment conditions. We flag unrealistic targets and above-market structures — and give you the counter-proposal.
Duration, geographic scope, sector restrictions. A 5-year worldwide non-compete can lock you out of your own industry. We flag it and tell you exactly what to counter.
Warranty scope, duration, caps, carve-outs, and basket thresholds. We identify clauses that expose you to unlimited or long-term liability — and what the market standard is.
What conditions must be met before the deal closes? We identify conditions that give the buyer excessive exit options — or that are structurally unfair to you.
How is working capital defined? Is there a cap on the adjustment? An uncapped working capital clause can reduce your final proceeds by hundreds of thousands.
How long are you locked in? What happens if the buyer walks? We flag exclusivity periods that give the buyer too much leverage — and suggest reciprocal protections.
Stay-on requirements, consulting periods, employment conditions post-closing. We flag terms that tie you to the business longer than intended — or at below-market compensation.
Sample Analysis
Professional. Confidential. Actionable.
DealScout M&A Analysis Report Document: Letter of Intent Company: Retail chain · 8 locations · Lyon Offer price: €3,200,000 Revenue: €4.8M · EBITDA: €480,000 Analyzed: May 2026 ━━━━━━━━━━━━━━━━━━━━━━━━━━ VALUATION ASSESSMENT Offer: €3.2M · 6.7× EBITDA Market range (retail, 8 units): 5×–8× EBITDA Verdict: ✅ WITHIN MARKET RANGE Fair value estimate: €2.9M–€4.6M Position: Lower-mid range — room to negotiate ⚠️ 5 CLAUSES ABOVE MARKET STANDARD ① Earn-out: 35% of price (€1.12M) tied to 3yr EBITDA targets. Market standard: 15–20% on 2yr targets. Financial exposure: up to €640,000. → Counter: 20% on 2yr EBITDA, floor 80%. ② Non-compete: 5 years, nationwide — standard is 3 years, regional. → Counter: 3 years, Auvergne-Rhône-Alpes. ③ Warranty period: 7 years — standard is 3–5 years for retail. Tax warranty standard: 5 years. → Counter: 5 years, tax only. ④ Working capital: no cap on adjustment — exposes you to unlimited downside. → Counter: cap at €120,000 (2.5% of EV). ⑤ Exclusivity: 120 days — excessive. Standard: 45–60 days. No break fee if buyer walks. → Counter: 60 days + €50,000 break fee. ✅ 2 STRONG POINTS ① Deferred payment: only 10% deferred — below market (usually 20–30%). Favourable. ② No management stay-on requirement — clean exit terms. Favourable. 💬 YOUR COUNTER-POSITION "We're pleased to receive this offer and are committed to a successful closing. Before proceeding to exclusivity, we'd like to align on five points that we believe are above market standard..." [Full counter-proposal text included in your PDF — 4 paragraphs, ready to send] ✅ RECOMMENDATION Counter at €3.5M with earn-out capped at 20% on 2yr EBITDA. Reduce exclusivity to 60 days with a €50,000 break fee. ━━━━━━━━━━━━━━━━━━━━━━━━━━ ⚠️ For informational purposes only. Not legal or financial advice.
Testimonials
“I received a LOI that looked great. DealScout flagged an earn-out structure tied to targets I would never hit and a non-compete that would have locked me out of the sector for 5 years. I negotiated both. Added €280,000 to my final proceeds.”
Thomas R. · Founder · SaaS B2B · Paris
+€280,000 negotiated · Non-compete: 5yr → 2yr
“My accountant said the offer looked fine. DealScout found an uncapped working capital adjustment that could have cost me €190,000. For €149, it was the best money I spent in the entire process.”
Marie L. · CEO · Distribution PME · Lyon
€190,000 exposure identified · Clause capped in negotiation
“I use DealScout on every LOI I send and every LOI I receive. It takes 2 minutes and tells me exactly where the deal is strong, where it's weak, and what the other side will push back on.”
James K. · Acquirer · UK
Used on 8 deals · Average negotiation improvement: 12%
Pricing
€149 for a complete M&A analysis. Less than 20 minutes of M&A legal fees. More actionable than most of them.
Single Plan
€149
One-time payment · No subscription · No account required
Secure payment via Stripe · 100% confidential · PDF delivered by email · No account needed
Included
⚠️ DealScout analyses are AI-generated and provided for informational purposes only. They do not constitute legal, financial, or M&A advisory services. We strongly recommend engaging qualified legal and financial advisors before signing any M&A document.
FAQ
Letters of intent (LOI), term sheets, heads of terms, acquisition offers, share purchase agreement drafts, asset purchase agreement drafts, and any other M&A document you need analysed before signing. Paste the text directly — no file upload needed.
After payment, you receive a secure form by email. Paste your document and add a brief context note (company type, sector, deal size). Our AI analyses every clause, benchmarks against M&A market standards, flags your exposure on each point, and drafts your counter-position. Results delivered as PDF in under 2 minutes.
No. DealScout provides informational analysis — not legal, financial, or M&A advisory services. Our analysis gives you clarity, benchmarks, and negotiation language. We strongly recommend engaging qualified legal and financial advisors before signing any M&A document.
Yes. Your document is processed securely and never stored, shared, or used for any purpose beyond generating your analysis. DealScout is fully GDPR compliant. We treat every submission with the same confidentiality you'd expect from a professional advisor.
DealScout delivers its analysis natively in English, French, Spanish, German, Italian, or Portuguese. You choose your language after payment. All languages are supported at the same quality level.
Yes. €149, once, for one analysis. No subscription. No recurring charge. No hidden fees. If you need another analysis, you simply purchase again.
Yes — and we encourage it. The PDF is designed to be shared with your professional advisors. It gives them a structured starting point and saves them hours of review time.
Final CTA
149 €. 2 minutos. Tu análisis M&A completo, con contraoferta incluida.