AI M&A Analysis · €149 · One-time
Submit your letter of intent, term sheet, or acquisition offer. Our AI analyses every clause — valuation, earn-out, non-compete, warranties, what is standard, what is not, and what to negotiate. €149. One analysis. No subscription.
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DealScout Analysis — LOI Review
Company: SaaS B2B · €2.1M revenue
Offer: €4.2M (2× revenue multiple)
Analyzed: May 2026
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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. → 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. → Negotiate: cap at €150,000.
💬 YOUR COUNTER-POSITION: We welcome the offer and are committed to completing this transaction. We would like to propose the following adjustments before proceeding...
✅ RECOMMENDATION: Counter at €5.8M with earn-out capped at 20% on 2yr targets.
Analysis delivered
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M&A advisors charge €500/hour. Most SME owners cannot 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 are 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 is 2–3% in fees before the deal even closes. DealScout gives you the same analysis for €149.
M&A legal review: €2,000–5,000. DealScout: €149. Same analysis.
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 have 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.
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.
⚡ 5 minutes to submitOur AI reads every clause, compares against M&A market standards, flags what is above, below, or at market, calculates your financial exposure on each point, and identifies your negotiation leverage.
🤖 AI-powered analysisA 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.
📬 PDF delivered by emailDealScout analyses every critical element of your M&A document — so you know exactly where you stand before you negotiate.
Enterprise value, revenue multiples, EBITDA multiples, asset vs share deal structure. Is the offer fair? What is the market range for your sector?
Earn-out percentage, target metrics, measurement period, dispute resolution. What percentage is at risk? Are the targets realistic?
Duration, geographic scope, activities covered, penalties. Is it standard? Is it enforceable? What are you giving up?
Warranty scope, indemnity caps, basket and de minimis thresholds, survival period. What are you liable for after closing?
Target working capital, measurement methodology, adjustment cap or floor. Are you exposed to an uncapped downside?
Regulatory approvals, MAC clauses, financing conditions, third-party consents. What can kill this deal?
Key person clauses, retention bonuses, handover period, good leaver/bad leaver provisions. What are you committed to after closing?
Exclusivity period, long-stop date, break fees. Are you locked in? What happens if the deal falls through?
“I was about to sign a LOI with a 45% earn-out on 3-year targets. DealScout flagged it immediately — market standard is 15-25%. I renegotiated to 20% on 2-year targets. That is €280,000 more in certain cash at closing.”
€280,000 recovered · Earn-out renegotiated
“The non-compete in my LOI covered 5 years worldwide. I would have been locked out of my own industry globally. DealScout caught it. Now it is 3 years, EU only.”
Non-compete: 5yr worldwide → 3yr EU
“Our M&A lawyer charged €3,500 to review the same document. DealScout gave me the same red flags for €149, the day before our meeting. I walked in prepared.”
€3,351 saved · Same analysis
€149 is less than one hour of an M&A lawyer — and you get a complete clause-by-clause analysis with counter-position drafted.
DealScout Analysis
€149
one-time · no subscription
After payment, you receive a secure form by email within 5 minutes. Paste your document. Your complete M&A analysis and counter-position will be delivered as PDF by email.
M&A lawyer LOI review: €2,000–5,000. Financial advisor: €3,000–10,000. DealScout: €149. Complete analysis.
⚠️ DealScout analyses are AI-generated for informational purposes only. They do not constitute legal or financial advice. For complex transactions, always engage qualified M&A advisors.
Any M&A document in text form: letter of intent (LOI), term sheet, heads of terms, acquisition offer, share purchase agreement (SPA) for review, memorandum of understanding (MOU). Paste the full text — no formatting needed.
After payment, you receive a secure form by email within 5 minutes. Paste your document and add a brief context note. Your complete clause-by-clause analysis and counter-position are delivered as a PDF by email.
No. DealScout provides AI-powered analysis for informational purposes only. It does not constitute legal or financial advice. For complex transactions, always engage qualified M&A lawyers and financial advisors.
Yes. Your document is processed securely and never stored or shared. We do not retain your M&A documents after the analysis is generated.
English, French, Spanish, German, Italian, and Portuguese. You can submit documents in any language and receive your analysis in your preferred language.
Yes. €149, once, for one complete analysis. No subscription. Each new document requires a new analysis.
€149. One complete M&A analysis. Counter-position drafted. Delivered by email.
Analyse My Deal — €149 →✓ One-time · ✓ PDF by email · ✓ 6 languages · ✓ 100% confidential · ✓ No subscription