HEGA Acquisition Model™ — Equity-Performance Guarantee & Clinic Buyout Program

This document explains, in full and practical detail, how Diguct acquires clinics under the HEGA Acquisition Model™ — the guaranteed “grow-or-acquire” pathway for high-performing injection aesthetic clinics. It covers the promise, eligibility, measurement and sprint mechanics, valuation and acquisition mechanics, legal/financial protections, post-acquisition integration, timelines, exceptions, and practical checklists you’ll need to move forward.
Quick summary: We run a robust 6-week sprint to validate growth levers. If agreed KPIs (e.g., CLV:CAC uplift, revenue/profit milestones) aren’t reached within the sprint or within the full commitment roadmap (6/9/12 months), and the pre-agreed conditions were met, Diguct will offer either a full acquisition, a hybrid equity buy-in, or other agreed remedy at a valuation method previously documented in the SOW (SDE or EBITDA based). The acquisition mechanics are pre-negotiated, tightly documented and executed under strict confidentiality and professional due diligence.1. Core proposition & guarantee
Core proposition:
Diguct’s HEGA model is a performance-backed equity program: we implement our Scalable Growth System (SGS). If we do not hit the agreed profit milestone or uplift metrics within the agreed timeframe (6, 9 or 12 months), Diguct will acquire or buy into your clinic under pre-agreed valuation mechanics based on SDE or EBITDA, or execute an alternative remedy described in the SOW.
Not a marketing contract: This is not a typical marketing service. It’s a growth partnership with a built-in buyout safety net for owners who want maximum upside and downside protection.
Pre-agreement requirement: The acquisition trigger, valuation methodology (SDE or EBITDA), calculation formulas, baseline period and exact KPIs must be documented and signed in the SOW/Term Sheet before the sprint starts.2. Definitions — short, precise
SDE (Seller’s Discretionary Earnings):
Owner-adjusted profits reflecting recurring operative earnings before owner salary, one-off expenses and discretionary items — commonly used for owner-operated clinics.
EBITDA: Earnings Before Interest, Taxes, Depreciation & Amortization — used for larger, multi-provider clinics and more formal corporate valuations.
CLV: Customer Lifetime Value (formula agreed in SOW).
CAC: Customer Acquisition Cost (formula agreed in SOW).
CLV:CAC ratio: Primary performance metric for many HEGA deals (target uplift typically 30% or as agreed).
Sprint: A 6-week rapid test that validates product/offer, funnel, conversion and implementation readiness.
Measurement Date: The agreed date for comparing baseline and post-sprint metrics.
LOI (Letter of Intent): Non-binding or binding document that outlines principal acquisition terms prior to full due diligence.
SPA (Share/Purchase Agreement): Definitive legal agreement for sale/purchase of equity/assets.3. Ideal Clinic Profile (ICP) — who we target
We work with clinics that generally meet these criteria (exceptions possible, but must be documented):
Core business: Injection aesthetic services (Botox, fillers, threads, PRP, skin boosters).
Revenue: Annual revenue typically between €500K – €5M; minimum monthly revenue typically €40K+ for HEGA attendance.
Profitability: Trailing 12-month SDE/EBITDA ≥ €100K and positive cash flow.
Infrastructure: At least one licensed injector, appointment/sales process, basic CRM or willingness to adopt SaaS.
Ownership: Owner-operated or investor-owned, willing to share docs for due diligence and enter good-faith negotiations.
Compliance: Clean legal history (no major unresolved litigation, regulatory sanctions or hospital/medical licensing issues).4. Acquisition structure & options
Diguct offers multiple acquisition exit options depending on clinic goals and results:
A. Full Buyout
Diguct purchases 100% of equity. Clinic ownership transfers; brand treatment (retain or rebrand) decided in LOI.
Standard closing mechanics include SPA, escrow for reps & warranties, possible earn-outs and transition services agreement (TSA).
B. Hybrid Equity Partnership (Partial Buy-In)
Diguct buys 30%–70% equity (tailored per clinic).
The owner may retain operational control or move to an advisory/earn-out role. Profit share, governance rights and non-compete spelled out in SPA.
C. Licensing / Franchise Path
Clinic becomes flagship within HEGA, with revenue/royalties, licensing fees, or franchise fees and network effects. Ownership may remain with the founder while Diguct licenses systems, brand and growth engine.
D. Earn-Outs & Contingent Payments
Purchase price may include an earn-out tied to future revenue, profit or KPI milestones. Earn-outs typically last 12–36 months with explicit measurement methodology.
E. Seller-Financed & Structured Deals
Option to structure part payment as deferred vendor loan, promissory note, or equity swap to align incentives and reduce cash burden.5. Valuation methodology — practical detail & worked examples
Valuation approach is agreed in the SOW prior to sprint. Typical ranges (indicative only; final multiple depends on growth, margins, systems, location, and risk):
SDE multiple (owner-operated small clinics): 2.0x – 5.0x SDERationale: Smaller owner-run clinics usually trade on SDE multiples; 2x for high-risk/low-growth, 4–5x for predictable, high-margin operations with scalable offers.
EBITDA multiple (larger clinics): 3.0x – 6.0x EBITDARationale: Larger, multi-provider clinics with corporate governance and recurring revenue command higher multiples.
Worked example — SDE:
Trailing 12-month SDE (normalized): €250,000
Agreed multiple: 3.5x
Indicative Enterprise Value: €250,000 × 3.5 = €875,000
Worked example — EBITDA + earn-out:
Trailing EBITDA: €300,000
Multiple: 4.0x → Base price €1,200,000
Structure: 80% cash at close, 20% in 24-month earn-out tied to revenue & CLV targets.
Key point: Multiples and adjustments will be documented in LOI and depend on working capital adjustments, net debt, non-recurring items, owner’s compensation normalization, and any needed capex.6. Pre-engagement → Sprint → LOI → Acquisition: Step-by-step
This section covers the full lifecycle from first interest to closing.
A. Pre-engagement / Qualification
Initial inquiry & ICP check (basic finance snapshot).
NDA signed (mutual confidentiality + data protection clause).
Intro call + preliminary docs request (revenue band, ownership, team, compliance).
B. Baseline setup & Onboarding
Sign SOW with explicit Guarantee clauses, measurement formulas, baseline period, and the chosen valuation method (SDE or EBITDA).
Deliver baseline data and grant access to CRM, ad accounts, accounting records, payment processors, and analytics per access checklist. Access must be provided at least 5 business days before Sprint starts.
C. 6-Week Sprint (performance test)
Week 0 (Preparation): Implementation plan, technical setup (pixels, server-side tracking, UTM standardization), creative plan, offers, and sales readiness checklist.
Week 1–2 (Rapid launch): Campaigns live, landing pages A/B tests, messaging optimization, appointment setter scripts, and sales training.
Week 3–4 (Scale & refine): Increase spend on high-performing hooks, optimize funnel leaks, close rate improvement, patient experience optimization.
Week 5 (Consolidate): Data reconciliation, CLV projection checks, and margin validation.
Week 6 (Measurement & Report): Diguct delivers the Measurement Report with raw data, calculations, attributions, and recommended next steps.
Deliverables each week include sprint dashboards, call recordings, creative assets, and meeting notes.
D. Measurement & Acceptance
Client has 7 business days to review Measurement Report; disputes go to independent audit if unresolved.
E. LOI (if acquisition path triggered)
If Guarantee triggers and client selects acquisition, or if both parties agree to pursue acquisition proactively after successful sprint, Diguct and the clinic sign a LOI/Term Sheet outlining price range, structure, exclusivity, and timelines (typically 30–60 days to sign LOI).
F. Due Diligence (30–60 days)
Financials: full P&L, balance sheet, tax returns, payroll, supplier contracts, leases.
Legal: licenses, regulatory compliance, insurance, ongoing litigation.
Commercial: customer lists, SOPs, supplier relationships, intellectual property.
Clinical: licensing of injectors, patient consent forms, adverse event history (handled under strict confidentiality).
G. Definitive Agreement & Close
Negotiate SPA, include reps & warranties, indemnities, purchase price mechanics, escrow/holdback, transition services agreement (TSA), employee matters and non-compete. Close generally within agreed LOI timeline (commonly 30–90 days depending on complexity).7. Due diligence detail — what we examine and why
Diguct’s acquisition DD focuses on four pillars:
Financial — Validate revenue sources, recurring revenue, seasonal patterns, refunds, chargebacks, margins, normalized owner compensation, and trailing 12 months SDE/EBITDA.
Operational — SOPs, inventory, supplier contracts, payroll, appointment booking systems, CRM health and data quality.
Clinical & Regulatory — Provider licensing checks, malpractice history, data on adverse events, marketing compliance with medical advertising rules.
Commercial/Customer — Retention metrics, LTV analysis, pipeline quality, reputation (reviews, social), and geographic market considerations.
Documents commonly requested: 12 months P&L and balance sheet, bank statements, VAT/tax filings, payroll, employee contracts, lease agreements, supplier contracts, patient consent templates, licensure evidence for injectors, and marketing/ad account access logs.8. Transaction mechanics — payment, escrow, holdbacks, reps & warranties
Payment mechanics: Cash at close, escrow retention (commonly 5–15% for reps & warranties), vendor finance, equity rollovers, or combination.
Escrow & holdbacks: Protect buyer from unknown liabilities; release schedule tied to indemnity caps and discovery windows (typically 12–24 months).
Representations & warranties: Standard statements regarding authority, valid licenses, financial statements accuracy, absence of undisclosed liabilities, data protection compliance, and clinical compliance.
Indemnities: Clauses specifying survival period and caps for seller obligations; insurance for legacy claims recommended.
Non-competes & employee matters: Usually reasonable geographic/time limits for sellers and buyout of restrictive covenants if required.9. Post-closing — integration, governance & performance management
Transition Services Agreement (TSA): Seller may stay on for a defined period to enable smooth transition (operations, supplier handover, training). TSA fees and scope documented separately.
Governance: For partial buy-ins, shareholder agreement sets out board seats, voting rights, vetoes for major decisions and KPI reporting cadence.
Operations: Implementation of Diguct’s standard operating playbooks (offer library, CRM automations, performance dashboards).
People & retention: Employee transfer plans, retention bonuses or earn-outs for key clinical staff, and clinical quality governance remain priority.10. KPI measurement, reporting cadence & data integrity
Primary KPIs: CLV:CAC, revenue growth, gross margin, conversion rate, appointment-to-treatment conversion, average order value, patient acquisition cost by channel.
Reporting: Weekly sprint dashboards during engagement, monthly C-suite performance pack during scaling phases, and quarterly board pack for aligned partners.
Data integrity: All KPI calculations must be auditable with source exports; UTM and attribution set-up are mandatory for accurate reporting.11. Exceptions, exclusions & material adverse events
Acquisition commitments are subject to exclusions similar to the refund policy:
Material misrepresentation or discovered fraud voids the Guarantee.
Regulatory revocation of key clinical licenses or catastrophic legal issues may nullify the pathway.
Force majeure or sudden legal bans on marketing channels may allow re-calibration of timelines or termination of the Guarantee.12. Tax, legal & regulatory considerations
Tax: Acquisition structure affects tax treatment (asset vs share sale). Sellers should consult a tax advisor to optimize capital gains, VAT implications, and cross-border tax effects (especially if the seller is non-EU resident).
Licensing & regulatory: Clinic transfers may require notifying local medical boards or health regulators and ensuring continuity of practitioner licensing.
Employee law: Transfer of undertakings and local employment protections apply in many jurisdictions; local counsel required.
Governing law: Acquisition legal documents will specify governing law (commonly Netherlands law for HEGA deals) and dispute resolution mechanism.13. Confidentiality, data protection & patient privacy
NDA first: Initial engagement begins with a mutual NDA.
DPA in DD: Any transfer of patient data requires a Data Processing Agreement and adherence to GDPR or local data protection law. Only aggregated/anonymised patient data shared pre-LOI unless explicit patient consent or legal basis is provided.
Patient confidentiality: All parties must preserve clinical confidentiality; do not include personal medical records in public due diligence docs.14. Risk allocation & protections (for sellers)
Escrow & indemnities protect buyers; sellers negotiate caps and baskets.
Warranties insurance (RWI) can be used to transfer some reps & warranties risk to an insurer.
Employee protections: Negotiated severance or retention programs for clinic staff where needed.
Transition support fees: If the seller provides continued services, those are fee-based under a TSA.15. Typical timelines (illustrative)
Qualification & NDA:
1–3 business days.
Baseline data provision & SOW sign: 5–10 business days.
6-Week Sprint: 6 weeks.
Measurement & audit window: 1–3 weeks.
LOI negotiation: 1–4 weeks.
Due diligence & SPA negotiation: 30–60 days (complex deals longer).
Close to transition: 0–30 days after SPA, depending on notice periods and regulatory filings.16. Documents checklist for sellers (what to prepare)
Financial & accounting
Trailing 12 months P&L, balance sheet, cash flow statements.
Bank statements, tax filings, VAT returns.
Owner’s payroll, discretionary expense list.
Operational
SOPs (booking, consent, inventory, supplier contacts).
Software logins and CRM exports (customers, bookings, revenue).
Marketing & ad account access with UTM history.
Legal & regulatory
Clinic and injector licenses, insurance certificates.
Lease agreements, supplier contracts, employment contracts.
Pending litigation or regulatory correspondence.
Commercial
Top customer lists (anonymised if needed), referral agreements, price lists.
KPI dashboards, historic conversion rates, refund/complaint logs.17. Frequently Asked Questions
(FAQs)
Q: Do I have to sell if the sprint fails?
A: No. You can choose a refund (if the SOW/Guarantee language provides it) or opt into acquisition negotiations. The trigger gives options, not an automatic forced sale.
Q: Is my patient data safe during due diligence?
A: Yes. We require NDAs and DPAs and follow GDPR or local law — patient-identifiable clinical records are shared only when legally permitted and under strict safeguards.
Q: Can I negotiate the valuation multiple?
A: Yes — multiples, earn-outs and structures are negotiated in the LOI; the SOW should state the initial agreed approach for transparency.
Q: What if I want to remain operating after sale?
A: Many sellers remain as operators, managers or advisors under employment or consultancy agreements. That arrangement is negotiable and often incentivized via earn-outs.18. Why this model works — strategic rationale
Alignment: Seller keeps upside (or exits at fair multiple) while Diguct is aligned to deliver measurable growth.
De-risked scale: Owners get a partner with skin in the game — Diguct’s capital, systems and operational capacity accelerate growth.
Franchise & roll-up optionality: Successful flagship clinics may become anchor assets for HEGA franchising or licensing.19. Legal disclaimers & recommended next steps
Not legal advice: This document describes Diguct’s intended model and mechanic

agreements (SOW, LOI, SPA, DPA). Consult qualified Dutch legal and tax counsel before signing.
Next steps for interested owners:
Request HEGA qualification call.
Sign mutual NDA + provide baseline snapshot.
Sign SOW with chosen Guarantee mechanics and start the 6-week Sprint.
Contact: [email protected]—Subject: “HEGA Acquisition Interest