There is mutual interest and preliminary agreements have been made. Now comes the crucial point: the buyer has the ambition to buy all or some of the assets and, under common law, the purchase-sale is valid when there is agreement between price and object. The objects of the transfer in an asset deal are all isolated assets. They each follow their own set of rules regarding purchase and sale or contribution and opposability to third parties, making careful identification of the object of the sale essential.
Because you do not have to take over/sell the entire company but only the components that you wish to take over/sell, you can, in other words, do some cherry-picking by buying only the assets that you are interested in as a party. So as a buyer, you know very well what you want to buy but a due diligence is still required. Compared to a share deal, this due diligence is more limited overall and has a different focus. But the analysis of what the target company, and more specifically the assets thereof, looks like is also strongly recommended in an asset deal.
