Due Diligence

Due diligence

Acquisition due diligence

We analyse areas of financial and tax risk and reward to optimise the contractual and financial terms of your external growth project.
We will provide you with commercial, practical and tailored advice to address the challenges and specificities of your acquisition. At all times, we work in close collaboration with your teams and advisors.

We can support you with:

  • Assessing the quality of the information used to determine the price: Analysing the financial data and other information provided by a seller.
  • Assessing normative performance: Analysing historical performance and identifying non-recurring items in order to ascertain underlying performance (normalised earnings), identify financing needs (normalised working capital and net debt) and confirm the potential for cash flow generation
  • Identifying the tax risks related to the transaction: Analysing the target’s tax position and understanding its relationship with the tax authorities and any consequences for the transaction. In addition, in conjunction with legal advisors, we analyse the legal aspects of the transaction (contracts, litigation, etc.)
  • Challenging the consistency of forecast assumptions: Analysing the business plan and other financial forecasts and comparing their assumptions with historical performance
  • Securing the financial and tax clauses of acquisition contracts:
    • Supporting you in negotiating and drafting the financial clauses of acquisition contracts (SPA), in particular the definition of the financial terms used to determine the price
    • Advising you on price adjustment mechanisms
    • Advising you on the optimal tax structure for the transaction

Vendor due diligence & vendor assist

We analyse the main areas of risk, anticipate potential difficulties, and prepare your business for a disposal process.
We provide you with comprehensive, tailored support to give your disposal project the best chance of success. Working in close collaboration with your teams and advisors, we anticipate the potential pitfalls of your project and prepare analyses to make the deal run smoothly when third parties are eventually involved.

We can support you with:

  • Presenting an independent view of the business: Summarising the specifics of your business in a way that is understandable for potential buyers
  • Anticipating the points of negotiation and limiting their impact: Identifying the main areas of potential risk and preparing responses to ensure they do not hinder the deal process and have the smallest possible impact on value
  • Providing buyers with a level of comfort to facilitate the process: Presenting buyers with a vendor due diligence report to assist them in their initial decision making
  • Accelerating the disposal process: Controlling the pace of the process with you and your team, while respecting the confidentiality of the transaction
  • Limiting the impact of the project on the day-to-day running of your business: Supporting you throughout the transaction by organising the data room and working with your teams on the question and answer process

Our VDD approach is focused on optimising your sale process by ensuring full control, reducing the duration of negotiations, and maximising the value of the asset.

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