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. We assess its relevance and the consistency of its preparation.
- Assessing normative performance: Analysing historical performance and identifying non-recurring items in order to ascertain underlying performance (normative earnings), identify financing needs (normative working capital and net debt) and confirm the potential for cash flow generation.
- Identifying the legal and 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.
- Reviewing asset and liability guarantee clauses.
- Advising you on price adjustment mechanisms.
- Advising you on the optimal tax structure for the transaction.
Whatever the transaction, our approach to acquisition due diligence is focused on providing you with the advice and support you need to make the key decisions with confidence and optimise the terms of the deal.
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 assist 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.
Financial diagnosis & business plan review
We carry out financial diagnostics in the context of specific client issues. For examples, we can review the use of funds invested in a project, analyse the underperformance of a portfolio, an investment or a production unit, and identify solutions to rectify such issues.
We can also offer an independent review of your business plan and the main underlying assumptions, in the context of the creation of a new company, a new activity, or a strategic review.
In all our financial diagnostic projects and business plan reviews, we take an independent, financial expert's view so you have the information and confidence you need to act.
In addition to advising on live transactions, our teams have extensive experience in supporting with price adjustment clauses and the review of closing financial statements after a deal has been completed.
We perform detailed analysis of post-acquisition performance to determine the result of clauses in an SPA, such as earn-outs and liability guarantees, or more generally to review post-acquisition performance.
We can assist you with:
- Interpreting and enacting price adjustment clauses and other post-completion mechanisms defined in the SPA.
- Assisting you with disputes regarding post-completion adjustments, in conjunction with our litigation and arbitration experts. (add link)
- Preparing and managing financial information post-completion, for example by preparing opening balance sheets, harmonising accounting principles or evaluating actual vs forecast performance.