Whether buying or selling a business due diligence is a critical process that allows you to resolve any issues before they become roadblocks to a successful transaction. Knowing what the potential red flags are early in the process gives you the chance to get ahead of the problem and find a solution. Due diligence also ensures you have a clear vision of what lies ahead in the transaction process.

Our team uses a balanced financial, commercial and cash-focused approach to due diligence, which looks to highlight key transaction risks and value drivers, and identify how to mitigate issues.

We work with you from the initial scoping to ensure key deal sensitivities are the priority, identifying and evaluating issues that may impact purchase price. To ensure transparency, we communicate ongoing findings with you throughout the due diligence process. This enables you to refine your deal assessment throughout the process, develop risk mitigations strategies and raise material items in contract and price negotiations.

Most importantly, we cut through complex information to identify key issues quickly so that you can make informed, confident decisions. Our commitment to the hands-on involvement of senior, experienced professionals in the engagement team gives you a competitive edge and assurance around the integrity of the numbers.

Our due diligence reporting helps clients assess:

• quality and sustainable revenue, earnings and cash flows;
• business drivers and trends in profitability;
• forecast processes and underlying assumptions;
• post-acquisition synergies and integration opportunities;
• carve out issues and standalone cost structures;
• quality of assets and extent of judgemental/contingent liabilities;
• current and forecast working capital and capital expenditure requirements;
• most appropriate purchase price completion adjustment;
• quality of the audit/reliability of source data; and
• key deal issues and optimal negotiation and risk mitigation strategies.

In our experience, transaction success is based on a clear plan, speed of execution and ensuring accountability.

Even the most seamless, successful transactions demand a solid implementation strategy to achieve their goals. Combining two (or more) organisations, or separating a business unit takes a significant amount of consideration, energy and planning to effect – and the implementation strategy is a key piece of the puzzle.

Our experts work with your internal stakeholders to define how an integrated or separated business will operate and develop a comprehensive implementation plan to get there, drawing on our broad experience and proven transition methodologies.

We will work with you across the following key stages:

• Planning the end state and what is required to get there
  • Identify desired end state
  • Develop day 1, day 100 and long-term plans
  • Provide a structured approach reflecting lessons learned from previous transactions
• Project management framework and accountability
  • Provide a structured approach to project management
  • Supplement team skills and resources
  • Implement a well-tested methodology
• Execution of additional resources to support management
  • Provide support to implement the plan
  • Relieve demands on management to allow focus on the business

Clients can maximise the value of their businesses held for sale by getting an independent assessment of the company “through the eyes of a buyer.” Our team achieves this objective view by prioritising the identification of issues which could have a material impact on risk or value. Early awareness of these potential issues gives you time to develop strategies to realise additional value and minimise risk.

Pre-sale due diligence brings an independent and balanced fact-based assessment of material deal drivers which will meet the rigour of bidder due diligence and enhance transaction management. This is accomplished with a number of key steps, outlined below.

• Maintain competitive tension
  • Keep vendor in control of the process
  • Increase competitive tension by reducing bidder advisory costs, which can encourage multiple bidders through to final bid/SPA signing date
  • Provide better quality information to support higher, less conditional bids
• Maximise ongoing business performance
  • Vendor management team retains primary focus on business performance
  • Maximise value/minimise value erosion by leveraging business performance during the sales process
• Maintain “no surprises” approach
  • Identify and analyse key deal issues early
  • Get advance notice of the issues, providing more time to mitigate with the most appropriate solution(s)
  • Vendor controls the release of this key information to bidders to maximise value/minimise value erosion
• Keep up the momentum and meet the timetable
  • Draw upon our existing transaction, specifically sell-side, expertise
  • Benefit from the commitment and continuity of our key team members for the duration of the sale process

A well-managed process is a key factor in delivering value from a transaction and having a clear strategy and objectives from the outset is critical.

With collective experience across hundreds of transactions, our team provides the structure and insight to coordinate and support any transaction process. We offer timely and independent assistance during all stages of a transaction to ensure you are best placed to enter negotiations strategically with the end game in mind.

Starting from the beginning, we help you set transaction objectives and strategy, and work with you in the day-to-day management of the transaction process, enabling your key management to focus on the business.

Taking a “no surprises” approach, we manage the data room, due diligence and Q&A processes, ensuring consistent dissemination of information. We formulate and assess offers based on an understanding of key value drivers and assist in the negotiation of key commercial terms, including working capital and other purchase price adjustment mechanisms.

We work with legal advisers to identify the scope of commercial, financial and accounting warranties and indemnities, and support negotiations in the post-closing adjustments.

Valuations are often subject to detailed reviews from various stakeholders such as shareholders, regulators, auditors and the courts. This makes it essential that the valuation methodologies and approaches, quantitative and qualitative analysis and research, and supporting documentation can withstand close scrutiny.

Our valuations specialists provide objective and reliable advice on price setting for a merger or acquisition, strategic and growth planning, restructuring, succession planning and financial reporting. We are also adept at assessing the tax impact of a transaction, or for litigation purposes.

Our tailored and solution-focused approach applies our in-depth knowledge of, and ongoing exposure to, a vast range of industries. The valuations team specialises in providing independent, robust and well-documented valuations for:

• businesses and equity interests for a range of purposes, including financial reporting, tax compliance and transactions;
• economic loss and damages estimation calculations;
• shareholder disputes;
• consulting expert reports;
• class action claims analysis;
• synergy and value-based strategic analysis for merger and acquisitions or corporate strategy purposes;
• intangible assets, including pre-deal EPS impact of acquired intangible assets;
• purchase price allocations for business combination, financial reporting and tax compliance purposes;
• financial derivatives;
• Independent Expert Reports, including for takeovers, mergers, capital raisings and related party transactions; and
• impairment testing.