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Why an integrated due diligence strategy is key to M&A success

Article

A third-party due diligence report is a fundamental component of any M&A transaction, providing private investors and lenders with critical insights to make informed decisions.

While a financial due diligence review is often the first step in a well-orchestrated and comprehensive acquisition process, adopting an integrated approach to due diligence helps enhance overall transaction execution, especially in today’s uncertain market environment.

What is integrated M&A due diligence?

Integrated due diligence is a methodical approach to evaluate the risks and opportunities in M&A transactions that combines various due diligence processes, such as financial, legal, and operational, into a single, streamlined analysis. This holistic view plays a significant role in improving a firm’s ability to create value, mitigate risks, and ensure more effective decision-making in mergers and acquisitions.

Integrated due diligence, when executed properly, can unlock hidden value in your M&A transaction by:

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Uncovering potential red flags, blind spots, and risks that may impact deal valuation.
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Challenging the sustainability of operations and earnings and validating the investment thesis.
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Using facts identified during diligence as negotiating leverage.
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Reducing the time and expenses associated with assessing a target through siloed analysis.
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Improving relationships between the companies involved in the transaction by setting clear expectations.

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5 trends impacting due diligence for mergers and acquisitions

Increasingly, private investors and lenders need to navigate complex trends at both the macro and microeconomic levels that can impact investment outcomes. Understanding these multi-layered factors is crucial to identifying viable investment opportunities and avoiding potential pitfalls.

Here are five pressing trends to evaluate within the scope of integrated due diligence activities:

Inflation is persisting longer than initially anticipated and core input prices remain sticky, driven by structural changes. As the basis for due diligence is historical data, relying on past performance alone may not be indicative of the future. This calls for increased vigilance around expense trends and more objectivity around potential synergies.
With ongoing inflationary pressure, interest rates are also likely to remain elevated longer. While we anticipate interest rates will decrease in the coming months, we don’t expect the ultra-low levels previously experienced. As a result, financing costs will remain elevated and the margin of error on potential transactions will be lower.

Higher interest rates also result in increased opportunity costs. As capital becomes more expensive, the consequences of poor investment decisions are more pronounced. Investors and lenders need to weigh their decisions more thoroughly, giving consideration not only to a potential acquisition or investment but also to alternative investment options.

Economic uncertainty remains a key concern in the transaction space, including structurally induced inflationary pressures, less accommodative monetary policies, and looming growth and recession risks. Geopolitical conflicts add a further element of uncertainty. Investors and lenders need to carefully consider these macro trends and their impact on business-specific risks.

As technological advances continue to accelerate, digital transformation warrants careful consideration from investors and lenders. It’s important to evaluate not just the need for additional investment in technology and training but, more critically, the impact technological change can have on competitiveness. Increasingly, investors and lenders will need to consider a company’s ability to successfully navigate the coming technological wave and maintain its strategic advantage.

Stakeholders, including lenders and other capital providers, are scrutinizing investment decisions more closely and tolerating less risk. This amplifies the trends discussed above as stakeholders expect better risk mitigation and investment performance while key decision-makers face greater uncertainty. As a result, investors and lenders need to reduce information gaps to optimize decision-making.
A well-executed approach to due diligence considers these trends to gain valuable information, helping to support a fair purchase price and ensure appropriate indemnities and representations are included in the purchase agreement.

A well-executed approach to due diligence considers these trends to gain valuable information, helping to support a fair purchase price and ensure appropriate indemnities and representations are included in the purchase agreement.

Core focus areas of the financial due diligence process

Financial due diligence lays the groundwork for a comprehensive integrated due diligence process. Unlike a standard audit, financial due diligence examines beyond past financial records—it also sets out to uncover any potential and projected risks and opportunities that could impact the target company's value.

A typical financial due diligence engagement focuses on the following key areas:

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Quality of revenue and earnings:
Understanding the drivers of revenue and earnings, and the sustainability of normalized earnings into the future. Our approach provides an understanding of how and why revenues, earnings, and profitability have changed over time.
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Working capital:
Understanding the “normal” level of working capital required by the business, as well as historical working capital management practices.
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Net debt:
Identifying both on- and off-balance sheet debt and debt-like items, and their impact on the enterprise value.
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Quality of financial reporting:
Understanding how the business’s reporting systems collate financial information and how the quality of financial information may impact deal metrics.

At BDO, we meticulously address each of these areas to provide a detailed and accurate picture of the target company’s financial health, both current and projected. Our approach to due diligence is designed to set the foundation for informed decision-making and provide a solid base for strategic business transactions.

Due diligence consulting: Our integrated approach to creating deal value

Our Transaction Services team has deep knowledge and experience in executing integrated due diligence mandates for both buy- and sell-side transactions. We perform a critical analysis of a target company’s financial and operational performance through an in-depth assessment of the underlying value drivers and unique risks for each transaction.

Leveraging our diverse team and deep market knowledge, our integrated approach goes beyond the numbers to uncover the real story behind the figures.

We collaborate closely with all stakeholders and ensure the entire due diligence process is conducted effectively. Our proprietary applications, industry expertise, structured approach, and open communication work together to ensure key risks are flagged on a real-time basis.

Our suite of integrated due diligence services includes:

  • Enhanced financial due diligence through deal analytics
  • Tax due diligence
  • Market and commercial due diligence
  • Operational due diligence
  • IT due diligence
  • ESG due diligence
  • Investigative due diligence
  • Legal due diligence

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