M&A Academy: 6. Due Diligence

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Step 1: Preparation

1. Preparation

Preparing for the acquisition of a company involves organising all resources and defining key objectives. This ensures that the acquisition process is efficient and aligned with the strategic goals of the acquiring company. This includes clarifying the objectives of the acquisition, such as market expansion, product diversification or integration of new technologies. It is essential to organise the financial, human and operational resources needed to carry out the acquisition, ensuring that everything is in place for an effective integration.

2. M&A Strategy

The mergers and acquisitions (M&A) strategy defines the approach and criteria for selecting companies to acquire. The strategy should consider the long-term vision of the company, such as its growth and expansion objectives, and use specific criteria to evaluate and select target companies. These criteria may include financial, operational, strategic and cultural factors.

Step 2: Negotiation

3. Target analysis

Target analysis involves identifying and evaluating companies that could be acquired. This analysis considers financial, operational and strategic factors. This analysis begins with the identification of candidate companies that align with the strategic objectives of the acquiring company. Criteria used to evaluate these companies include their financial health, operational capability, market position and growth potential.

4. Business valuation

Valuing the potential business is crucial to determine a fair purchase price. Different methods are used to estimate the economic value of target companies. This process must consider factors such as current and projected revenues, assets and liabilities, and growth potential. Accurate estimation of the economic value of target companies allows the acquiring company to negotiate in an informed manner and ensure that the acquisition is financially viable and strategic.

5. Negotiation & LOI

Negotiation and the letter of intent (LOI) are critical steps in the procurement process. During negotiation, the terms of the acquisition are discussed and agreed, covering aspects such as the purchase price, payment terms, and any contingencies or warranties. The LOI formalises the buyer's interest and sets the basis for the final agreement, detailing the preliminary terms and conditions agreed.

Step 3: Due Diligence and closing

6. Due Diligence

Due diligence is a thorough review of the target company to confirm its financial, legal and operational status. This process is crucial to identify risks and opportunities. During due diligence, all aspects of the company are reviewed, including its financial statements, contracts, intellectual property, and any other relevant factors.

7. Closure and contracts

In the closing phase, the contracts necessary to formalise the acquisition are finalised and signed. This step concludes with the transfer of ownership and the fulfilment of the agreed conditions. It is essential to ensure that all legal documents are in order and that all necessary steps are followed to formalise the deal, including the signing of confidentiality agreements and the transfer of assets.

8. Integration / post closing

Post-closing integration involves combining the operations and cultures of both companies to maximise synergies and value. It is an ongoing process that requires effective planning and management. This process is ongoing and requires effective planning and management to ensure a smooth transition. Integration can include operational process alignment, technology systems integration, and cultural change management. It is crucial to establish a detailed integration plan, assign clear responsibilities and maintain open and transparent communication with all employees and stakeholders.

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