Buy-side due diligence
When considering a potential deal, you must evaluate all pertinent parameters of the investment. You need an unbiased financial due diligence to analyse the target's information in depth and understand all the financial, commercial, operational and strategic issues that underlie a deal.
We understand your priorities. With our expertise in the local market, we're fully aware of the issues specific to your business environment and we'll take a business-driven approach during our analysis. We’ll set our scope around value drivers that address risks/weaknesses and seize opportunities/strengths.
We enhance your understanding of the target business and therefore take you closer to a successful deal.
Moreover, we're used to be part of large client teams, alongside lawyers, technical and lead advisors, so we understand the close co-operation required to close a deal. We’ll provide a one-stop solution and coordinate all advisors' input.
Vendor due diligence
Many vendors fail to achieve the highest possible price or proceeds for the business to be divested. Why? Most of the time because the disposal process is not well prepared.
VDD is a comprehensive due diligence on the business to be sold or on funds proposed for an increase. This is commissioned by the vendor (seller) at the beginning of the sale or the fund-raising process.
Our specialists will avoid you 'late surprises' and the risk of value destruction during 'buy-side' due diligence.
We focus on your needs and show you the current opportunities and risks of your business from a potential buyer's point of view. This reduces uncertainties and enables potential buyers to submit better structured and more attractive bids.
A VDD allows the seller to control the overall process (i.e. quality and confidentiality of the data provided), identify and anticipate the key points/issues of the transaction, as well as to prepare the replies/arguments and/or to adapt the perimeter of the company/the assets to be sold.
We issue a detailed, clear and objective report on the company/the assets to be sold. We participate actively to the management presentations, assist in negotiation strategy and share purchase agreement drafting.
Don't have enough time for due diligence? Do you have a specific scope of work in sales processes? At PwC, we give you the assistance you need.
Our teams of experts are ready to:
- Review and analyse the data room information prepared by the vendor.
- Put together a consistent, objective and high quality set of data, easy to exploit.
- Identify the potential risks/benefits and develop resolving/improvement strategies.
- Manage the data room process and assist in answering the questions of potential investors.
- Attend management meetings and help with their preparation.
- Help you prepare share purchase agreement ("SPA") or shareholders agreement ("SHA"), with legal advisors incorporating financial and tax issues.
Failure to evaluate the costs of operational separation and prepare clear terms for transition can lead to an under-priced deal and leave buyers and vendors exposed to significant unforeseen costs.
We help you prepare and implement robust, executable and cost-efficient arrangements for carve-out, transition and hand-over.