Due Diligence
When you buy an asset or a company or invest in a major project, you need as much detail as possible about what you’re investing in. Our due diligence service investigates the attractiveness of an investment to help you understand what makes a transaction successful.
With a core team of 3,000 dedicated specialists in our transaction services business worldwide, we bring a unique combination of financial, commercial and operational insight to every deal. Our dedicated industry specialists across these disciplines deliver unparalleled knowledge to our clients as we navigate the deal process with them.
How we can help
We provide you with solid facts and our opinion on the merits of the deal, based on your decision criteria. Our work enables you to make a realistic and well-informed offer, or determine a realistic and achievable selling price. We also assist you in finding the most appropriate legal and tax structure and negotiating the best terms for the deal, based on a clear understanding of its opportunities and risks.
- Buy-side due diligence
- Vendor due diligence
- Vendor assistance
- Carve out
Buy-side due diligence
Your needs
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.
Our approach
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
Your needs
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.
Our approach
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.
Vendor assistance
Your needs
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 approach
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.
Carve out
Your needs
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.
Our approach
We help you prepare and implement robust, executable and cost-efficient arrangements for carve-out, transition and hand-over.
