Business Diligence

Acquisition, merger, disposal:
We provide comprehensive excellence for your transaction success

PwC’s business diligence team is on hand to answer your questions and actively assist you in the decision-making process. We analyse the financial, legal and tax risks and opportunities that arise for your company in a transaction. We use the latest digital tools, established methods and our comprehensive industry know-how. This enables us to quickly visualise initial results and provide information on the transaction property. In addition, you benefit from our cutting edge analytical methods. You always receive informative, tailor-made analyses that prepare you and your company for the transaction in the best possible way. We can identify value potential and transaction risks in a comprehensive manner as part of a thorough business due diligence process involving several disciplines.

Your Deal is our Deal

We are with you every step of the way. You can also make use of our international network if the need arises. You can rely on us. Our clients value this, which has made us one of the world’s leading transaction advisers. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Evaluating the future potential of a company

Commercial due diligence (CDD) not only deals with the past during a company’s audit, but also systematically analyses the opportunities and risks of a business model and thus its future viability.

It includes the careful examination of a target company from a market, customer and competition perspective in the run-up to the company acquisition and always takes place in close interaction with other due diligence disciplines (e.g. financial, operational, technology, legal and tax). The aim of commercial due diligence is to identify the unique selling proposition (USP) and to validate the business plan of the transaction property both qualitatively and quantitatively. Detailed analysis of the sustainability of the business model, the market environment, customer behaviour and the positioning of the company in the current and future competitive environment provide the basis for this validation. Commercial due diligence serves as the basis for the decision to acquire a company or a company division.

Preparing the purchase decision correctly

Our expertise spans both the buy side and vendor due diligence. We also have extensive experience in developing organic and inorganic growth strategies, market entry strategies, exit strategies and benchmarks. The commercial due diligence report is aimed equally at financial investors (private equity) as well as companies and their management. It is also used by banks financing a transaction (leveraged buy-out) as a basis for decision-making. Commercial due diligence is therefore crucial for the final decision to invest or dispose.

Extensive industry knowledge for a successful transaction

We always have the right expert for the job. Our cross-border teams and close collaboration with our colleagues at Strategy& mean that you always benefit from our in-depth and up-to-date industry knowledge that spans all sectors: automotive, real estate, construction, transport & logistics, business services, e-commerce, retail & consumer goods, industrial manufacturing, pharma & life sciences, healthcare, travel, sports, leisure, technology and media & telecommunication. 
We will guide you through the entire transaction process and provide relevant information for your transaction decision. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Comprehensive analyses for good decisions

From acquisitions to disposals and mergers, a sound financial due diligence analysis is the central building block of any successful transaction. The objective is to identify the financial opportunities and risks. Many questions arise in the process. What are the drivers of the business? How do I find out more about the operational viability and value chain of the target company? Is the business plan realistic? How has working capital developed recently? And what purchase price adjustments have to be made?

Your PwC team provides the answers. Our financial due diligence includes detailed balance sheet and income statement analyses, cash flow statements and key operational drivers that are important for the purchase decision. Using analyses tailored precisely to your needs, we answer your questions in a targeted manner and identify value potential, financial risks and possible deal breakers at an early stage.

See today what is realistic tomorrow. Preparing the purchase decision correctly

We work with you to develop a plan for due diligence tailored to your needs. No matter if you are a buyer or a seller, we will guide you through the entire transaction process, starting with the planning of the process up to the discussion of the final reports for buyers, sellers or investors. For the seller, our portfolio includes vendor assistance with a fact book or vendor due diligence. For the buyer, we provide support with red flag reports, buy-side due diligence reports and the closing accounts review. You can rely on our accurate profit and loss statements, working capital analyses, cash flow statements, net debt as well as quality of earnings analyses. We assess the resilience of the business based on the results of our historical analyses and the findings from the commercial due diligence and operational due diligence. You always have all the information you need thanks to the systematic analysis of the business’ value drivers and the ecommended actions we develop for you. This creates real added value.

You can also count on us during the rest of the transaction: we show you the impact our detailed analysis have on the purchase price negotiation and the Sale and Purchase Agreement (SPA). And we clarify which aspects are important for potential buyers – especially private equity investors or banks. We work closely with our tax and legal due diligence experts. When necessary, we can draw on the entire global PwC network. We use state-of-the-art data tools and attach great importance to efficient data processing and analysis. The deal analytics team always supports us when it comes to evaluating and visualising complex data sets in order to gain the greatest possible insight. This is how we ensure that your questions are answered promptly.

Financial transparency from the start: strategic, diligent, relevant

Financial due diligence is at the heart of the due diligence process. Our financial due diligence team has many years of professional experience and industry knowledge and always works with the utmost care to create a solid basis for your decisions. Even after the transaction, we support you in all matters relating to post-merger integration. We are your trusted partner for all phases of the transaction. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Analysing and adjusting financial reporting

What do you need to consider before buying a company when analysing the financial reporting systems and processes of the target company? What accounting adjustments would an acquisition entail? And what should the integration of the target company’s processes and systems look like after the transaction?

Accounting, reporting and process expertise from a single source

Our experts will analyse the systems and processes of the target company for you. We demonstrate and explain the necessary adjustments and advise you to ensure that the integration is successful. Our team brings together accounting, reporting and process expertise with many years of experience from numerous transaction.

Speed and quality for your planning security

You benefit not only from our internationally recognised know-how, but also from our speed of analysis and reliable quality. This way you know at an early stage what effects system and process adjustments will have on you. We aim to give you planning security. Because our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Tax aspects with major impact

The identification of tax opportunities and risks plays an essential role in transactions. Many questions arise for the potential buyer. Does the target company pose material tax risks? Will the transaction trigger transfer taxes? Are there tax attributes that can be preserved and used in the future? What are the implications for the transaction structure? Should the buyer take over individual assets or legal arrangements of the target company (asset deal) or rather buy shares in a company (share deal)? And how do these factors affect the purchase price and the purchase agreement? These questions are examined and tax risks identified as part of tax due diligence. The insights gained provide the basis for an optimal transaction structure from a tax perspective for the target company.

Keeping an eye on the entire transaction process

The tax due diligence determines the tax circumstances of the transaction , for both buyers and sellers. A comprehensive review of your tax risk enables them to be considered at an early stage in the purchase price negotiation, in the Share Purchase Agreement (SPA) and in the transaction structure. We tailor our tax due diligence to your exact requirements. We collaborate closely with colleagues from other due diligence disciplines. We work together to ensure that all available information is analysed and considered with utmost care. Our interdisciplinary team of tax advisers, lawyers, auditors and transaction experts will support you throughout the entire transaction – from the purchase decision, to the negotiation of the purchase agreement and to the integration.

All tax information from a single source

Our deals tax team will answer all your tax-related questions. From tax due diligence, to the purchase agreement to tax structuring, we guide companies and private equity investors through the entire transaction process. If necessary, we can draw on our international PwC network of deals tax specialists. As a PwC client, you benefit from our many years of know-how as a leading transaction adviser. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Keeping an eye on all legal aspects

Transaction agreements are often very long and complex. That is why it is particularly important to understand exactly for which legal risks you are covered. The wording of the contract must, however, take all eventualities into account so that both parties are protected in the best possible way against potential legal disputes. Buyers and sellers have to deal with a variety of questions. How can all legal aspects be considered when buying or selling? How, for example, are ownership structures, supplier contracts or the social obligations of target companies checked? What does the new legal corporate structure look like, especially regarding various interlinkages and foreign subsidiaries? And how can legal risks be minimised? We will provide answers to these and other questions during the legal due diligence process.

Broad industry expertise and clear communication

As part of the legal due diligence process, we identify potential risks and disputes. We examine legal structures, industrial property rights as well as antitrust issues and other legally relevant information. We constantly monitor the results of our analysis during the transaction process. In this way, you can protect yourself from potential legal disputes at an early stage and set up all agreements relating to the transaction in a strategic manner. We help you to choose the right corporate structure for your company and its subsidiaries. Our legal experts will guide you from the start of contract negotiations to the process of incorporation. We stand for in-depth legal know-how, wide-ranging sector expertise and a quick turnaround time. We place great importance on close collaboration with you. No matter what the topic, we focus on transparency and clear communication.

You can count on us. From the very start to the successful completion of a transaction

From the acquisition or the disposal of a company, our assessment will provide you with legal certainty. We can support you in all aspects of legal due diligence, including shareholder agreements, ownership relationships and contracts with staff and suppliers. Collaborating closely with our experts from the other deals teams, we provide you with all types of due diligence as well as comprehensive advice for the entire transaction. If needed, you can access our international network of lawyers and transaction experts at any time. We look after your interests – you can be sure of that. Because our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Increasing the value of your company by optimising operations

Greater market dynamics, technological change and the ever-increasing complexity of M&A transactions raise many questions. Does the purchasing department work and negotiate professionally? Will labour and machine capacities be sufficient in the future?
Are the products made available through the supply chain in a reliable way? Is there potential for optimising working capital? Are research and development and production in sync and efficiently managed? What are the unique selling propositions of the business activities? And how reliable are the operational key performance indicators?

Buyers and sellers need to understand in detail the risks and value drivers of a company’s business. Identifying, quantifying and prioritising levers for transaction value is of central importance. This is where operational due diligence comes into play. It includes the analysis and optimisation of production processes and identifies evelopment opportunities in purchasing, production, logistics, sales and research and development.

Suitable solutions from experts for experts

As part of the due diligence process, the PwC team works with you to analyse your product and company performance as well as the associated success factors. It also checks whether the synergies along the value chain have been realistically and comprehensively assessed. This assessment provides an overview of the existing strengths and weaknesses of a company’s operations, including their impact on the financial ratios. The objective is to minimise risks, identify potential and leverage synergies. We work with our clients to develop tailor-made solutions. We always keep an eye on the necessary level of detail and your individual requirements. We will provide you with all the information you need to take a decision, such as analyses and results as quick scans, red flag reports, operational due diligence and business transformation concepts. This information also helps entrepreneurs to complete a the valuation of a target company, to negotiate contracts later on and to have a good idea of future integration measures.

Reviewing operations makes the result of due diligence and consequently your judgement more robust

Operational due diligence focuses on risks and potential for improvement across businesses. Operational due diligence ensures that these are assessed comprehensively and realistically. The due diligence process provides information about the existing strengths and weaknesses of a company’s operations– which is why we take a very close look. In this way, we are able to ensure maximum transparency for sellers and potential buyers. Operational due diligence also provides starting points for downstream measures. Even after the transaction has been completed, we provide management with support in the planning and implementation of concrete solutions to increase efficiency and value. Our experts not only bring years of transactional experience to the table, but also the necessary technical know-how, industry-specific knowledge and an international network. We will assist you at all stages of the transaction, including the evaluation of business plans, expert interviews and site inspections. We take great care to address these and other individual success factors. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Always keeping an eye on the technological aspect of a transaction

Today information technology (IT) is a value component in its own right: as digitalisation progresses, IT is increasingly seen as a driver of sustainable business development. In almost all transactions, the separation or integration of the IT functions is one of the biggest challenges and makes detailed technology due diligence essential. There is often a lack of transparency regarding the technical support of the processes. This is where our analysis comes in. Which systems are available in the IT landscape? Can systems be integrated or will they be redundant? What are the critical paths in an IT carve-out and IT integration? What costs and risks arise, in particular, from the IT interfaces? And does the company have the necessary resources to successfully implement the business and digitalisation strategy?

Estimate required investmentsand future cost scenarios

In Phase I, the PwC team quickly prepares a red flag report and identifies potential deal breakers for you. The next step is a comprehensive technology due diligence. Understanding the IT landscape plays an important role in carrying out IT due diligence. This looks at relevant IT solutions for your transaction in terms of applications, infrastructure, security, projects and finance regardless of whether you are a buyer or seller. Building on this, we identify and assess risks associated with the existing IT environment in relation to current and future business requirements. We evaluate the costs and opportunities of a carve-out and integration individually with the help of our extensive project history and compile all the necessary information. Finally, we assist you in evaluating the performance of the target company’s IT in comparison to your competitors. The focus of this assessment is always on understanding the value proposition of IT, in close conjunction with all other functions within the planned transaction.

Understanding and integrating IT in all processes – right from the start

Our experts use their know-how to assist you throughout the entire transaction process. You will gain a sound understanding of the IT landscape and the resulting opportunities, risks and costs thanks to our careful analysis in technology due diligence. Depending on the transaction, we consider it to be a support function in traditional structures or the core of value creation and identify specific requirements for IT. We also provide you with support in the entire transaction process from a technical perspective – from the IT and data strategy to the corresponding implications for the transaction and its implementation. Our tried and tested methods and tools help you to factor in all information technology aspects at an early stage and ensure a high level of transaction security. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.