Due diligence is critical to mergers and acquisitions (M&A) transactions. Due diligence in the M&A process allows the buyer to confirm important information about the seller, such as contracts, finances, and customers. By gathering this information, the buyer is better able to make an informed decision and close the deal confidently.
Data room software is a secure online repository for sharing and storing confidential files, such as M&A transaction documents. VDRs help with M&A due diligence by allowing document sharing while imposing appropriate restrictions on user access. VDRs must be carefully structured and organized to be effective.
What exactly is due diligence?
Due diligence is an audit or investigation of a potential investment, with the aim of confirming facts that may impact a buyer’s decision to merge or purchase. Before entering into a financial transaction or agreement with another party, research is conducted to verify all relevant facts.
In the context of a company acquisition, due diligence typically involves a comprehensive understanding of a company’s obligations, such as debts, leases, distribution agreements, pending and potential lawsuits, long-term customer agreements, warranties, compensation agreements, employment contracts, and other similar business components.
Why is due diligence important in M&A?
There are numerous benefits to conducting M&A due diligence. First, buyers can better adjust their expectations by reviewing a company’s unique details. This data can also be useful during negotiations. Check more information about M&A data rooms at https://www.idealsvdr.com/ma-data-room/.
There is a lower risk of unexpected legal and financial problems when a buyer can gather essential data on a company. Due diligence is an effective way for buyers to protect themselves from risky business transactions.
Because the due diligence process necessitates extensive communication between the two parties, the businesses can also establish a working relationship.
The role of due diligence in M&A
Due diligence allows the buyer in an M&A transaction to confirm previously unknown details about the selling company’s finances, contracts, personnel, and customers. In other words, it provides the buyer with a comprehensive picture of the acquired business. Due diligence should improve the quality of any existing information held by the parties. Still, it should provide additional information about ultimate beneficial ownership, media coverage, litigation, enforcement actions, or reputational concerns.
When embarking on an M&A transaction, the first step is introducing potential buyers to the opportunity. At this point, your VDR should give you access to a brief, high-level pitch for your company without revealing your company’s name or confidential information.
You can reveal more information after potential buyers sign a non-disclosure agreement. Your VDR can store and offers ideal file share solutions memorandum, financial model, and additional information about your company’s operations.
Thorough due diligence reduces the risk of purchasing another company for buyers. A thorough due diligence process provides the buyer with transparent oversight and allows for an accurate valuation of the target company based on the risks and opportunities it presents.
Buyers with access to detailed, relevant information can make informed decisions about whether or not to proceed, adjust the terms of a potential deal, or walk away.
Top 10 due diligence activities in an M&A transaction
Mergers and acquisitions are an integral part of the business cycle that provide opportunities for growth and diversification. It’s a fluid environment. M&A activity can fluctuate from year to year. Transaction structures and reasons for entering into them can both change. Nonetheless, one thing remains constant: The completion of a merger can involve a staggering number of details, mainly if the transaction involves an international component.
Data rooms are simply good housekeeping in M&A transactions. Using a single, unified virtual data room, rather than a patchwork of solutions, gives buyers confidence that the rest of your house is in order. Furthermore, by making it easier to view and share documents securely, virtual data rooms speed up the due diligence process and increase the likelihood of the M&A transaction’s success.
Here are the top 10 due diligence activities in M&A transactions:
1. Strategy creation
An M&A strategy can assist in setting clear expectations for all parties involved. While each transaction is different, any strategy should address what your company hopes to achieve with the transaction and how it plans to get there.
- What is the transaction’s goal?
- How will the company obtain transaction financing?
- How will the final operating model look?
- What organizations are involved?
2. Target identification
Legal teams must search for and evaluate potential target companies during this phase. Knowing who and what is involved, as well as how the pieces fit together, will aid in guiding the due diligence process. This can be divided into the following steps:
- Identify the constituents. If you are considering a general merger, you must first identify the target. Both the target and the subsidiary must be identified in a triangular merger.
- List any subsidiaries or related entities. You must understand what they are, what industries they work in, and where they are located. It is also critical to determine whether they are qualified to conduct business in other states and countries.
3. Valuation analysis
To properly value and determine the suitability of the target company by the M&A strategic plan, legal teams require as much information about the target’s operations, customers, financials, products, and more.
Once the entities have been identified, the next step is to determine whether they are in good standing and in accordance with all jurisdictional requirements. Otherwise, it could be a dealbreaker. Determine whether or not the issues can be resolved and the timeline for moving forward.
Once the target company’s value has been determined, the company can present an offer and proceed to the negotiation phase where terms are discussed in more detail.
5. Conduct due diligence
This is typically the most critical and time-consuming aspect of any M&A transaction. Due diligence for M&A transactions necessitates a thorough examination and analysis of the target company from internal and external sources. This assists in verifying the target’s value and identifying liabilities.
6. Deal closure
After due diligence is completed, the parties decide whether to proceed with the transaction. This entails several responsibilities for legal teams. Corporate or pre-clearance filings must be made 30 days before the closing date. These include merger filings, amendments, good standing orders, and the issuance of bring-down letters.
Payment of annual franchise taxes may also be required for an entity to merge properly.
7. Financing and restructuring
Although financing options were investigated during the M&A planning process, the final details are usually finalized once the purchase and sale agreement is signed.
An independent director/manager, springing member, or particular member may be appointed to assist you in avoiding delays and ultimately closing the deal. To protect your assets, these directors serve on the boards of your entities.
8. Integration and back-office planning
Managing an acquired company’s integration is a full-time job that should be treated as such. Both parties must collaborate to ensure a smooth integration. This entails legal teams’ entity planning and compliance work in the affected jurisdictions.
A trusted agent may be necessary to receive legal documents internationally to meet the requirements of a transaction. If your team lacks the expertise or the bandwidth to complete post-merger tasks, seek the assistance of external resources.
9. Post-merger compliance
Post-merger integration is frequently overlooked, but it is a critical task to achieving “business as usual” and is a deciding factor in the success or failure of any deal.
There is still a lot to do after the long process of completing a merger. Compliance requirements for surviving and non-surviving entities are frequently the last items on the list. Most businesses need to know what is required beyond receipt of merger evidence.
10. Business as usual
Once the merger is complete, it is critical to continuously monitor the newly established entity’s success with ongoing good standing and health checks to ensure no compliance issues.
The target company will be better prepared to sell if it carefully plans the merger and analyzes every potential issue. The buyer is concerned with the target company’s future performance as a standalone business and its strategic fit. Validating the target company’s financial projections and identifying synergies are two steps in determining the commercial attractiveness of an M&A transaction.
Using a dedicated M&A data room solution during the due diligence process is highly recommended. Virtual data rooms not only help to compartmentalize the business, but they also provide additional security and access management features.