Know what the technology means for the deal before you sign

01When it’s the right start

When technology sits inside the investment case

Diligence earns its place when part of the price depends on what the technology can do, or on what it will cost to fix.

• 01A first acquisition where technology underpins the growth plan
• 02An add-on whose integration costs and synergies need testing before the price is set
• 03A carve-out that must stand up its own systems and contracts
• 04A target whose technology spend looks high or is hard to explain
• 05A value creation plan that depends on an ERP, CRM or cloud programme
• 06A seller’s technology story that needs an independent view

02What we examine

The estate, read against the deal

We work from the data room, management sessions and the target’s own records, within the access the process allows.

01Spend

Run and change spend, reconciled to the accounts, and how it is likely to move after close.

02Contracts

Change-of-control clauses, renewals, committed volumes and the cost of leaving.

03Applications and infrastructure

What the business runs on, how current it is, and where it is duplicated or fragile.

04Delivery capability

The team, its partners and the programmes in flight, and whether they can carry the plan.

05Risk and resilience

Security posture, key-person dependence and technical debt, and what each would take to address.

06Data

Whether the numbers support the case, and where they cannot yet be relied on.

03What the deal team receives

Findings your model can use

Written for the investment committee paper and the model, not for the file. Every value item is marked identified until it can be validated with management after close.

1. 01

   Technology findings

   Risks and issues, their severity, and what each one means for the deal.

2. 02

   Investment still to come

   Remediation, separation or upgrades the business will need, with the basis for each estimate.

3. 03

   Value thesis

   Value items with an owner, an estimate and their ledger state, ready for the model.

4. 04

   Contract exposure

   Change-of-control, renewal and exit terms that affect the price, the timing or the plan.

5. 05

   100-day priorities

   A first draft of what to do after close, and in what order.

6. 06

   Deal team readout

   A working session on the findings with the deal team before the investment committee.

04How it runs

Phase by phase

1. Phase 1

   Scope

   The questions agreed with the deal team, and a data request fitted to the process.

2. Phase 2

   Review

   The data room, management sessions, and the analysis of spend and contracts.

3. Phase 3

   Test

   Findings tested with management and the other advisers; value items estimated and costed.

4. Phase 4

   Report

   The findings, the investment still to come and the value thesis, then the readout.

The deal timetable sets the pace. We fit the work to the process, not the process to the work.

05What it isn’t

Clear about the limits

• Not a full audit

  We look where value and risk concentrate for this deal, not at every system.

• Not a security certification

  Security findings show where deeper testing is needed. They are not an attestation.

• Not a valuation

  We give the model its inputs and the evidence behind them. The deal team sets the price.

• Not a guarantee

  We promise no result. An estimate made before close stays an estimate until it is implemented and verified.

06What happens next

From finding to the first 100 days

After close, the work can carry straight on.

1. A Reset after close

   The Reset validates the value thesis with management and turns it into a 90-day plan.

   Technology Value Reset →

2. Help to execute

   We help carry out the plan, under a separately scoped engagement.

   Execution & Integration →

3. Your team takes it on

   The findings and the thesis are written so that management and its partners can act on them without us.