Professional Documents
Culture Documents
for
Mergers & Acquisitions
WHY DUE
DILIGENCE IS
IMPORTANT
BEFORE ANY
TRANSACTIONS
To identify potential deal killers defects in the target and avoid a bad business
transaction.
Valuing Assets
DEFINITION
OBJECTIVE
OF DUE
DILIGENCE
TYPES OF
DUE DILIGENCE
OVERVIEWS
BUSINESS DUE
DILIGENCE
Operational Due
Diligence
Strategic Due
Diligence
Technical Due
Diligence
Technology Due Diligence Technology Due Diligence considers
aspects such as current level of technology, Companys existing
technology, further investment required etc.
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BUSINESS
DUE
DILIGENCE
HR Due Diligence
Environmental Due
Diligence
It is often undertaken during the information technology
procurement to ensure that risk are uncovered.
Information Security
Due Diligence
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Financial Due
Diligence
Financial Due Diligence includes review of accounting
policies , review of internal audit procedure, quality and
sustainability of earning and cash flow, condition and value
of Assets, potential liabilities and tax implication on Deal
Structure.
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WHEN DUE
DILIGENCE BECOMES
RELEVANT???
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Evaluating
Deals
Executing
Deals
Harvesting
Deals
Making
Deals
Successful
Valuation
Design
tax
efficient
structures
for
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Focuses on historical results to form a view of future and confirm there are no
black holes;
Key outputs:
Quality of earnings
Group company
transactions
and dependence this would highlight
Separation / Stand Alone Issues.
Impact of Discontinued
operations.
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Different legal structures and industry segments have different tax risk profiles;
Key outputs:
Provides optimal financial and tax structure for the proposed deal
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the condition
a Company
Key outputs:
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Covers full scope of business operations from supply chain and logistics to
manufacturing and commercial activities;
Ensures that sufficient work is done on some of the operational assumptions that
are key to the success of a deal;
Key outputs:
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IT Due Diligence
GOAL - Evaluation of IT security &
controls and business process issues
Key outputs:
Highlight key business process issues, such as in purchases & payables cycle,
revenues & receivables cycle
Assess security & controls to ensure data integrity, availability and confidentiality
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HR Due Diligence
GOAL - Qualitative evaluation of existing staff
including HR policies
Typically covers pension and employee liability valuation, payroll costs validation,
employment termination costs, compensation and benefit alignment costs
Key outputs:
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v/s
Sell Side Diligence
(Issues on which buyers can negotiate)
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Using expert resources in the target country to identify local risks and issues.
Identifying areas that may impact the exit strategy of the equity provider.
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Highlights sale and purchase agreement issues early that may become negotiating
points or areas for warranties/indemnities.
Ensures a level playing field by providing all potential purchasers with objective
information.
Reduces the level of due diligence procedures that potential purchasers need to
perform.
Expedites the deal timetable by avoiding lengthy negotiations and disruption to the
vendor.
Reduces the risk of last minute value erosion and avoid lengthy re-negotiations.
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Full Access
Full access to the target management, staff, accounting, financial and legal data.
Limited Access
Limited access to the target management, staff, accounting, financial and legal
data.
No Access
Strictly controlled environment, typically based on publicly available data.
Carve Out
Strictly limited to the part of business proposed to be sold.
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DUE
DILIGENCE
PROCESS
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Pre-Fieldwork
Fieldwork
Review Background
Material
Consider Preliminary
Structure
Post-Fieldwork
Preparation of Report
Finalize Structure
Support Integration Plan
Read and Comment on
Sale Agreement
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Financial Data
Important
Business
Agreement
Litigation Aspects
IPR Details
Marketing
Information
Internal Control
System
Taxation Aspects
Cultural Aspects
Environmental
Impact
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COMMON
DILIGENCE
ISSUES IN
INDIA
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Inappropriate revenue
recognition
Unsophisticated
financial
reporting system
Improper cutoff and
rollover impact;
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When Dai-Ichi bank of Japan merged with Nippon Kangyo to form the then
biggest bank in the world called Dai-Ichi Kangyo, the two company
executives found even the definition of the word, loan differed between
the banks!
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Cont
WROTE DOWN
REASON:
A YEAR LATER IT
They did not know the depth and extent of Ranbaxys woes and full details of
the Food and Drug Administration (FDA) investigation into Ranbaxy. In fact in 2009 FDA
had shut down reviews of all pending or future drug applications from Ranbaxys Ponta Sahib
plant. The first-to-file atorvastatin (Generic for Lipitor worlds largest selling drug) was the
greatest attraction for Dai Ichi and that was fraught with many problems.
DAI ICHI HAVE MADE INADQUEATE DUE DILIGENCE STAGE AND RESULT THEY EARN
HUGE LOSS.
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Cont
Infosys and HCL bid for Axon in Sep 08, HCL countered Infosys bid of 600 pence
with an aggressive offer of 650 pence;
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Negotiation support.
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Quality of
Assets
Quality of Earnings
& Cash Flows
Separation /
Structuring /
Integration Issues
Potential
Liabilities &
Commitments
Other stand
alone issues
PARTICULARS
DUE DILIGENCE
AUDIT
Scope
Limited To Financial
Analysis
Data
Mandatory
Mandatory
Assurance
Type
Nature
Always uniform
Repetitiveness
Occasional event
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Recurring event