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The Critical Role of Due Diligence when Buying a Business

If you’re looking to grow your business, reach new markets and/or diversify your product or service offering, you may consider buying (or merging with) another business – be it a competitor, a customer, a supplier or another business that has some synergies with your current operations. In the corporate world, this practice is referred to as Mergers & Acquisitions (M&A). Whether you’re talking about global corporations or smaller family run businesses, the considerations and analysis required when contemplating a business purchase are very similar.

In 2021, Australian business engaged in M&A deals valued at over $350 billion. While this has slowed slightly due to market conditions, it shows the value that boards and CEOs place on strategic acquisitions as a growth strategy. It is important to ensure that these transactions are not just high level strategic moves, but well-informed decisions backed by thorough assessments.

Performing due diligence in a business acquisition transaction will mitigate risks and maximise value. This article explores the importance of due diligence and how to complete it successfully.

What is Due Diligence and Why Is It Important?

Due diligence refers to the comprehensive investigation and analysis of a target company's assets, liabilities, operations, financial performance, and legal standing. This systematic process helps buyers gain a clear understanding of the potential risks and benefits associated with a deal before committing to it.

Due diligence provides critical insights that inform decision-making, allowing for the identification of potential red flags and value-enhancing opportunities. Due diligence aims to ensure both companies are making the best decisions that will significantly impact their businesses.

Types of Due Diligence

The due diligence process involves an in-depth review and audit of various aspects of a business. There are five types:

  1. Financial Due Diligence

Financial due diligence focuses on assessing the target's historical financial performance, cash flows, assets, liabilities, and financial health. This is crucial for determining the fair value of the company and its future prospects. It involves ensuring that financial statements are accurate and the financial performance is sustainable.

  1. Tax Due Diligence

This involves assessing the target company's tax obligations, compliance with tax laws, and potential tax risks. It ensures that the acquiring company is aware of any impending tax liabilities and their impact on cashflow.

  1. Legal Due Diligence

Legal due diligence involves a thorough examination of the target company's legal contracts, intellectual property, pending litigation, and compliance with regulations. It ensures that there are no hidden potential legal issues.

  1. Operational Due Diligence

This type of due diligence evaluates the target's operational processes, efficiency, and potential for synergies. It helps the acquiring company understand how smoothly the integration process can occur.

  1. Information Technology Due Diligence

With the increasing reliance on technology, IT due diligence examines the target's technology infrastructure, systems, data security, and potential security vulnerabilities.

The Due Diligence Process

The due diligence process involves a series of steps aimed at gaining a comprehensive view of the target company. This takes some time to complete, depending on the complexity of the business and the seller’s dedication to completing the task. The seller also needs to have dedicated resources to complete the task in the shortest time possible.

Small mergers and acquisitions can take several weeks to a few months, while larger ones are likely to take months.

The crucial steps include:

  • Evaluating financial statements
  • Analysing contracts
  • Assessing the competitive landscape
  • Reviewing compliance documents
  • Conducting site visits
  • Engaging in management discussions

Before starting, it’s crucial to establish clear objectives, assemble a multidisciplinary due diligence team, and adhere to a structured timeline. Both companies must also sign a confidentiality agreement before releasing any documents or information.

Role of Accountants in Financial and Tax Due Diligence

Because mergers and acquisitions are complex in nature, the acquirer needs a team of legal and financial experts with M&A experience to conduct due diligence. These are typically lawyers, investors, consultants, accountants, and other industry service providers.

Accountants play a crucial role in financial and tax due diligence, ensuring that the acquiring company is well-informed about the target's financial health and potential tax implications. Accountants will delve into current and recent financial statements, tax returns and general ledgers, identify anomalies, and assess the target's profitability and cash flows.

In addition, they are well-equipped to identify potential tax risks, such as pending audits or undisclosed tax liabilities. Collaborating with accountants during due diligence helps minimise financial uncertainties, to assist with strategic decision-making.

Business Strategy

Final Thoughts

In the realm of mergers and acquisitions, the significance of due diligence cannot be overstated. It serves as a critical safeguard against unforeseen risks and failed transactions.

By conducting meticulous due diligence across various dimensions, such as financial, legal, operational, tax, and technology, companies can make informed decisions that align with their strategic objectives.

Collaborating with accountants and industry experts during the due diligence process ensures that the acquiring company is armed with the insights needed to navigate the complexities of M&A transactions successfully.

Ultimately, due diligence isn't just a step; it's the cornerstone of well-executed mergers and acquisitions, setting the stage for sustainable growth and prosperity.

If you would like some guidance in this process our team at BLG Business Advisers is here to assist you. We can also put you in touch with our network of professionals who are required in other areas of the due diligence process. Please don't hesitate to talk with us for more details.

* Please note that the above information is general advice only. We recommend you seek advice from a specialist relevant to your personal situation. This information is relevant at the time of publishing and is subject to change.*
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