Transaction services & due diligence

At Forvis Mazars, our local team of experts blends global expertise with local insights and possesses the sector-specific, technical, and commercial knowledge required to ensure the success of even the most complex and time-sensitive transactions.

Our tailored, unbiased guidance allows you to make informed, confident decisions, ensuring a successful outcome for you and your business.

Overview of our transaction services

We primarily support our clients through the deal process with:

• Acquisition due diligence
• Vendor due diligence and vendor assist
• Post-acquisition situations

Acquisition due diligence
Acquisition due diligence offers prospective buyers objective insights into the target company and evaluates the potential risks associated with the transaction.

We provide commercial, practical and tailored advice to address the unique challenges of each acquisition, collaborating closely with our clients and other advisors on the deal.

Our approach to acquisition due diligence is focused on providing you with the guidance and support necessary for confident decision-making, to help you optimise the terms of the deal.

 Our team can support you with:

• Evaluating information quality: We analyse the financial data provided by the seller to assess its relevance and consistency.
• Assessing normative performance: We examine historical performance, identify exceptional items, and determine underlying performance, financing needs, and cash flow potential.
• Consideration of legal and tax risks: We analyse the target's tax position and legal aspects of the transaction, working in conjunction with legal advisors.
• Validating forecast assumptions: We review business plans and financial forecasts, comparing their assumptions to historical performance.
• Strengthening acquisition contracts: We assist in negotiating and drafting financial clauses and provide advice on price adjustments and the optimal tax structure.

Vendor due diligence and vendor assist
Vendor Due Diligence (VDD) is a valuable tool for sellers, allowing them to take control of the transaction process. Providing potential buyers or investors with a clear, independent, and well-informed due diligence report can instil confidence and increase deal value.

A quality VDD will ensure that potential buyers or investors clearly understand the business and will accelerate the bidding process by ensuring that they have the information they require on the key transaction considerations.

Key benefits of vendor due diligence

• Accurate business representation: Seller involvement in the VDD process ensures an accurate depiction of the business, with any unique aspects clearly explained.
• Early issue identification: VDD identifies potential issues early on that may affect the transaction's value, enabling sellers to be well-prepared for discussions and negotiations.
• Streamlined conversations: Completed due diligence in advance allows more focused discussions with potential buyers and investors.
• Efficiency and time savings: A high-quality VDD shortens the transaction process, as only one due diligence process is required, reducing the need for multiple buy-side due diligence reviews and freeing up management's time.

Post-acquisition situations
In addition to providing advice during live transactions, our teams have extensive experience in supporting price adjustment clauses and the review of closing financial statements (completion accounts) following the completion of a deal.

We can conduct a detailed analysis of post-acquisition performance to determine the impact of clauses in a Share Purchase Agreement (SPA), such as earn-outs. Furthermore, we can perform a general review of post-acquisition performance.

 We can assist you with:

• Interpreting and implementing price adjustment clauses: We help you understand and put into action price adjustment clauses and other post-completion mechanisms outlined in the SPA.
• Resolving disputes involving post-completion adjustments: Our team, in collaboration with our litigation and arbitration experts, assists in resolving disputes related to post-completion adjustments.
• Managing financial information post-completion: This includes tasks like preparing opening balance sheets, aligning accounting principles, and evaluating actual versus forecasted performance.

Our tools and solutions

Our transaction services teams have a common methodology framework around the world and use a bespoke reporting tool to ensure consistency and uniformity of our output wherever you may need it.

Our people

Forvis Mazars has dedicated transaction services teams in over 38 countries around the world meaning that we can support you with your projects wherever you may need us.

Contact us

Get in touch today to discover how our transaction services can provide clarity and confidence during your deal transaction.