Executing an M&A strategy can be complex, however it is vital to create the expected value. All too often we see the expected value not delivered at the scale and pace needed. Acquirers can fail to deliver full value from a transaction, but also a seller will often lose value due to poor planning of the asset or business being sold.  

Historically, the core mandate for management was to find cost synergies and enable functional separation or consolidation. Now, as businesses make strategic investments in increasingly sophisticated digital innovations, effective technology M&A requires a much more strategic role.

Technology and cyber due diligence is particularly valuable when technology and data are a source of value creation. It should be considered if one or more of the following factors are relevant:

• Technology reliance: Where technology and data underpin core business operations are a key investment to understand. If highly customised applications and platforms are used, there may be a need to examine everything from product management and application architecture, to infrastructure, through to the development processes and operations.

• Market defensibility: Where there is unique market-facing technology in place there is value in differentiation analysis to identify the commercial opportunity and relative cost to replicate.

• Growth plans: Where business plans require technology to significantly scale (e.g. product or market diversification, or for technology start-ups).

• People and talent: Where the ongoing development of the product and technology relies on key staff or third parties to design, build, maintain and support (e.g. a platform business).

• Intellectual property: Understanding the investment that may be needed in cyber and resilience, as well as data governance is also important. Where loss of commercially sensitive business data, intellectual property or personal data could cause significant damage.

• Digital transformation: If digital transformation is planned or ongoing and the successful outcome is tied to future revenue and cost projections.

• Vendor and supply chain concentration: Where the target’s technology operations depend on critical third parties - managed service providers, SaaS platforms, outsourced development teams - understanding the concentration, transferability, and resilience of those relationships is essential. Change of control clauses, sole-supplier dependencies, and undocumented vendor arrangements are a common source of post-close value erosion.

• Regulatory and data processor inheritance: Where the target relies on third-party data processors, cloud providers, or sub-processors, the buyer inherits those relationships along with the contractual and regulatory obligations attached to them. GDPR accountability, data transfer agreements, and processing contracts must be assessed as part of the technology estate, not treated as a legal-only workstream.

What you buy includes what they depend on

An acquirer who understands the target’s internal technology stack but not its vendor dependencies is only seeing part of the picture. In today’s technology landscape, most businesses operate with a significant proportion of their capability outsourced or reliant on third-party platforms - cloud infrastructure, SaaS tooling, managed security, outsourced development. Those dependencies are part of the asset.

Post-close disruption frequently originates not from the target’s own systems, but from the supplier relationships that came with them: a vendor that reprices on change of control, a managed service provider whose contract cannot be transferred, a software dependency carrying open-source licence obligations the acquirer didn’t know existed. Effective due diligence maps the target’s third-party ecosystem with the same rigour applied to its internal estate.

Our buy and sell side approach to due diligence accounts for deal timing, deal rationale, and specific focus areas. We focus on helping you to realise your deal thesis and maximise the expected outcomes.

You’re an investor / buyer of a business:

Technology and cyber due diligence validates to you how the business has assessed the value of technology to support your potential deal or investment, by verifying all information as well as understanding the lurking risks and potential value creation opportunities.

You can use this assessment to inform the deal value, prioritise risk mitigation and help to ensure effective pre and post deal planning (e.g. contract separation, establishing new operating models and optimising value).

In addition to internal technology and cyber assessment, our buy-side workstreams include:

• Third-party ecosystem mapping: identifying the target’s critical vendor and supplier relationships, assessing the degree of operational dependency, and evaluating whether those relationships are transferable on acquisition or carry embedded risk.

• Change of control clause review: technology vendor contracts frequently contain provisions that trigger renegotiation, price uplift, or termination on a change of ownership. We surface these early so they can be addressed in deal structuring or factored into valuation.

• Target’s supplier assurance maturity: assessing whether the target has a functioning third-party risk management programme - or whether the buyer will inherit a portfolio of unassessed vendors with unknown cyber and operational postures.

• Software supply chain and open source review: mapping the target’s software dependencies, SaaS subscriptions, and open source licence obligations that will transfer with the asset, including shadow IT and undocumented tooling that may carry compliance or security risk.

You’re a seller of a business:

When we act on the sell-side, due diligence ensures that the investment in technology and cyber defences can be presented as a driver of value to the potential investor.

We identify the risks and potential value creation opportunities, providing a report for your perspective investors.

As you prepare for an upcoming exit or investment (e.g. T-6 months), this exercise can be performed in advance to help you understand and mitigate the potential findings of the future investor due diligence process.

Sophisticated investors increasingly scrutinise the target’s supplier relationships as a proxy for operational maturity. Our sell-side support includes:

• Presenting third-party management as a value signal: evidence that vendor relationships are well-governed, formally assessed, and contractually structured gives buyers confidence in operational resilience. We help you document and present the maturity of your supplier management programme as part of the investment narrative.

• Proactive remediation of contract risk: addressing change of control clauses, undocumented vendor arrangements, and gaps in data processor agreements before investors surface them in their own due diligence - protecting deal value and reducing the risk of price chips at the wire.

We have done this before and you’re in safe hands. Our key differentiators are:

• We work at pace and highlight red flags and opportunities early to you so the impact on the transaction can be assessed and resolved where appropriate.

• Our experts use a proven framework and adopt a phased approach to ensure appropriate ‘right-sized’ coverage and assessment, whilst also ensuring the exercise is cost efficient.

• Our analysis and reporting are qualitative, but also quantified (e.g. possible remediation costs, timescales and risk exposure).

• We can seamlessly support your own team by providing full-cycle support for both investors and sellers. This includes integration and separation support, project management, as well as helping to define the future applications, infrastructure and operating model.

• Our scope extends to the target’s third-party ecosystem, not just its internal estate. We map vendor dependencies, assess supplier assurance maturity, and surface contract risks that would otherwise emerge post-close - giving buyers a complete picture of what they are acquiring, and giving sellers the confidence to present their operational relationships as a strength.