A coordinated and efficient approach aimed at creating value in buy-side or sell-side processes.

Extraordinary projects and operations are phases of change - even major change - within the normal operations of a group or company. Drawing on our many years of national and international experience, we aim to analyse in depth all phases of the acquisition or disposal process, guaranteeing satisfactory results and significant time and cost efficiency.

Acquisition processes are extremely complex. Due diligence is a crucial phase which includes analysing all the data and information of the subject of a negotiation before reaching an agreement. We are committed to client success, and successful buyers need to have realistic data and a solid action plan to understand their goals quickly and comprehensively.

Our approach focuses on analysing cash flows/EBITDA, gross margin, and evaluating the appropriateness and profitability of economic flows with reference to the accounting policies that the company uses when drawing up financial statements, historical analyses of revenues, costs and consistency between historical data as well as budgets, prospective and forecast data. Additionally, we also focus on the level of capitalisation required, balance sheet asset quality and working capital, reviewing and understanding historical working capital and related trends.

Likewise, analysing the relationships and key factors of the contracts with our main clients, including any discount policies, is another key factor of our analyses, in addition to understanding the contractual relationships held with suppliers.

Our team has many years of experience in both national and international transactions. We focus closely on generating value for our customers. We can help you identify the best structure for the transaction at an early stage by providing additional services to help you get ready for the deal and, at a later stage, to assist you in assigning possible excess values.

Our modus operandi

Buy-side diligence focuses not only on analysing the Target's financial statements, but also on the value-creating factors and business considerations that are of paramount importance to potential buyers.

The due diligence services offered by Grant Thornton will allow you to:

  • Understand the connections between the Target's financial data and audited financial data and adjusted financial data.
  • Analyse the prerequisites and assumptions provided by the vendor in order to allow the client to make the most appropriate decisions in the negotiation.
  • Validate adjustments provided by Management by analysing the support details/schedules and the challenging assumptions.
  • Identify key areas of risk or opportunity that may impact purchase agreement negotiations or post-transaction/synergy acquisition operations.
  • “Get the story” behind the Target's financials by understanding the underlying business drivers, not just the numbers.
  • Understand whether accounting estimates (e.g. Inventory valuation, accrual methodologies, revenue recognition) impact the quality of the Target's earnings.
  • Support you in evaluating desirable negotiation structures and tactics to achieve real economic value or reduce risk.

Due diligence differs significantly from a financial statements audit because it provides you with the ability to explain the reasons for changes in business performance with a focus on the presentation of sustainable EBITDA, evaluating the quality of your earnings and focusing on the last few years and on the most recent final twelve-month periods (TTM - trailing 12 months).

Paolo azzalin
Partner - Ria Grant Thornton
Paolo Azzalin