M&A Due Diligence-Related Solutions
DiliVer’s M&A due diligence-related solutions—consisting of software products, consulting services, and analytics data that span the entire transaction life cycle—measure the seller’s current enterprise performance as well as its future enterprise growth potential. This is what we measure.
In DiliVer’s recommended two-step due diligence process, preliminary due diligence asks questions related to the buyer’s mandatory transaction requirements (and whose answers lead to an initial valuation), while confirmatory due diligence asks questions related to the buyer’s remaining desirable/optional transaction requirements (and whose answers lead to a final valuation). This is how we measure it.
In this capacity, DiliVer promotes that only the most relevant questions should be asked; they should be asked in a format so that the answers can be easily measured and prioritized; and the answers should be able to be analyzed and reported using strategic performance measurement best practices and tools to help executives make metrics-based deal decisions.
DiliVer believes that its M&A due diligence-related solutions can be viewed as the “center of the M&A transaction life-cycle universe.” This means that the due diligence processes performed during a transaction are related to other pre-transaction and post-transaction processes in accordance with our intellectual property. To summarize this view, our IP links the pre-transaction positioning universe to due diligence via the buyer’s and seller’s respective business plans, and it links due diligence to the post-transaction integrating universe through a combined entity integration project plan. To accomplish this linkage, we align strategy in the form of vision, mission, goals, and objectives (with key performance indicators/KPIs) with tactics in the form of solution requirements, and then assign accountability to various organizational structure groupings and individuals.
History has shown that deal-making in the M&A community tends to be more artistic than scientific, primarily due to the absence of accepted standards and easily-tailored tools. DiliVer contends that it is both possible and desirable to automate M&A transaction steps and their outputs (no matter how “artsy”) using flexible and intuitive business rules engine-based software. While adhering to our “science for the art of M&A” mantra, DiliVer’s MAST™ product line consists of three distinct packaged due diligence applications that automate critical deal-making processes and generate key outputs associated with preliminary and confirmatory due diligence.
Each of the applications automates a unique EPS assessment of the seller’s overall business health. The buyer application, MAST Buy-Side Due Diligence Application (BDDA), performs an external, independent assessment of the target seller on behalf of a potential investor/financier. The seller application, MAST Sell-Side Due Diligence Application (SDDA), performs an internal, self-assessment for an owner/operator positioning the company to potentially be acquired. And through the optional MAST Unification Due Diligence Application (UDDA), the buyer and seller may work directly together to consolidate each other’s EPSs.
Each implementation of a MAST due diligence application reflects insights about the seller’s core business and is represented by a vertical market software template (e.g., for the information technology, healthcare, or energy industries) most applicable to that seller. The content of this template is formulated using common growth drivers as business success criteria. The template presents the deal team participants involved in due diligence with a starting point of pre-populated scorecard questions to ask during the confirmatory due diligence processes. These reference questions may be used as-is, modified, or deleted for a particular deal team, and new ones may be added directly or imported to completely customize the transaction according to the buyer’s or seller’s own best practices or preferences. The customization of the template is typically a joint effort between the customer’s subject matter experts (SMEs) working collaboratively with DiliVer’s industry/sub-industry/domain experts in the field (e.g., cyber security specialists for the IT template; biomedical device specialists for the healthcare template; or electric charging station specialists for the energy template).
DiliVer provides two types of consulting services to our customers. The first type is auxiliary services, which will be included with all SaaS subscription fees as basic product maintenance. The second type is optimization services, which are optional, but we anticipate that there will be varying amounts of engagement assistance requested across the transaction life cycle, depending on the customer’s available in-house or outsourced talent at the time of the deal.
To support the MAST applications, DiliVer will provide auxiliary services to the deal team during the transaction and on an ongoing basis to assure a personalized customer experience with our software. These include standard setup (installation, configuration, and testing), conversion (data migrations for updates/upgrades), training (end user/system administrator education), and customer care (24/7/365 hotline).
DiliVer’s optimization services will guide the workflow that ultimately leads to a successful integrated combined entity. To “aim beyond the deal” (i.e., achieve outcome success), DiliVer’s consulting team offers its customers a variety of pre-transaction justifying services, transaction due diligence services, and post-transaction transitioning services.
DiliVer’s analytics data is content that will be generated by the MAST software that can be used as actionable business intelligence and for benchmarking within the M&A deal-making community.
To “learn from the deal” (i.e., to continuously improve the community’s overall performance based on mining a repository of relevant empirical scorecard-related information), the deal team participants may obtain access to and track results for all transactions initiated using MAST, including details for two types of analytics data.
The deal flow analytics data includes “white-washed” market statistics that will help M&A data analytics aggregators track the size, volume, and frequency of initiated and completed transactions. The combined entity outcome analytics data includes scorecard-driven business excellence framework statistics that will help executives evaluate the outcomes of the newly formed enterprises.