During a merger and acquisition, proper due diligence and valuation are two of the most important and critical steps. Regardless of how confident you may be in your decision, never forget how competitive the market is and how quickly everything can change.

Understanding Due Diligence

When we talk about due diligence, what we really mean is investigating your potential investment before it’s too late and you realize that all of your money’s gone down the drain. Now, this includes reviewing the financial records of the company with a professional, looking at the business’s past performance, and going over any files or information that may cause your decision to change.

While this way of understanding due diligence sounds fairly simple and easy, in practical terms, it’s quite the opposite. Due diligence and valuation are steps where you absolutely need to involve professionals because one wrong move can change the whole trajectory of your business and future.

Without knowing exactly what the business comes with, when purchasing it, it’s almost like you’re setting yourself up for failure. Especially if you’re jumping into a new industry, there may be questions that you never even thought about asking but are some of the fundamentals that need to be asked.

A few things that you need to focus on include, company capitalization, revenue and margin trends, competitors and industry, past record of management and ownership, scrutinizing the balance sheet, and business risks and expectations.

Some businesses may also require you to sign a non-disclosure agreement or non-compete agreement to be provided sensitive information about a business, and others may not be open to discussing this sort of information at all before the deal’s gone through and that’s when you know that you need to run.

Any business that refuses to be transparent with you or your chosen representative makes it clear that there’s more bad than good for you in it. And sometimes, this may be hard to realize. You might get access to a few files or half the story to make the investment look good and that’s another reason why getting a professional involved is so important. You may not even know what to look for and that’s when you make it really easy for the other party to fool you into a deal that’ll soon become your biggest regret.

Now, once you’ve done your due diligence, you need to start looking at the valuation of the investment. In fact, most say that due diligence can’t be complete without valuation. To understand a business and how much worth your potential investment is, you need to focus on due diligence and valuation and make sure that you aren’t leaving any gaps in important information before you make your final decision.

What Valuation Is

To understand it simply, valuation is the process of accurately determining how much, or the value of, a business and knowing how much can be negotiated. Simply going off of what the seller tells you is like walking on a road with shards of glass and a blindfold on.

But valuation isn’t simply to do on your own either. You don’t just have to look at the value of business currently, but also how it’s performed previously and what you can expect from it in the future.

There are three main types of valuations,

Asset-based – What if you make an investment, and a few months later, you have to shut down? We live in an uncertain world and things can change at any given time, so you need to look at how much of your money you can get back if you do have to shut down or the business is no longer profitable, similar to a liquidation.

Income approach – Now, you may be wondering, what if a business doesn’t have a whole lot of assets? With digitization and more focus on service than products, this type of valuation needs to be done more now than ever. With an income-approach valuation, you look at the potential profit that you may have from the business in the future and how far you can take it.

Market approach – This model includes looking at the industry that your potential investment is a part of and how businesses of its size are doing and what they are valued at. This involves knowing the values of other businesses, at least an educated approximate value so that you can be sure that you’re not selling yourself short. The market approach of valuation is best suited for businesses that are small or newly founded.

Due Diligence and Valuation

When doing your due diligence, proper valuation can sometimes make you see things that you were otherwise missing. There’s only so much that you can do when you’re looking at a business, on its own, in an isolated environment. But once you consider its place in the market, look at its assets, and have an idea of how much money it may make you in the future, your decision can be greatly shifted.

That being said, due diligence and valuation isn’t easy. And while yes, you can try to do your best and get as much information and numbers as possible, is that really a risk that you’re willing to take?

Conducting research on a firm is one of the hardest steps of the M&A process. There’s a lot that you can leave behind or think of as unimportant if M&As aren’t what you specialize in. Having a professional or a team to assist you is the best thing that you can do to not only secure your business but also your own future.

It is important to have an experienced firm that you can partner with for the due diligence and valuation process that can provide you with a holistic solution and comprehensive plan for one of the most important decisions of your business. It is important to focus on the fundamentals that include a company’s; net worth, asset valuation, historical earnings valuation, relative valuation, future maintainable valuation, and discount cash flow valuation to ensure the success of your deal.



Scroll to Top