Due diligence

Whether you are a buyer or a seller, PwC’s Middle East due diligence specialists can assist and advise you in your financial, commercial, market and operational due diligence in order to help you maximise the value from a proposed transaction. Our approach to due diligence is about understanding the dynamics of the deal and the business, its motives, its value drivers, its synergies, its risks and, ultimately, its pricing.

Our services span the entire deal cycle, from early stage deal evaluation through execution to post acquisition integration and deal harvesting, depending on the needs of the client.

Financial due diligence

Financial due diligence helps you identify and focus attention on the factors in the business that will be critical to its future success, and ensure that the financial information of the target business reflects the reality.

We focus our due diligence on those areas that have the most impact on value, leveraging our deep local and international transactions experience to uncover hidden risks and opportunities to help you maximise the value captured. We can help buyers to:

• improve your understanding of the target business and therefore increase the likelihood of the deal achieving its objectives
• identify and understand critical success factors and therefore improve your understanding of all the relevant issues so that informed decisions can be made
• highlight strengths that can be built upon or weaknesses that can be resolved.

Vendor due diligence and vendor assistance

For vendors, we can also work with you as either vendor due diligence or vendor assistance specialists. When a company is up for sale (or selling off one of its parts) it needs to show an in-depth report on its financial health to potential buyers. This is called vendor due diligence. PwC provides comfort to both buyers and sellers with an independent view of the business, encompassing its performance and prospects. Vendor due diligence helps you to:

• address the concerns and issues that may be relevant to even the most demanding purchaser
• provide purchasers with greater certainty over the nature of the business and the characteristics of its cash flow
• remove the necessity for a buyer to have substantial access to do their own due diligence work as they will be able to rely on the vendor due diligence report
• minimise the erosion of business value and the potential disruption that a sale process can cause to the business and the management team
• allow the seller to keep control of the sale process
• present balanced findings (including potential upside and downside risks).

For vendors undertaking a disposal or selling off a part of their own business, vendor assistance provides bespoke solutions to assist you in successfully completing your divestments. Our vendor assistance specialists work alongside company management and their lead advisers throughout the process, helping you to:

• understand opportunities and issues on time so that the correct steps are taken
• provide the option to "regroup and fix" outside the glare of publicity
• add credibility to the facts, figures and information provided in the sales memorandum
• retain pace and initiative throughout the sale process.

Commercial and market due diligence

Our dedicated Strategy team comprises commercial and market due diligence experts who will advise you on your investment and acquisition strategies. Their in-depth industry and market know-how allows them to identify and address the key commercial issues quickly and cost-efficiently.

• Your organisation will achieve maximum benefit from the PwC network at the most critical stage of the process and can therefore make informed decisions as to whether this is still a route you wish to take. We help and ensure that you:
• achieve a rapid diagnosis of, and subsequent focus on, key commercial deal issues with the result that you can be sure that you have had expert advice regarding recent developments in the chosen sector
• benefit from our industry expertise, receive well-researched conclusions and integrated views (by working alongside our operational and financial due diligence team) on all aspects of the transaction, without the need to go up the 'learning curve' at your expense.

Sale and Purchase Agreements

For both buyers and vendors, we can provide Sale and Purchase Agreements support.  In any transaction, the Sales and purchase agreements represents the outcome of key commercial and pricing negotiations. Our dedicated Sales and purchase agreements team provides expert support at all stages of a transaction from pre-deal work through to post-completion support.

Pre-deal, the team assists in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their Sales and purchase agreements negotiations formulating the arguments and counter-arguments required to justify your proposed approach. This includes providing advise to you on:

• the appropriate financial benchmarks and related arguments for the purposes of price negotiation and drafting the Sales and purchase agreements
• the working capital requirements of the business
• negotiations of the accounting aspects of the Sales and purchase agreements, including commentary on:
  • the pricing mechanism
  • relevant representations and warranties
  • other accounting related clauses of the Sales and purchase agreements
  • any dispute resolution mechanisms related to the purchase price adjustment.

Post-deal, the team assists clients in protecting or generating value through the execution of any Sales and purchase agreements completion mechanism.