Vendor Due Diligence IT & SI
Value your IT/SI assets and optimise your sale.

As a major player in IT M&A in Europe, Netsystem can help you carry out comprehensive, rigorous IT & IS Vendor Due Diligence tailored to your strategic challenges. Highlight your technological assets and minimise the risks for acquirers.

Recognised expertise in IT Vendor Due Diligence

In an environment where technology plays a central role, IT systems can become a competitive advantage or, conversely, a source of risk.

Our mission: to help you make the most of your IT assets and anticipate investor expectations.

You get :

  • A diagnosis: strengths and weaknesses of the IT environment.
  • A recommendation: an action plan to correct weaknesses or improve processes.
  • Opportunities: we identify the elements that increase value for buyers.

Why carry out IT Vendor Due Diligence?

Key objectives:

  • Guarantee transparency about your IT infrastructures.
  • Highlight your technological strengths to buyers.
  • Identify and correct weaknesses before the transaction.
  • Meet regulatory requirements (RGPD, NIS2, etc.).
  • Speed up negotiations and avoid post-transaction surprises.

Challenges for the buyer:

  • Understanding the investments required after the acquisition.
  • Understanding the risks associated with obsolescence or non-compliance.

The elements we analyse as part of IT Vendor Due Diligence

IT infrastructures

  • Condition of servers, networks and IT equipment.
  • Capacity of the infrastructure to meet current and future needs.
01

Software and applications

  • Inventory of software used.
  • Intellectual property (licences, proprietary developments).
  • Application integration and interoperability.
02

Cybersecurity

  • Assessment of security policies and measures (antivirus, firewall, etc.).
  • Analysis of the risks associated with cyber attacks.
  • History of security incidents.
03

Regulatory compliance

  • Adherence to legal and regulatory standards (RGPD, PCI DSS, etc.).
  • Management of sensitive data and compliance with data protection laws.
04

System performance

  • System reliability, uptime and efficiency.
  • Detection of bottlenecks or inefficiencies.
05

IT risks

  • Identification of potential weaknesses in infrastructure or processes.
  • Risks associated with a possible technological transition.
06

IT costs

  • Total Cost of Ownership (TCO).
  • Technology-related expenses, including subscriptions, hardware and staff.
07

Technology roadmap

  • Planning IT developments.
  • Aligning technology strategies with business objectives.
08

What are the stages in an IT Vendor Due Diligence project?

Project planning and scoping

  • Objectives: Define the expectations of the IT assessment (transparency, risk assessment, preparation for sale).
  • Participants: Identify stakeholders (IT management, external experts, M&A team).
  • Documentation: Gather existing documents (IT inventory, licences, security policies).
01

Analysis of the existing IT environment

  • IT mapping: Documenting all systems, infrastructures, applications and data flows.
  • Identification of critical dependencies: Key systems or software for operations.
  • Cost analysis: Current IT budget, total cost of ownership (TCO) and potential future costs.
02

In-depth technical audit

  • Infrastructure: Checking the performance, reliability and condition of equipment (servers, networks, datacenters).
  • Software: Evaluation of licences, software compatibility and obsolescence.
  • Cybersecurity: Identification of vulnerabilities, audit of security policies, penetration tests if necessary.
  • Regulatory compliance: Verification of applicable standards (RGPD, NIS2, PCI DSS).
03

Data quality assessment

  • Data integrity: Check that the data is not corrupted or inconsistent.
  • Accuracy and reliability: Assessment of potential errors, obsolete or inaccurate data.
  • Accessibility: Ensuring that critical data is accessible without interruption.
  • Data governance: Existence of policies and processes to manage data quality.
04

IT risk analysis

  • Identify the risks associated with the integration of systems after acquisition.
  • Assess threats in the event of IT infrastructure failure or cyber attacks.
  • Examine the risks associated with third-party suppliers and technology partners.
05

Preparing a report

  • Diagnosis: Strengths and weaknesses of the IT environment.
  • Recommendations: Action plans to correct weaknesses or improve processes.
  • Opportunities: Identify elements that increase value for buyers (e.g. high-performance proprietary software).
06

Specific points relating to data quality in an IT audit

We analyse your organisation's data from 3 angles:

  • Data flow analysis: understanding where data comes from, how it flows and where it is stored.
  • Consistency between systems: checking that data is consistent between different applications and databases.
  • Protection of sensitive data: Identifying sensitive data (personal, financial, strategic) and assessing its protection.

Are there any sectoral specificities?

Although the basic methodology remains the same (analysis of infrastructure, systems, security, data and risks), the requirements and points of attention vary from one industry to another due to specific technologies, regulations, business processes and associated risks. Here’s an overview of the differences between sectors:

Health

Key points:

  • Strict regulatory compliance (RGPD, HDS for France).
  • Management of sensitive data (medical records, patient data).
  • Securing critical IT systems (DMP, medical IoT).

Specific risks:

  • Cyber attacks targeting medical data.
  • Non-compliance with HDS standards.
  • Integration of IoT technologies (sensors, connected medical devices).
Automotive

Key points:

  • On-board software (ADAS, infotainment).
  • Complex supply chain (supplier management).
  • Specific certifications: TISAX for information security.

Specific risks:

  • Vulnerabilities in connected vehicle software.
  • Protection of user data.
  • Technological dependence on third-party suppliers.
Defense & security

Key points:

  • Critical IT systems (commands and controls).
  • Protection of classified data.
  • Compliance with national and international standards (ISO 27001, military regulations).

Specific risks:

  • Industrial espionage and targeted cyber attacks.
  • Flaws in the SCADA or IoT systems used.
  • Management of subcontractors in a highly secure environment.
Energy

Key points:

  • IoT technologies: SCADA, industrial IoT.
  • Compliance with the NIS2 directive.
  • Resilience of critical infrastructures.

Specific risks:

  • Cyber attacks on energy networks.
  • Obsolescence of IoT systems.
  • Non-compliance with sector-specific regulations.
Aerospace

Key points:

  • Critical systems for maintenance and flight operations.
  • Management of sensitive data (flight data, logistics).
  • Regulatory compliance (EASA).

Specific risks:

  • Cyber attacks on onboard systems.
  • Dependence on a complex supply chain.
  • Inadequate protection of critical data.
BTP

Key points:

  • ERP systems for project and stock management.
  • Increasing use of BIM (Building Information Modeling) technologies.
  • Coordination with multiple stakeholders.

Specific risks:

  • Theft of strategic project data.
  • Flaws in the interoperability of ERP and BIM systems.
  • Risks associated with non-compliant subcontractors.
Food industry

Key points:

  • Monitoring supply chains and production processes.
  • Product traceability (compliance with health and environmental standards).
  • Consumer data management (marketing, loyalty).

Specific risks:

  • Breakdowns impacting the supply chain.
  • Regulatory non-compliance (health standards).
  • Risks of cyber-attacks on customer data.
Telecoms

Key points:

  • Critical infrastructure (networks, data centres).
  • Protection of user data (calls, personal data).
  • Regulatory compliance (RGPD, NIS2).

Specific risks:

  • Cyber attacks on networks and infrastructures.
  • Flaws in IoT equipment deployed by operators.
  • Non-compliance with data protection obligations.
Luxury

Key points:

  • Protection of VIP customer data.
  • Digitalisation of user experiences (e-commerce, augmented reality).
  • Management of exclusive supply chains.

Specific risks:

  • Cyber attacks targeting high-end customers.
  • Falsification or counterfeiting facilitated by technological flaws.
  • Weak ERP systems for exclusive products.
Cosmetics

Key points:

  • Research and development (protection of proprietary formulas).
  • Global supply chain management.
  • Environmental and regulatory compliance.

Specific risks:

  • Theft or leakage of proprietary formulas.
  • Flaws in product management systems (ERP).
  • Risks associated with non-compliance with international standards.

Talk to an IT M&A expert

If you have any questions or projects (Carve out, IT due diligence, Vendor Due Dil, etc.), please do not hesitate to contact our IT M&A experts.

Vendor Due Diligence IT: the answers to your questions

What is IT Vendor Due Diligence (IT VDD)?

An IT Vendor Due Diligence is an in-depth assessment of the technological and IT aspects of a company as part of a sale or acquisition. It is generally carried out by the vendor before the company is put on the market, to provide potential buyers with maximum transparency regarding IT systems.

Why carry out Vendor Due Diligence?
  • For the seller: This reduces surprises during the negotiation, helps to highlight technological assets and boosts buyers’ confidence.
  • For the buyer: It helps to understand the investments required after the acquisition (e.g. systems upgrades, integration or redesign).
Example of the relevance of a VDD

If a company up for sale uses proprietary software that plays a key role in its operations, the IT Vendor Due Diligence will check whether this software is well documented, whether it is legally protected (by patents or copyrights), and whether it can be easily transferred to the new buyer.

How does a Vendor Due Diligence audit work?
  • Initial phase:
    • Opening meeting with the vendor to understand the technological environment.
    • Collection of key IT documents: systems architecture, support contracts, licence lists, etc.
  • Analysis phase:
    • Document review and interviews with internal IT teams.
    • Use of IT audit tools to assess performance, security and data quality.
  • Feedback phase:
    • Presentation of the results to the vendor in the form of a detailed report.
    • Identification of strengths to be promoted to buyers and weaknesses to be corrected before the sale.
How long does IT due diligence take?

The duration of a Vendor Due Diligence (VDD) depends on a number of factors, including the size and complexity of the company, the scope of the audit and the deadlines agreed between the parties.

Typically, a Vendor Due Diligence can last between 2 weeks and 3 months, or even longer, depending on the size, complexity and specific objectives.

Why include data quality in a VDD?

Data quality has a direct impact on:

  • Post-acquisition integration: Poor quality data can slow down or make the integration of IT systems between the seller and the buyer costly.
  • Strategic decisions: inaccurate or unreliable data can lead to decisions being based on incorrect information.
  • Regulatory compliance: Poor data management can lead to penalties, particularly if laws such as the RGPD are breached.
What are the costs associated with a VDD?

The costs associated with Vendor Due Diligence (VDD) depend on a number of factors, including the size of the company, the complexity of the systems being assessed, the sectors of activity, and the scope of the analyses requested.

We provide a detailed, personalised quote following an initial assessment of your needs.

To find out more about IT M&A transactions

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