IT M&A
Due Diligence - Carve out
Your needs : Due diligence | Day 1 – PMI | Vendor due diligence | Transformation
Our conviction: The most strategic decisions are taken by information systems.
IT is a key component in the transformation of organisations, but it is often misunderstood or neglected because it is little known.
Carve-out and IT due-diligence: Olivier Cazzulo talks to CF News
With more than 50 carve-out operations carried out for private equity funds since its creation and around twenty IT due diligences per year, Netsystem has been recognised in the market for its IT M&A practice since 2011.
Watch the video interview with Olivier Cazzulo, CEO of Netsystem.
Your needs
Buy-side due diligence: securing your investment transactions
Our mission: to audit the IT assets of a purchasing target, identify the risks and estimate the possible costs and benefits.
IT & IS due diligence
- Inventory of assets and mapping of the Information System (360° description of the target’s IS: infrastructure, business applications, organisation, etc.)
- Identification of areas of concern across all IS components (technological debt, compliance, security, IP, etc.)
- Verification of legal constraints (rights of third parties, IP, RGPD, Cloud Act)
- Study of possible exit or integration strategies / Budget estimate
- Identification of major projects
- Evaluation of IT budget costs (CAPEX & OPEX)
Cyber due diligence
- Audit of the target’s level of security maturity (Security Rating ®, cyber risk mapping and compliance)
- See our cyber security expertise
Technological due diligence (including code audit)
- Analysis of the target’s ability to deliver its functional roadmap (organisation, skills, governance)
- Identification of potential threats to the code using the KYS®* solution:
- Cybersecurity
- Maintainability
- Intellectual property rights
- Third-party rights (licences)
- Recommendations and corrective measures
Cyber Due Diligence
- Audit of the target’s level of security maturity (Security Rating ®, cyber risk mapping and compliance)
- See our expertise in cyber security
Technological due diligence (including a code audit)
- Analysis of the target’s ability to deliver its functional roadmap (organisation, skills, governance)
- Identification of potential threats to the code using a code scanner:
- Cybersecurity
- Maintainability
- Intellectual property rights
- Third-party rights (licences)
- Recommendations and corrective measures
Day 1 - Post Merger Integration : secure your transaction
Our mission: to secure integration or autonomy while guaranteeing continuity of service.
We analyse the IT challenges and identify the strategic and financial levers to ensure that the integration or separation is carried out.
- Carve-out IT > integration
- Preparing the project from due diligence to 100 days post-operation
- Estimating the complexity of the operation and preparing the carve-out or integration project (issues, porosity, possible scenarios, CAPEX, OPEX, IP, third-party rights, etc.)
- Assess and monitor risks
- Contribute technically to the drafting of the TSA
- Manage the programme for making the system autonomous or integrating it throughout the TSA.
- Carve-out IT > sell-side
- Manage the digital aspects of the sale of the shareholding
- Prepare the carve-out project (technical inventories, licences, issues, porosity, possible scenarios, project cost, etc.)
- Provide technical input into the drafting of the TSA
- Steering the programme in collaboration with the participation management throughout the TSA
- Project management (PMO – Project Management Office)
- Sourcing and contracting selected service providers
- Steering the project with all stakeholders
Vendor due diligence (sell side) : enhance the value of the IS when it is sold
Our mission: to add value to your divestments.
- Valuation of IS assets in a VDD-type report
- Preparing the collection of information to be shared in the Data Room
- Conducting IT Expert Sessions with potential acquirers and the management of the investment
- We conduct IT & IS VDDs (maturity, resources, projects, governance, cyber) and digital VDDs (solution, technical stack, development).
Transformation : understanding the challenges of digital technology
Our mission: to make your post-deal operations more efficient.
Strategy, audit, consultancy and project management
- Drafting and leading the Information System Master Plan (ISMP)
- Supporting the company and its management in their digital choices (ERP, CRM, HRIS, move-to-cloud)
- Managing and steering digital transformation programmes (PMO & Project Management)
- Cybersecurity (audit, outsourced CISO, certifications, risk management and resilience)
- Data compliance (audit, outsourced DPO, support for DPO, IA [Compliance
- Compliance & Ethics], awareness-raising and training)
- Coaching and change management
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.
Some clients
Examples of projects carried out
How Netsystem helped Supergroup with its Carve out project
Disposed of by the Spanish group Logista in the 1st quarter of 2022, Supergroup, which until then had been entirely dependent on the support functions of its former parent company, was to become autonomous within 12 months, particularly in the area of Information Systems.
Netsystem’s experts stepped in to help Supergroup successfully complete its IT carve-out project.
To find out more about IT M&A transactions
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