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Due diligence

When acquiring a business, investors face various risks, including financial, legal, market, management, strategic, and unrecorded liabilities. Effective due diligence is crucial to understanding these risks and opportunities. At Thomas VM & Co, we conduct thorough due diligence audits and reviews for both foreign and domestic investors to provide a clear picture of the target company and facilitate a smooth transaction.

Our Due Diligence Services Include:

Financial Due Diligence : Financial due diligence is essential for evaluating investments, mergers, acquisitions, and other transactions involving significant risk. Our team meticulously examines the financial affairs of the target business to identify, quantify, and substantiate value drivers or inhibitors. This process ensures that buyers have a clear understanding of the financial implications of the deal, reducing the risk of unforeseen issues.
Vendor Due Diligence : For vendors, we prepare an independent vendor due diligence report that assesses the financial, commercial, operational, and tax-related aspects of the business. This report provides potential buyers with a credible analysis and highlights both opportunities and risks. It facilitates negotiations, allows for greater competition, retains control of the process, and minimizes disruptions. Key benefits include:
- Negotiating the best deal
- Enhancing competition
- Retaining control over negotiations
- Meeting timelines
- Reducing business operation disruptions
- Minimizing post-completion and separation issues
Buy-Side Due Diligence : Buy-side due diligence is conducted on behalf of potential buyers to confirm the attractiveness of an investment. This may occur at various stages of the deal cycle and can include multiple rounds. Our services include:
- Providing insights into the target company's operations
- Structuring and valuing the transaction
- Negotiating purchase price and agreements
- Determining future financing strategies
- Identifying operational focus areas post-acquisition
- Pinpointing value areas and potential risks
Tax Due Diligence : Tax due diligence is critical in mergers and acquisitions, though it is often not the primary focus. We evaluate the target's tax profile, identify tax exposures, and uncover potential tax benefits. This process includes:
- Validating representations made by the seller during pre-deal negotiations
- Confirming assumptions used by the buyer in valuation
- Identifying material tax exposures and opportunities
- Structuring the deal in a tax-efficient manner
- Developing tax warranties and indemnities to mitigate risks

Our systematic and detailed approach ensures that all aspects of the acquisition are thoroughly analysed, helping clients make informed decisions and achieve successful transactions.

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