Transaction services

Achieve your strategic goals and make informed M&A decisions

Financial, commercial and operational
insight to maximise deal value

The PwC Transaction services team helps clients to achieve their strategic goals and to make informed M&A decisions.

We guide our clients through various transactions that may result in either an acquisition, disposal or stock exchange listing.

We are the largest dedicated due diligence team in New Zealand and have specialists located in Auckland, Wellington and Christchurch servicing a wide range of clients across various industries.

The team works in combination with other PwC specialists including:

  • Corporate finance and valuations
  • Tax M&A team
  • IT, Cyber, Operational, HR due diligence specialists
  • Financial due diligence and other M&A specialists in Australia and around the world
  • Industry experts drawn from the New Zealand firm and/or overseas PwC firms

Through our collective experience, we are involved in more deals than any other firm in New Zealand. Our team’s focus is on meeting the challenges that arise in a fluid business environment and solving the key complex issues that surround deals.

How we can help

Our team of specialists offers a fully-integrated due diligence approach, and with the resources of more than 10,000 people globally, we have the ability to provide companies with complete international coverage. We are uniquely positioned to focus on the longer-term return from each deal because our services span the entire deal spectrum, from acquisition strategy and evaluation, to post-acquisition integration. Combining these resources with our industry sector knowledge means we can offer you a world class service.

Our services

Buy-side due diligence

All businesses involved in a buy-side acquisition need to ensure that the financial information they hold is as accurate as possible, not only to prevent paying too much, but also to ensure that their governance and risk management objectives are met.

  • From the buyer’s perspective, the quality of information available about a potential acquisition determines the ultimate success of a transaction. Without ensuring that the financial statements of a business reflect the reality, a deal may deliver less than first impressions suggest.
  • To ensure an efficient sales process, vendors need to present their financial information to potential buyers as transparently as possible. An independent assessment provides potential buyers with certainty about the business and the nature of its earnings and cashflows.
  • Financial due diligence can help to identify and focus attention on the factors in the business that will be critical to its future success.

Benefits of PwC due diligence

  • Enhances the buyer's understanding of the target business, therefore increasing the likelihood of the deal achieving its objectives.
  • Helping buyers to identify and understand critical success factors so that informed acquisition decisions can be made.
  • Provides purchasers with greater certainty over the nature of the business and the characteristics of its cash flow. This helps pricing decisions and the level of gearing the structure will support. 

Recent deals where we have performed buy side due diligence

  • Trade Me
  • NZ Bus
  • Evolution Healthcare
  • Specialist Radiology Group
  • Tom & Luke
  • Curtain Studio
  • Sharpshooter Imaging
  • Tuatara Breweries
  • Icebreaker
  • Bell Tea & Coffee
  • Go Healthy
  • CarterHoltHarvey
  • Yealands Family Wines
  • Hancock Timber Resource Group
  • Sealord
  • Serato
  • Pukeko Pictures
  • Sistema
  • Waikato Milking Systems
  • Magic Memories
  • Higgins
  • Johnston's Coachlines
  • Manuka Health

Vendor due diligence

Vendor due diligence ('VDD') is a specialist product, designed to meet the needs of sophisticated buyers, both trade and private equity. A comprehensive and quality VDD report will add value to the vendor through a reduction in transaction risks (to both the vendor and bidders), by ensuring deal momentum is maintained, a logical process to the deal is adopted, key value drivers of the business are clearly communicated, and that value is maximised.

It allows the collation and analysis of information to ensure management is placed in the best position from which to go forth and sell their business. VDD will ensure your deals are done successfully.

Benefits of PwC VDD

  • Identify key value issues

Both risks and upsides will be identified early in the process. Risks can be dealt with up-front rather than allowing them to become negotiation points by potential purchasers. PwC also focuses on identifying upsides which enhance value.

  • Independent in-depth analysis and interviews

Our in-depth review will cover off issues relevant to all prospective bidders to ensure no surprises arise. Our due diligence procedures and Q&A will also give the management team an opportunity to prepare themselves for management presentations with bidders.

  • Limits the involvement of head office and finance personnel

One detailed financial review resulting in greater control of the sale process, a short timetable once the Information Memorandum (IM) hits the market, and reduced disruption to Management.

  • Reduces the amount of buy-side due diligence

Our VDD product covers the common analysis and requests from trade and private equity purchasers. Specific buy-side due diligence may be required but it should be minimal.

  • Allows bidders to put forward their best bids

PwC's detailed approach and brand reputation provides bidders with a high degree of confidence in the information provided.

Client case study

Recent clients we have assisted with vendor due diligence

  • Manuka Health
  • Habit Group
  • Icebreaker
  • Roof Tile Group
  • Hellers
  • Formica
  • PGG Wrightson
  • Nelson Forests
  • My Food Bag
  • Hirepool
  • UDC
  • Oceania Healthcare
  • Go Bus Holdings
  • HEB Construction
  • Matariki Forests
  • Kaingaroa Timberlands
  • WhereScape
  • Datacom
  • Fisher & Paykel Finance
  • NDA

Capital markets

The Transaction Services team has extensive expertise in assisting clients with public equity and debt offerings. We can work together with you through the following phases of issuance:

Evaluation of options
  • Advice on the potential capital raising or exit options.
Structuring and planning of offer
  • Advice on the tax and financial considerations of the potential offer structures.
  • Advice on the financial information requirements for the Public Disclosure Statement (PDS), including: audit requirements, prospective financial information requirements, and materiality guidelines.
Due diligence
  • Due diligence report on the historical and forecast financial and tax information to be included in the PDS. Opinion to the Due Diligence Committee on this information.
  • Attendance at Due Diligence Committee meetings.
Preparation of prospectus
  • Assisting with preparation of financial information in offer document.
Evaluation of options
  • Advice on the potential capital raising or exit options.
Structuring and planning of offer
  • Advice on the tax and financial considerations of the potential offer structures.
  • Advice on the financial information requirements for the prospectus, including: audit requirements, prospective financial information requirements, and materiality guidelines.
Due diligence
  • Due diligence report on the historical and forecast financial and tax information to be included in the prospectus. Opinion to the Due Diligence Committee on this information.
  • Audits of the historical financial statements.
  • Attendance at Due Diligence Committee meetings as an observer.
Preparation of prospectus
  • Assisting with preparation of financial information in offer document.

We have been involved with the following IPO processes as the Investigating Accountant:

  • Oceania Healthcare
  • Evolve
  • Kathmandu
  • Ecoya
  • Z Energy
  • Tegel
  • Fonterra
  • Vitaco
  • Metro Performance Glass
  • Airwork
  • Investore

Other engagements

Our Transaction Services team’s core product is to provide market leading due diligence services with respect to mergers and acquisitions and capital markets transactions. However, we have developed a range of other specialities and products using our key skills of collecting, analysing and reporting information.

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Supplier due diligence

During the GFC, our clients became more aware and concerned about the financial stability of their current or potential suppliers or clients.

How we can help

We are able to provide a report focused on indicators of financial instability such as macro-economic factors, leverage, recent cash flow or profit trends, issues with shareholders and credit rating agency reports.

Our report can be prepared using management information, or through the use of publicly available information.

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Other services also include:

  • Standard costing reviews
  • CFO Reporting
  • Advice on disposal processes
  • Verification exercises.

Delivering deal value

Commercial due diligence

Any business seeking to make an acquisition needs to understand not only the specific performance of the intended target, but how this relates to projected market conditions and its competition within a specific industry.

  • Making an acquisition means considering not only the merits of an individual business, but also the context in which the business operates. Without understanding the unique qualities of the sector a business is in, it is impossible to arrive at a realistic valuation.
  • A whole range of factors can influence the competitive state of a market. These include technology, customers, legislation, powerful buyers and the emergence of new geographic markets. Each of these needs to be considered for the impact that they might exert on the future value of an acquisition.
  • A potential acquisition may be projecting very high earnings. These need to be validated against data from the market to test their reliability. Equally, earnings projections may be based on the development of new products or markets. These assumptions also need to be assessed against the broader general market.
  • PwC’s commercial due diligence services are supported by our dedicated industry expertise and our broad geographical reach. Our understanding of specific markets allows us to assess assumptions and projections and provide efficient, cost-effective services in a timely manner.

Benefits of PwC commercial due diligence

  • We have carried out more than 600 commercial due diligence and 150 consulting assignments worldwide. The extent of our global reach means that we can help our clients spot opportunities and advise them on all the relevant factors to help them establish themselves in the appropriate markets.
  • We can help assemble the teams and share our in-depth industry and market know-how to identify and address the key issues quickly and cost-efficiently.
  • PwC's conclusions are based on well-researched and integrated views on all aspects of the transaction. This translates into a less cumbersome and more efficient due diligence process, meaning your organisation may only have one report rather than two or three. This then saves you time and of course, cost.
  • In New Zealand we draw upon Australian and Singapore Commercial Due Diligence based teams to compliment our knowledge of our market.

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General HR due diligence

Much of the value realisation in a merger or acquisition depends on the attitudes and behaviour of people involved in the target business. It is therefore important to gather people related information to help evaluate current issues that might diminish the value or impede anticipated value realisation post-deal. In addition to HR relevant information collected in other areas of the due diligence process, this work covers:

  • Retention
  • HR management
  • Culture and values
  • Compensation and benefit systems
  • HR environment

Benefits of PwC HR due diligence

Depending on access to relevant senior management and key HR information (such as culture or climate surveys) PwC can provide solutions to the important questions such as:

  • Retention issues – what is the likelihood that key senior management are at risk of leaving the organisation? Does the organisation have retention issues in relation to staff critical to business operation? What is the typical cost of hiring? Benchmark turnover statistics.
  • HR management – do HR policies and procedures generally meet standard legal compliance and provide a sound framework for managing staff?
  • Culture and values – How adaptable and resilient is this organisation? Are its staff likely to ‘hit the ground running’ post-deal? Is the culture likely to have a positive or detrimental impact on expected value/benefit realisation of the acquisition? If merging two organisational cultures, how different are they and what are the likely implications?
  • Industrial relations environment – What is the current level of unionisation and to what extent is this likely to pose any risks post-deal?

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IT due diligence

The heavy reliance on information technology (IT) for business operations, management information and financial reporting in today’s business environment makes IT a priority item in M&A. Not only does IT often count among the largest capital and operational expenditure items, the owners of a business must also find better ways of deriving value and leverage from IT assets.

  • Purchasers need confidence that the IT assets supporting the business are up to the task.
  • Purchasers need to have a clear view of any IT investment required to maintain the EBIT of the business being purchased and factor these costs into their calculations and negotiations.
  • Vendors need to secure the best possible sale price. Identifying and then mitigating or addressing IT issues with transaction relevance reduces purchaser risk which supports a greater sale price.
  • Vendors and purchasers both need to minimise the impact of the sale and transition process on business operations.

Benefits of PwC IT due diligence

  • Provides buyers with insightful understanding of the cost and impact of system related issues that are relevant to the transaction being considered.
  • Identifies opportunities to improve business performance through enhanced IT enablement and cost reduction.
  • Provides purchasers with options and strategies for managing the IT related aspects of a transaction to avoid disruption to business operations and reduce risk.
  • Identifies IT systems options (and the capital required) for achieving post deal strategies that are being considered during a transaction.
  • Provides purchasers with greater certainty that the IT systems supporting the target business are fit for purpose and identifying resources critical to continued business-as-usual operations.

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Cyber security due diligence

In today’s business environment, IT systems, IP, and data are often some of a business’ most valuable assets, and are also among the hardest to protect. During an M&A process it is important to determine whether these assets are, and have been, appropriately protected so that all parties can make informed decisions about the true value of the data assets and understand the level of risk and exposure in the business being acquired. Our cyber due diligence team draws on the expertise of our cyber security specialists to provide a robust assessment and tailor the level of detail to the circumstances of the transaction, from a high level ‘desk top’ review, to a full scope cyber security assessment.

Benefits of PwC cyber security due diligence

  • Our team’s expertise means we are able to provide vendors and purchasers a clear understanding of the cyber security threats and risks that the business is experiencing and how the business has managed and responded to these risks and what that means for the value of the business.
  • Provides purchasers with an understanding of the business’ cyber security framework. This gives the parties to the transaction confidence if the framework is found to be robust, and can also identify potential risk areas to the business.
  • Provides insight into any historic system breaches so that the purchaser can protect against reputational damage and also factor this into negotiations.
  • Provides an independent assessment of the on-going risk and alternative approaches and costs for managing that risk.

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Deal integration and separation

Delivering on the value of a deal starts well before the deal is signed. It involves clear planning for the activities needed after the deal closes and high quality execution.

  • Global research shows that many deals fail to deliver their forecasted value. For buyers, part of the reason lies in the lack of successful integration of the newly-acquired business. For sellers, its often the lack of a
    divestment playbook.
  • Delivering value requires considerable resources, some of which are needed before the deal is signed.
  • A clear strategy, a well prepared integration plan, a well-resourced & skilled integration team, along with a clear focus on people & culture change are all necessary pre-requisites to successful value creation.
  • PwC has extensive experience of helping businesses integrate their acquisitions, or and separating the divested part of a business. Our teams comprise individuals with ‘in-line’ industry experience.
  • We have developed specific tools and techniques that have proven their worth across multiple transactions.
    The application of these increases the likelihood of your deal delivering real value.

Benefits of PwC post deal integration

  • Our dedicated teams work on-site to help manage the significant changes that a deal generates.
  • We address the immediate issues for the acquirer, covering the initial period before the deal closes (including integration-related input to the Sale & Purchase Agreement), the initial 100 days after the deal closes, and delivery of the first year targets.
  • These targets will include synergy plans, cultural integration, technology implications, and the cost and revenue enhancement plans needed to deliver value from the deal.
  • Our programme management experts help ensure that you develop your plans, maintain progress, and appropriately govern for value.
  • Our broad knowledge of people issues allows us to give practical advice on employee management, addressing culture, organisational development and the necessary style alignment activities across both the acquirer and acquired businesses.

Simply put – deal value, delivered.

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Synergy review & assessments

Bolt-on acquisitions generating revenue and cost synergies are becoming an increasing focus of both corporate and private equity M&A activity, providing a potential buyer with a comprehensive advantage over other buyers.

Benefits of PwC synergy review & assessments

Given the importance of synergies in supporting the valuation of a business, we conduct a detailed review of the synergy proposals underpinning the deal. The focus is on achievability, cost to implementation and timing of delivery.

Our team assesses all aspects of synergy delivery including key risks, interdependencies and the probability of their successful achievement.

Working with management we will scope out an implementation plan, which will include a forecast of the actions, costs and profit impact in the months post completion.

The detail and accuracy of the synergy forecast is increased towards completion as data is received. On completion it provides the backbone of the integration plan.

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Ian McLoughlin

Managing Partner | Deals, Auckland, PwC New Zealand

+64 21 289 9006

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