M&A Due Diligence

Due diligence to support expansion of operations through acquisition

The client

A large international mining contractor wanted to support their mandate for growth by expanding their operations through the acquisition of a competitor.

With multiple businesses and operations across four continents, the strategic acquisition would add new capability, significantly grow market share in the Australian market and take the business in a new strategic direction. Churchill was engaged when management acknowledged the mammoth task including analysis of more than 1,800 documents from the target entity.

Our client needed to effectively assess the quality of the target’s operations, sales pipeline, management team and systems, while simultaneously agreeing a valuation that accounted for synergies and integration costs. Adding to the complexity, upcoming public reporting commitments meant the acquisition due diligence exercise needed to be completed in a fraction of the normal time frame.

Our approach

The Churchill team leveraged our Post-Merger Integration playbook and years of experience managing integrations with some of West Australia’s largest organisations to deliver the robust due diligence, all in a matter of weeks.

Due to the time restrictions, a Churchill team was rapidly mobilised to run the program management office (PMO) for the due diligence exercise, quantify synergies and develop an integration plan for the combined entities. Our approach was to bolster the management team with skilled resources to deliver an exceptional outcome and included the facilitation of more than 40 governance meetings with workstream leads, third party advisors, client executives and Board members.

Churchill supported multiple workstreams including Operational assessment; Finance & Tax assessment; Legal and Insurance assessment; Funding options; Integration & Synergies; Communications; and Valuation. Our PMO team partnered with our client across the project and with workstream owners to develop workstream plans and identify cross dependencies.

With synergy and integration cost estimates significant drivers of the overall valuation, Churchill applied our playbook to develop bottom up synergy and integration estimates and compare them to other similarly sized integrations.

The outcome

After our compressed five-week due diligence exercise, the client management submitted their best and final offer to the target entity with recognised synergies across Corporate Overheads, Financial & Capital, Operational and Revenue Opportunities.

The due diligence delivered a detailed 15-month integration plan that included 550+ task integrations across communications and branding, organisational structure, technology change, people impacts, legal entity, insurance integration and more.

While the transaction was ultimately postponed, management were supplied with a detailed analysis to support a considered offer to the target entity.