Case Study: Mergers & Acquisition Due Diligence: B2B Transportation Hub

The client asked Sphere’s leadership team to evaluate a B2B transportation hub’s technology in preparation for an acquisition.

Scope

In an interesting turn of events, the client placed more value on the business assets (the customers and vendor network) than the technology that ran the business. As a result, the scope of this due diligence was maintenance focused – what are the costs to maintain the technology, transition the customers, then decommission the technology over a 12-18 month period?

Assessment

The target company used an outdated operating-system as well as an external software development team. The target’s small internal team knew very little about the inner-workings of the technology. It was also learned that the external development team’s agreement included a revenue share that complicated a potential acquisition and created serious financial risk:

  • Finding talent familiar with the dated technology would be difficult and expensive
  • The old operating system was nearing end-of-life forcing an immediate migration to the cloud.
  • Security issues from the old OS required additional cybersecurity assessments as part of the OS migration
  • Re-negotiation of the external development team’s contract was mandatory.

Solution

The client was willing to take a number of risks because the business value of the acquisition outweighed the technology limitations. However, a  risk mitigation plan was put into place that included:

  • Renegotiate the external development team’s contract
  • Migrate from the outdated OS to AWS
  • Following the OS migration, lock-down security, and run “as is” for 12 months until the transition is ready

Outcome

For each risk, a mitigation plan was put in place. Understanding the risks, the client made the decision to acquire the business and technical assets of the target. The OS migration was successful.  

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