01« We have identified a target. »
Decision
What to look at before the letter of intent.
Deliverable
Four Blind Spots review, with a proposed treatment for each: price, warranty, condition precedent.
A few weeks
M&A, Transactions & PMI
An acquisition is won in preparation. It is lost in integration.
Aegryn looks at what financial and legal audits look at little: the code, the rights, the change-of-control clauses, the teams. Financial execution is entrusted to accredited partners.
What we observe
48 to 66%
failure rate of M&A operations across compiled studies, mostly at integration
Wiley Encyclopedia of Management; Kotter et al.
208
Swiss SME M&A deals in 2025, up 16%; up 28% in IT services and software
SECO, kmu.admin.ch
23%
of potential French sellers report a lack of takeover offers
Bpifrance Le Lab, 2025
What this changes
The market has sellers and buyers; what is missing is the preparation that gets the deal done and keeps its promises.
What you get
01
A target examined from four angles that classic due diligence covers little.
02
Negotiation points that are quantified rather than intuited.
03
An integration plan ready before signing.
Six situations
Where you stand. How we step in.
01
02« Someone has approached us to buy the company. »
Decision
How far to prepare before answering.
Deliverable
Seller readiness diagnosis and negotiating position.
A few weeks
03« We want to make two or three acquisitions in three years. »
Decision
Thesis, criteria, process.
Deliverable
Repeatable build-up programme: criteria, standard review, integration playbook.
One to two months
04« The acquisition is signed, integration is stalling. »
Decision
What is urgent, what can wait.
Deliverable
30 / 60 / 100-day plan and steering.
Three to six-month engagement
05« We need to divest a non-core business. »
Decision
Scope and separation of systems.
Deliverable
Separation plan: scope, systems, people, transition agreements.
One to two months
06« My fund needs to validate a technology target. »
Decision
Invest, negotiate or walk away.
Deliverable
Independent technical and organisational review, scored by blind spot.
A few weeks
Our services
- 01Formulate the acquisition thesis and target criteria
- 02Run the target through the four blind spots
- 03Frame the negotiation points arising from the review
- 04Prepare the organisation to be examined (seller side)
- 05Steer the 100-day integration
- 06Structure a build-up programme
Our framework
The Four Blind Spots Review
Each finding is ranked by impact and probability, then treated: price adjustment, specific warranty, condition precedent or point accepted knowingly.
Code and chain of rights
Licences, author assignments, dependencies.
Contracts and change of control
Customers, suppliers, assigned licences.
Compliance and security
Inherited regulatory scope, incidents, available evidence.
People and dependencies
Key managers, retention, culture.
Deliverable
An impact / probability matrix per angle, and for each finding the proposed treatment in negotiation.
By size
SME · 10 to 50 M€
Takeover, MBO or acquisition by a player of similar size, with few advisers around the table. We focus the review on the four blind spots within a few weeks, alongside the lawyer and the accountant.
Mid-cap · from 50 M€
External growth programme, in-house M&A team or investment bank. Aegryn acts as the technical, organisational and integration review partner.
By sector
Finance & Capital
Acquisition of a fintech or insurtech player; approvals and change-of-control authorisations; data portability; DORA on third parties.
Health & Life Sciences
Continuity of CE marking (MDR) and HDS hosting; hospital contracts with change-of-control clauses.
Industry, Energy & Infrastructure
Acquiring digital skills; intellectual property in an industrial environment; founder-developer.
Commerce, Services & Customer Experience
Digital players to complement a physical network; customer data; team integration.
Tech, Innovation & Public Sector
Vertical software build-up; quality of recurring revenue; change-of-control clauses; copyleft.
Typical scenario · illustrative
Services group of 90 M€ wanting to acquire a software vendor with 8 M€ revenue. Within three weeks: two major customer contracts carry a change-of-control clause, a copyleft-licensed library sits at the core of the product, the CTO alone holds the architecture. Three points go to negotiation: specific warranty, condition precedent, retention plan.
What an AI tool will not do for you
An assistant reads a sale agreement. It will not tell you what the change-of-control clause in your first customer’s contract is worth, will not sit across from the target’s CTO, and does not carry liability.
Going further
When the case warrants it, the review can draw on the independent CIFSO 5000 certification, delivered across five dimensions.
Implement
Implementing what was decided, through to acceptance.
- 01
Run the process from review to signing: timetable, parties, documents.
- 02
Prepare and coordinate the technical and organisational review.
- 03
Lead post-deal integration: teams, systems, the first 100 days.
- 04
Track commitments and synergies until delivery.
Going further
Confidential scoping call
Thirty minutes with a named expert from our network, accountable for their scope. No commitment at this stage; terms follow the scoping call.
Talk about your dealNewsletter · Built to Last
Market analysis, company lifecycles, lessons from the field. One letter, no prospecting.