AEGRYN. CYCLE 4
Acquire without buying a problem.
A successful acquisition rests on auditing the real assets. Aegryn conducts technical, regulatory and organisational due diligence for demanding acquirers.
What classic DDs do not see
Traditional financial and legal audits do not detect the hidden operational risks of a tech target.
Concealed technical debt
Obsolete or poorly documented systems requiring massive post-closing reinvestment. What balance sheets do not show, Aegryn's engineers find. Unanticipated reinvestment of 15 to 40% of the acquisition price to keep the product afloat within eighteen months of closing.
Defective IP title chain
Code containing contaminating GPL licences, missing author contracts on outsourced developments, trademarks not registered in target territories. These flaws invalidate the target's core asset and its valuation.
Unpriced regulatory exposure
NIS2, DORA, EU AI Act, HDS for HealthTech, ACPR or FINMA for FinTech: a non-compliant target engages the acquirer's liability from closing. Post-acquisition compliance costs can exceed several hundred thousand euros depending on the sector.
Human capital flight
Lack of managerial depth and risk of key-profile resignations at the time of the transaction or within six months of closing. Without a retention plan prepared before signing, the best leave exactly when you need them most.
Our role as Operating Partner
Aegryn acts as an independent Due Diligence Partner, alongside your M&A teams, lawyers and usual advisors.
Tech & code sovereignty audit
Analysis of code quality, architecture, maintainability and reversibility. Quantified assessment of post-closing reinvestment costs.
IP & title chain audit
Verification of actual ownership of code, trademarks, patents, licences used and client or vendor contracts. Identification of third-party claim risks.
Compliance & cyber-risk audit
Profiling the regulations applicable to the target by sector. Assessment of the security posture and quantification of compliance costs.
Organisational & talent audit
Assessment of managerial depth and critical dependencies. Identification of profiles to retain and post-closing departure risks. Retention and transition plan.
CIFSO 5000 certification on the target
Official grade (star to B) across the five CIFSO dimensions. AAA or AA grade: confirms the valuation, accelerates closing. A or B grade: identifies material reservations, provides arguments for a price adjustment, escrow clauses or targeted warranties.
Post-acquisition integration plan
30/60/100-day plan: harmonising information systems, integrating teams, migrating vendor contracts, client communication.
A four-step process
Scoping
Week 1
Definition of scope, deliverables, timeline. Tripartite NDA.
Independent due diligence
Weeks 2 to 5
Technical, IP, regulatory and organisational audit. Access to teams and documentation under a confidentiality protocol.
CIFSO report & recommendations
Weeks 5 to 6
CIFSO certification on the target. Risk note. Structuring recommendations for the transfer agreement.
Closing support & PMI
Months 2 to 6
Support on technical points. Activation of the integration plan. Recruitment if needed.
Who it is for
Mid-caps & large groups
Build-up strategies, vertical tech acquisitions.
PE funds, VC & family offices
Independent validation before committing.
Acquiring entrepreneurs
Securing a takeover before signing the transfer agreement.
Acquire without buying a problem.