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4.3.2 LEGAL AND COMPLIANCE
Legal & compliance DUE DILIGENCE shall be performed by the external legal advisors. It aims to assess the target’s compliance with applicable laws and regulations, evaluate its compliance program and identify any potential legal risks or issues.
4.3.3 RISK AND INSURANCE
A key aspect of the risks & insurance DUE DILIGENCE is to check the existence and adequacy of the target’s insurance coverages
4.3.4 HUMANRESOURCE
DUE DILIGENCE on the senior executives, organization, corporate culture and compensation package of the target must be performed. It will help determine how to retain key management and
4.3.5 OPERATIONAL AND COMMERCIAL
Operational & commercial DUE DILIGENCE is the investigation of the operations’ efficiency and how potential synergies could be achieved. The SONEPAR DUE DILIGENCE team shall focus on understanding the business and its structure. Direct access to the target and its key management should help to revise the synergies initially identified and prepare the integration plan.
Analysis of the quality of revenue is an important part of this exercise and shall consist in challenging the plan provided by
4.3.6 IT AND CYBERSECURITY
The audit of the IT systems and the target’s cybersecurity level must be done during DUE DILIGENCE to understand the existing architecture, IT organization, the existing and planned projects,
PHASE 4: DUE DILIGENCE
Calibrate and perform the DUE DILIGENCE
In addition, the HQ Legal team will systematically order a target background check from its compliance data base.
All significant legal or compliance issues flagged during DUE DILIGENCE will have to be thoroughly assessed and reported.
and loss history and to anticipate the target’s integration in the SONEPAR insurance program as of CLOSING.
prevent disruption in the business after the transaction. Potential redundancy costs will also be assessed by the SONEPAR HR team.
the target company versus the historical evolution, by looking in detail at the market expectation, main customers’ contracts, branch’s locations, key suppliers’ conditions, by understanding the internal organization and flows, planning site visits, analyzing logistic facilities and distribution organization. As explained in section 4.2, CLEAN TEAM should be put in place in case of sharing COMPETITIVE SENSITIVE INFORMATION.
potential risks, etc. This is a key and one of the first steps of the integration process, especially for density acquisitions.
26 SONEPAR - ACQUISITION MANUAL - 2021 - FOR INTERNAL USE ONLY
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