ITAA Services and Expertise

Mergers, Acquisitions and Divestitures

Realise business synergy from structural change

Engaging with ITAA’s tools and processes will unlock a wealth of information whether you are at the due diligence or implementation stage. The results enable the evaluation of the current state for each entity and will facilitate the development of an optimal future licensing model and road-map the business transition both technically and commercially. Ultimately delivering an optimal outcome for the merger, acquisition or divestiture.

Our Process

  • Scope

    • Determine the scope of the due diligence exercise by Software and IT Service providers
    • Discuss timelines to engage with suppliers
    • Review IT vendor relationships including licensing and service agreements, actual software deployments and future requirement data
    • Identify opportunities for vendor consolidation and harmonisation to deliver optimal commercial and/ or technology based benefit
    • Calculate the existing and planned IT landscape operational and capital expenditure costs

  • Analyse

    • Identify contractual software use limitations for mergers, acquisitions and divestments
    • Create an as-is software bill of material per organisation
    • Measure and compare product use with contractual entitlements
    • Review in scope IT service provider agreements to capture and review terms of use
    • Identify cost saving opportunities
    • Identify and calculate non-compliance risk values
    • Map, compare and analyse like for like agreements, products and services between the parties
    • Identify future IT landscape changes including software upgrades

  • Calculate

    • Consolidate, carve out or procure products to create an optimal future proof Bill of Material factoring in organisational changes for mergers, acquisitions and divestments.
    • Determine contractual terms of use to be retained or be novated
    • Prepare and calculate the necessary purchases to mitigate risk, account for new technologies, and potential software migrations including Cloud subscriptions
    • Calculate the total costs by capital and operational expenditure for the finalised Bill of Material(s)

  • Finalize

    • Implement actions to mitigate contract compliance risk
    • Prepare and negotiate software transition agreements with optimal market leading contractual terms
    • Prepare a negotiation strategy for all parties covering new, existing and consolidated agreements for software and service acquisitions
    • Benchmark deals
    • Review proposals and create cost models to measure progress against cost targets
    • Redline agreements and Order Forms
    • Review final agreements for accuracy against agreed terms