By PwC
In a volatile deals market, successful acquirers are not simply those who find attractive targets. They are those who arrive prepared: clear on strategy, realistic about value, disciplined in diligence and ready to protect the business from disruption before, during and after the deal is done.
Too often, buyers approach acquisitions through a narrow financial lens. Historical earnings remain essential, but they rarely tell the full story. A business’s value is often shaped by factors that do not appear clearly in the financials, including how it operates, how it serves customers, and the capabilities that underpin its performance. When these areas are not properly understood, value can begin to erode long before the integration plan is put into action.
What buy-side readiness really means
Buy-side readiness begins with organisational preparedness. An acquisition does not fix a weak business; it adds complexity to it. Before a buyer signs a letter of intent, it should be able to articulate why the acquisition fits the overall strategy, how value will be preserved, what risks are acceptable, how the transaction will be funded, and what the first phase of integration should look like.
This level of preparedness requires planning well before a transaction opportunity arises. The strongest acquirers do meaningful preparation before a target is even identified. They understand their strategic priorities, scan the market with discipline, and know what kind of assets will strengthen the business. This prevents a common mistake – allowing an available asset to drive the strategy, rather than using strategic priorities to guide acquisition decisions.
Move from narrow diligence to business diligence
In uncertain markets, due diligence needs to be integrated. Financial, tax, commercial, operational, people and technology workstreams should not operate as isolated due diligence exercises. Instead, they should be brought together to form a consolidated view of business as a whole.
A business may show strong cash flows because it has underinvested in maintenance, stretched working capital or deferred key operational spending. A growth story may look compelling until customer concentration, supply chain fragility or talent dependency is properly tested. Good diligence asks not only whether the numbers are correct, but whether the business can continue to deliver them over the long term.
Protecting value is the first step to creating value
Value preservation and value creation are two sides of the same coin. Buyers often talk about synergies, growth and upside, but in the early stages of a deal the priority is often to stop value erosion. That means protecting liquidity, retaining customers, keeping employees engaged, maintaining supplier confidence, and ensuring management does not lose focus on running the core business.
One of the biggest sources of value leakage is distraction. Transactions demand significant senior management time and judgement, often at deal speed. If the same people are expected to run the deal and run the business, performance can suffer. Buyers should establish a capable transaction team while protecting the capacity of leadership and operations teams to keep the core business stable.
Test optimism with data
Every transaction comes with a story about future growth. The buyer’s challenge is to distinguish genuine value drivers from management optimism. This requires evidence: historical performance, customer data, market dynamics, margin quality, pipeline conversion, management credibility, and the operational capacity needed to deliver the forecast.
A practical rule for buyers is simple: pay for value that can be articulated, evidenced, and executed. If a growth assumption cannot be supported by data or translated into an executable plan, it should be treated as a ‘potential’ upside rather than concrete value.
Integration planning should start before close
Post-deal value capture begins before the deal is completed. Buyers should develop an integration roadmap early, covering people, processes, technology, contracts, assets, governance and decision rights. This is not about planning every detail prematurely; it is about being clear on the deal’s thesis and the critical actions needed to protect and unlock it.
The buyers that capture synergies are usually those that are clear on why they are doing the deal, what must be protected, where the synergies will come from, and how change will be led. Culture and people deserve particular attention. If key talent leaves, customers may follow, and the deal thesis can weaken quickly.
To improve the likelihood of a successful transaction and integration, buyers should consider the following readiness actions:
A practical buy-side readiness checklist
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Define the acquisition strategy before looking at targets.
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Understand your own operating model, capabilities and constraints – what is your right to win?
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Build an integrated business diligence plan across financial, tax, commercial, operational, people and technology dimensions.
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Test forecasts with data, not hope.
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Identify value leakage risks before they become post-close surprises.
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Where possible, separate the deal team from the team responsible for running the business.
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Start integration planning early, with a clear focus on value preservation that leads to value capture.
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Bring stakeholders on the journey, including leadership, employees, funders, and advisers.
Successful acquisitions require more than a well-negotiated transaction. They require a clear understanding of the value drivers, risks and practical actions needed to achieve the desired outcomes.
At PwC, transaction diligence extends beyond identifying risks. By combining deep financial insight with operational, people and technology perspectives, we help buyers make informed decisions, manage risk and prepare for execution from diligence through to post-close integration.
In a market where uncertainty is high and value can move quickly; readiness is a competitive advantage. The buyers who preserve value best are often the ones who create it fastest.
Jaco Prinsloo
Partner | Value Creation, PwC South Africa
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Dr Frances Wright
Associate Director, PwC South Africa
Tel: +27 (0) 72 112 4688
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