Navigating transactions with confidence

Mergers and acquisitions (M&A) are transformative events. Whether acquiring, divesting or preparing for a strategic transaction, outcomes depend on the extent to which decision makers are informed by robust financial insights throughout the deal process.
The M&A deal environment is marked by compressed timelines, heightened assessments, increasingly complex deal structures and evolving regulatory requirements. As a result, buyers and sellers alike require rigorous, independent financial analysis to assess if the deal is making sense for the purposes of the Client and to negotiate effectively.

Our team combines strong technical expertise with a deep understanding of businesses and financial drivers. We focus on what matters most to our clients, supporting them in assessing the quality of earnings and financial health of the Company or target to make informed decisions throughout the transaction lifecycle. 
 

Financial assessment with a commercial view

Financial due diligence (FDD) is the cornerstone of any well-executed transaction. Whether representing the buyer to validate an investment case or on behalf of a seller looking to present a business with credibility and transparency with the necessary data precautions, the depth and integrity of financial analysis conducted at this stage is critical. Our team provides financial due diligence from both perspectives, applying the same analytical rigour regardless of which side of the table is being supported.

 

Buy-side financial due diligence

Acquiring a business carries inherent financial and commercial risks. Our objective is to identify deal breakers and red flags proactively and early. In buy-side financial due diligence, we provide acquirers with an independent, in-depth assessment of the target’s financial performance and position to identify potential dealbreakers as well as other considerations for the deal.

Not all buyers, however, approach a transaction with the same objectives. Understanding the distinction shapes every aspect of the deal. 

  • Strategic buyers acquire a target to complement or extend their existing activities, often willing to pay a premium with consideration of the value of expected synergies.
  • Financial buyers focus on investment returns, anchoring on sustainable earnings, cash generation and the levers to grow and exit the business profitably over a defined period.

We cut through complexity to give acquirers a clear picture of the target – whether for a strategic buyer validating synergy potential or a financial buyer stress-testing an investment case. 

Our financial due diligence approach is usually composed of: 

We analyse the sustainability and reliability of reported earnings, identifying items that may distort headline profitability. This extends to an assessment of historical and seasonality trends as well as profiling reviews and analysis.

Our assessment gives acquirers confidence that the EBITDA being paid for is a reflection of the business’s underlying capacity – and flags where it is not, including appropriate normalisations and adjustments. 
 

Understanding the true financial obligations of a target is critical to accurate pricing. We analyse the target’s debt-like items and cash positions beyond the face of the balance sheet, identifying contingent liabilities, off-balance sheet exposures and other items that may affect enterprise-to-equity value bridge. 

Working capital is frequently a source of deal value leakage. We assess the target’s normalised working capital requirements and identify seasonal or structural distortions. 

Sell-side transaction support services:

Vendor due diligence

For sellers seeking to control the due diligence process, accelerate deal timelines and present their business in the most credible light, we provide Vendor Due Diligence (VDD) service to build buyer confidence, reduce deal friction and support valuations. A VDD is an independent financial report commissioned by the vendor but made available to prospective buyers to set the financial narrative early, reduce repeated diligence requests and support stronger, better-informed bids. Our role is to support management in controlling the process while maintaining the integrity of the client’s confidential information.

A well-prepared VDD addresses the same core financial areas that buy-side diligence would analyse, providing buyers with key drivers while keeping the seller in control of the process and the information flow.
 

Vendor assistance

Where a full VDD is not required, we provide sellers with targeted support in preparing for and managing a sale process. Working alongside management, our team helps ensure the business is presented accurately, the financial story is coherent and the process is managed efficiently from the outset.

Financial information pack

Our team organises, sense-checks and strengthens the financial information prepared for prospective buyers – ensuring that management accounts, historical financial performance and key financial metrics are presented clearly and consistently. Where gaps or inconsistencies are identified, these are addressed before buyers have the opportunity to raise them, reducing the risk of unnecessary queries or value adjustments during the process.

Data room preparation

A well-structured and complete data room is one of the most practical tools available to a vendor in a sale process. It signals organisational readiness, builds buyer confidence and reduces the volume and duration of management time consumed by information requests during a live process.

Our team supports management in the design, population and organisation of the data room – working through the full range of financial, legal, commercial and operational documentation buyers and their advisors will typically request.
 

Vendor preparedness

Achieving the best outcome in a sale process is rarely the result of the process itself – it is the result of the preparation that precedes it. Vendors who enter a transaction well-prepared are better positioned to command stronger valuations, maintain process control and avoid the value erosion that commonly arises when issues are surfaced by buyers mid-process rather than addressed by the seller in advance.

Our team helps owners and management teams considering a transaction, whether near-term or over a longer horizon, who wish to understand how the business would be perceived by a prospective buyer and what steps can be taken to maximise value and readiness before a formal process begins.
 

The RSM Malta advantage

Cross functional expertise

We bring together governance, risk, regulatory, and strategic expertise to provide a holistic board assessment.

Adaptable and context‑driven approach

Our approach is tailored to each organisation’s sector, size, risk profile, and governance and strategic maturity.

Global reach with local insight

As part of the RSM International network, we draw on global best practices while applying a deep understanding of the Maltese and EU regulatory environment.

Transaction support that adds value

Navigate acquisitions, disposals, and strategic investments with confidence through expert transaction advice.

Speak to an expert

Bertrand Spiteri
Principal
RSM Malta