Throughput that was never achievable
Capacity demonstrated on a clean test profile, never under real order structure, real seasonality and a real SKU mix. The shortfall is permanent and structural.
Home Due Diligence
M&A · Technical Due DiligenceDeep dive into the asset before you own it.
An independent, operator's read on an automated warehouse — the physical system, the software behind it and whether the numbers in the model survive contact with a peak week. No vendor ties, no stake in the outcome.
The problem
What financial diligence cannot see
Commercial and financial DD tell you what the target earned. Neither tells you whether the automation producing those earnings will still hit its numbers in year three — or what happens the first time volume goes 30 % above plan. In an automated warehouse, the operating model and the machinery are the same object. You cannot value one without reading the other.
Software that is a project, not a product
Per-site branches, undocumented interfaces, licence exposure and two people who understand the material flow logic. One of them is close to retirement.
Service and spare parts
Frequently the most profitable line in the target and the least examined. Vendor contract terms decide whether that margin survives the transaction.
Scope
Four lenses on the same asset
The physical system
ASRS, shuttles, conveying, AMR and AGV fleets, robotics, sorters. Condition and remaining life, spare-parts exposure, bottleneck analysis and realistic sustained throughput measured against the target's own order profile — not the vendor's test profile.
The software
WMS, WCS and material flow control (MFC) architecture, down to the PLC and SCADA layer. Product or project? Release and DevOps discipline, interface debt, licensing exposure, documentation quality and how much of the material flow logic lives in one person's head.
Operational reality
Availability and its causes, maintenance maturity, staffing and shift model, change-request backlog and whether the KPIs in the data room match what the floor actually runs at during peak.
The commercial position
Vendor contracts, acceptance status, open claims and penalties, service and spare-parts agreements and what the stated CAPEX plan is genuinely committed to versus what it has deferred.
Independence
Independent of every vendor in the market
Twenty years of my experience was earned on the vendor side — which is why the read is sharp and why the question of bias deserves a straight answer. No agency agreements, no reseller arrangements and no referral fees from any supplier. Not a system integrator, so no implementation contract waiting behind the report. Paid a fixed fee for the opinion, never a success fee tied to whether the deal completes. Any prior involvement with the target, the vendor or the incumbent integrator is declared before you appoint me.
How it works
Three ways to bring me in
Scoped to the deal stage, so the cost sits in proportion to the decision it supports.
Red flag review
5–10 working days- For
- Screening and IOI stage or when you need to decide whether the asset is worth a full look.
- You get
- A short written opinion naming the material technical risks, the questions to force into management sessions and the SPA, plus a clear view on whether deeper work is warranted.
Full technical DD
3–5 weeks- For
- Confirmatory phase, once the asset is worth the spend.
- You get
- Site visits, vendor and management interviews, a written report against each of the four lenses, a quantified risk register, plus a CAPEX and OPEX view across the intended hold period.
Post-merger support
Scoped per mandate- For
- After signing — for the remediation the diligence identified or for a programme without an owner.
- You get
- Integration management, interim leadership of the automation programme, vendor and claim management or oversight of a ramp-up that has stalled.
What actually happens
The full engagement, end to end. A red flag review stops after step three and compresses the rest into a short written opinion.
-
Data room review
Layouts, throughput specifications, acceptance protocols, availability records and vendor contracts, met with a targeted document request rather than a generic checklist.
Week 1 -
Site visit
The system running under real order profile, ideally during a peak shift. Interviews with operations, maintenance, IT and the vendor.
Week 1–2 -
Technical evaluation
Sustained throughput modelled against the target's own SKU mix. Software architecture, interface debt and licence exposure assessed. Spare-parts and obsolescence review.
Week 2–4 -
Executive report
Findings against each of the four lenses, a quantified risk register with cost and probability, plus a CAPEX and OPEX view across the intended hold period.
Week 4–5 -
Decision support
A debrief with the deal team, the questions to force into management sessions, the clauses worth putting into the SPA and a view on price impact.
Before signing -
Software and PMI depth
Where needed: software assessment, DevOps and licensing review, software valuation, business-model verification and post-merger integration.
As scoped
Evidence
Screened, evaluated and taken to the board
M&A evaluation · Global intralogistics group · China
Finding and validating an acquisition target
The mandate. Identify the right partner for a global intralogistics group to invest in, to add AMR technology to its product portfolio.
The work. Market analysis of the AMR landscape. A shortlist built against defined partner criteria. Management interviews, site visits and hands-on evaluation of the products and the underlying technology. Negotiation of the cooperation agreement.
The outcome. Recommendation prepared and presented to the board. The group invested in the recommended partner.
The same method a fund needs on a target: screen the market, build the criteria, then go and look at the machines.
- Context
- Portfolio gap in autonomous mobile robots
- My role
- Led the evaluation end to end, through to board recommendation
- Technology
- Autonomous mobile robots including fleet controller software
- Outcome
- Investment in the recommended partner completed
The other services
M&A · Technical Due Diligence
An automated asset on your desk?
Happy to walk through a live situation under NDA or to run a short red-flag read on something already in the data room.