Mergers & Acquisitions Due Diligence Service
Uncover Risks. Validate Value. Close with Confidence.
Mergers and acquisitions are among the most consequential transactions a business can undertake. The difference between a successful deal and a value-destroying one often comes down to what you discover—or fail to discover—during due diligence. In Nigeria’s complex business environment, where informal practices, inconsistent record-keeping, and regulatory complexity are common, rigorous due diligence is not optional. In Nigeria, FDD is arguably the most critical stage of the M&A lifecycle—it is the process of looking “under the hood” to validate that the financial statements reflect operational truth. At Qeeva Advisory, we provide mergers and acquisitions due diligence services that help you uncover risks, validate value, and close with confidence.
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Why Nigerian Deals Need Rigorous Due Diligence
Nigeria presents particular due diligence challenges that can significantly impact deal value and success. Here are the most critical gaps we help you address.
Informal Business Practices – Nigerian businesses often operate with informal practices that are not reflected in financial statements. Cash transactions, undocumented arrangements, and informal vendor relationships create risks that must be uncovered during due diligence. In Nigeria, due diligence is a critical safeguard given the prevalence of informal economies and varying standards of bookkeeping in some sectors.
Inconsistent Record-Keeping – Many Nigerian businesses lack robust record-keeping. Financial statements may not reflect operational reality, and supporting documentation may be incomplete. Due diligence must validate what is reported against what actually exists.
Revenue Quality and Sustainability – Reported revenue may not be sustainable. Customer concentration, related-party transactions, one-off revenues, and aggressive revenue recognition practices can distort earnings quality.
Undisclosed Liabilities – Nigerian businesses may have undisclosed liabilities, including tax exposures, litigation claims, employee obligations, pension liabilities, and regulatory penalties. Due diligence must uncover these liabilities.
Tax and Regulatory Exposure – Nigeria’s evolving tax regime, including the Nigeria Tax Act 2025 and the N5 million penalty for engaging unregistered vendors, creates significant tax and regulatory exposure. Due diligence must assess compliance and quantify potential exposures.
Working Capital Dynamics – Nigerian supply chains are complex, and businesses often carry higher inventory levels than global peers due to import delays, currency volatility, and supply chain disruptions. Working capital analysis is essential.
Related-Party Transactions – Related-party transactions are common in Nigerian businesses. These transactions may not be at arm’s length and may be used to shift profits or disguise issues.
Currency and Macroeconomic Risk – Naira volatility and macroeconomic uncertainty create significant risks for deals involving foreign currency revenues or costs. Due diligence must assess currency exposure and hedging arrangements.
Integration Complexity – Nigerian deals often involve integration complexity, including cultural differences, systems integration, and workforce integration. Due diligence should assess integration readiness.
The Solution: Comprehensive M&A Due Diligence
We provide M&A due diligence services that help you uncover risks, validate value, and close with confidence. Our approach combines rigorous financial analysis, tax assessment, commercial validation, and operational review.
At Qeeva Advisory, we understand that due diligence is not just a compliance exercise—it is a value protection mechanism. Our team brings deep expertise in financial analysis, tax, transaction advisory, and Nigerian business practices. We help you understand what you are buying, what risks you are assuming, and how to structure the deal to protect your interests.
In Nigeria, due diligence is a critical safeguard. The process of looking “under the hood” to validate that the financial statements reflect operational truth is essential for informed decision-making.
Whether you need full-scope due diligence, targeted financial due diligence, tax due diligence, or commercial due diligence, we provide the expertise and commitment to help you succeed.
Our Comprehensive M&A Due Diligence Services
We offer end-to-end due diligence services tailored to the Nigerian business environment.
Financial Due Diligence
We validate the financial integrity of the target business.
Quality of Earnings Analysis – We analyse the sustainability and quality of reported earnings. We assess revenue recognition, one-off items, accounting policies, and earnings trends to determine normalised earnings.
Revenue Analysis – We analyse revenue by customer, product, channel, and geography. We assess customer concentration, pricing, volume trends, and revenue sustainability.
Cost Analysis – We analyse cost structure, including direct costs, operating expenses, and overheads. We identify non-recurring costs, related-party costs, and cost trends.
Balance Sheet Review – We review the balance sheet, including assets, liabilities, and equity. We identify overvalued assets, undervalued liabilities, and off-balance sheet items.
Working Capital Analysis – We analyse working capital, including inventory, receivables, and payables. We determine normal working capital requirements and identify working capital adjustments. This is crucial in Nigeria where supply chain disruptions often force companies to hold higher inventory levels than their global peers.
Cash Flow Analysis – We analyse historical cash flows, assessing cash generation and cash conversion. We identify non-cash items and assess free cash flow.
Debt and Liability Review – We review all debt and liabilities, including bank debt, shareholder loans, contingent liabilities, and provisions.
Related-Party Transactions – We identify and analyse related-party transactions, assessing whether they are at arm’s length and whether they will continue post-transaction.
Capital Expenditure Review – We review capital expenditure, including maintenance capex and growth capex, to determine appropriate ongoing capex requirements.
Normalisation Adjustments – We identify and quantify normalisation adjustments, including non-recurring items, owner compensation, and related-party arrangements, to determine sustainable earnings.
Tax Due Diligence
We assess tax exposure and compliance.
Tax Compliance Review – We review compliance with corporate income tax, VAT, withholding tax, and PAYE obligations.
Tax Filing and Payment Verification – We verify that tax filings are accurate and complete, and that tax payments have been made on time.
Tax Exposure Quantification – We quantify potential tax exposures, including unpaid taxes, penalties, and interest. Under the NTAA 2025, penalties include N100,000 for the first month of default and N50,000 for every month after for late filing.
TIN Verification – We verify that the target and its vendors have valid Tax Identification Numbers. From 2026, a company’s CAC registration number will become its primary Tax ID, and companies face N5 million penalties for engaging unregistered vendors.
Vendor Compliance Review – We review vendor compliance, ensuring the target has not incurred N5 million penalties for engaging unregistered vendors.
Tax Clearance Certificate Review – We verify Tax Clearance Certificates, required for various transactions under Section 72 of the NTAA 2025.
Transfer Pricing Review – We review transfer pricing arrangements, ensuring compliance with Nigerian transfer pricing regulations and assessing potential exposure.
Deferred Tax Analysis – We analyse deferred tax assets and liabilities, assessing their recoverability.
Tax Structuring Advisory – We advise on tax-efficient deal structuring, including share purchases versus asset purchases.
Post-Transaction Tax Planning – We advise on post-transaction tax planning, including tax consolidation and restructuring opportunities.
Commercial Due Diligence
We validate the commercial rationale and market position.
Market Analysis – We analyse the market, including size, growth, trends, and competitive dynamics.
Customer Analysis – We analyse the customer base, including concentration, retention, satisfaction, and purchasing patterns.
Competitive Positioning – We assess the target’s competitive position, including market share, differentiation, and barriers to entry.
Revenue Sustainability – We assess whether revenue is sustainable, identifying risks to future revenue.
Product and Service Review – We review products and services, assessing competitiveness and future potential.
Pricing Analysis – We analyse pricing, including price trends, discounting practices, and pricing power.
Distribution and Channel Review – We review distribution and channel arrangements, assessing their sustainability and future potential.
Growth Opportunities – We identify growth opportunities and assess their achievability.
Commercial Synergies – We assess commercial synergies, including cross-selling and market expansion opportunities.
Operational Due Diligence
We assess operational capability and risks.
Operations Review – We review operations, including processes, systems, and capacity.
Supply Chain Review – We review supply chain arrangements, including supplier concentration, reliability, and future supply security.
Systems and IT Review – We review systems and IT infrastructure, assessing adequacy, scalability, and integration requirements.
Human Resources Review – We review the workforce, including organisational structure, key personnel, compensation, and retention risks.
Pension and Employee Benefit Review – We review pension arrangements, gratuity schemes, and other employee benefits, assessing obligations and compliance.
Regulatory and Compliance Review – We review regulatory compliance, including licenses, permits, and regulatory requirements.
Environmental and Social Review – We review environmental and social matters, assessing compliance and potential liabilities.
Operational Synergies – We assess operational synergies, including cost reduction and efficiency opportunities.
Integration Readiness – We assess integration readiness, identifying integration challenges and requirements.
Legal Due Diligence
We work with legal counsel to assess legal risks.
Corporate Records Review – We review corporate records, including incorporation documents, statutory registers, and board minutes.
Contract Review – We review material contracts, including customer contracts, supplier contracts, and financing agreements.
Litigation Review – We review litigation, claims, and disputes, assessing potential liabilities.
Intellectual Property Review – We review intellectual property, including trademarks, patents, and licenses.
Real Estate Review – We review real estate, including ownership, leases, and title.
Regulatory Licenses and Permits – We review regulatory licenses and permits, ensuring they are valid and transferable.
Employment and Labour Matters – We review employment matters, including contracts, policies, and compliance with labour laws.
Compliance and Governance – We review compliance and governance frameworks, identifying gaps and risks.
Specialised Due Diligence
We provide specialised due diligence for specific situations.
Cross-Border Due Diligence – We provide due diligence for cross-border transactions, coordinating with international advisers and addressing regulatory and cultural differences.
Distressed and Turnaround Due Diligence – We provide due diligence for distressed businesses, assessing viability, restructuring requirements, and turnaround potential.
Technology Due Diligence – We provide due diligence for technology companies, assessing technology, intellectual property, and scalability.
Real Estate Due Diligence – We provide due diligence for real estate transactions, including property valuation, title, and environmental review.
Carve-Out Due Diligence – We provide due diligence for carve-out transactions, assessing standalone viability, separation requirements, and transitional arrangements.
Public Company Due Diligence – We provide due diligence for public company transactions, addressing regulatory requirements and disclosure obligations.
Due Diligence Reporting and Advisory
We deliver clear, actionable reports.
Due Diligence Reports – We prepare comprehensive due diligence reports that document findings, risks, and recommendations.
Executive Summaries – We prepare executive summaries that highlight key findings and issues for decision-makers.
Risk Assessment – We assess and prioritise risks, highlighting issues that could impact deal value or structure.
Deal Impact Analysis – We analyse how due diligence findings should impact deal value, structure, and terms.
Price Adjustment Recommendations – We recommend price adjustments based on due diligence findings.
Deal Structuring Recommendations – We recommend deal structures that mitigate identified risks.
Warranty and Indemnity Advisory – We advise on warranties and indemnities that protect against due diligence risks.
Post-Deal Integration Planning – We support integration planning based on due diligence findings.
Our Due Diligence Process
We follow a structured, rigorous process for due diligence.
Phase 1: Scoping and Planning – We understand the transaction, define due diligence scope, and develop a due diligence plan.
Phase 2: Information Gathering – We request and review information, including financial statements, tax filings, contracts, and other documents.
Phase 3: Analysis – We analyse information, conduct interviews, and perform analytical review.
Phase 4: Findings and Reporting – We document findings, assess risks, and prepare reports.
Phase 5: Deal Support – We support deal negotiation, advising on price adjustments, deal structuring, and warranties.
Phase 6: Post-Deal Support – We support integration planning and post-deal matters.
Industries We Serve
We provide M&A due diligence services across multiple sectors in Nigeria.
Banking and Financial Services – We provide due diligence for bank acquisitions, insurance transactions, and fintech investments.
Manufacturing – We provide due diligence for manufacturing acquisitions, assessing production, supply chain, and inventory.
Oil and Gas – We provide due diligence for energy transactions, assessing reserves, contracts, and regulatory compliance.
Technology and Digital – We provide due diligence for tech companies, assessing technology, intellectual property, and scalability.
Healthcare – We provide due diligence for healthcare transactions, assessing regulatory compliance, licences, and operations.
Retail and Consumer Goods – We provide due diligence for retail transactions, assessing store performance, inventory, and customer base.
Real Estate and Construction – We provide due diligence for property and construction transactions.
Professional Services – We provide due diligence for professional service firm acquisitions.
Agriculture and Agribusiness – We provide due diligence for agribusiness transactions.
Energy and Infrastructure – We provide due diligence for infrastructure and energy transactions.
Conglomerates – We provide due diligence for complex, multi-business transactions.
Why Choose Qeeva Advisory for M&A Due Diligence
Deep Financial Expertise – Our team comprises experienced professionals with deep expertise in financial analysis, tax, and transaction advisory. Matthew Ogagavworia, FCA, CFAN, brings over 20 years of experience across banking and finance, capital markets, oil and gas, consulting, and audit.
Nigerian Market Knowledge – We understand the Nigerian business environment, including informal practices, record-keeping challenges, and regulatory complexity.
Multi-Disciplinary Approach – We bring together financial, tax, commercial, and operational expertise for comprehensive due diligence.
Practical and Actionable – We provide practical findings and recommendations that support deal decisions.
Rigorous Methodology – We follow established due diligence methodologies that ensure thoroughness and reliability.
Deal Experience – We have experience across the full transaction lifecycle, from due diligence to negotiation to integration.
Confidentiality and Discretion – We handle due diligence with the utmost confidentiality and discretion.
End-to-End Support – We provide comprehensive services from due diligence to deal support to post-deal integration.
Long-Term Partnership – We build lasting relationships, providing ongoing support as your business evolves.
Confidentiality and Integrity – We treat your business and transaction information with the highest level of confidentiality.
Related Services
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Business Valuation Services – We provide professional business valuations for M&A, financial reporting, shareholder disputes, and capital raising.
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Financial Reengineering & Corporate Reorganization Services – Restructure for resilience, reorganize for growth, and rebuild value.
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Investment and Project Advisory Services – Identify opportunities, structure investments, and deliver projects.
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Investment Appraisal & Security Analysis Services – Evaluate opportunities rigorously, assess risk thoroughly, and invest with confidence.
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Financial Advisory Services – Expert guidance for strategic growth and financial success, including capital raising, M&A, and risk management.
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Legal & Regulatory Advisory Services – Navigate complexity, ensure compliance, and protect your business.
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Risk Management Services – We specialize in identifying and managing business interruption risks, including regulatory compliance and internal audit support.
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Forensic Accounting & Security Analysis Services – Detect fraud, quantify losses, and strengthen security.
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Business Recovery Services – Rescue your business, restore stability, and rebuild for growth.
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Turnaround Management Services – Rescue distressed businesses, restore profitability, and build sustainable value.
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Suggested Reading
Mergers and Acquisitions: What To Know Before Buying Or Selling – A comprehensive guide to navigating the M&A process, from valuation to due diligence and integration.
A Comprehensive Guide to Valuation for Financial Reporting in Nigeria – Valuation is one of the most critical yet misunderstood areas of financial reporting in Nigeria.
5 Strategies For A Smooth Post-Merger Integration – Practical strategies for ensuring a successful integration after a merger or acquisition.
Business Restructuring Verses Reorganization – Understanding the difference between restructuring and reorganization, and when each approach is appropriate.
Supporting Liquidation Planning for a Struggling Enterprise – Practical guidance for businesses facing financial distress, including restructuring options and turnaround strategies.
Budgeting Techniques for Sustainable Growth in Nigeria – A well-structured budget is not about restraint. It is about direction, clarity, and control.
Deferred Tax Asset Validation Burndown: Complete Guide for Nigerian Businesses – Deferred tax asset validation is a critical financial reporting discipline.
Preparing a Business for External Audits in Nigeria – External audits can be daunting, but with the right preparation, they become an opportunity to demonstrate your business’s financial integrity.
Frequently Asked Questions (FAQ)
1. What is M&A due diligence?
M&A due diligence is the process of investigating a target business before acquisition or investment. It involves reviewing financial, tax, commercial, operational, and legal matters to identify risks, validate value, and inform deal decisions.
2. Why is due diligence important in Nigeria?
Due diligence is particularly important in Nigeria due to the prevalence of informal business practices, inconsistent record-keeping, and regulatory complexity. In Nigeria, FDD is a critical safeguard given the prevalence of informal economies and varying standards of bookkeeping in some sectors.
3. What is Financial Due Diligence (FDD)?
Financial Due Diligence is the process of reviewing a company’s financial records and operating data to assess the accuracy of reported financials, sustainability of earnings, cash flow reliability, and identify financial, tax, and operational risks.
4. What is Quality of Earnings analysis?
Quality of Earnings analysis assesses the sustainability and quality of reported earnings. It involves analysing revenue recognition, one-off items, accounting policies, and earnings trends to determine normalised earnings.
5. What is working capital analysis?
Working capital analysis examines inventory, receivables, and payables to determine normal working capital requirements and identify working capital adjustments. This is crucial in Nigeria where supply chain disruptions often force companies to hold higher inventory levels than their global peers.
6. What is normalisation?
Normalisation is the process of adjusting reported earnings to reflect sustainable, ongoing earnings. It involves removing non-recurring items, adjusting owner compensation, and adjusting related-party arrangements.
7. What tax risks should I look for in Nigerian deals?
Key tax risks include unpaid taxes, penalties and interest, TIN compliance, vendor compliance (N5 million penalties under NTAA 2025 for engaging unregistered vendors), transfer pricing exposure, and deferred tax recoverability.
8. What is related-party transaction analysis?
Related-party transaction analysis identifies and assesses transactions between the target and its related parties. These transactions may not be at arm’s length and may need to be adjusted or eliminated post-transaction.
9. How long does due diligence take?
Due diligence typically takes 4-12 weeks, depending on the size and complexity of the target, the availability of information, and the scope of work. We provide clear timelines during planning.
10. Do you provide due diligence for cross-border transactions?
Yes. We provide due diligence for cross-border transactions, coordinating with international advisers and addressing regulatory and cultural differences.
11. Do you serve businesses outside Lagos?
Yes. While our head office is in Ikeja, Lagos, we serve businesses across Nigeria. Our due diligence services are available to clients regardless of location.
12. How do I get started?
Contact us to schedule your free consultation. We’ll discuss your due diligence needs, assess your situation, and provide recommendations for how we can help.
Contact Us
Uncover risks, validate value, and close with confidence. Let us build a partnership that helps you navigate M&A transactions successfully.
Schedule Your Free Consultation to discuss your M&A due diligence needs and explore how we can help.
Phone: +234 802 320 0801, +234 807 576 5799
Email: info@qeeva.com
Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria
Business Hours: Monday to Friday, 8:00 AM – 6:00 PM WAT
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