Technology plays a critical role in how most businesses operate, scale, and compete. As a result, IT can have a direct impact on the value, risk profile, and execution of an M&A transaction.
IT Due Diligence assesses a target company’s IT environment, including applications, infrastructure, cybersecurity, vendors, technology costs, organization, and operating model. The objective is not only to understand the current state of IT, but also to assess whether it can support the investment thesis, day-to-day operations, and future growth ambitions.
A robust IT Due Diligence should therefore go beyond identifying technical issues. Technology findings need to be translated into their implications for the transaction, including potential purchase price considerations, future investment requirements, input to transaction documents, risk mitigation measures, and priorities for integration, separation, or post-deal value creation.
This transaction perspective is particularly important because an issue that appears technical in isolation can have much broader implications, including required future investments, legal protection mechanisms, separation challenges, or integration risks.
What is IT Due Diligence?
IT Due Diligence is a structured assessment of a target company’s IT capabilities, risks, costs, and future requirements in the context of a transaction. Depending on the company and the investment thesis, the assessment typically covers areas such as:
- IT organization, governance, and operating model
- Applications and enterprise systems
- Infrastructure, cloud, and end-user technology
- Cybersecurity and operational resilience
- IT vendors, contracts, and third-party dependencies
- IT operating expenses and capital expenditures
- Data and AI capabilities
- Scalability and the ability to support future growth
- Integration, separation, or standalone considerations.
Why perform IT Due Diligence?
Technology risks can translate directly into financial and transaction risks. Legacy systems, unsupported software, cybersecurity weaknesses, underinvestment, and dependencies on key personnel or vendors can result in unexpected costs or operational disruptions after closing.
Effective IT Due Diligence helps investors:
- Assess whether the IT environment can support the investment thesis
- Identify future investment requirements and technical debt
- Assess cybersecurity risks and operational resilience
- Identify findings that may affect valuation or purchase price considerations
- Determine whether technology risks should be addressed through the SPA or other deal mechanics
- Identify integration, separation, and Day 1 considerations early
- Establish priorities for post-deal remediation and value creation.
The key is to understand not only what the technology issue is, but also what it means for the transaction. This requires combining technology expertise with an understanding of M&A processes, valuation, transaction documentation, and post-deal execution.
Technology findings also rarely exist in isolation. IT cost assumptions may need to be considered alongside Financial Due Diligence; software licenses and vendor contracts may require input from Legal Due Diligence; and identified technology investments may affect the business plan or value creation case. Close collaboration across workstreams can therefore reduce duplicate requests to management while ensuring that findings are assessed consistently across the transaction.
How is IT Due Diligence performed?
Although every transaction is different, IT Due Diligence engagements typically follow a structured process.
Relevant services
Subscribe to our KPMG insights newsletter
Turn insight into opportunity with perspectives and actionable insights on the issues shaping the future of business - from technology and transformation to transactions and financial services.