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         (CNO—DD.120) WORK APPROACH TO DUE DILIGENCE
         Business Purchase & Valuation:
         - The purchase of business in many instances is the largest and most expensive assets purchase in life time and
         therefore  some  caution  should  be  exercised  through  the  due  diligence  process.  Therefore,  assessing  the
         businesses fair value passes through.
         Evaluation & On-Site Analysis:
         - Reviewing and reporting on the financials submitted by the target company.
         - Assessing the business first hand by a site visit (if applicable).
         Collaboration & Finalizing Offers:
         - Working through the due diligence process with the acquisitioning company or investor by defining the key
         areas.
         - Helping prepare an offer based on completion of due diligence.
         Strategic Market Alignment:
         -  Discovering  the  correct  strategy  is  always  challenging,  especially  in  tough  economic  circumstances.  Each
         situation is unique.
         - The variables are numerous: company age, markets, geography, price levels, competitive dynamics, among
         others.
         - Aligning a company and its products to market needs can lead to significant performance improvements.

         (CNO—DD.140) HOW TO CONDUCT DUE DILIGENCE
         Mindset & Approach:
         Start with Open Mind:
         Start with an open mind. Do not assume that anything wrong will be found and look for it.
         Risk Management Approach: Take a risk management approach. While you want to research, ensure you do
         not antagonise the team of the target company with many questions.
         Identify Trouble Spots: What needs to be done is to identify trouble spots and ask for explanations.

         Team & Expertise:
         Get the Best Team: Get the best team of people. If you do not have a group of people inside your firm that can
         do the task, there are due diligence experts you can hire.
         Experience in the Industry: When hiring such professionals, look for their experience record in the industry.

         Comprehensive Analysis:
         360-Degree  View:  Get  help  in  all  areas  like  finance,  tax  accounting,  legal,  marketing,  technology,  and  any
         others relevant to the assignment so you get a 360-degree view of the acquisition candidate.
         Talk to Resources: Talk to customers, suppliers, business partners, and employees. They are great resources.

         Final Output:
         Comprehensive  Report:  Prepare  a  comprehensive  report  detailing  the  compliances  and  substantive



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