M&A assurance · Fixed fees at deal speed
M&A Cyber and Tech Due Diligence for UK Private Equity
One diligence covering cyber, technology and AI, mapped to valuation and the SPA and delivered to investment committee standard: whether the architecture can carry the thesis, what the technical debt does to EBITDA, whether the security hides a breach, and whether the AI in the deck exists in the codebase. Fixed fees by stage from £15,000 + VAT, with the five day red flag screen credited in full against core diligence.
The diligence at a glance
Definition
What is M&A cyber and tech due diligence?
M&A cyber and tech due diligence is the evidence based examination of a target’s technology before, during or after a transaction: whether the architecture can carry the investment thesis, how much technical debt the price is hiding, whether the security hides past breaches or regulatory exposure, and, increasingly, whether the AI in the deck exists in the codebase.
Intelance delivers all of it as one diligence: cyber, technology and AI examined together, mapped to valuation and the SPA, and delivered to investment committee standard at deal speed. Fees are fixed by stage, from a five day red flag screen at £15,000 + VAT that is credited in full against core diligence. Sell-side vendor due diligence and a portfolio retainer for funds screening multiple targets a quarter sit alongside the buy-side scopes.
The wider practice is described under technology, delivery and M&A assurance. After completion, the integration assessment covers the health of what you now own, and the Independent Technology Audit answers the standing questions between deals.
Mapped to the money
Findings land as valuation, SPA and CapEx positions.
IC standard
A 10 to 15 page paper the committee can interrogate.
Deal speed
Five days for the screen, two to three weeks for core.
AI claims tested
Real, wrapper or liability, claim by claim.
The risk map
Six places deal risk hides
The data room rarely volunteers any of these. Each card says what gets examined and what the IC receives.
Architecture versus thesis
Whether the platform can carry the growth the model assumes: scale, multi-tenancy, integration readiness for the buy-and-build.
OutputAn architecture verdict priced against the thesis.Technical debt
The rewrite hiding in the codebase, quantified: what must be spent, when, and what happens to EBITDA if it is not.
OutputA 36 month CapEx model the IC can interrogate.Security controls and history
Controls tested against evidence, breach indicators checked, regulated data exposure mapped before it becomes your exposure.
OutputA cyber risk register mapped to valuation and the SPA.The AI claims
Every deck claims AI now. We establish what is proprietary, what is a wrapper on someone else’s model, and what is a regulatory liability.
OutputAn AI exposure register: real, wrapper or liability, per claim.Key person concentration
Who holds the system in their head, what leaves with them, and what retention should cost the deal.
OutputA key person map with retention priorities.IP and licensing
Who owns the code, what open source terms contaminate it, and which licences do not survive a change of control.
OutputIP and licensing findings, ready for the SPA schedule.How it works
From first call to post-close at deal speed
The process is built around the deal clock: the screen answers kill or continue in five days, and the final pack lands while the IC date still matters.
The deal screen
Thirty minutes on the deal, in confidence, with an NDA within hours if you prefer it signed first. We tell you which scope fits and what it costs. No fee.
The red flag screen
Teaser and data room reviewed, management heard, and the kill or continue question answered before serious money is spent. From £15,000 + VAT, credited in full against core diligence.
Fieldwork
Architecture, code where valuation depends on it, cyber evidence, AI claims and the team, tested against the thesis. Core from £35,000. Deep dive from £90,000.
The IC paper and CapEx model
Draft to the deal partner first: ninety minutes walking the findings, the commercial framing stress tested, and the final pack inside five working days.
The 100 day plan
Findings become the integration plan. If surprises surface later, the post-close assurance review establishes what you bought, from £15,000 + VAT.
Deep dives on software heavy or regulated targets run four to six weeks, and we say which at the deal screen. Sell-side timelines are set by the exit plan rather than the deal clock.
Published fees
The six scopes and their fixed fees
One partner across all of them, so nothing falls between a cyber report and a technology report.
Red Flag Screen
Teaser and data room reviewed, management heard, the kill or continue question answered in five days. Credited in full against core diligence.Best whenYou are deciding whether the deal deserves serious spend. FeeFrom £15,000 + VAT5 days 02
Core Diligence
Full cyber, tech and AI diligence with the IC paper and CapEx model.Best whenThe standard mid-market deal with an IC date set. FeeFrom £35,000 + VAT2 to 3 weeks 03
Deep Dive Diligence
Code level examination, extended cyber testing and AI model review.Best whenSoftware heavy targets, regulated sectors or suspected breach history. FeeFrom £90,000 + VAT4 to 6 weeks 04
Vendor Due Diligence
Your technology story told truthfully before buyers test it, with time to fix what they would find.Best whenYou are preparing an exit six to twelve months out. FeeFrom £45,000 + VAT3 to 4 weeks 05
PE Diligence Retainer
Unlimited red flag screens, priority mobilisation and one bench across the portfolio, with 60 day cancellation.Best whenThe fund screens multiple targets a quarter. FeeFrom £8,000 + VAT / month 06Post-Close Assurance Review
What you bought, established independently, with lender comfort where needed.Best whenSurprises are surfacing, or the 100 day plan needs a reset. FeeFrom £15,000 + VAT5 to 10 days
The alternatives
How cyber, tech and combined diligence compare
Commission the scope the deal needs. For most mid-market PE deals, the combined diligence removes the seam where findings get lost.
Breach history, security controls, exposure of regulated data
Cyber risk register, remediation plan
Regulated targets, or a prior breach suspected
1 to 2 weeks
Architecture, scalability, technical debt, engineering capability
CapEx model, architecture review, IP review
Targets that are mostly software and SaaS
2 to 4 weeks
Whole-stack cyber, technology and AI risk, mapped to valuation
IC paper, CapEx model, cyber register, AI exposure register, 100 day plan
Mid-market PE that wants one partner across cyber, tech and AI
5 day screen, 2 to 3 week core, fixed fees from £15,000 + VAT
Scope
Exactly what the fee covers
You get
An IC paper of 10 to 15 pages, the draft walked with the deal partner before it is final.
A 36 month CapEx model the investment committee can interrogate.
A cyber risk register and an AI exposure register, mapped to valuation and the SPA.
A key person map with retention priorities, and IP findings ready for the SPA schedule.
A 100 day plan that turns the findings into the integration programme.
This is not
Financial or legal due diligence. We work alongside your accountants and lawyers. The technology is our lane.
A questionnaire pass. Claims are tested against architecture, code and evidence, at deal speed.
A conflicted opinion. The diligence never assumes you buy anything else, and fixes or integration work can go to anyone.
Deal-breaking theatre. Most findings price or structure the deal rather than kill it, and a kill recommendation arrives with the evidence.
Where to start
The calls we usually get
Four situations deal teams call us from. If yours is different, the deal screen pins it down, without a fee.
Why Intelance
The rules this work runs under
One partner across cyber, tech and AI
One diligence, one bench, one IC paper: no seam between a cyber report and a technology report where findings get lost.
Fixed fees by stage
Published, fixed in writing, with the red flag screen credited in full against core diligence.
We work at deal speed
Five days for the screen, two to three weeks for core, and the final pack inside five working days of the draft walk.
Mapped to the money
Findings land as valuation, SPA and CapEx positions rather than technology commentary.
No stake in the outcome
We hold no position on whether the deal completes, the diligence assumes no further work, and we take no vendor commission.
Who carries out the work
Every diligence is led by a senior reviewer, supported by senior consultants and established delivery partners.
Guides for deal teams
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Tell us about the deal
Thirty minutes in confidence with the person who would run the diligence: the target, the thesis and the IC date. An NDA arrives within hours if you prefer it signed first, and the right scope with its fixed fee follows in writing.
FAQs
Due diligence questions answered
What is M&A cyber and tech due diligence?
The evidence based examination of a target’s technology before, during or after a transaction: whether the architecture can carry the investment thesis, how much technical debt the price is hiding, whether the security hides past breaches or regulatory exposure, and whether the AI in the deck exists in the codebase. Intelance delivers cyber, technology and AI as one diligence, mapped to valuation and the SPA.
How much does M&A technology due diligence cost?
Fixed fees by stage with Intelance: the five day red flag screen from £15,000 + VAT, credited in full against core diligence. Core diligence from £35,000 + VAT. Deep dives from £90,000 + VAT. Sell-side vendor due diligence from £45,000 + VAT. The portfolio retainer from £8,000 + VAT per month. Every fee is fixed in writing before work starts.
How fast can technology due diligence be done?
The red flag screen answers kill or continue in five days. Core diligence runs two to three weeks to a final IC paper, with the draft walked with the deal partner first and the final pack inside five working days of that walk. Deep dives on software heavy or regulated targets run four to six weeks.
What is a red flag screen in due diligence?
A five day examination of the teaser, the data room and a management conversation, answering one question: should this deal continue before serious money is spent? It runs from £15,000 + VAT, and the fee is credited in full against core diligence if the deal proceeds, so the screen costs nothing extra on deals that go ahead.
How are AI claims tested in due diligence?
Against the codebase and the evidence rather than the deck: what is genuinely proprietary, what is a wrapper on someone else’s model, and what carries regulatory exposure under the EU AI Act. The IC receives an AI exposure register with a verdict per claim: real, wrapper or liability.
What is the difference between cyber due diligence and tech due diligence?
Cyber due diligence examines security: breach history, controls and regulated data exposure. Tech due diligence examines the platform: architecture, scalability, technical debt and engineering capability. Run separately, findings fall between the two reports. The combined diligence examines both, plus AI, and maps everything to valuation.
Do you run sell-side vendor due diligence?
Yes. Vendor due diligence from £45,000 + VAT tells your technology story truthfully before buyers test it, six to twelve months ahead of an exit, with time to fix what a buyer’s diligence would otherwise find and price against you.
What happens after completion?
The findings become the 100 day plan. Where surprises surface after close, the post-close assurance review from £15,000 + VAT establishes independently what you bought, and the integration assessment covers the health of the integration you now own.