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Due Diligence

Source: Playbook v2 EN — Ch. 7 + 8 + Appendix F

DD Phases

Phase When Content
DD1 — Initial During screening Financial & market data gathered during Stage 2 screening
DD2 — Deep Dive Before signing Full operational & legal due diligence
DD3 — Pre-Signing Bank / Finnvera Alignment on covenants, loan structure, bank review

DD2 Charter Template

Objective: As prospective new owners, confirm acquisition financing and verify business condition and staff motivation before final purchase.

Field Content
Objective Ensure financing of the acquisition and verify the condition of the business and the motivation of the staff before the final transaction, so that the business acquisition is safe to execute.
EPICs Financial verification | Legal review | Staff interviews | Tech & systems audit | Customer review | Asset inventory
Risks Distance to business | Technical skill gaps in team | DD is new for the team | Time pressure
Champion ___
Finance lead ___
Operations lead ___
Legal contact ___
SMART Goal By [DATE], the team has built a complete Dataroom in Drive for the bank and Finnvera, enabling the purchase agreement to be signed on [DATE].

DD Checklist: - ☐ Interview all key staff (Staff Interview Form) - ☐ Complete BusBuy 30-60-90-Day Plan (see Appendix F below) - ☐ Knowledge transfer plan agreed with seller - ☐ Bank clauses cross-checked 100% against purchase agreement (covenant alignment) - ☐ Confirm share retirement option if company holds own shares - ☐ Company Owner Role Training Template set up - ☐ Use DD Template Trello board to track all tasks

Financing structure: 80/20 — 20% own equity, rest as a loan at approx. 4–8% interest, min. 7-year repayment. Negotiate 7 years; don't accept 5 years by default.

Chapter 8: Dataroom Requirements

All documents must be current (within 12 months). Share with bank and Finnvera.

Financial Documents

  • ☐ 3 years of financial statements (full view)
  • ☐ Current year P&L and balance sheet
  • ☐ Monthly cash flow for last 12 months
  • ☐ Articles of Association (yhtiöjärjestys)
  • ☐ Shareholder register
  • ☐ Active contracts, leases, and loans

Operational Documents

  • ☐ Employee list with roles and salaries
  • ☐ Customer register (B2B top 10 + total count)
  • ☐ Asset inventory

Also include: Financial Analysis Sheet, executive summary (Canva template).

Appendix F: 30-60-90 Day Plan

Phase Timeframe Key Objectives Success Metrics
Day 1–30 — Stabilise First month post-acquisition Meet all staff individually; shadow all key roles; map all workflows; set up bank access, payroll, insurance; brief customers on ownership change All staff retained; no customer churn; basic financials accessible
Day 31–60 — Systematise Month 2 Document all processes (video + written); set up CRM and sales tracking; recruit any missing key roles; implement Askel tech stack; set up weekly reporting cadence All roles documented; CRM live; weekly reporting running
Day 61–90 — Grow Month 3 Launch first B2B and B2C acquisition campaigns; set revenue targets per channel; owner can step back to 5 hrs/week; first investor/board update prepared First new customers acquired; owner-independent operations; monthly reporting to board

Note: "Boots on the ground" is non-negotiable. Book accommodation for 3–6 weeks near the business.