Advisory · For $50M–$500M Transactions

Technology & AI
Due Diligence

Know what you’re buying, before you sign and after you close.

Independent diligence for mid-market deals, covering the full technology picture — and the part most firms skip: we test whether the AI story is real and whether AI threatens the target’s revenue model. Every finding is tied to a deal consequence.

Full-scope coverage · tap a topic to see the matching services

30 yrs
in enterprise technology
$1.1B→$14.9B
M&A technology assessment at a telecom operator
TOGAF 10
certified enterprise architect
Senior-led
no junior hand-offs

Each finding is classified, and carries a cost range.

Walk awayRepriceProtect in the SPAFix in the first 100 daysCapture as value

Buy one service, or combine them.

Scope is set by the objective of the deal. Timelines are indicative and depend on target complexity and access.

Screen

Pre-LOI

Fast, low-cost reads before you commit to a letter of intent.

AI Thesis Check

5–7 days

Is the AI story supporting the multiple real, and is AI a threat to the target’s revenue model?

Deliverable

Verdict memo: AI reality rating and disruption exposure

Tech Red-Flag Scan

1–2 weeks

Are there technology issues that kill the deal or move the price?

Deliverable

Go / caution / stop memo with deal implications

Confirm

Post-LOI

Full-depth workstreams that test the investment thesis and size what you are inheriting.

Full Technology & AI Due Diligence

2–4 weeks

Does the technology support the investment thesis, and what are we inheriting?

Deliverable

Scored assessment, findings mapped to deal impact, remediation cost ranges

Architecture & Scalability

1–3 weeks

Can the platform carry the growth plan without unplanned capex?

Deliverable

Scalability assessment, tech-debt and capex estimate

Cybersecurity & Compliance

2–3 weeks

What exposure needs indemnities, escrow or R&W flags?

Deliverable

Security posture rating and inputs for SPA protections

Code, IP & Open Source

2–3 weeks

Does the target clearly own its core IP?

Deliverable

IP chain-of-title and open-source licence findings

AI Governance & Regulatory Exposure

1–2 weeks

What AI liabilities are we taking on, and are they priced or covered?

Deliverable

AI risk register mapped to EU AI Act, NIST AI RMF and sector rules

Technology Organization & Key-Person Risk

1–2 weeks

Who is critical to the thesis, and what retention structure is needed?

Deliverable

Leadership assessment and retention recommendations

Technology Cost & QoE Support

1–2 weeks

Is technology spend normalized in EBITDA, and what is forward capex?

Deliverable

Spend benchmark and normalization inputs for the QoE

Create Value

Post-Close

Turn diligence findings into an owned plan, a clean integration and EBITDA upside.

100-Day Technology & AI Plan

2–3 weeks

What must be fixed by Day 100?

Deliverable

Prioritized remediation plan with costs and owners

Integration / Carve-Out Blueprint

3–6 weeks

How do we capture synergies or exit the TSA quickly?

Deliverable

Target architecture, Day 1 readiness, TSA exit plan

AI Value Creation Roadmap

2–3 weeks

Where can AI improve EBITDA during the hold?

Deliverable

Ranked AI initiatives with EBITDA impact

Monitor & Exit

Hold period

Keep AI risk under control across the portfolio, and be ready when a buyer’s diligence arrives.

Portfolio AI Governance Monitoring

Subscription

Is AI risk under control across the portfolio, and will it hold up at exit?

Deliverable

Quarterly AI-risk scorecard per portfolio company

Exit Readiness Review

2–4 weeks

What will a buyer’s diligence find, and what should be fixed first?

Deliverable

Seller-side technology and AI readiness report

Built for the deal team, not the filing cabinet.

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    AI diligence as a core workstream

    A proprietary rating separates real AI capability from marketing. A disruption assessment tests whether AI threatens the target’s own revenue model.

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    Findings mapped to deal impact

    Every finding is classified as walk-away, price, SPA protection, Day-100 fix or value-creation lever, with a cost range.

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    Scope set by the deal objective

    Effort follows the investment question: validating the thesis, finding repricing risk, sizing post-close investment, planning integration or building the value-creation plan.

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    Calibrated to the mid-market

    Targets are benchmarked against $50M–$500M peers, not Fortune 500 standards, so findings stay proportionate to the thesis.

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    Senior practitioners

    The person who scopes the engagement does the work.

Findings your other advisers can use.

Technology and AI findings are written to feed the financial, legal, HR, commercial and insurance workstreams.

Technology & AI finding Feeds into How it’s used
Technology cost and capitalized R&D Financial diligence / QoE EBITDA normalization, forward capex
Data, privacy and IP ownership Legal diligence SPA representations, indemnities, escrow
Key-person and team dependencies HR and management diligence Retention packages, earn-out structure
AI disruption exposure Commercial diligence Revenue durability, market position
Cyber and AI governance risk R&W insurance and legal Underwriting disclosures, exclusions

Fixed fee. NDA-ready. Senior-led.

Contracting

Engaged through Heuristicworks Consulting LLC as the technology and AI workstream within your broader diligence team.

Pricing

A fixed fee per engagement, set after a short scoping step. Fees depend on the number of products and platforms, engineering team size, modules in scope, depth of review and timeline.

Specialist partners

Used for penetration testing and automated code and open-source scanning where the scope requires it.

Confidentiality

NDA-ready. Findings go only to the engaging party.

Senior-led. No junior hand-offs.

The practitioner who scopes the engagement does the work.

  • →30 years in enterprise technology, including 11 years at Bharti Airtel.
  • →2004–2012 at Airtel: led technical capability assessment and multi-year technology transformation roadmaps across architecture, security and technology integration in mergers, as revenue grew from $1.1B to $14.9B.
  • →Certified Enterprise Architect (TOGAF 10).
  • →Builds AI governance and multi-framework GRC platforms at Heuristicworks — see the AI Governance platform — which inform the AI diligence methodology.
About Heuristicworks →

Tell us the deal.
We’ll scope the fixed fee.

A short scoping step sets the modules, depth and timeline. Everything shared is covered by NDA, and findings go only to the engaging party.

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