Technology M&A advisory

In M&A, technology is never just technology.

It stands or falls on operations, growth, and value creation.

Technology M&A advisory across the full deal cycle, for software and tech-enabled targets and for the technology inside businesses that aren't technology companies. Buy-side and sell-side. Private equity and strategic.

Diligence to Value

Vishesh Yadav

250+

engagements

30+

PE sponsors

19

years, 13 on M&A deals

3

continents: North America, Europe, Asia

Mandates
Buy-side and sell-side, full deal cycle
Engagement length
One-week reviews to multi-year platform advisory
Capacity
Senior principal direct, scalable by network

SaaS, healthcare, manufacturing, transportation and logistics, aerospace, energy, telecom, professional services, higher education.

Technology, read against the deal.

Every engagement starts from the investment thesis. I test the technology against the deal rationale and the growth plan: what it supports going in, where the waste sits, and what it costs to own and run after close. The same person who finds the risk stays to size it in the model and deliver against it.

Nineteen years in consulting, thirteen of them on M&A deals. 250+ engagements, mostly private equity, with strategic mandates in telco, energy and manufacturing. Buy-side and sell-side, from the middle market up. Some deals need a one-week read before a sponsor commits; others run for years across a platform and its add-ons.

Technology, including AI, is an essential business utility.

Its risk is always operational and execution risk.

AI due diligence and readiness.

Where AI earns its place, and where it doesn't.

In a deal, the question is whether a target's AI is an asset or a slide, and whether its AI plans pay for themselves. Asking how much of the code is AI-written tells you little. Ask whether delivery speed and failure rates improved after adoption, and who reviews the output. Then price that reviewer: one permanent role at $180K, at a 12x multiple, is about $2.2M of enterprise value, in a case that usually counts only the model subscription.

Readiness is the same test run on the AI wish list, against the target operating model. A claimed saving clears three questions before it becomes a number.

  1. Can the business say what right looks like, in advance? Precisely enough that something other than a person can tell when the output is wrong. If it can't, a person checks every case, and that cost stays.
  2. Does the saving hold in the market where the work happens? Regulation, labour law, language, service norms and cost base all move it.
  3. Does it reach the P&L? Usage pricing, review time and maintenance all sit on top of the AI invoice.

Applied with rigour, only a small part of most wish lists survives. At one telecom operator, 115 candidate use cases produced three that went to production, each landing in a cost line someone already owned.

Four kinds of client. The same senior person on every deal.

Private equity sponsors

Buy-side and sell-side technology diligence: IT, cybersecurity, and product risk read against the thesis, then sized and priced. Where the deal calls for it, integration or separation planning, and delivery on that plan after close. The bulk of the work, across North America, Europe, the Middle East and Asia.

Strategic and corporate buyers

Technology diligence and integration advisory for corporates buying or merging: cross-border transactions, MergeCo planning, and C-suite advisory on the technology playbook behind the deal.

Advisory firms

Embedded technology M&A capacity inside your engagements. I work to your methodology and your brand, slot into the deal team, and scale through my own network when a deal needs more hands.

Portfolio companies

Post-close and pre-exit work: integration, separation, operating-model redesign, sell-side readiness. Usually with the sponsor in the loop, and focused on delivering the change.

What an engagement covers, scoped to each deal.

Used in combination or on their own. Even diligence is conducted with a value-creation line of sight.

Technology due diligence

Buy-side, the technology weighed for risk and value. Sell-side, the case built to survive a buyer's diligence.

Cybersecurity risk

The exposure a buyer actually takes on, sized in business terms.

SaaS and product evaluation

Architecture, scalability, and roadmap, tested against what the seller is pitching.

AI due diligence

Whether a target's AI is an asset or a slide, and whether its AI plans pay for themselves.

Separation and carve-out

TSA scope, stranded cost, and a cross-border separation blueprint.

Post-merger integration

MergeCo planning, Day-1 readiness, and the cost and timeline of joining two estates.

Target operating model

How the technology function is staffed and run, and whether it can deliver the plan.

Transformation and value creation

Where technology spend earns its return, and where it's just carried.

AI readiness

Use cases sorted against the target operating model, keeping the ones that reach the P&L.

FDD and CDD tie-in

IT run-rates, R&D capitalization and migration costs agreed with the financial and commercial diligence teams, and carried into the value creation plan.

Four ways to engage.

Rapid read

A one-week technology review at a flat fee, for deals that need a fast read before committing to full diligence.

Scoped project

Fixed-fee diligence scoped to the deal up front, with defined coverage, deliverables, and timeline.

Embedded or interim

Inside a deal team or portfolio company for the duration, including interim technology operating partner roles.

White-label

Delivered for other advisory firms under their banner, where a deal needs technology depth they don't staff in-house.

Solo by design, scalable by network.

You get the senior person on every engagement, and the additional hands behind them when a deal calls for it. No junior handoffs, no accountability layers.

The work, by what it delivered.

Client names withheld. Sectors and outcomes are real.

Due diligence

Multi-$B

Cross-border telecom acquisition: diligence and MergeCo planning

Technology due diligence on a multi-billion-dollar cross-border telecom acquisition. IT risk assessment and MergeCo integration planning across two estates and two regulatory regimes.

Telecom, Italy

18 add-ons

Buy-and-build advisory across a platform

Multi-year technology M&A advisory to a platform's CFO and CTO across 18 add-on acquisitions. IT, cyber, and product diligence on each, plus a replicable playbook for screening, PMI, and execution the platform used on every deal after.

PE-backed healthcare platform, United States

US entry

Energy major entering the US market

Technology M&A advisory to a global low-carbon energy company entering the US. IT, cybersecurity, and HR diligence on acquisition targets, with C-suite advisory on an integrated technology playbook.

Energy, United States

250+

Diligence portfolio across sectors

Buy-side and sell-side technology, cybersecurity, and product diligence across SaaS, healthcare, manufacturing, transport and logistics, and professional services. Roughly 150 were delivered under a corporate advisory banner, the rest led independently or alongside specialist transaction-advisory firms.

95% private equity, North America, Europe, Asia

Integration and separation

$1B

Merger of equals, from diligence to Day 1

IT and cybersecurity diligence on a $1B transport and logistics merger of equals, then post-close PMI planning and Day-1 technology readiness across distributed operations.

Transport and logistics, United States

$2B

Carve-out diligence and separation blueprint

Technology and cybersecurity carve-out diligence for a PE sponsor acquiring a medical-device division from a Fortune 50 parent. TSA assessment and a cross-border separation blueprint.

Fortune 50 healthcare, United States

Value creation and exit

$300M

Telecom merger: technology rationalization and zero-based budgeting

Advised on core technology rationalization and zero-based budgeting for a market-leading telecom merger. Identified and delivered procurement savings across enterprise systems, infrastructure, and vendor consolidation.

Telecom, Malaysia

$900K

Transformation and operating-model redesign

Technology modernization and operating-model redesign for an automotive parts manufacturer at about $25M of revenue, working to a plan for $120M. The new systems let it carry ancillary lines such as oils and tyres, adding roughly $900K of revenue over two years, while legacy retirement and cloud migration cut $75K a year of technology cost.

Automotive manufacturing, India

3 months

Sell-side exit readiness

Pre-sale technology transformation for a PE-backed portfolio company. C-suite alignment, sell-side IT and cyber diligence, management coaching, and quick wins that addressed buyer concerns before they became deal risks, taking three months off the timeline.

Consumer retail, United States

Service cost

Telecom operator: AI operations strategy

Operations-automation roadmap focused on customer-service cost reduction. Executive alignment, quick-win implementations, and a blueprint for scaled adoption.

Telecom, United Arab Emirates

Vishesh Yadav

Nineteen years in consulting. Thirteen of them turning technology risk into something a deal team can price and act on.

I started in enterprise technology, moved into deal advisory, and then increasingly into the operational work behind the deals: redesigning operating models and delivering the change myself. The problem I kept seeing was the same. Technology was assessed late, in isolation from operations and financials, and handed over as a report nobody reconciled against the deal. My work since has been to fix that: read the technology against the thesis, tie it to the operating model and the earnings story, and leave something a sponsor can act on after close.

I built and scaled that practice twice. At RSM US I co-established the operations transaction advisory practice and led a 15-person technology, cyber, and product team to $3M of direct P&L at peak. At Point B I built the technology transaction advisory line from zero to $1M in year two, recruiting and training a team of ten and writing the methodology, then handed off a working engine. Independent since 2021, I work directly inside major advisory firms on their engagements, and directly for sponsors and strategic buyers on theirs.

  • 19 years in consulting, 13 in M&A advisory
  • 250+ engagements, mostly private equity
  • 30+ PE sponsors
  • Practices built and scaled at two US consulting firms
  • Conference speaker (PEI, ACG) on pricing technology risk in PE deals
  • MBA, B.E. Computer Science
  • Deals across North America, Europe, the Middle East and Asia
  • Based in Charlotte, Denver, Rome and Delhi
  • English and Hindi (native), Italian (conversational)

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