Technical Due Diligence That Moved the Purchase Price: A Buy-Side Software Assessment

Discovery phase, Technical Due Diligence

Technical Due Diligence That Moved the Purchase Price: A Buy-Side Software Assessment

An established software company planned to acquire a smaller competitor with an overlapping product. Before committing to a price, it asked our team for an independent assessment of the target’s code and architecture.
Our engineers found a product that worked for its users but would need a substantial rebuild to stay competitive. The seller accepted our findings, and the purchase price came down to reflect them.

Purchase price

15% lower

to match the software's real condition

Findings disputed by the seller

every finding held up at the negotiating table

Path forward for the core product

Rebuild

identified before the offer was final

Client

Established software company (acquirer)

Industry

Specialized software

Services

Buy-side technical due diligence before an acquisition

Independent code, architecture, and technical debt review

Negotiation-ready findings report with a rebuild-or-improve recommendation

Solution

Gives an acquirer an evidence-based view of the target’s software before the price is set: the real condition of the code, the engineering investment needed to keep the product competitive after closing, and documented findings that both sides of the deal can check.

Business Challenge

The Price of the Software

depends on code you haven’t seen yet

Most acquirers ask what condition the target’s software is in too late, once the price is already agreed. Our client wanted that answer before making an offer, while the financial and legal due diligence was still underway.

The Target's Market Presence Said More Than Its Code Could Confirm

Both companies sold into the same niche, and the target had a well-known brand and an active user base. From the outside, the product looked finished, and nothing the acquirer had seen so far showed how it was built.

The Engineering Bill After Closing Stays Out of the Financial Statements

Revenue and contracts were already under review, and none of it showed what the product would cost to maintain and extend once our client owned it. That number decides whether a purchase price makes sense.

Discovery & Planning Phase

We ran our assessment separately from the financial and legal workstreams, so the findings rested on the code alone. That separation made them hard to dismiss in the negotiation.

Our engineers worked inside the target’s codebase across platforms under read-only access and the deal’s NDA. Only the source shows how a product was built, so that is where we spent our time.

Before we started, we agreed with our client on two questions: what condition the software was in, and what it would take to keep it running and improving after the deal closed.

We planned the timeline around the deal, about four weeks from codebase access to the final report. Our findings reached the client before the offer was final.

Planning to Acquire a Software Company?

See what our engineers check in a target’s software and what you receive before you commit to a price.

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What Our Engineers Found Inside the Target's Codebase

Our team reviewed code quality, architecture, technical debt, dependency health, and maintainability across the application. Three findings decided the outcome.

The product’s technical foundation had not kept pace with current platform standards, and its core functionality relied on legacy frameworks. Both would need significant rework to maintain or extend reliably, so any new feature would wait until that rework was done.

Across the codebase, we found accumulated technical debt such as duplicated logic and thin test coverage. These patterns make a product more expensive to support with each release.

We checked the third-party libraries and SDKs the product relied on for support status and upgrade paths. Several had reached end of support with no direct upgrade.

Weighed together, these findings meant that incremental improvement would keep the old foundation and its costs in place. Our architects concluded that the realistic path forward was a substantial rebuild of the core product.

What the market saw

An established product

A well-known brand and an active user base

A finished asset

A product that works for its users today

A product ready to build on

New features on the existing codebase

A price set by market presence

Valuation built on brand and users

What the code showed

A foundation behind platform standards

Core frameworks that need rework to maintain or extend

Accumulated technical debt

Support costs that grow with each release

Rebuild as the realistic path

Incremental fixes keep the old costs in place

Value concentrated in brand and users

A price adjusted to the software’s real condition

From report to negotiation

How a Technical Report Became the Basis for a Lower Price

Each Finding Came With the Evidence Behind It

Our report documented each issue together with what our engineers saw in the code, so the seller’s team could verify our conclusions for themselves.

We Wrote the Report to Price the Deal Accurately

Our goal was to give our client an accurate picture of what they were acquiring, so we presented the findings directly and factually. The seller reviewed the assessment, did not dispute it, and agreed to a meaningful reduction in the purchase price.

Results & Impact

Our client went into the negotiation with a documented technical assessment, and the deal closed on terms that matched the software's real condition. Our team delivered:
An independent assessment of the target's architecture, frameworks, technical debt, dependencies, and maintainability.
A recommendation to rebuild the core product, established before the price was final.
A purchase price reduced by 15% to reflect the engineering investment the product needed.

15%

lower purchase price, agreed after the seller reviewed our findings

4 weeks

from codebase access to a negotiation-ready report

Start today

Get in touch with us regarding:

You’ll speak with:

Igor Omelianchuk

CEO, Legacy Modernization Strategist

Turns legacy system risk into business decisions: budget, timing, vendor lock-in, handover, and M&A readiness. 30+ modernization projects led in regulated industries.

Andrew Lychuk

CTO, Legacy Systems Architect

18+ years in legacy modernization. Explains what happens under the hood of an aging system: hardcodes, bus factor, digital facades, and how to fix the core itself.

Prefer to talk first?

Book a 30-minute call with Igor or Andrew at a time that suits you.

Pick a time //

What’s next?

Within one business day, we'll reach out to schedule a call.
If you asked for an NDA, we'll sign it before the call.
On the call, Igor or Andrew will go through your system, goals, and constraints with you.
Together, we'll agree on the next step: a quick technical review, a full audit, or a scoped proposal.

Corsac Technologies Corporation

+1 416 505 4524

Toronto, Canada

info@corsactech.com

Four Things Our Engineers Check Before an Acquirer Signs

When the target’s value sits in its software, technical due diligence deserves the same weight as the financial and legal review. As part of ourbuy-side technology due diligence, we make sure an acquirer can answer these four points before the price is fixed.

A Product With Loyal Users May Still Run on Code That Resists Change

We review the source, the architecture, and how the team ships updates to see what each future release will cost the new owner.

The Cost of Keeping the Product Competitive Belongs in the Price

If the product will need a rebuild or a major upgrade after closing, that cost is part of what you pay for the company. Knowing it before the offer gives you a number to negotiate with.

Third-Party Dependencies Set the Limits of What You Bought

Libraries past end of support slow down releases, and restrictive license terms can limit how you use, scale, or resell the product. Both surface only when someone reads the dependency tree.

Knowledge Held by a Few Engineers Leaves When They Do

When only two or three people understand a system, the deal carries a key-person risk. We review documentation and known issues to show how much of the product’s knowledge will stay after the handover.