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Supply Chain and Procurement Due Diligence Pre-Acquisition | Reducing Risk and Unlocking Value

Supply Chain and Procurement Due Diligence Pre-Acquisition | Reducing Risk and Unlocking Value
Publish Date:
Jan 2026
Topic Tag:
Strategy & Design

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Supply Chain and Procurement Due Diligence Pre-Acquisition

Why operational insight matters before the deal is done

Mergers and acquisitions are won or lost long before contracts are signed. While financial, legal, and tax due diligence remain essential, experienced investors increasingly recognise that operational realities—particularly within supply chain and procurement—can materially alter deal value.

In Australia and New Zealand, where businesses often operate with complex logistics networks, long supplier relationships, geographic dispersion, and labour-intensive operations, supply chain and procurement due diligence has become a critical pre-acquisition discipline.

This article explores:

  • Why supply chain and procurement due diligence matters
  • What good looks like in a pre-acquisition context
  • Common risks and value traps
  • Where upside is often hidden
  • How insights should shape valuation, deal structure, and post-acquisition priorities
  • How Trace Consultants supports investors, private equity firms, and corporates through this process

Why supply chain and procurement due diligence matters more than ever

In theory, supply chain and procurement should be predictable contributors to earnings. In practice, they are often the largest controllable cost base and one of the least transparent parts of the business during a transaction.

For many organisations:

  • Procurement spend can represent 40–70% of total operating costs
  • Logistics, warehousing, and inventory materially impact working capital
  • Supplier dependency creates hidden risk
  • Service failures directly affect revenue, customer satisfaction, and brand

Yet supply chain performance is frequently assessed through high-level financial snapshots, rather than an understanding of how the operation actually works.

Pre-acquisition due diligence provides an opportunity to:

  • Validate whether reported margins are sustainable
  • Identify risks not visible in financial statements
  • Understand execution capability post-deal
  • Quantify realistic cost-out and improvement opportunities
  • Avoid overpaying for “paper synergies”

Supply chain and procurement due diligence vs traditional operational reviews

It is important to distinguish transaction-focused due diligence from broader operational diagnostics.

Pre-acquisition supply chain and procurement due diligence is:

  • Time-bound and hypothesis-driven
  • Focused on value protection and value creation
  • Designed to inform investment decisions, not just improvement roadmaps
  • Grounded in what is achievable, not theoretical best practice

The objective is not to design the future operating model in detail, but to answer critical investor questions such as:

  • Are costs sustainable?
  • Where are the risks?
  • What upside is real?
  • How difficult will change be?

Core objectives of supply chain and procurement due diligence

1. Validate the true cost base

Headline procurement savings are often overstated. Due diligence tests:

  • Whether current pricing reflects competitive market rates
  • If rebates, incentives, or volume discounts are at risk post-transaction
  • Whether cost allocations are accurate
  • The impact of inflation pass-through clauses

This ensures the acquisition model reflects real, defendable costs, not optimistic assumptions.

2. Identify supply chain risk exposure

Supply chains fail quietly—until they don’t.

Key risks assessed include:

  • Over-reliance on single suppliers or routes to market
  • Contractual weaknesses
  • Capacity constraints
  • Labour availability and industrial exposure
  • Technology obsolescence
  • Safety, compliance, and regulatory risk

In Australia and New Zealand, geographic isolation, freight volatility, and workforce constraints amplify these risks.

3. Understand working capital dynamics

Inventory is one of the most misunderstood levers in a transaction.

Due diligence examines:

  • Inventory quality, ageing, and obsolescence risk
  • Forecast accuracy and demand volatility
  • Safety stock logic (or lack thereof)
  • Supplier lead time reliability
  • The realism of inventory reduction assumptions

Poor inventory visibility often leads to post-deal cash surprises.

4. Test operational scalability

Many acquisition theses rely on growth.

Supply chain due diligence assesses:

  • Whether existing networks can scale without disproportionate cost
  • Warehouse and transport capacity constraints
  • Supplier readiness to support growth
  • The maturity of planning processes

Growth without supply chain readiness can destroy value quickly.

5. Assess execution capability

Savings only matter if they can be delivered.

This includes evaluating:

  • Procurement maturity and capability
  • Governance, decision rights, and accountability
  • Data quality and systems
  • Change readiness of the organisation

A business with theoretical opportunity but low execution capability presents a very different risk profile.

What is typically in scope for supply chain and procurement due diligence?

While scope varies by sector and transaction, it typically includes:

Procurement

  • Spend analysis and categorisation
  • Supplier concentration and dependency
  • Contract coverage and commercial terms
  • Price benchmarking and market testing
  • Sourcing strategies and compliance
  • Procurement operating model and capability

Supply Chain Planning

  • Demand forecasting maturity
  • Sales and operations planning (or equivalent)
  • Planning data integrity
  • Responsiveness to demand variability

Inventory Management

  • Inventory segmentation and policies
  • Obsolescence and slow-moving stock
  • Service level alignment
  • Working capital drivers

Warehousing and Logistics

  • Network design and footprint
  • Warehouse productivity and cost drivers
  • Transport strategy and rate structures
  • Third-party logistics arrangements

Technology and Data

  • ERP and planning system capability
  • Manual workarounds and spreadsheets
  • Data visibility and reporting maturity
  • Technology constraints to change

Common red flags uncovered during due diligence

Across transactions, several recurring issues emerge.

Over-dependence on key suppliers

Often masked by long-standing relationships, this risk becomes visible when:

  • Contracts are informal or expired
  • Pricing is not market-tested
  • Knowledge sits with individuals
  • Supplier terms change post-acquisition

Unrealistic procurement savings assumptions

Savings models frequently assume:

  • Immediate renegotiation success
  • No service or quality trade-offs
  • Unlimited internal capacity
  • Minimal supplier resistance

Due diligence helps distinguish aspirational targets from achievable outcomes.

Inventory bloat disguised as service protection

Excess inventory is often justified as “required for service”.

Closer examination reveals:

  • Poor forecast accuracy
  • Inconsistent replenishment logic
  • Lack of segmentation
  • Reactive planning behaviours

This ties up cash and hides systemic issues.

Logistics networks shaped by history, not strategy

Many networks evolve incrementally.

Due diligence identifies:

  • Sub-optimal warehouse locations
  • Inefficient transport routing
  • Underutilised assets
  • Contracts misaligned with current volumes

These issues often represent significant medium-term upside, but not always immediate savings.

Limited visibility and reliance on manual processes

Spreadsheets can run a business—until scale or complexity increases.

Risks include:

  • Key person dependency
  • Data errors
  • Slow decision-making
  • Inability to respond to disruption

Technology limitations materially affect post-deal execution.

Where value is typically found pre-acquisition

Supply chain and procurement due diligence does more than highlight risk—it identifies opportunity.

Common value levers include:

Procurement scope and demand rationalisation

Before negotiating price:

  • Specifications are often inconsistent
  • Demand is fragmented
  • Services are over-scoped

Rationalisation can unlock savings without supplier conflict.

Supplier strategy reset

Opportunities often exist to:

  • Consolidate fragmented spend
  • Rebalance supplier portfolios
  • Introduce competition where absent
  • Improve commercial terms over time

This requires realism about timing and internal capability.

Inventory optimisation

Reducing inventory while maintaining service involves:

  • Better segmentation
  • Improved planning discipline
  • Lead time reduction
  • Policy redesign

These are achievable but rarely instant.

Network and logistics optimisation

Changes may include:

  • Network redesign
  • Contract restructuring
  • Mode shifts
  • Productivity improvements

These are often staged post-acquisition initiatives.

Using due diligence insights to shape the deal

The best investors use supply chain and procurement insights to actively shape transactions.

This may influence:

  • Purchase price adjustments
  • Earn-out structures
  • Day 1 priorities
  • Capital allocation
  • Integration sequencing

Rather than treating due diligence as a gate, it becomes a value creation blueprint.

Sector considerations in Australia and New Zealand

Industrial and manufacturing

  • Exposure to imported inputs
  • Energy and freight volatility
  • Long supplier lead times
  • Capital-intensive networks

Retail and FMCG

  • Demand variability
  • Inventory risk
  • Supplier power concentration
  • Network scalability

Healthcare and aged care

  • Regulatory constraints
  • Critical supply assurance
  • Workforce dependency
  • Service sensitivity

Infrastructure and services

  • Long-term contracts
  • Asset maintenance exposure
  • Labour availability
  • Geographic dispersion

Each sector requires tailored diligence lenses.

How Trace Consultants can help

Trace Consultants supports investors, private equity firms, and corporates with independent, practical supply chain and procurement due diligence.

Our approach is designed specifically for pre-acquisition decision-making, not generic operational reviews.

What makes Trace different

  • Deep supply chain and procurement specialists, not generalists
  • Experience across Australian and New Zealand operating environments
  • Commercially grounded insights that investors can act on
  • Focus on achievable value, not theoretical benchmarks
  • Clear articulation of risk, effort, and timing

How we support pre-acquisition due diligence

Trace typically supports transactions through:

  • Rapid procurement spend and contract analysis
  • Supply chain risk and resilience assessment
  • Inventory and working capital diagnostics
  • Logistics and network cost evaluation
  • Validation of synergy and cost-out assumptions
  • Post-deal value creation roadmap development

Our work is structured to integrate seamlessly with financial, legal, and commercial due diligence streams.

Supporting confidence in investment decisions

Whether supporting:

  • Private equity acquisitions
  • Corporate M&A
  • Infrastructure investments
  • Carve-outs and divestments

Trace helps decision-makers understand what they are really buying—and what it will take to improve it.

Final thoughts: due diligence is not about finding perfection

No supply chain is perfect. That is not the point.

Effective supply chain and procurement due diligence:

  • Identifies what matters
  • Separates risk from noise
  • Distinguishes aspiration from reality
  • Enables informed decision-making

In a market where operational performance increasingly defines enterprise value, ignoring supply chain and procurement due diligence is no longer an option.

For investors and acquirers operating in Australia and New Zealand, it is one of the most powerful tools available to protect downside and unlock upside—before the deal is done.

Ready to turn insight into action?

We help organisations transform ideas into measurable results with strategies that work in the real world. Let’s talk about how we can solve your most complex supply chain challenges.

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