Cyber due diligence for M&A

Don’t inherit a cyber problem.

Independent cyber due diligence for private equity and corporate buyers. We find the breaches, security gaps and hidden liabilities in a target before you sign, and show what each one means for price, escrow and the first 100 days.

Coverage
Two months before signing to six months after close
Output
Every finding tied to price, escrow, indemnity or post-close budget
Scope
Sized to the target and quoted after one short call
When diligence skips cyber

The breach comes with the deal

Three acquisitions where the buyer found the cyber problem after it was already theirs.

$350M
cut from the purchase price

Hidden breaches cut value

Two undisclosed Yahoo breaches came to light after the deal was announced. Verizon took $350M off the price.

Verizon · Yahoo · 2017 · Source
£18.4M
regulatory fine

You inherit the breach

Attackers got into Starwood’s guest database in 2014, two years before Marriott bought the chain. The UK regulator fined Marriott £18.4M.

Marriott · Starwood · 2020 · Source
2.27M
users reached by malware

The attacker can come with the deal

Attackers were already inside Piriform’s network when Avast bought it. Weeks later, a tainted CCleaner update reached 2.27M users.

Avast · Piriform · 2017 · Source
The new deal reality

Four ways cyber risk changes deal value

Cyber risk now shows up in price, insurance and timelines. Each one has a diligence answer.

Undisclosed breaches

A breach surfaces mid-deal or after close. The deal stalls, reprices or falls apart, and escrow and indemnity demands grow.

What DealGuard doesReviews breach and incident history, with forensic investigation before signing where it’s needed.

Cyber debt

Unpatched systems, missing controls and a thin security team become your bill after close.

What DealGuard doesVulnerability scans, penetration testing and architecture review, with an estimate of what it will cost to fix.

RWI exclusions

When cyber diligence is thin, underwriters exclude cyber from the policy or price it up.

What DealGuard doesDocuments the diligence underwriters ask about and helps you answer their cyber questionnaires.

Integration surprises

Vendor sprawl, incompatible tooling and compliance gaps add cost, delay and customer churn after close.

What DealGuard doesPlans integration before close and hardens security in the first six months.
Coverage

From two months before signing to six months after close

DealGuard follows the deal. Pick a stage to see what we do there.

Due diligence and valuation support

Find what would change the price or the terms while you can still negotiate.

  • Cyber risk assessment, including the risk register and governance
  • Breach history review and post-incident forensics
  • Vulnerability scanning and penetration testing, with the target’s consent
  • Third-party and supply chain risk analysis
  • Regulatory and compliance exposure, such as SOC 2, PCI DSS and privacy law
  • Review of leadership and technology claims

Ongoing risk monitoring

Keep watch while the deal is in motion, and get insurance and integration ready.

  • Interim monitoring and vulnerability scanning
  • Clean room support, including forensic imaging and secure data sharing
  • RWI support, including underwriter questionnaires
  • Cyber insurance review, working alongside your broker
  • Integration planning

Integration and hardening

Close the gaps you priced in, then keep the gains through to exit.

  • Post-integration security validation
  • Security posture hardening
  • Remediation program build-out
  • Vendor reconciliation and standardization
  • Ongoing managed security and fractional CISO support

Timelines assume a low eight-figure deal. Larger or more complex targets take longer.

What you receive

A report your deal team can act on

Every finding is tied to a deal decision: price, holdback, indemnity or post-close budget. Here is an excerpt from an illustrative report.

DealGuard reportCyber due diligence · Excerpt
Risk: Moderate to high
Target
ABC Corp.
End users
About 40,000
Vendors
12 active, 3 unassessed
Summary

Reasonable baseline hygiene, but material gaps in compliance maturity and no formal incident response plan. Findings should inform valuation, indemnification scope and a post-close remediation budget.

Vulnerability and penetration test findings
Severity
Count
Summary
Critical
0
None identified.
High
2
Unpatched legacy billing server. Unencrypted U.S. backup archive with an overly permissive access policy.
Medium
5
Includes missing MFA on standard accounts and outdated TLS on one subdomain.
Low
8
Informational. No immediate remediation required.
Deal considerations

Not deal-blocking. Clarify the PCI DSS self-assessment, hold escrow against SOC 2 readiness within 12 months, carve out indemnity for the 2023 vendor incident, and budget a fractional CISO for the first 100 days.

Illustrative excerpt. ABC Corp. is a fictional company.
Every report covers
  1. 01Security posture
  2. 02Governance, risk and compliance
  3. 03Data assets and data protection
  4. 04Infrastructure and architecture
  5. 05Identity and access management
  6. 06Incident history and breach disclosure
  7. 07Vulnerability and penetration test findings
  8. 08Insurance and regulatory review
  9. 09Integration risk and cost estimate
  10. 10Recommendations and deal considerations
Delivered as
IC tear sheetExecutive reportPartner-level readout
Packages

Scoped to the size of the target

Packages are sized by the target’s headcount, including contractors, and its number of major systems or environments. We confirm the fee after a short scoping call.

Small

Under 20 people · Under 5 major systems
Early-stage companies
  • Lite security architecture review
  • Review of policies, SOC 2 reports and past penetration tests
  • Cloud vulnerability review

Medium

20 to 100 people · 5 to 10 major systems
Growth stage, multi-product
  • Full architecture review
  • Expanded vulnerability evaluation, such as cloud IAM and network
  • Third-party risk assessment

Large

100 to 250 people · 10 to 15 major systems
Mid-market
  • Deep-dive architecture review
  • Deep-dive threat and vulnerability review, such as code scanning and databases
  • Incident response evaluation and post-incident forensics
  • Post-close integration recommendations

Bespoke

250+ people · 15+ major systems
Large organizations with significant infrastructure
  • Everything in Large
  • Additional hours sized to complexity
Every package includesAttack surface scansPartner-level review and report presentation
Deal experience

Diligence on deals where the stakes were high

Our team has led cyber due diligence and security integration on bank and telecom acquisitions, and run fast reviews for private investors.

Nine-figure deal

Major Canadian bank acquires a financial AI company

  • Oversaw technical due diligence on the target.
  • Identified major risks before signing that led to a lower price for the buyer.
  • Led integration of the target into the buyer’s security environment.
Eight-figure deal

Major Canadian telco acquires a cloud solutions company

  • Worked with the buy-side M&A team on level 2 cyber due diligence before signing.
  • Oversaw two-way integration, aligning the target’s security program with the buyer’s.
Case study · Lite security review

AI identity management startup

12-hoursprint
Deal context

A private wealth advisor asked us to evaluate a client’s prospective investment in an AI authentication and identity management company. Early concerns:

  • Bold claims about the technology
  • Heavy use of buzzwords such as AI and quantum
  • Rapid, unfocused advisory board growth
What we did
  • Lite digital attack surface review
  • Penetration testing
  • Executive team background review
What we found
  • Security posture well behind industry peers
  • A founder with a prior bankruptcy and access-control litigation
  • Staffing too thin to support the technical claims
  • Cited patents not material to the core technology
Deal impact

We advised the client not to invest and recommended alternative providers.

Who you work with

DealGuard is run by OTH Security

OTH Security is a cybersecurity and risk firm founded in 2018, with deep experience in fintech, financial services and insurance. We act as the named CISO for growing companies, so we know what a target’s security program should look like from the inside.

Visit othsecurity.com →
Jeff Taylor
CEO and fractional CISO, OTH Security

Two decades building security programs for companies from financial services startups to top 20 international banks, government departments and e-commerce businesses. Has led SOC 2, ISO 27001, SOX, PCI DSS and ITSG-33 programs and built security teams from the ground up.

Founded
2018
Offices
Vancouver · Toronto · New York
Markets
Canada and the United States
FAQ

Questions deal teams ask us

When should we bring DealGuard in?

Ideally before the LOI, while findings can still shape price and terms. We also work during confirmatory diligence, between signing and close, and after close.

Do you need access to the target?

Not to start. Attack surface and breach history reviews use public information only. Vulnerability scanning, penetration testing and document review happen with the target’s consent, usually during confirmatory diligence.

How is DealGuard priced?

By the size of the target: headcount, including contractors, and the number of major systems. We confirm the fee after a short scoping call.

Does DealGuard help with RWI?

Yes. We document the cyber diligence underwriters ask about and help you answer their cyber questionnaires, which can help limit cyber exclusions in the policy.

What does the deal team receive?

An IC tear sheet for the investment committee, an executive report for the deal team and a partner-level readout. The technical detail goes to whoever owns the 100-day plan.

Do you work sell-side?

Yes. Sellers use DealGuard to find and fix issues before buyers do, so diligence doesn’t stall late in the process.

Get started

Tell us about the deal on your desk

It takes about a minute, and there’s no need to name the target. We’ll reply with a proposed scope sized to the target and your timeline.

  1. 1Scoping call. Thirty minutes on the deal, the target and your dates.
  2. 2Proposal. A scope and fee sized to the target and your signing date.
  3. 3Kickoff. Public-source work starts right away. Active testing starts once the target agrees.
Deal stage
Target headcount, including contractors
Likely packageChoose a headcount to see it.

We use your details only to reply about this deal.

Thanks, we have your request.

We’ll reply with a proposed scope. If the deal is moving fast, book a call and we can talk it through today.

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