Facilitated PKR 2.4B Acquisition of Regional SaaS Business
Background
A listed technology conglomerate sought to accelerate its growth into the B2B SaaS market by acquiring an established regional player with a strong customer base in the logistics and supply chain sector. The target company had revenues of PKR 380M and was growing at 45% annually.
The Challenge
The acquirer needed a specialist financial advisor to conduct rigorous due diligence on a fast-growing SaaS business, value recurring revenue streams appropriately, and structure the deal to protect against key-man and customer concentration risks while ensuring tax efficiency.
Our Approach
Conducted comprehensive financial due diligence including quality of earnings analysis, working capital assessment, and customer cohort analysis to validate the recurring revenue model.
Built a detailed DCF and comparable transaction valuation model, accounting for SaaS-specific metrics including ARR, churn, CAC, and LTV.
Identified two material risks during diligence: customer concentration (top 3 clients = 62% of revenue) and undisclosed tax liability of PKR 45M.
Structured the deal with a two-stage consideration: upfront payment plus an earn-out tied to ARR growth milestones over 24 months, protecting the acquirer from identified risks.
Coordinated regulatory approvals including Competition Commission of Pakistan notification and SECP filings for the listed acquirer.
The Outcome
Transaction completed at PKR 2.4 billion — representing a 6.3x ARR multiple — within 9 months from mandate. The earn-out structure reduced upfront risk exposure by PKR 600M. The undisclosed tax liability identified during diligence was factored into the purchase price adjustment, saving the acquirer PKR 45M. Post-acquisition integration was completed within 6 months.
Services Used
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