Financial DD tells you what the target earned. Commercial DD tells you whether it can keep earning it — and whether the acquirer can extract the value the model assumes. This is the complete FMCG acquisition due diligence framework, built from 20+ years of operating experience across P&G, Danone, Energizer, and PE-backed portfolio companies.
Discuss Your Acquisition → The Route-to-Value™Financial DD is essential but incomplete. It tells you what happened. FMCG acquisition due diligence tells you why it happened, whether it's sustainable, and what will change under new ownership.
Is the revenue base sustainable beyond the founder's relationships? What percentage is contracted vs. at-risk? How concentrated is the customer base? Financial DD shows the numbers — commercial DD tells you whether they'll hold.
Will the route-to-market survive a change of ownership? Do distributor contracts have change-of-control clauses? What happens to key retail listings when the founder's relationships are no longer in play?
Is the brand driving volume or is trade spend driving volume? What's the real price elasticity? How does private-label competition affect pricing power? The brand valuation in the model depends on answers financial DD can't provide.
Can the synergies actually be delivered? What's the realistic timeline and cost for sales force integration, system migration, and distributor consolidation? The model says €2M in synergies — commercial DD tells you what it actually takes to get there.
The distribution model is the commercial backbone of any FMCG business. We assess: direct vs. indirect distribution structure, geographic coverage and channel mix, margin-to-trade by channel, distributor contract terms and change-of-control exposure, logistics capability and fulfilment quality. "Strong distribution" on a management slide means nothing until you know which channels, which geographies, and what happens when ownership changes.
Trade spend is typically the largest line item after cost of goods in an FMCG P&L — and the one with the most hidden value and risk. We analyse: total trade investment as percentage of gross revenue, promotional ROI by customer and mechanics, baseline vs. incremental volume split, trade term structure and renegotiation risk, and whether margins are structurally sound or artificially maintained. If 30% of promotional spend generates negative ROI, that's recoverable margin post-close.
In most European FMCG markets, 3–5 retailers represent 50–80% of category volume. Key account assessment covers: customer concentration and dependency risk, listing strength and shelf positioning, trade term benchmarking against category norms, joint business plan quality and execution track record, and relationship dependency on specific individuals. If 70% of revenue sits with two retailers and trade terms are due for renegotiation, that's a valuation input — not a footnote.
Integration is where FMCG deal value gets destroyed. We score: sales force integration complexity and retention risk, distributor and route-to-market transition planning, system and process migration requirements, cultural compatibility and operating model alignment, and the realistic timeline and cost for synergy delivery. Every synergy in the model gets a feasibility score and a risk-adjusted estimate.
Every FMCG acquisition due diligence engagement uses the Route-to-Value™ — Arbol's proprietary framework serving as a commercial compass across 8 diagnostic dimensions. Each dimension is scored, evidenced, and linked to specific valuation and integration implications.
FMCG acquisition due diligence should go well beyond financial analysis to assess the target's commercial fundamentals: route-to-market structure and effectiveness, trade spend ROI and promotional dependency, key account concentration and trade term sustainability, brand pricing power and elasticity, distribution quality (weighted vs. numeric), channel mix and e-commerce readiness, sales force capability and integration complexity, and category dynamics including growth trajectory and regulatory risk. These are the factors that determine whether an FMCG acquisition creates or destroys value.
Route-to-market assessment evaluates the target's distribution model, channel coverage, and margin-to-trade structure. Key questions include: Does the target use direct distribution, third-party distributors, or a hybrid model? What happens to distributor relationships under new ownership? Are there change-of-control clauses? How does weighted distribution compare to management's claims? What is the actual margin to trade by channel? An operator who has built and managed route-to-market structures across multiple markets can assess these dynamics far more effectively than a generalist consultant.
Integration complexity is the most frequently underestimated risk in FMCG acquisitions. Synergy models assume stable trade terms, smooth sales force integration, and continuity of distributor relationships. In practice, change of ownership triggers renegotiation of key accounts, disruption of distributor partnerships, and departure of relationship-dependent commercial talent. An operator-led assessment scores integration risk across each of these dimensions before the deal closes — when you can still adjust the price, structure protections, or walk away.
Brand pricing power assessment goes beyond headline market share to analyse the pricing waterfall: gross price, trade discounts, promotional spend, and net realised price over time. Key indicators include: price elasticity across channels, promotional volume dependency (what percentage of volume is sold on deal), private-label gap trajectory, and whether recent price increases have held or been clawed back by retailers. A brand that looks strong on Nielsen data may be entirely promotional-dependent — strip out the trade spend and the volume disappears.
The Route-to-Value™ in detail — all 8 diagnostic dimensions.
How Arbol supports PE deal teams from screening to post-close.
CDD priced for mid-market deal economics.
Selected engagements showing operator-led DD in action.