# When a supplier you use is being bought

An acquisition announcement is written for investors and for the buyer's own customers, not for yours. These are the questions that tell you whether your contract, your data and your product survive the change of owner, and what to do before the deal closes.

_Version 1.0 · last reviewed 9 October 2026 · https://trustlist.uk/due-diligence/supplier-acquired_

Most deal announcements say what the buyer gains. Few say what happens to the customers of the business being bought: whether the product continues, whether the contract moves, where the data will live and who answers the phone. This list is for the weeks between the announcement and the closing date, when you still have the most leverage. The first section pins down the deal itself; the second reads your contract against it; the third covers your data; the fourth the product and its support; the last makes sure the decision has an owner and a date.

## What has been agreed, and when it takes effect

Separate what the parties have announced from what the press has added. Every later answer depends on who will own the supplier, and from when.

- [ ] **Is the buyer acquiring the whole company, a business unit, or only some assets such as code, a product line or customer contracts?** _(Deal-stopper)_
      - Why: A share purchase usually leaves your contract with the same legal entity. An asset sale moves only what is named in the deal, and a product left out of it may be wound down with the seller.
      - Ask for: Both parties' own announcements, and for a listed buyer its exchange filing, read for the words shares, assets, business or product.
      - Red flags: The announcement speaks of the team joining the buyer but not of the company or product; The two parties describe the deal differently; Only a press report describes what is included
      - Answer:

- [ ] **Has the deal closed, and if not, what closing date or quarter has been stated and what approvals is it waiting for?** _(Important)_
      - Why: Until closing the supplier is still independent and bound by your existing contract. Regulatory reviews can delay a closing by months or stop it, so plans built on an announced date need a fallback.
      - Ask for: The closing statement or expected closing period in the parties' announcements, and any competition or foreign-investment review named in them.
      - Red flags: No closing date or period is given; The deal needs approval in a jurisdiction where you also operate; The buyer has a record of shutting acquired products after closing
      - Answer:

- [ ] **Who is the buyer, and is it a competitor of yours, a private equity fund, or a company in a country that changes your legal position?** _(Deal-stopper)_
      - Why: A buyer that competes with you may gain access to your data or roadmap. A fund may cut costs or raise prices to meet its return. A buyer elsewhere may bring new data-transfer or export rules into your supply chain.
      - Ask for: The buyer's own website and filings: its main business, its headquarters country and, for a fund, its other holdings in the same market.
      - Red flags: The buyer sells a product that competes with yours; The buyer is headquartered in a country your policies restrict; The ultimate owner is not named
      - Answer:

## What your contract says about a change of owner

Your rights after a sale were written before anyone knew of it. Read the contract now, while you can still act before closing.

- [ ] **Does the contract give you a right to terminate, renegotiate or be notified on a change of control of the supplier?** _(Deal-stopper)_
      - Why: A change-of-control clause is the strongest lever a customer has in an acquisition. Some clauses only work if you act within a set number of days after notice.
      - Ask for: The master agreement and order forms, searched for change of control, merger, acquisition and termination for convenience, with any notice periods noted.
      - Red flags: No change-of-control clause at all; The termination right expires within days of the notice; The clause covers only the supplier's rights, not yours
      - Answer:

- [ ] **Can the supplier assign or transfer your contract to the buyer or to another group company without your consent?** _(Deal-stopper)_
      - Why: In an asset sale the contract has to be assigned. If assignment needs your consent, the buyer needs you, and that is the moment to agree price protection, data terms or an exit route.
      - Ask for: The assignment clause, and whether it carves out assignment to an affiliate or a successor in a merger or sale.
      - Red flags: The supplier may assign freely to any successor; Consent may not be unreasonably withheld, with no definition of reasonable; The contract is with a reseller that is not part of the deal
      - Answer:

- [ ] **What limits price rises at renewal, and how long until your next renewal date?** _(Important)_
      - Why: Re-pricing after an acquisition is common, and it usually arrives at renewal. A cap or a multi-year price agreed before closing is worth more than one negotiated after.
      - Ask for: The renewal and pricing clauses, the renewal date, and any uplift cap expressed as a percentage or index.
      - Red flags: Renewal at the supplier's then-current list price; Auto-renewal with a notice window that falls before the closing date; Bundled pricing that the buyer may split into separate products
      - Answer:

## Where your data goes and who processes it

A new owner can mean new hosting, new sub-processors and new transfers. Under data protection law you need to know before your data moves, not after.

- [ ] **Will the buyer or its group become a sub-processor, and has the supplier sent, or committed to send, the notice your data processing agreement requires?** _(Deal-stopper)_
      - Why: Most data processing agreements give a right to object to a new sub-processor within a set period. An acquisition that moves processing into the buyer's group should trigger that notice.
      - Ask for: Your data processing agreement's sub-processor clause and the supplier's published sub-processor list, checked again after closing.
      - Red flags: The sub-processor list has not been updated since the announcement; Objection rights end in termination only, with no refund; The buyer's own infrastructure provider is not on the list
      - Answer:

- [ ] **Will hosting, support access or backups move to another provider, region or country after closing?** _(Deal-stopper)_
      - Why: A move into the buyer's platform can take data out of the region your contract or your regulator requires, or into a country that needs a transfer assessment.
      - Ask for: A written statement from the supplier on hosting provider and region after closing, and any migration plan with dates.
      - Red flags: The supplier says integration plans are not yet decided; Support will move to the buyer's teams in another country; Backups are kept by a different provider from the live service
      - Answer:

- [ ] **Can you export a complete, usable copy of your data today, and have you tested it?** _(Important)_
      - Why: An export tested before a migration or wind-down is the cheapest insurance there is. After a product is retired the export tools are often the first thing to go.
      - Ask for: A test export in a documented format, opened in another tool, with record counts compared against the live system.
      - Red flags: Exports only through a support request; Attachments, audit logs or history left out of the export; A proprietary format with no published schema
      - Answer:

## Whether the product and its support continue

Buyers keep some acquired products, merge others into their own and retire the rest. Find out which this is before the roadmap decides it for you.

- [ ] **Has either party stated in writing that the product, its support and existing contracts continue, and for how long?** _(Deal-stopper)_
      - Why: A continuity statement in the announcement is a public commitment you can hold the buyer to. Silence is not a promise either way, and a statement with no time limit tells you little about year two.
      - Ask for: The words of the announcement or the customer FAQ on product, support and contracts, saved with the date.
      - Red flags: The announcement talks only about the buyer's platform; Continuity is promised for existing features only; A customer FAQ promised in the announcement never appears
      - Answer:

- [ ] **Is there a dated end of sale, end of support or shutdown for the product or any service it depends on?** _(Deal-stopper)_
      - Why: Some deals come with the wind-down already scheduled, such as a hosted service closing a set number of months after the announcement. The date sets your migration deadline.
      - Ask for: The supplier's lifecycle or end-of-life page and any migration guide, with each date recorded.
      - Red flags: A wind-down is announced with a period but no day; Migration help is offered only to paying or larger customers; The open-source part continues but the hosted part closes
      - Answer:

- [ ] **Who will support you after closing, and will the people who know your account still be there?** _(Important)_
      - Why: Acquisitions often move or cut support and account teams. Response times and the knowledge of your set-up can change long before the product does.
      - Ask for: The support terms in your contract, the named contacts you have today, and the supplier's statement on support after closing.
      - Red flags: Support moves to the buyer's general help desk; Your account manager has left since the announcement; Service levels are described as under review
      - Answer:

## Who decides, and by when

An acquisition is a decision point whether or not you choose to treat it as one. Give it an owner and a date.

- [ ] **Who in your organisation owns the response, and what is the last date by which you must act, whether that is a termination window, a renewal notice or a migration deadline?** _(Deal-stopper)_
      - Why: The earliest of those dates decides everything else. Teams that miss a change-of-control window or a renewal notice usually do so because nobody owned the deal.
      - Ask for: A named owner and a dated plan covering the contract review, the data checks and the fallback supplier.
      - Red flags: No one has read the contract since signature; The earliest deadline is not known; No alternative supplier has been identified
      - Answer:

- [ ] **If the product were retired or re-priced next year, which alternatives could take its place and how long would a switch take?** _(Important)_
      - Why: Knowing your exit makes every conversation with the new owner easier, and it turns a forced migration into a planned one.
      - Ask for: A short list of alternatives with their own pricing and data-import routes, and an estimate of switching time.
      - Red flags: Your data or workflows exist only in this product; Integrations would all need rebuilding; The buyer also owns the obvious alternative
      - Answer:

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