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Seven Characteristics of the Most Successful M&A Companies

Disappointed with your company's earnings performance since your last acquisition? Worried that the next acquisition or merger will have a similar affect? You're not alone! Study after study has demonstrated that mergers and acquisitions are a risky business. In spite of the fact that a lot of M&A advisors rake in substantial fees each year, almost every major review of companies completing Merger and Acquisition transactions shows that most of these transactions fail to deliver on promised financial performance. Like every other investment, the biggest risks yield the biggest results – whether they're good or bad. One way to improve your odds is to study the methods of the most successful Merger and Acquisition companies. 

 

  

As an industry executive, Ive encountered Merger and Acquisition challenges many times over the course of my career. I have also recently interviewed numerous C level executives from some of the worlds largest and most successful companies across several industries about this topic. I also conducted an internet-based survey of senior managers with extensive Merger and Acquisition experience. Seven winning characteristics emerged among the few truly successful Merger and Acquisition companies:  

  

Characteristic #1:  Successful companies follow a proven path of general acquisition and mergers. First, they do meaningful strategic planning.

This practice enables acquisition targets to be identified which are excellent strategic fits for the corporation, rather than mere opportunities for getting bigger. Second, they perform thorough due diligence work. Their due diligence differs from poor performers because they plumb the depths of business processes and information systems capabilities and capacities in the acquisition target to ensure appropriate valuation and strategic fit. Third, they negotiate terms and conditions for the transaction that avoid overpayment. They accomplish this by making certain that management does not become enamored with the target company. Fourth, they plan for post-merger or post-acquisition integration. That plan includes a comprehensive communications plan, alignment of objectives and performance measures, and integration of processes and systems. Fifth and finally, after the deal is closed, the most successful companies relentlessly execute the planned business assimilation and integration activity. M&A requires detailed planning, rigorous management, and aggressive execution to succeed. 

  

Characteristic #2: Successful companies use initiatives or projects to perform integration, and fundamental project management techniques to manage each of the initiatives.

Every company, including yours, has a unique combination of strengths and weaknesses, and market-facing strategies. The combination of these factors dictates what specific initiatives your company must use to assimilate the new business unit. In some cases, the most urgent needs will revolve around rationalization of staffing, facilities, and capital equipment. In other cases, achieving commonality in information systems to enable cross-selling and rebranding will be most important. Whatever the combination turns out to be, your company must lead these initiatives effectively through a formal program management structure. Formally structured and carefully managed initiatives are a strong characteristic of the most successful Merger and Acquisition companies. Formal program management requires such elements as a detailed project plan, discrete milestones, defined performance measures, designated responsibilities, risk management and change management processes, and so on. Initiative based integration rooted in sound market-facing strategy will improve the odds of successful Merger and Acquisition performance. 

  

Characteristic #3: Successful companies pay meaningful attention to the match of cultures, organizations, and HR matters such as management retention.

If your company has been through an acquisition or merger, you already know that the different cultures of the companies involved always make the situation challenging. In hostile takeovers, it can prove devastating. Employees often find that the behaviors previously rewarded by their company can sometimes result in demotion or dismissal. Performance criteria change, as do the people measuring the performance. When this happens, management in the acquired company, as well as many of the employees,  becomes threatened, defensive, and resentful. The loss of key leadership in critical transitional periods can ruin the deal, and even when the entire deal remains intact, the resulting organizational instability often drains so much energy and time from remaining managers that it costs the new enterprise more time to achieve expected financial performance goals.  Some Merger and Acquisition advisors report that as many as 72 percent of key managers head for the door within three years of an acquisition or merger. Almost all successful Merger and Acuisition companies incorporate a formal culture management structure into their integration planning. Some even put specific performance measures in place to monitor the success of melding the cultures following their formal public merger or acquisition announcement. The HR details, from communication to compensation, are make-or-break elements of Merger and Acquisition success. 

  

Characteristic #4: Successful companies ensure that the acquisition is an integral part of overall business strategy.  

Have some of your company's acquisitions turned out to be a poor fit with the rest of the business? Responses to my recent survey of senior managers with extensive M&A involvement indicated that the targeting of acquisitions which are a good strategic fit was the third most critical issue to M&A success. Strategic fit implies a close alignment of markets served, technologies owned, Research and Development direction, financial position (revenues, market share) between the companies involved. It also means that there is a real and quantifiable set of synergy related opportunities between the two companies. The best Merger and  acquisition performers maintain a strong strategic plan with market-facing strategies, internal operating strategies, specific performance targets, and performance metrics linked from top to bottom throughout the enterprise. They incorporate the alignment of those elements of the acquisition target into integration planning for their transactions, and pull the trigger on them soon after the deal is consummated. Effective planning is a fundamental element of successful business. In Merger and  acquisition situations, it must also be the basis for every major decision.  

  

Characteristic #5: Successful companies have full-time time resources assigned, and strong lines of executive accountability for the success of the acquisition.

Does your company assign full-time teams to acquisition pursuits, or rely on part-time efforts from people who also have a day job? The pressures of day-to-day job responsibilities for key staff members make it incredibly difficult for them to focus on a part-time assignment related to Merger and  Acquisition activity. The early assignment of skilled full-time resources to these tasks as early as possible in the due diligence phase of the acquisition or merger process is often critical to success. General Electric, arguably one of the best acquirers in the business (certainly one of the most prolific) recognized that management experience made a huge difference in the success of their endeavors, and as a result, decided some years ago to designate integration management as a full-time role in their company. Studies of GE and others show that companies who assign full-time teams have better Merger and Acquisition track records. 

  

Characteristic #6: Successful companies have discrete targets for integration activities, and relatively short-term financial objectives that are quantitative.

In your company's last acquisition, were specific performance targets published and widely known? While goals such as "become accreted within a year" are quantitative enough, they must be broken down into a set of initiatives and accompanying performance measures in order to be useful. The best companies understand not only what the top-level goals are in quantitative terms, but also what specific actions will be taken, by whom, and by when, to achieve that desired result.   Hence the detailed project plans around a defined set of initiatives described in Characteristic # 2, above. Initiatives can relate to revenue growth, market share growth, or operating cost reduction. They can involve a wide variety of actions such as establishing strategic partnerships for marketing or distribution, efforts around cross-selling or re branding, facilities rationalization, new Research and Development initiatives, organizational restructuring, and information systems upgrades. Those companies who are most successful march through discrete initiatives toward quantitative goals. Achieving those discrete goals enables the newly merged company to hit specific financial objectives at designated times. The most successful Merger and Acquisition companies are those who most discretely define what success means. 

  

Characteristic #7: Successful companies move assertively to get the newly acquired business entity onto common business processes and information systems early on.

One of the C-level executives I interviewed (this one was a Financial Services executive) in preparation for my book said: "We have three top priorities in these transactions: gain market share, grow assets, and reduce operating costs in proportion to the assets we manage. Getting the acquired entities onto common processes and systems is strategically critical for us in achieving that third goal. But beyond just our financial performance, it impacts the morale of our employees, our ability to present a consistent face to our customers, and our efficiency in employee training. When a company like ours is systematic in their approach, they can bring new acquisitions onto common processes and systems in six to nine months."  Most of the leading companies in this area, including companies like GE and Cisco, exhibit this characteristic. Unity and consistency produce and exhibit strength to customers and shareholders. The strength of unity and consistency is never more important than the period immediately following a merger or acquisition.

 

 

Management consultant Bill Duncan helps companies boost their earnings through aligning and strengthening their business processes and information systems. To learn more about Bill Duncan's new book, Enterprise Optimization: Making Acquisitions Pay Off, visit http://www.earningsperformance.com

Article Source: http://EzineArticles.com/?expert=William_Duncan

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The Importance of Reasonableness When Selling Your Business

"Sometimes business owners are their own worst enemies in the sale of their business. this post explores the importance of reasonableness for a business seller.

 

We recently completed a survey of a broad cross section of business brokers and merger and acquisition professionals. One of the questions we posed was, “What is the biggest challenge you face in your practice?” We gave them eight choices including lack of financing, sell side deal flow, not enough buyers, etc. We asked our professionals to pick their top three. The top answer was Seller Value Expectations with a 68.9% response rate. The next closest answer was sell side deal flow at 55.3%. Why is this the biggest challenge that our industry faces? To me this translates into a great deal of wasted effort on the part of our buyers, our seller clients, and our profession.

 

This is further exacerbated by the business sellers that expect a full business sale engagement with no monthly fees and the only payment in the form of a contingent success fee. A true professional M&A engagement includes preparation of blind profiles, confidentiality agreements, memorandum authoring, preparing a database of buyers, buyer contact, conference calls, buyer visits and negotiations. A typical business sale takes between 4-12 months and often involves from 500-1,000 hours of Investment Banker work.

 

Because deal flow is the second largest problem that the industry faces, many business brokers and merger and acquisition professionals will agree to this success fee only seller demand. I believe it was Rockefeller that said, “If it seems too good to be true, it probably is.” One of the large industry players estimates that the average business sale closing ratio is less than 10%. This is so important that I am going to say it again. The business sale closing ratio is less than 10%. It fails 90% of the time.

 

Let's look at the natural result of this dynamic. The business broker, if he is doing it the right way, is going through this very labor intensive process to contact buyers, get confidentiality agreements signed and bring qualified buyers to the table. Here is what typically happens. The owner is getting all of this work for free, has unreasonable value expectations and since he is not paying any fees, has no sense of urgency. The broker could bring in legitimate market offers that are fair and the owner says, “That is not nearly enough, you are doing fine, just keep going.”

 

Well it doesn't take a business broker too many situations like this before something has to change. The first thing that usually changes is that he now refuses to take on any engagements without an up-front payment or a monthly consulting fee to offset some of his costs in this low closing environment. What happens over the next year is that his deal flow totally dries up, because he is competing with those professionals that are still willing to operate with only a contingent success fee.

The next question is how do those brokers that operate on a contingency basis stay in business?

 

The simple answer is that they can no longer afford to perform a true M&A process. They take on a large number of clients and try to sell their business through newspaper ads, industry publication ads, email blasts to private equity groups, email blasts to other brokers and the favorite – putting the business on several business for sale Web Sites.

 

All of these approaches, with the exception of contacting private equity firms (about 1 % of businesses for sale meet their rigorous buying criteria) invite individual buyers, not corporate buyers. Individual buyers are looking to buy a job and to the extent that business sellers have inflated value expectations, these buyers have equally deflated valuation expectations. It looks something like this. Do you have the $XXX minimum needed for the cash at closing? No but I have investors. These investors never show up.

 

The individual's analysis follows this logic. Well, at the height of my career, I was making $150,000, so I am going to have to get at least that out of the business each year. Also, because this is high risk, the equity I put in will command a 25% return, and I have to cover the 75% of transaction value debt at 10%. So, by my calculation I can afford a price of 60% of what the true market value of the business is.

 

This gap is almost never bridged between business seller and individual buyer. And yet the approach most of the business broker profession is forced to take based on the unreasonable expectations of the sellers invites this dynamic. This is often hugely damaging to the seller's business. No matter how much he tries to focus on running his business, this stream of bargain hunters is a big drain. The business often suffers a significant drop in performance during this period, and like an overpriced home, often becomes stale in the process.

 

As the owner of a Main Street Business – bar, restaurant, salon, convenience store, gas station, etc. the economics and the likely universe of buyers really dictate this approach. Just be prepared for this process and at least have your non-paid broker screen out the totally unqualified buyers.

 

For owners of B2B type businesses and larger businesses, your buyer will not be an individual, but rather a corporation or a private equity group. Let's focus here on the corporate buyer. If the potential buyer is under $50 – $100 million in revenue, the M&A contact is usually the president. If the company is larger, it usually will have the initial deal vetting completed by the head of strategy, business development or mergers and acquisitions. Those people are not visiting business for sale Web Sites or searching the business opportunities section of the newspaper.

 

The business owner's first reasonableness hurdle is whether he/she recognizes that to reach these corporate buyers is a very difficult and labor intensive process and a firm that specializes in reaching these targeted buyers is the right choice to hire. These professionals normally require either an up-front fee or a monthly fee in addition to the contingent success fee.

 

Well, you did it. You interviewed several firms, checked references, felt comfortable with their process and felt confident with them as you partner for the next 6-9 months. Your M&A firm takes you to the market and gets several companies interested. You arrange multiple conference calls and corporate visits and then the subject of value comes into focus. This is where deals usually break down. There is a natural valuation gap between buyer and seller and the challenge becomes how to bridge that gap with both valuation and deal structure. The seller's reasonableness will be put to the test as he tries to balance his emotions with the ultimate arbiter of value, the marketplace. But that is the subject of a future post."

 

This article is published by courtesy of Dave Kauppi of MidMarket Capital and originally posted on his blog Business Broker Chicago

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Iberia M&A – May 2010 – No recovery on the horizon

No recovery on the horizon!

 

Investments targeting Iberia based companies are further dropping in May reaching the all-time low during the last twelve months, not taking into account August (typical vacation period in Spain). The evolution is somewhat worrisome: deal volume is down 62% on a month-on-month basis and a 80% on a year-on-year basis, whereas the number of transactions slipped 17% compared to April and 56% on a year-on-year basis.

 

 

There is a clear tendency over time:

  • Fewer transactions
  • Smaller deal volume by transaction

And a recovery is not in sight!

 

The current development of the Spanish economy and the perceived country risk, which became manifest in the recent downgrading of Spain's sovereign credit rating, does not give reason to expect a recovery of the M&A activity in the short term.

 

With regards to the perceived country risk “Spain yesterday got through a critical test to borrow money by offering high interest rates, but strong demand for the debt showed the markets were not as alarmed about the nation's finances as had been previously thought”, as Today Online reports. Spanish Treasury issued EUR 3 billion in 10-year bonds at an average yield of 4.864% and EUR 479 million of 30-year bonds at 5.90%. Last Tuesday EUR 5.2 billion were placed at the markets.

 

Nevertheless, the Spanish market offers interesting opportunities in terms of current pricing as well as of pending market consolidation in many industries. Recalling Warren Buffett's saying “The time to get interested is when no one else is. You can't buy what is popular and do well.”, it might be the right time for long-term oriented investors to do a good bargain in Spain.

 

Data source & full report: Zephyr published by BvD

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Sant Cugat International Business Club Meeting

Jordi and I had the pleasure to participate as speakers at the Sant Cugat International Business Club (SCIBC) Meeting last Thursday on October 1, for which I thank Daniel Razniewski. The SCIBC is an organization of international

professionals with common interests that meets regularly to network and to assess opportunities.


The meeting was well attended with members representing Caixa Criteria Corp., Caixa Catalunya, Hewlett Packard and Amicorp, to name only a few. I believe it was a success and the attendees were very interested in the topic. The SCIBC newsletter resumes it as follows:

At 8.30 p.m. the Club meeting got underway with the first presentation, given by Jordi Blasco and Martin Mayer from ARS Corporate. They gave us a fascinating insight into the world of mergers, acquisitions and divestitures, highlighting the opportunities and pitfalls in today’s market and discussing the great benefits of M&A coaching.


By the way, the topic of our speech was: M&A Coaching: a new way to manage M&A – a holistic view on acquisitions and divestments.

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Launch

We at ARS CORPORATE are proud to announce our new blog called “Insight“, which we launch together with the revised theme of our corporate website with improved usability and user friendliness.


The name of the blog – Insight – reflects our goal to give you an insight view into the world of Mergers & Acquisitions. And we kindly invite you to participate and to enter into dialogue with us at this site. Should you have any topic about which you would like to know more or if you have any questions just send us a quick email or leave a comment.


I hope you enjoy and use this site.

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