This is Part 2 of 2 in a mini series we are doing on business exits. If you have not checked out Part 1, do so now!
For both our Blog and Podcast episode, we brought on Stuart H. Sorkin, the Managing Member at Business & Legal Advisors.
Let’s dive into this next part, the M&A process.
What is the M&A Process?
From a very high level here is the typical process:
- Mutual Non Disclosure Agreement (NDA)
- Letter of Intent (LOI) or Memorandum of Understanding (MOU)
- Due Diligence
- Purchase Agreement / Note / Consulting Agreement / Negotiations / etc.
What Are the Three General Categories of the Lifecycle of Mergers and Acquisitions (M&A)?
What is Strategy in a M&A Deal?
Strategic planning helps protect you from M&A failures. Just because you want to buy a company doesn’t mean you should buy that company. There are several questions you should ask yourself when researching target companies.
- Why do you want to acquire, or merge with, another company?
- What is your business objective?
- Do the target company’s products or services fit with your objectives?
- What value will the deal bring you?
- What is the value of the target company?
- Does the company culture fit with your company?
These types of questions can help you narrow your choices as you screen the companies you are interested in, determine target company valuations, structure deals, and analyze how your business decisions will give you an advantage in the current market.
Importance of Synergy
Synergy is a combined action or operation. Many companies decide to merge with or acquire another business based on potential synergies that can come from combining similar products and technologies. The following are some benefits that synergy can bring when companies merge:
- Combine workforces—Identify and eliminate redundancies and restructure workflows to increase efficiency and to accommodate increased business volume.
- Combine technologies—Combining similar technologies can help a company to achieve strategic advantages in your market.
- Reduce costs—Consolidation can improve your purchasing power and decrease costs as you negotiate better terms with vendors based on the need for more materials because of increased output.
- Market expansion—There is potential that combining companies will create an advantage in a particular market, or enter into a market that was not previously available to you.
Merger Readiness Assessment
Merger Readiness is often overlooked, but is one of the most important aspects. Nearly every department or function within your organization will be impacted by a merger or acquisition. Each department or function needs to know what their roles and responsibilities are during each phase of a merger or acquisition – and ahead of any specific transaction.
Merger Timeline / Calendar
Acquisition process timelines can surprise organizations. Sometimes these can move from initial review to final agreement in less than two months. Therefore, you should create a standard planning timeline for the various phases of a merger or acquisition – updated for any specific acquisition. Many members of your merger and acquisition team will be pulled off of their “day jobs” to participate and need to recognize ahead of time as to how quickly the process may need to move.
What is Execution in a M&A Deal?
During this phase, you’ll want to gather experts and people with M&A experience. You need people who are expert advisors in HR, IT, operations, legal, taxes, and finances to help you cover all your bases and to help the transition run smoothly. All of this experience, expertise, and knowledge come together to ensure that closing the deal will continue to meet the goals and objectives you established during the strategy stage.
Documentation of the Transaction
Once you determine the target, you will need to submit a letter of intent (LOI). The LOI provides the basis of terms for the M&A transaction that will be included in the definitive agreements. It will need to specify the following:
- Whether the transaction is an asset purchase, stock purchase or merger;
- What is the purchase price and the terms for purchase;
- Are there conditions precedent to proceed to closing such as third party consents;
- What are the Buyer’s contingencies and timing to remove contingencies;
- Are there post-closing obligations for the seller;
- What documents will need to be produced at closing; and
- What is the proposed timing for closing.
It is important to note that more than 60% of the transaction, which have executed an LOI do not close. From the seller prospective the best deal terms a seller will see will be as state in the LOI because once the LOI is signed, the buyer does have the opportunity to renegotiate the transaction based upon failures in due diligence or additional information learned by the buyer during due diligence. We believe it is in the best interest of all parties to have a very detailed LOI to avoid the deal collapsing during due diligence or in the drafting of the definitive agreements.
Risk Assessment and Due Diligence
This is a very important step. While you have reviewed some information already, this is your opportunity to dig deep into the information and to validate your preliminary findings or to raise issues that you previously were unaware. This step needs thorough documentation and should be carried out by staff with expertise and experience in the areas under review during due diligence. During due diligence you need to spend time on the who, what and how you will integrate the two companies. We believe the most successful transactions are where at least 50% of the integration plan is completed prior to the closing.
Merger Business & Financial Forecast
In the end, all of this information needs to be translated into a business and financial forecast (+ 5 years) that allows you to place a value on the company and to determine if the acquisition achieves your financial goals contained within your merger policy. Your investment banker will assist in pricing the acquisition, but should not be expected to contribute to the financial forecasting. You may seek a consultant to assist you in preparing the financial forecast and analysis. But, again, these must be “your numbers” and your best view on the future prospects for this acquisition.
What is Integration in a M&A Deal?
Integration brings another set of challenges because now two companies with two cultures need to figure out how best to work together. You will need to put together an integration team to help the integration run smoothly. Members of this team should include:
- Senior executives to keep stakeholders informed about merger progress, to communicate the value of the merger, and to ease concerns about the company’s future.
- Due diligence team to retain important information. The due diligence team works with the integration team to ensure that all data is successfully transferred, that there are no redundancies, and that no information is lost.
- Human resources to communicate with and answer questions from employees about job positions, benefits, roles, and expectations going forward.
- Change management experts to help the purchased company feel cared for, to drive employee morale, and to help employees and stakeholders buy in to the idea of being acquired. Change management experts can help to avoid problems.
Consider using existing org charts and drawing new charts as needed during the integration phase. Org charts can give you valuable information like where people are physically located, what teams they are assigned to, their specific roles and responsibilities, and who reports to whom. This information can give the buyer insight as you plan for restructuring organizations, departments, and business units. It can also help you understand the human capital of the organization that was just purchased.
At the six-month anniversary of the completed merger integration (not merger closing), there should be a post-merger assessment of all elements of the acquisition process. What went well? What needs improvement?
As a reminder if you have not checked out Part 1 of this series, do so now: Why Will Every Owner Exit Their Business and How Can You Best Prepare For This?
Check out our Podcast episode for the full interview with Stuart and if you would like to be connected with him, go to the contact page on our website and send us a message or check out his website here.
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