Course Organised in co-operation with                                Eureka Financial Ltd     3/4 October 2012     Prof Sc...
PROGRAMME OVERVIEW        Objectives              Identify key value drivers              Understand the process of M&A...
COURSE PROGRAMME        Day 1: Morning: Reasons for doing deals, funding and exit         requirements, risk and regulati...
M&A FACTS                                                                                                         30%   Pr...
Day 1                                   Mergers, Acquisitions & Divestitures                                              ...
IT’S NO LONGER TRUE THAT MOST DEALS       FAIL…             ‘Headlines’ focus on failures             The press and many...
STUDIES SINCE 20071 SHOW DEALS NOW SUCCEED        MORE OFTEN THAN FAIL…   1© Scott Moeller, 2012 School, Towers Watson, Mc...
QUARTERLY PERFORMANCE OF COMPLETED DEALS                           10.0                                                   ...
MIDDLE EAST M&A ACTIVITY        Slow in 2012: Only 20 deals in H1 vs 42-57 annually in 2007-11        Megadeals:        ...
MIDDLE EAST M&A ACTIVITY:                 QUARTERLY ACTIVITY ESPECIALLY STRONG COMPARED TO                 2011   $10,000 ...
M&A MATURITY   Country           Index 1 Yr 2 Yr                            Country       Index 1 Yr 2 Yr                 ...
M&A MATURITY SCORE AND FACTORS FOR KUWAIT                                                         Kuwait70%               ...
MIDDLE-EAST MATURITY INDEX                    CASS MARC M&A REGULATORY       ECONOMIC AND                                 ...
KUWAIT: VOLUME AND VALUE TRACKER         500                                                                              ...
KUWAIT: VOLUME AND VALUE       9                                                           14000       8                  ...
KUWAIT: VOLUME BY INDUSTRY                                                        Volume (%)         25%         20%      ...
GLOBAL M&A WAVES…      © Scott Moeller, 2012       $ trillions (announced)        5.0                                     ...
M&A PARADOX        Most mergers fail, but few companies succeed without acquiring         or merging.               Can ...
THREE COMPONENTS TO AN M&A DEAL                        Should we do a deal?                                With whom?     ...
SOURCES OF DEAL ERROR:   RESPONDENTS CITING EACH REASON AS THE PRIMARY SOURCE OF   ERRORS IN THE M&A PROCESS         Sourc...
CONSIDER FIRST THE ALTERNATIVES TO M&A© Scott Moeller, 2012                                                               ...
THREE PRE-REQUISITES FOR BUYING    There are 3 pre-requisites for an acquisition to take place              The target mu...
PUBLIC AND PRIVATE DEALS        There is a fundamental distinction in mergers & acquisitions         between            ...
PUBLIC DEALS        A public deal is likely to have              A fixed timetable              Minimum pricing levels ...
PROGRESS OF A PUBLIC ACQUISITION (BUY-SIDE)    BuyCo:                                                         BuyCo:      ...
PLANNING PROCESS        Planning incorporates the acquisition goals and objectives        These include one or more of t...
SUCCESSFUL M&A PROGRAM STEPS        1. Manage pre-acquisition phase              Instruct staff on secrecy requirements ...
PRE-ACQUISITION PLAN         Management              Small companies do not have management slack              Manageme...
SUCCESSFUL M&A PROGRAM STEPS        2. Screen Candidates            Identify knockout criteria            Decide how to...
SCREEN TARGETS        Concentrate on four key areas              Right industry              Right size              R...
EXAMPLE OF SCREENING CRITERIA     Market segment     Product line     Profitability     Degree of leverage     Market...
M&A OPPORTUNITIES: TARGET COMPANIES        Need value chain integration - e.g. dependent on supplier - vertical integrati...
SUCCESSFUL M&A PROGRAM STEPS        3. Value remaining candidates            Know   exactly how you will recoup the take...
WHERE WILL THE VALUE COME FROM?                                               Gains from merger                        Syn...
SUCCESSFUL M&A PROGRAM STEPS        4. Negotiate            Decide  on maximum price and stick to it            Underst...
NEGOTIATION STRATEGY        Select the team              Small is best              Establish roles              Conti...
FIRST RULE OF NEGOTIATION    ‘You pick the price and I pick the      terms…    And I always will win.’© Scott Moeller, 201...
SUCCESSFUL M&A PROGRAM STEPS        5. Manage post merger integration            Move as quickly as possible in making a...
FAILURE CAN START AT THIS POINT IN THE DEAL         Process failures            Lack of management and financial resourc...
KEYS TO SUCCESS         Soft issues              Management (existing and new)              Cultural issues           ...
Day 1                                                                   Mergers, Acquisitions & Divestitures              ...
SELLERS: PRIVATE TRANSACTIONS        Private sales of companies are usually the result of one or more of         the foll...
SELLERS: PRIVATE TRANSACTIONS        Three major types of private auctions from the Seller’s         viewpoint           ...
SELLERS: PRIVATE TRANSACTIONS        Public/Open Auction           Useful               For “trophy” assets            ...
SELLERS: PRIVATE TRANSACTIONS        Limited Private Auction           Approach to limited number of parties           ...
SELLERS: PRIVATE TRANSACTIONS        Bilateral Discussions            Useful                For highly confidential iss...
SELLERS: PRIVATE TRANSACTIONS        After decision to sell, there are four main stages of the process              Prep...
STAGES OF A PRIVATE SELL-SIDE                  Stage 1                                  Stage 2                        Sta...
SELLERS: PRIVATE TRANSACTIONS    Preparation        Preparation of Confidential Information Memorandum              Purp...
SELLERS: PRIVATE TRANSACTIONS    Stage 1: The “Long List”        Preparation of universe of potential purchasers         ...
SELLERS: PRIVATE TRANSACTIONS    Stage 1: The “Long List”        Confidentiality agreements              Usual terms    ...
SELLERS: PRIVATE TRANSACTIONS    Stage 2: The “Short List”        Selection of shortlist for second stage              W...
SELLERS: PRIVATE TRANSACTIONS   Stage 2: The “Short List”       Establishment of document/data room            Where?   ...
SELLERS: PRIVATE TRANSACTIONS    Stage 2: The “Short List”        Receipt of final/second round offers              By f...
SELLERS: PRIVATE TRANSACTIONS    Stage 3: The “Preferred Bidder”        Selection of winner/ “preferred bidder”          ...
SELLERS: PRIVATE TRANSACTIONS    Stage 3: The “Preferred Bidder”        Execution of Contract        Satisfaction of con...
SELLERS: PRIVATE TRANSACTIONS    Pre-transaction:                                                Preparation:     •Appoint...
SELLERS: PRIVATE TRANSACTIONS        Indicative timetable           - Preparation and Pricing                            ...
Day 1                                                                   Mergers, Acquisitions & Divestitures              ...
KEY SHARE OWNERSHIP THRESHOLD LEVELS(EXAMPLE FROM THE UK)      Shares of Target   Consequences      0.5%+              If ...
MANDATORY OFFER LEVELS         Australia                                        20%                 Malaysia              ...
TIMETABLE ISSUES (IN THE UK)   The Bid Timetable   Date                                    Event   Day before day of annou...
TIMETABLE ISSUES (IN THE UK)                                                             (CONTINUED)       D + 60         ...
COMPETITION LAW           Competition law covers (in particular): mergers,           anticompetitive agreements (includin...
TAXABLE VS. NON-TAXABLE DEALS          The basic tax rule in mergers:              Exchanging stock = non-taxable transa...
Day 1                                                                   Mergers, Acquisitions & Divestitures              ...
Advisors and their Roles                        ‘The only source of knowledge is                                  experien...
DIFFERENT ADVISORS IN A DEAL                        Investment Bank                    Legal                              ...
A SERIAL ACQUIRER EXAMPLE: THE GE DEALTEAM                                                     IT / Systems               ...
FINANCIAL ADVISOR(S)          Financial advisor role             Gives general financial advice             Drafts some...
INVESTMENT BANKERS WITH BIDDERS          Finding acquisition opportunities, e.g. locating an acquisition target.        ...
INVESTMENT BANKS WITH TARGETS          Valuing the target and its component businesses to negotiate a           higher of...
DEAL ADVISORY FEES                                                                                                       A...
INVESTMENT BANK FEE LEVELS                                                                   Relationship between         ...
LAWYERS          Draft legal agreements and documents          Draft ‘back end’ of offer and defence documents         ...
ACCOUNTANTS          Produce numbers as required             3 year track record for offer document (not              re...
GENERAL MANAGEMENT CONSULTANT        Can advise at any point in the deal        For smaller acquisitions, may include so...
PUBLIC RELATIONS ADVISOR          Helps with selling message          Corporate ‘logo’ / spin          Organises PR cam...
IN-HOUSE M&A CORE COMPETENCY        Corporate Development group           Usually populated with transfers from other ar...
KEY ELEMENTS OF IN-HOUSE M&A         Clear and compelling M&A                                  Merger Integration Playbook...
Strategy        ‘In preparing for battle I have always found that        plans are useless, but planning is indispensable....
STRATEGIES FOR REALISING VALUE        Categories of seller           Private individuals – family firms, entrepreneurs  ...
DEVELOPING AN ACQUISITION STRATEGY        Define your acquisition objectives        Establish specific acquisition crite...
DISPOSAL ERRORS        Process failures              Lack of planning              No grooming              Separation...
TYPICAL LOSING PATTERN FOR MERGERS                                                        Targets are screened on the    ...
REASONS FOR MERGERS AND ACQUISITIONS        There are good and bad reasons for acquiring another         company        ...
WHY DO A DEAL?                   Good                                     Questionable:                                   ...
IDENTIFYING COMPANY STRATEGY        Acquirer must know its own existing core competences         and therefore its gaps  ...
STRATEGIC JUSTIFICATION:    SIX QUESTIONS TO EVALUATE    1. Sound Strategic Assessment?              Value-creating poten...
STRATEGIC JUSTIFICATION:    SIX QUESTIONS TO EVALUATE    4. Consideration of Organisational Conditions?                Sy...
LINKING STRATEGY TO SELECTION:    10 GUIDELINES    1.      Pay for the past, consider the present but buy the future      ...
LINKING STRATEGY TO SELECTION:    10 GUIDELINES    6       Autopilot           •    Can the business run on its own so tha...
EVALUATE THE STRATEGY: TOOLS        Competitive position               Porter’s Five Forces analysis        Resource an...
USING INDUSTRY STRUCTURE ANALYSIS: PORTER                                            BARRIERS TO ENTRY                    ...
THE 7 M’S MODEL          Analysing strategic resources               Materials               Machines                  ...
ANSOFF DEVELOPMENT MATRIX                           Product                                                     Present   ...
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M&A Strategy and Valuation, Oct 3 and 4 - 2012

  1. 1. Course Organised in co-operation with Eureka Financial Ltd 3/4 October 2012 Prof Scott Moeller, Director, M&A Research Centre, Cass Business School, London MERGERS, ACQUISITIONS AND DIVESTITURES 1© Scott Moeller, 2012
  2. 2. PROGRAMME OVERVIEW  Objectives  Identify key value drivers  Understand the process of M&A  Assess the needs and benefits of M&A for a company and therefore the right and wrong reasons to do a deal  Understand synergies and how to quantify them  Learn the different methods of M&A valuation and pricing, and the appropriate application of these methods  Understand M&A due diligence  Analyse alternative deal structures  We will achieve this through the extensive use of  Real life examples of transactions (case studies)  Discussion amongst all participants  Break-out groups© Scott Moeller, 2012 2 Course organised in co-operation with Eureka Financial Ltd
  3. 3. COURSE PROGRAMME  Day 1: Morning: Reasons for doing deals, funding and exit requirements, risk and regulation.  Day 1: Afternoon: Deal process, deal teams, strategy, due diligence and negotiation, post-deal integration  Day 2: Morning: Financial engineering (deal structuring, financing, pricing vs valuation, covenants)  Day 2: Afternoon: Synergies and summary case study.© Scott Moeller, 2012 3 Course organised in co-operation with Eureka Financial Ltd
  4. 4. M&A FACTS 30% Probability 3% Deals that are hostile that a US Fortune 1000 company will 91% US deals over $100 million pursue a significant that were merger in any challenged in one year £174 Amount each deal court million contributes to the UK economy 31% Likelihood a hostile target company will remain 12% Chance of being made independent redundant following an 19.8% UK Deals with suspicious acquisition trading pre- deal 37% Deals in emerging markets 9 40% of deals don’t complete months within this time after announcement© Scott Moeller, Business School, Towers Watson, Cornerstone Research, Bernstein Research, J.P. Morgan Sources: Cass 2012 Course organised in co-operation with Eureka Financial Ltd
  5. 5. Day 1 Mergers, Acquisitions & Divestitures Morning, Session 1 INTRODUCTION AND DEAL DRIVERS© Scott Moeller, 2012 5
  6. 6. IT’S NO LONGER TRUE THAT MOST DEALS FAIL…  ‘Headlines’ focus on failures  The press and many boards still believe this  Yes, it was once true: 1987 McKinsey 116 acquisitions 61% failed . Porter 56% of all acquisitions get sold off 1996 Mercer/ 150 deals 57% failure rate / 30% had substantial losses Business Week . Economist 150 acquisitions 70% failed to meet expectations . McKinsey 160 acquisitions Only 12% accelerated their growth 1997 Sirower 168 mergers Only 20% return in 4 years 1998 A. T .Kearney 115 mergers 58% added no value 1999 McKinsey 77% fail to yield expected synergies 2001 KPMG 118 acquisitions 70% created no value / 31% destroyed value 2004 BCG 277 deals 64% destroyed value for acquirers’ shareholders© Scott Moeller, 2012 6 Course organised in co-operation with Eureka Financial Ltd
  7. 7. STUDIES SINCE 20071 SHOW DEALS NOW SUCCEED MORE OFTEN THAN FAIL… 1© Scott Moeller, 2012 School, Towers Watson, McKinsey, BCG Sources: Cass Business Course organised in co-operation with Eureka Financial Ltd
  8. 8. QUARTERLY PERFORMANCE OF COMPLETED DEALS 10.0 8.5 8.0 The line below (2.5pp) shows the The red line below (2.4pp) median-adjusted performance of all shows the median-adjusted 6.0 acquirers throughout the period. performance of all acquirers 5.1 4.9 over a three year rolling 4.3 period. Percentage Points 4.3 4.0 4.0 4.1 4.0 3.1 2.5 2.1 2.2 2.0 2.0 1.5 0.0 -0.4 -1.0 -0.8 -2.0 -2.8 -2.7 -4.0 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Sources: Towers Watson / Cass Business School© Scott Moeller, 2012 8 Course organised in co-operation with Eureka Financial Ltd
  9. 9. MIDDLE EAST M&A ACTIVITY  Slow in 2012: Only 20 deals in H1 vs 42-57 annually in 2007-11  Megadeals:  Qatar Telecom’s $2.2 billion purchase of the remaining 48% of Wataniya (August) and 60% for Asiacell of Iraq for $1.5 billion (June)and Qatar Petroleum’s partial sale of Industries Qatar for $3.9 billion (August)  National Bank of Kuwait / Boubyan Bank for $2.1 billion (June)  Average size of deal <$100 million when above excluded  Why?  Only 6 deals in H1 into the region vs 10-15 in each of past three years  Only 5 deals in H1 out of the region vs 13-16 annually in past three years  But within Middle East is strong.  For the first time, investment in the region exceeded outbound investment.  But reasons to be optimistic as the principal GCC sectors are poised for activity: Financial, Real Estate, Industrials, Energy & Power, even if TMT now appears strongest. 9© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  10. 10. MIDDLE EAST M&A ACTIVITY: QUARTERLY ACTIVITY ESPECIALLY STRONG COMPARED TO 2011 $10,000 300 $9,000 $8,000 250 $7,000 200 $6,000 $5,000 150 $4,000 $3,000 100 $2,000 50 $1,000 $0 0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2010 2010 2011 2011 2011 2011 2012 2012 2012 Deal Value ($ mm) No. of DealsSource: Zephyr Course organised in co-operation with Eureka Financial Ltd
  11. 11. M&A MATURITY Country Index 1 Yr 2 Yr Country Index 1 Yr 2 Yr Scor Δ Δ Scor Δ Δ e e 1 USA 85 0 0 20 United Arab 72 -1 6 Emirates 2 Singapore 84 0 0 45 Qatar 61 -5 0 3 United 82 0 1 Kingdom 59 Saudi Arabia 58 -2 7 4 Hong Kong 81 0 3 62 Bahrain 57 1 1 5 South Korea 81 0 0 64 Kuwait 56 0 -6 6 Germany 80 0 -3 65 Egypt 56 1 0 7 Canada 80 0 -1 66 Oman 56 -1 9 8 France 80 0 3 67 Iran 55 0 -10 9 China 79 1 4 73 Jordan 52 1 -310 Japan 79 2 -1 78 Lebanon 51 4 7 11 Course organised in co-operation with Eureka Financial Ltd
  12. 12. M&A MATURITY SCORE AND FACTORS FOR KUWAIT Kuwait70% 67% 60% 60%60% 56% 52%50% 43%40%30%20%10% 0% CASS MARC M&A REGULATORY AND ECONOMIC AND TECHNOLOGICAL SOCIO-ECONOMIC INFRASTRUCTURE AND MATURITY SCORE POLITICAL FINANCIAL ASSETSOpportunity: Economic and Financial Factors (Development of Equity market and availabilityof Domestic Banking Credit)Threat: Technological (High Technology Exports 15%) 12 Course organised in co-operation with Eureka Financial Ltd
  13. 13. MIDDLE-EAST MATURITY INDEX CASS MARC M&A REGULATORY ECONOMIC AND INFRASTRUCTURE Country name TECHNOLOGICAL SOCIO-ECONOMIC Ranking MATURITY SCORE AND POLITICAL FINANCIAL AND ASSETS United Arab 72% 78% 66% 63% 70% 83% 20 Emirates Turkey 64% 61% 54% 56% 79% 68% 37 Qatar 61% 73% 65% 41% 61% 66% 45 Saudi Arabia 58% 70% 53% 53% 68% 46% 59 Bahrain 57% 63% 63% 39% 58% 63% 62 Kuwait 56% 60% 67% 43% 60% 52% 64 Oman 56% 73% 50% 43% 56% 56% 66 Jordan 52% 59% 60% 50% 35% 56% 73 Lebanon 51% 37% 59% 59% 51% 50% 76 Syria 42% 38% 45% 35% 49% 42% 97 Iraq 36% 16% 53% 13% 44% 57% 115 Yemen 29% 36% 26% 29% 41% 15% 139 Kuwait is ranked among the top 100 countries in the world and with a score above average (53%) in the Middle East Maturity Countries. 4© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  14. 14. KUWAIT: VOLUME AND VALUE TRACKER 500 469 450 400 380 350 300 266 278 241 250 200 153 138 133 150 115 100100 98 100 54 49 53 50 24 32 7 17 8 - Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 MARC M&A Volume Tracker MARC M&A Value Tracker 4© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  15. 15. KUWAIT: VOLUME AND VALUE 9 14000 8 12000 7 10000 6 5 8000 DOMESTIC DOMESTIC 4 6000 3 INWARD INWARD 4000 2 OUTWARD OUTWARD 1 2000 0 0 2005 2006 2007 2008 2009 2010 2011 2012 2005 2006 2007 2008 2009 2010 2011 2012 Domestic deals in Kuwait peaked in the year 2007 and 2009 4© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  16. 16. KUWAIT: VOLUME BY INDUSTRY Volume (%) 25% 20% 15% 10% 5% 0% Volume (%) Top 3 Deals in Kuwait Date Announced Acquirer Name Acquirer Nation Target Name Target Nation Value ($mil) 30/09/10 Zain Group Kuwait Emirates Telecommun UAE 13,028 Dow Chemical Co- 13/12/07 Petrochemicals United States Petrochemical Inds Kuwait 9,500 02/03/07 Wataniya Kuwait Qtel Qatar 3,801 4© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  17. 17. GLOBAL M&A WAVES… © Scott Moeller, 2012 $ trillions (announced) 5.0 4.7 4.5 4.3 4.0 3.8 3.6 3.5 3.0 2.9 2.9 2.8 2.7 2.5 2.2 2.2 2.2 2.0 2.0 2.0 1.9 1.9 1.5 1.3 1.2 1.2 1.0 0.8 0.9 0.6 0.7 0.5 0.6 0.5 0.4 0.5 0.4 0.4 0.2 0.2 0.3 0.1 0.1 0.0 Source: Sanford Bernstein, Thomson Financial© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  18. 18. M&A PARADOX  Most mergers fail, but few companies succeed without acquiring or merging.  Can you be a large organisation without having made acquisitions?  Is organic growth sufficient to become a leading player?  Management’s challenge: How can you reconcile the low odds of deal success with the need to incorporate mergers into the growth strategy. Or… Best Practice to make deals successful© Scott Moeller, 2012 18 Course organised in co-operation with Eureka Financial Ltd
  19. 19. THREE COMPONENTS TO AN M&A DEAL Should we do a deal? With whom? Strategy For how much will they sell? How structured? Price What can we afford? How? Post‐merger Integration© Scott Moeller, 2012 19 Course organised in co-operation with Eureka Financial Ltd
  20. 20. SOURCES OF DEAL ERROR: RESPONDENTS CITING EACH REASON AS THE PRIMARY SOURCE OF ERRORS IN THE M&A PROCESS Source: Corporate Executive Board, 2012© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  21. 21. CONSIDER FIRST THE ALTERNATIVES TO M&A© Scott Moeller, 2012 21 Course organised in co-operation with Eureka Financial Ltd
  22. 22. THREE PRE-REQUISITES FOR BUYING There are 3 pre-requisites for an acquisition to take place  The target must have a “valuable” business to offer  The target must be owned by people who accept losing control  There must be compatible price expectations on both sides (buyer and seller)© Scott Moeller, 2012 22 Course organised in co-operation with Eureka Financial Ltd
  23. 23. PUBLIC AND PRIVATE DEALS  There is a fundamental distinction in mergers & acquisitions between  Public take-overs  Private acquisitions  A public takeover offer occurs  When an offer is made for a publicly listed company  By any other person or company (whether listed or unlisted)  Any other M&A deal is ‘private’© Scott Moeller, 2012 23 Course organised in co-operation with Eureka Financial Ltd
  24. 24. PUBLIC DEALS  A public deal is likely to have  A fixed timetable  Minimum pricing levels  High documentation requirements  High publicity requirements  Many rules and regulations, especially from the exchange on which the target has its primary listing© Scott Moeller, 2012 24 Course organised in co-operation with Eureka Financial Ltd
  25. 25. PROGRESS OF A PUBLIC ACQUISITION (BUY-SIDE) BuyCo: BuyCo: •needs to grow •appoints advisers •decides to grow by •identifies acquisition acquisition criteria BuyCo: BuyCo: •agrees valuation/pricing •identifies specific target(s) •agrees other terms •approaches specific target BuyCo: BuyCo: •carries out due diligence •launches public offer, or •arranges finance & •signs S&P agreement structure© Scott Moeller, 2012 25 Course organised in co-operation with Eureka Financial Ltd Ltd Course organised in co-operation with Eureka Financial
  26. 26. PLANNING PROCESS  Planning incorporates the acquisition goals and objectives  These include one or more of the following:  Market share  Transaction synergies; cost or growth  Industry diversification (vertical integration)  Remove competition  Gain control of strategic resources/skills  Market penetration  Beware other factors!  Management ego  Advisers (transaction based fees)© Scott Moeller, 2012 26 Course organised in co-operation with Eureka Financial Ltd
  27. 27. SUCCESSFUL M&A PROGRAM STEPS  1. Manage pre-acquisition phase  Instruct staff on secrecy requirements  Evaluate your own company  Identify value-adding approach  Understand industry structure, and strengthen core business  Capitalise on economics of scale  Exploit technology or skills transfer© Scott Moeller, 2012 27 Course organised in co-operation with Eureka Financial Ltd
  28. 28. PRE-ACQUISITION PLAN  Management  Small companies do not have management slack  Management role cannot be delegated  Soft issues  Deal size  Look for economies – not too small unless a bolt on  Affordability  Measure risk tolerance  Operating  Financial  Strategic© Scott Moeller, 2012 28 Course organised in co-operation with Eureka Financial Ltd
  29. 29. SUCCESSFUL M&A PROGRAM STEPS  2. Screen Candidates  Identify knockout criteria  Decide how to use investment banks and other advisors  Prioritise opportunities  Look at public companies, divisions of companies and privately held companies© Scott Moeller, 2012 29 Course organised in co-operation with Eureka Financial Ltd
  30. 30. SCREEN TARGETS  Concentrate on four key areas  Right industry  Right size  Right fit  Right price  Refine the list  Absolute deal breakers  Potential deal breakers  Desirable but lacking essential criteria  Reduce to one or two candidates  Remember lions eat first!© Scott Moeller, 2012 30 Course organised in co-operation with Eureka Financial Ltd
  31. 31. EXAMPLE OF SCREENING CRITERIA  Market segment  Product line  Profitability  Degree of leverage  Market share  Willingness of owners to sell … but remember, ‘everyone has their price!’© Scott Moeller, 2012 31 Course organised in co-operation with Eureka Financial Ltd
  32. 32. M&A OPPORTUNITIES: TARGET COMPANIES  Need value chain integration - e.g. dependent on supplier - vertical integration  Benefit from greater efficiency - avoid cutthroat competition, achieve production or distribution efficiencies  Company has weak financials - flat earnings, overleveraged  Has several businesses that have no synergies - some growth, some flat Company has businesses with incompatible cultures - or two different companies with compatible cultures  Company is in sector with overcapacity - benefit from consolidation  Company wants to buy competitor who could end up in a rival’s hands  Company wants to do an IPO but is not suitable - e.g. not in a “hot” business, or the size is insufficient  Companies in the same line of business, but with P/E differentials  Conglomerate discount - company is undervalued in the market and would be worth more if some businesses were hived off  Owner wants to retire© Scott Moeller, 2012 32 Course organised in co-operation with Eureka Financial Ltd
  33. 33. SUCCESSFUL M&A PROGRAM STEPS  3. Value remaining candidates  Know exactly how you will recoup the takeover premium  Identify real synergies  Decide on restructuring opportunities  Decide on financial engineering opportunities© Scott Moeller, 2012 33 Course organised in co-operation with Eureka Financial Ltd
  34. 34. WHERE WILL THE VALUE COME FROM? Gains from merger Synergies Control Top line Bottom line Financial Business restructuring Restructuring (M&A)© Scott Moeller, 2012 34 Course organised in co-operation with Eureka Financial Ltd
  35. 35. SUCCESSFUL M&A PROGRAM STEPS  4. Negotiate  Decide on maximum price and stick to it  Understand background and incentives of the other side  Understand value that might be paid by a third party  Establish negotiation strategy  Reach mutual agreement  Conduct due diligence© Scott Moeller, 2012 35 Course organised in co-operation with Eureka Financial Ltd
  36. 36. NEGOTIATION STRATEGY  Select the team  Small is best  Establish roles  Continuity is essential  Have clear objectives  Deal breakers  What is negotiable  List of ‘give-aways’ that can be conceded  Deal with the organ grinder not the monkey  Match seniority and experience  Representations and warranties  Disclosure  Sale and purchase agreement© Scott Moeller, 2012 36 Course organised in co-operation with Eureka Financial Ltd
  37. 37. FIRST RULE OF NEGOTIATION ‘You pick the price and I pick the terms… And I always will win.’© Scott Moeller, 2012 37 Course organised in co-operation with Eureka Financial Ltd
  38. 38. SUCCESSFUL M&A PROGRAM STEPS  5. Manage post merger integration  Move as quickly as possible in making and announcing decisions  Carefully manage the process© Scott Moeller, 2012 38 Course organised in co-operation with Eureka Financial Ltd
  39. 39. FAILURE CAN START AT THIS POINT IN THE DEAL  Process failures  Lack of management and financial resources or experience  Failure to plan early for the integration  Wrong (or no) advisors  Commercial failures  Poor information about target (‘due diligence’)  Industry changes  Unfamiliarity with industry characteristics  Acquiring the wrong company© Scott Moeller, 2012 39 Course organised in co-operation with Eureka Financial Ltd
  40. 40. KEYS TO SUCCESS  Soft issues  Management (existing and new)  Cultural issues  Communication  Hard issues  Strategic evaluation  Evaluation of the synergies  Post-deal integration planning  Due diligence process  Advisors  Price© Scott Moeller, 2012 40 Course organised in co-operation with Eureka Financial Ltd
  41. 41. Day 1 Mergers, Acquisitions & Divestitures Morning, Session 2 SPECIAL ISSUES, INCLUDING REGULATION AND RISK© Scott Moeller, 2012 41 Course organised in co-operation with Eureka Financial Ltd
  42. 42. SELLERS: PRIVATE TRANSACTIONS  Private sales of companies are usually the result of one or more of the following factors  An owner/manager of a private company wishing to cash out  A change in strategy by a parent company  As an alternative to a flotation (perhaps to realise higher value and/or to make a clean break)  The company has good prospects but requires new investment to realise them© Scott Moeller, 2012 42 Course organised in co-operation with Eureka Financial Ltd
  43. 43. SELLERS: PRIVATE TRANSACTIONS  Three major types of private auctions from the Seller’s viewpoint  Public/open auction (also known as an ‘open auction’)  Limited private auction (‘prioritised auction’)  Bilateral negotiation (‘negotiated sale’)© Scott Moeller, 2012 43 Course organised in co-operation with Eureka Financial Ltd
  44. 44. SELLERS: PRIVATE TRANSACTIONS  Public/Open Auction  Useful  For “trophy” assets  Where unlikely to be confidentiality issues  Advantages  Demonstrates to shareholders that best price achieved  Largest possible market of potential buyers  Disadvantages  Embarrassing if it fails  Puts off some buyers  Effect on staff morale, suppliers, customers  Risk of price effect since competitors will see information  Can sometimes lead to “loss of control” by seller© Scott Moeller, 2012 44 Course organised in co-operation with Eureka Financial Ltd
  45. 45. SELLERS: PRIVATE TRANSACTIONS  Limited Private Auction  Approach to limited number of parties  Useful where limited identifiable market of potential buyers  Advantages  Usually maintains good level of confidentiality  Less (public) embarrassment on failure  Disadvantages  Skill required to build up “feeding frenzy”  LPAs often become OPAs (One Party Auctions)!© Scott Moeller, 2012 45 Course organised in co-operation with Eureka Financial Ltd
  46. 46. SELLERS: PRIVATE TRANSACTIONS  Bilateral Discussions  Useful  For highly confidential issues, such as critical client lists, intellectual property, production method, etc  Where very few potential purchasers due to product, size, competition, etc  Advantages  Can be quicker than open/limited auction  Reduced effect on staff, customers, etc • Disadvantages  Exclusivity rarely in Seller’s interest© Scott Moeller, 2012 46 Course organised in co-operation with Eureka Financial Ltd
  47. 47. SELLERS: PRIVATE TRANSACTIONS  After decision to sell, there are four main stages of the process  Preparation (including Pricing)  Stage 1: The “Long List”  Stage 2: The “Short List”  Stage 3: The “Preferred Bidder”© Scott Moeller, 2012 47 Course organised in co-operation with Eureka Financial Ltd
  48. 48. STAGES OF A PRIVATE SELL-SIDE Stage 1 Stage 2 Stage 3 Universe Short List Preferred of Buyers of Buyers Bidder Buyers Confidentiality Data room, Exclusivity, What Agreement, Meet management, Due diligence they get Information Site visits Memorandum What Indicative Exchange / they want Final Offers© Scott Moeller, 2012 Offers Completion 48 Course organised in co-operation with Eureka Financial Ltd
  49. 49. SELLERS: PRIVATE TRANSACTIONS Preparation  Preparation of Confidential Information Memorandum  Purpose  Contents [shorter is better?]  Responsibility  “Health warning”/disclaimer© Scott Moeller, 2012 49 Course organised in co-operation with Eureka Financial Ltd
  50. 50. SELLERS: PRIVATE TRANSACTIONS Stage 1: The “Long List”  Preparation of universe of potential purchasers  Drawing up the list  Horizontal/vertical buyers  MBO team?  Other financial buyers  Previous approaches  Separation of long list into “Tiers” or the “A-List” and the “B-List”  Approval of client to list© Scott Moeller, 2012 50 Course organised in co-operation with Eureka Financial Ltd
  51. 51. SELLERS: PRIVATE TRANSACTIONS Stage 1: The “Long List”  Confidentiality agreements  Usual terms  Whose letterhead? (seller’s or buyer’s)  Dealing with larger purchasers  Distribution of information memorandum  Use recorded delivery  Identification numbers for info memo (control)  Contents of the package  Covering letter: purpose and terms© Scott Moeller, 2012 51 Course organised in co-operation with Eureka Financial Ltd
  52. 52. SELLERS: PRIVATE TRANSACTIONS Stage 2: The “Short List”  Selection of shortlist for second stage  Why have a shortlist?  Factors to get on the shortlist  Keeping the others warm  Distribution of further information  Either  Each buyer gets information specifically asked for?  Each buyer gets all information asked for in aggregate?© Scott Moeller, 2012 52 Course organised in co-operation with Eureka Financial Ltd
  53. 53. SELLERS: PRIVATE TRANSACTIONS Stage 2: The “Short List”  Establishment of document/data room  Where?  “Rules of engagement”  Co-ordination of visits by buyers  How many rooms?  Geography of the room(s)  Developing trend: the Virtual Data Room  Management meetings and “site” visits  “Meet the management”  Preparation of management?  Formal presentations or informal meetings?  Financial adviser monitors questions and answers  Site visits  Financial adviser accompanies buyers, tries to look interested© Scott Moeller, 2012 53 Course organised in co-operation with Eureka Financial Ltd
  54. 54. SELLERS: PRIVATE TRANSACTIONS Stage 2: The “Short List”  Receipt of final/second round offers  By fax?  By letter?  By e-mail?© Scott Moeller, 2012 54 Course organised in co-operation with Eureka Financial Ltd
  55. 55. SELLERS: PRIVATE TRANSACTIONS Stage 3: The “Preferred Bidder”  Selection of winner/ “preferred bidder”  Factors for selection  First telephone call  Notification to losers  Preferred bidder gets  Exclusivity (if requested)  Due diligence exercise (limited)  Negotiation of Sale & Purchase Agreement  Usual terms  Major negotiating points  Representations and warranties  Restrictive covenants  Escrow arrangements© Scott Moeller, 2012 55 Course organised in co-operation with Eureka Financial Ltd
  56. 56. SELLERS: PRIVATE TRANSACTIONS Stage 3: The “Preferred Bidder”  Execution of Contract  Satisfaction of conditions  Regulatory  Financing  Shareholder approval  Completion  Press announcement (if required or desired)  Letter from vendor to major customers of SaleCo (“purchaser’s comfort letter”)© Scott Moeller, 2012 56 Course organised in co-operation with Eureka Financial Ltd
  57. 57. SELLERS: PRIVATE TRANSACTIONS Pre-transaction: Preparation: •Appointment of advisers •Preparation of documents •Indicative sell-side valuation •Dealing with deal-busters Stage 2: Stage 1: •Selection of shortlist •Drawing up list of buyers •Data room,site visits,meetings •Distributing info memo Stage 3: Completion: •“Preferred” bidder selected •Vendor gets consideration •Negotiation/execution of S&P •Buyer gets SaleCo© Scott Moeller, 2012 57 Course organised in co-operation with Eureka Financial Ltd
  58. 58. SELLERS: PRIVATE TRANSACTIONS  Indicative timetable - Preparation and Pricing 4 - 6 weeks - Stage 1: The “Long List” 3 - 4 weeks - Stage 2: The “Short List” 3 - 4 weeks - Stage 3: The “Preferred Bidder” variable© Scott Moeller, 2012 58 Course organised in co-operation with Eureka Financial Ltd
  59. 59. Day 1 Mergers, Acquisitions & Divestitures Afternoon, Session 1 STRATEGY: DEAL TEAM, TARGET SCREENING AND DUE DILIGENCE© Scott Moeller, 2012 59 Course organised in co-operation with Eureka Financial Ltd
  60. 60. KEY SHARE OWNERSHIP THRESHOLD LEVELS(EXAMPLE FROM THE UK) Shares of Target Consequences 0.5%+ If target is in offer period, all dealings by a 1%+ shareholder to be disclosed 3%+ Acquirer must disclose level of shareholding to target 10% If target is a bank, FSA approval required for change of control 10%+1 10%+1 shareholder has ability to prevent compulsory acquisition of its stake 25%+1 25%+1 shareholder has ability to block special resolutions 30% Mandatory offer triggered 50%+1 Minimum level of acceptances for an offer to be successful under the Takeover Code 50%+1 50%+1 shareholder has ability to carry ordinary resolutions in a general meeting - effectively equals control 75%+1 75%+1 shareholder has ability to carry special resolutions in a general meeting 90% (dependent) Compulsory acquisition of minorities (otherwise known as a “squeeze-out”)© Scott Moeller, 2012 60 Course organised in co-operation with Eureka Financial Ltd
  61. 61. MANDATORY OFFER LEVELS Australia 20% Malaysia 33% Austria 30% Netherlands 30% China 30% New Zealand 20% Dubai (DIFC) 30% Nigeria 30% Finland 30% Norway 33.3% France 33% Portugal 33% Germany 30% Romania 33% Greece 33.3% Russia 30% Hong Kong 30% Singapore 30% India 25% Indonesia 50% South Africa 35% Ireland 30% Sweden 30% Italy 30% Switzerland 33.3% Japan 33.3% United Kingdom 30% Kuwait 30% USA none Source: Allen & Overy (10/12/2008)© Scott Moeller, 2012 61 Course organised in co-operation with Eureka Financial Ltd
  62. 62. TIMETABLE ISSUES (IN THE UK) The Bid Timetable Date Event Day before day of announcement Irrevocable undertakings (if any) obtained Day of announcement (“A”) 8.00 am: Offer announced (including all its terms and conditions) Up to 28 days after A (“D”) Offer document posted D + 21 First closing date D + 22 By 8.00am: If offer unsuccessful at the first closing date, Offeror announces the level of acceptances and that the offer is being extended for, normally, 14 days D + 39 (timetable extended on Latest date for release of new information by the target request of the Panel if merger control condition not satisfied by now) D + 42 First date for withdrawal of acceptances D + 46 Latest date for the posting of revised offers: if a revision is to be made, Offeror announces revision of its offer and extension to 1.00 pm on D + 60 and posts a new offer document© Scott Moeller, 2012 62 Course organised in co-operation with Eureka Financial Ltd
  63. 63. TIMETABLE ISSUES (IN THE UK) (CONTINUED) D + 60 1.00 pm: Last time for receipt of acceptances counting towards fulfilment of the acceptance condition By 5.00 pm: Offeror announces whether it has received sufficient acceptances to declare its offer unconditional as to acceptances. If not, offer lapses; if so, offer normally declared wholly unconditional or declared unconditional as to acceptances (e.g. if regulatory conditions still outstanding) D + 74 Latest date for the posting of consideration to those shareholders who accepted the offer on or before D + 60, assuming the offer becomes wholly unconditional on that day D + 81 Day by which conditions (other than the acceptance condition) must have been fulfilled or waived D + 95 Latest date for the posting of consideration to shareholders assuming the offer becomes wholly unconditional on D + 81 3 months after last day on which Normal cut-off for serving squeeze-out notices under Section 979 of offer can be accepted the Companies Act 2006 Date of squeeze-out notice + 6 Acquisition of relevant minority shareholdings weeks© Scott Moeller, 2012 63 Course organised in co-operation with Eureka Financial Ltd
  64. 64. COMPETITION LAW  Competition law covers (in particular): mergers, anticompetitive agreements (including cartels) and abuse of a dominant position Example: EU rules on level of dominance –  Presumption of anticompetitive at 40%  Indication at 25% market share (referral)© Scott Moeller, 2012 64 Course organised in co-operation with Eureka Financial Ltd
  65. 65. TAXABLE VS. NON-TAXABLE DEALS  The basic tax rule in mergers:  Exchanging stock = non-taxable transaction  Cash or Debt = taxable  In practice, it is more complicated  Specialised tax advisors usually required© Scott Moeller, 2012 65 Course organised in co-operation with Eureka Financial Ltd
  66. 66. Day 1 Mergers, Acquisitions & Divestitures Afternoon, Session 2 STRATEGY: CROSS BORDER / NEGOTIATION / POST-DEAL© Scott Moeller, 2012 66 Course organised in co-operation with Eureka Financial Ltd
  67. 67. Advisors and their Roles ‘The only source of knowledge is experience.’ Albert Einstein© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  68. 68. DIFFERENT ADVISORS IN A DEAL Investment Bank Legal Accounting General Human Funding Management Tax IT Specialist Others Resources Bank Consultants© Scott Moeller, 2012 68 Course organised in co-operation with Eureka Financial Ltd
  69. 69. A SERIAL ACQUIRER EXAMPLE: THE GE DEALTEAM IT / Systems Legal / Finance / Tax Intellectual Property Deal Team Leader HR • Strategy Compliance • Communications • Culture Operational Commercial • Risk • Sales & Marketing • Services & Processes • eCommerce • Quality • Sourcing© Scott Moeller, 2012 69 Course organised in co-operation with Eureka Financial Ltd
  70. 70. FINANCIAL ADVISOR(S)  Financial advisor role  Gives general financial advice  Drafts some, coordinates all documentation  Controls other advisors and the client/directors  Advises on target valuation and deal pricing  Manages overall strategic direction of the offer  Lend its good name to the transaction  There may be two financial advisors  Investment bank (advisory and possibly underwriting)  Lending bank (funding: short-, medium-, long-term)  Increasingly the financial advisor will play both roles, and also the stockbroker role  Financial advisor role differs depending on whether representing the bidder or target.© Scott Moeller, 2012 70 Course organised in co-operation with Eureka Financial Ltd
  71. 71. INVESTMENT BANKERS WITH BIDDERS  Finding acquisition opportunities, e.g. locating an acquisition target.  Evaluating the target from the bidder’s strategic and other perspectives; valuing the target; providing ‘fair value’ opinion.  Devising appropriate financing structure for the deal, covering offer price, method of payment and sources of finance.  Advising the client on negotiating tactics and strategies or, in some cases, negotiating deals.  Collecting information about potential rival bidders.  Profiling the target shareholders to ‘sell’ the bid effectively; helping the bidder with presentations and ‘road shows’.  Gathering feedback from the stock market about the attitudes of financial institutions to the bid and its terms.  Identifying potential ‘show stoppers’, such as antitrust investigation and helping prepare the bidder’s case in any regulatory investigations.  Helping prepare offer document, profit forecast, circulars to shareholders and press releases, and ensuring their accuracy© Scott Moeller, 2012 71 Course organised in co-operation with Eureka Financial Ltd
  72. 72. INVESTMENT BANKS WITH TARGETS  Valuing the target and its component businesses to negotiate a higher offer price; providing fair value opinion on the offer.  Helping the target and its accountants prepare profit forecasts.  Arranging buyers for any divestment or management buyout of target assets  Getting feedback concerning the offer and the likelihood of its being accepted  Negotiating with the bidder and its team.  If the bid is hostile or unsolicited:  Crafting effective bid resistance strategies  Finding white knights or white squires to block hostile bid.  Monitoring target share price to track potential bidders and provide early warning to target of a possible bid.© Scott Moeller, 2012 72 Course organised in co-operation with Eureka Financial Ltd
  73. 73. DEAL ADVISORY FEES ANNOUNCED TARGET FINANCIAL ANNOUNCED TARGET ACQUIRER TOTAL VALUE ADVISER FEE % (M) ($ IN MILLIONS) 27 Jan 2012 Solutia Eastman Chemical $4,501 $14.3 0.32% 18 Apr 2012 Catalyst Health Solutions SXC Health Solutions $4,167 $25.0 0.60% 30 Jan 2012 Thomas & Betts ABB $3,867 $21.5 0.56% 19 Mar 2012 AboveNet Zayo Group $2,147 $16.3 0.76% 7 Jan 2012 Inhibitex Bristol-Myers Squibb $2,065 $21.5 1.04% 12 Mar 2012 Zoll Medical Asahi Kasei $2,063 $8.4 0.41% 9 Feb 2012 Taleo Oracle $1,838 $20.0 1.09% 21 Feb 2012 CH Energy Fortis $1,443 $6.2 0.43% 30 Jan 2012 Pep Boys-Manny Moe & Jack Gores Group $1,009 $7.8 0.77% 26 Jan 2012 Micromet Amgen $902 $15.0 1.66% 13 Mar 2012 Great Wolf Resorts Apollo Global Management $744 $5.2 0.70% 10 Apr 2012 X-Rite Danaher $626 $8.9 1.42% 6 Feb 2012 SureWest Communications Consolidated Communications Holdings $521 $7.1 1.36% 5 Mar 2012 Archipelago Learning PLATO Learning $324 $5.5 1.70% 7 Mar 2012 Transcend Services Nuance Communications $302 $4.3 1.42% 17 Jan 2012 Convio Blackbaud $272 $5.0 1.84% 16 Apr 2012 Dreams eBay $167 $2.7 1.62% 3 Feb 2012 Swank Randa $81 1.3% 1.65% 19 Mar 2012 Adams Golf Adidas $72 $2.2 3.06% 27 Feb 2012 Access Plans Aon $70 $2.1 3.00%© Scott Moeller, 2012 announced between 1 January Acquisitions and divestitures and 30 April 2012 where fees have been disclosed Source: Bloomberg Course organised in co-operation with Eureka Financial Ltd
  74. 74. INVESTMENT BANK FEE LEVELS Relationship between Deal Size and Fee Level 3.50% 3.00% 2.50% Fee Percentage 2.00% 1.50% 1.00% 0.50% 0.00% 0 500 1000 1500 2000 2500 3000 3500 4000 4500 5000 Deal Value ($ millions) Acquisitions and divestitures announced between 1 January and 30 April 2012 where fees have been disclosed Source: Bloomberg© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  75. 75. LAWYERS  Draft legal agreements and documents  Draft ‘back end’ of offer and defence documents  Give tax advice (sometimes)  Handles competition concerns, if any, and other regulatory issues  Gives general corporate and regulatory advice  Verification and (legal) due diligence  May negotiate (or renegotiate) senior management and other employee contracts.© Scott Moeller, 2012 75 Course organised in co-operation with Eureka Financial Ltd
  76. 76. ACCOUNTANTS  Produce numbers as required  3 year track record for offer document (not required for offeree document)  Profit forecast (but note their role)  Give tax advice (when lawyers don’t)  Take on bulk of due diligence  Sometimes have specialist consultancy roles 76© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  77. 77. GENERAL MANAGEMENT CONSULTANT  Can advise at any point in the deal  For smaller acquisitions, may include some of the roles noted for investment bankers Example: Services provided by Accenture  Training:  M&A Strategy and Pre-Deal Workshop  Due Diligence Workshop  What to do:  Pre-deal Playbook  Clean Room Playbook (when providing information during due diligence)  Synergy Playbook  Divestitures Playbook  Merger Integration Playbook  Toolkits (specifics):  Merger Integration Toolkit 77© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  78. 78. PUBLIC RELATIONS ADVISOR  Helps with selling message  Corporate ‘logo’ / spin  Organises PR campaign  Press briefings  Presentations  Media events  But…don’t let them out alone 78© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  79. 79. IN-HOUSE M&A CORE COMPETENCY  Corporate Development group  Usually populated with transfers from other areas of the company  Can be a feeder to the divisions, especially related to deal integration  Staff who can perform well in an uncertain and chaotic environment often with extreme pressures on time and performance  Sees the deal through from start to post-merger integration, often including execution  Deal Process and Integration Playbook  Tools developed that are unique to the company  Metrics for all phases of the deal  Anticipates potential trouble areas  Incorporates learning from one deal to another  Links corporate strategy and SWOT analysis to the acquisition plans 79© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  80. 80. KEY ELEMENTS OF IN-HOUSE M&A Clear and compelling M&A Merger Integration Playbook Merger Integration Unit Strategy • Create/refine acquisition strategy • A set of diagnostic tools and • The Merger Integration Unit “Why buy?” repeatable processes that is should bring together people who tailored to the company’s can perform well in a chaotic, • Assess strategic needs and gaps acquisition needs uncertain merger environment relative to current business. • Includes customized integration • A Core Integration Management • Determine where and how methodologies, performance team will be responsible in acquisitions may close Corporate metrics, tools, and templates realising the synergies and is also and / or Business Unit gaps given a voice in synergy • Includes diagnostic to assess a estimation of new deals deal’s complexity and likely integration trouble spots to identify what must be integrated successfully Source: ‘The Role of M&A in Driving Convergence: Further Data Points’ (Accenture, March 2007)© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  81. 81. Strategy ‘In preparing for battle I have always found that plans are useless, but planning is indispensable.’ Dwight D. Eisenhower (1890–1969)© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  82. 82. STRATEGIES FOR REALISING VALUE  Categories of seller  Private individuals – family firms, entrepreneurs  Commercial – corporates of all sizes  Financial – PE house, venture capital  Rationale for selling  Financial exit  Diversification  Generate liquidity  Family retirement planning or dispute resolution  Inderperformance  Lack of strategic fit  Tax strategy  Opportunism 82© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  83. 83. DEVELOPING AN ACQUISITION STRATEGY  Define your acquisition objectives  Establish specific acquisition criteria  Focus on the company’s “wish list”: Is it the right target?  Is the market going to like the deal? Why?  What is the business vision that justifies it?  How much dilution in the buyer’s stock price will there be?  What will it take after the deal to make it work? 83© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  84. 84. DISPOSAL ERRORS  Process failures  Lack of planning  No grooming  Separation issues ignored  No sell-side due diligence  Unreasonable price and terms expectations  Wrong marketing approach  Commercial failures  Failure to identify a company that should be sold  Wrong strategy – flotation, joint venture, PE house 84© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  85. 85. TYPICAL LOSING PATTERN FOR MERGERS  Targets are screened on the basis of industry and company growth and profitability  Pressure is building to do a deal  Unrealistic synergies are included in DCF analysis  Negotiation concludes at a high premium  Post acquisition, the synergies are found to be unachievable  Company share price falls with negative external comment 85© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  86. 86. REASONS FOR MERGERS AND ACQUISITIONS  There are good and bad reasons for acquiring another company  At its core, the headline communications demonstrate:  Expansion  Synergistic gain  Financial factors, including investment (e.g., private equity returns)  But - unfortunately - other motives may also provide the impetus 86© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  87. 87. WHY DO A DEAL? Good Questionable: Bad: But still risky Russian Roulette ‘Betting the farm’ •Improve target company •‘Big is Better’: Roll-up •Hubris / Managerialism performance strategy •Management •Reduce competition •Pure diversification •Operating synergy •Reactive to industry changes •Financial synergy (‘me-too’ deals) •Hide internal problems •Prevent a competitor from •Remove excess capacity from doing the same deal the industry •Taxes •‘Shake things up’: Redefine •Accelerate market access for the industry the buyer or seller •Undervaluation / ‘Buying cheap’ •Get skills, technologies, IP •Opportunism: ‘Because it’s faster or at a lower cost than available now’ building. •Shareholder pressure (usually a major shareholder) •Pick winners early •Public relations benefits •Advisor recommendation (being sold a deal) Source: McKinsey (2010) / lecturer 87© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  88. 88. IDENTIFYING COMPANY STRATEGY  Acquirer must know its own existing core competences and therefore its gaps  …to be filled in through acquisitions  Desired competences must be kept in mind throughout the M&A process: planning, screening, due diligence and negotiation  Acquirer’s familiarity with the target and industry will assist in the communications with the target once negotiations have begun  Reducing uncertainty  Assisting in retaining key personnel 88© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  89. 89. STRATEGIC JUSTIFICATION: SIX QUESTIONS TO EVALUATE 1. Sound Strategic Assessment?  Value-creating potential of the acquisition  Transfer of skills must meet three conditions:  Similar enough to be meaningful  Activities lead to competitive advantage  Skills represent a significant source of competitive advantage  Possible mistakes: considering the target only and not the combined firm, static analysis and not the industry’s future 2. Shared View of Purpose?  Without a shared understanding of the strategic role of the acquisition, there will be no clarity for the integration  Possible destruction of value 3. Clear view of the sources of Benefits and Potential Problems?  Identify potential risks, and alternatives to mitigate those risks  Consider that proponents of the acquisition will downplay the risks in selling the idea to senior management 89© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  90. 90. STRATEGIC JUSTIFICATION: SIX QUESTIONS TO EVALUATE 4. Consideration of Organisational Conditions?  Synergy is more than cost control and technical integration  Key factor is who will manage the various departments in the new organisation 5. Plan for Implementation Timing?  Planning for the process, not just the end-point  Milestones need to be set 6. Maximum Price Set?  Must set walk-away price so that all the benefits will not be bid away in the heat of the process  Pricing is dynamic, and will change as market conditions and better information becomes available 90© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  91. 91. LINKING STRATEGY TO SELECTION: 10 GUIDELINES 1. Pay for the past, consider the present but buy the future • Evaluate the business on expected future performance after you buy it 2. Buy a good business and make it great • Buying a mediocre business at a low price is more expensive than buying a good business at a fair price 3. Ingredients are nothing without a recipe • Can you put the parts of the business together at a reasonable cost? 4. Fall in love with the cashflow not the product • Remain objective 5. Stick to your knitting • Do what you do best 91© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  92. 92. LINKING STRATEGY TO SELECTION: 10 GUIDELINES 6 Autopilot • Can the business run on its own so that you can concentrate on driving the profits? 7 What holds the gold? • Where are the hidden values? 8 Can we sell the deal? • You must be enthusiastic about the business and able to sell the idea to others 9 Identify and evaluate what is missing • Sometimes the smallest improvements yield remarkable results 10 Timing and cost • How long will it take to implement and how much will it cost? 92© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  93. 93. EVALUATE THE STRATEGY: TOOLS  Competitive position  Porter’s Five Forces analysis  Resource analysis  7M’s  Product/market strategy  Ansoff matrix  Long term strategic impacts  P.E.S.T.E.L. analysis  S.W.O.T. summary 93© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  94. 94. USING INDUSTRY STRUCTURE ANALYSIS: PORTER BARRIERS TO ENTRY Questions: Do barriers to entry exist? How large are the barriers? Are they sustainable? Potential Actions: Acquire to achieve scale in final product or critical component Lock up supply of critical industry input SUPPLIERS CUSTOMERS Questions: Questions: Is supplier industry Is the customer base concentrating? concentrating? Is supplier value/cost Is value added to added to end product high, COMPETITIVE customer end product changing? high, changing? ADVANTAGE Potential Actions: Potential Actions: Backward - integrate Create differentiated product Forward - integrate SUBSTITUTES Questions: Do substitutes exist? What is their price/ performance? Potential Action: Fund venture capital and joint venture to obtain key skills Acquire position in new segment 94© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  95. 95. THE 7 M’S MODEL  Analysing strategic resources  Materials  Machines Where is the competitive  Method advantage?  Manpower How to integrate?  Management How to retain?  Markets  Money  Relates as well to the due diligence 95© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd
  96. 96. ANSOFF DEVELOPMENT MATRIX Product Present New Market Market Product Present penetration development New Market Diversification development 96© Scott Moeller, 2012 Course organised in co-operation with Eureka Financial Ltd

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