This memorandum outlines post-takeover M&A recommendations for D&A following its acquisition by King Capital Partners. It highlights the importance of integrating M&A intelligence into the company's strategy to enhance its organizational capabilities and navigate market challenges. Key dos and don'ts are provided for each stage of the M&A deal cycle to improve outcomes and mitigate risks.

1. TO: The Board, D&A
CC: Scott Moeller, Director – Cass M&A Research Centre
FROM: Sailesh Patel, Cass M&A Consultant
SUBJECT: Post-Takeover M&A Recommendations
This memorandum provides actionable M&A recommendations for the Board of D&A, following the
company’s takeover by King Capital Partners. It is anticipated that these learnings will help enhance D&A’s
strategic and organisational capabilities by incorporating intelligence-based M&A deal activities.
M&A deal-cycles typically progress in three stages: pre-, during, and post-deal. Each requires the management
of strategic intelligence relating to due diligence, valuations, negotiations, and implementation. Based on our
recent experience, the following M&A Do’s and Don’ts are strongly advised:
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Deal Stage DO DON’T
 Define and test your strategic motivations and  Assume your strategy is set in stone,
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game plan outcomes in response to anticipated and or impossible to improve.
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alternative scenarios.  Ignore the market’s desire for
 Track and anticipate the strategic motivations and information, and the need to
alternatives for existing shareholders, competitors, maintain sustainable activity.
and other parties who may initiate a bid or  Disregard the benefits of growing
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influence the market. through non-M&A activity.
PRE-  Develop active M&A intelligence by evaluating  Underutilise your existing open
Identify comparable M&A deals in your industry. networks with other organisations.
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 Communicate effectively and appropriately with  Consider your business
shareholders, recognising their differing risk homogenous and uniformly
profiles and investment horizons. valuable in the eyes of others.
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 Conduct due-diligence on potential acquisitions,  Become overly involved with
and apply equivalent methodology to your own pricing, to the detriment of valuing
organisation, including JV’s and partnerships. and assessing potential M&A deals.
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 Identify potential areas of competition or market  Assume team communication will
cannibalisation. The value of synergies realised ‘just work’ - assign key roles and
may not outweigh the potential destroyed. identify information dependencies.
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 Manage time and resources effectively, by aligning  Change your game plan without re-
your M&A team around strategic objectives and evaluating the impact upon your
or
DURING
co-ordinated communication networks. goal outcomes.
Negotiate
 Ensure your team is fully aware of applicable  Assume interested parties are
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regulations, rights, and their consequences. considering the same potential
 Evaluate the value or loss of goodwill in an M&A outcomes as you.
transaction.
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 Deliver effective communication to internal and  Ignore the benefits of good legal
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external stakeholders and shareholders, and communications advice.
POST-
Integrate
recognise the consequences of unclear or  Underestimate the value of post-
unresolved external communications. deal M&A learnings.
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In conclusion, whilst the company’s foremost priorities should remain focussed upon delivering value to its
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owners, it must at all times recognise that this strategy will expose it to the interest of other parties whose
interests may not support the value-creating intentions of D&A’s shareholders or its stakeholders.
The significant risks of not integrating M&A intelligence into the company’s core capabilities and activities may
put it at risk of relinquishing strategic assets (including people and technology) to external parties, or worse still,
entering a promising M&A deal and hindering or eroding the desired value-creation potential of both parties.
It therefore remains paramount to recognise the benefits of M&A intelligence as a competitive resource which
can enable D&A to dynamically identify, project, and navigate itself through the ever-changing sea of the
business environment, and onwards to the horizon of success.
WORD COUNT: 562 DATE: Wed 13th July 2011