M&A Process
Mavengigs
Mavengigs is a global consulting firm providing consulting services for Mergers & Integrations (M&A) and Transformations. Through our network of independent resources and partners, we serve clients in USA and Europe. Mavengigs is a division of Panvisage Inc. (a holding company with interests in consulting, education, real estate and investments).
This content is a synopsis from multiple sources for easy reference for educational purposes only. We encourage everyone to become familiar with this content, and then reach out to us for project opportunities.
Mergers and Acquisitions (M&A) Process
M&A process is a complex series of steps required that needs to be carefully managed to integrate people, process and technology, supported by project management and change management.
M&A high level process includes M&A Strategy, Valuation, Buy Side Process, Sell Side Process, Due Diligence, Deal Closing, Integrations and Divestitures.
M&A Strategy
Company has to decide its M&A Strategy, in line with it’s overall growth strategy; done by Corporate Development (Corp Dev) leaders, in discussion with executive management and board of directors.
Valuation
Buyers do Financial Modeling of source, target and combined company to support their valuation and decide whether to proceed with the transaction.
Buy Side Process
Buyers have a buy-side process to identify targets based on M&A strategy, followed by due diligence, contract negotiation before signing agreements.
Sell Side Process
Sellers have to prepare for the sale (they prepare Teaser, Book, CIM – Confidential Information Memorandum) market to Buyers, select a Buyer, due Due Diligence, negotiate contracts before signing agreements.
Due Diligence
Due diligence involves funding out as much information as possible about the target including financial, legal, IT, HR, security, real estate, etc.). This is based on information shared by Seller with Buyer after signing appropriate NDAs.
Deal Closing
Deal closing requires completion of all steps required to close the deal and ensure a smooth transition to Day One.
Integrations
Post-deal merger Integration includes integrating systems, people, process and contracts; includes Day 1 and Day 100 plans. Focus on delivering the synergies, efficiencies and growth promised in business case. Supported by M&A PMO (IMO) and Change Management communications.
Divestiture
Post-deal divestiture (or de-merger) includes separating systems, people, process and contracts for the separated companies.
Synergy Tracking
Synergy tracking is based on cost savings or value targets identified in the deal thesis. Synergy tracking includes identification, estimation and tracking of potential synergies; includes cost optimization and stranded costs reduction.
Transformation
Transformation starts as post-deal integration or divestiture winds down, and the company looks at elevating their performance metrics beyond the deal thesis, and deliver greater value for the shareholders.
Why M&A? When?
M&A Startegy is part of the company’s overall corporate growth strategy. Companies are under pressure to deliver higher growth in revenues and earnings by pursuing an M&A driven growth strategy to further increase shareholder value for the investors.
Board of directors or executive management may identify opportunities anytime. If there is a change in market fundamentals driven by technology, globalization, regulation or other competitive forces, M&A may become a necessity. When market conditions are favorable, and necessary financing and a suitable target with the right strategic fit are both available, the opportunity meets the need.
Perceived opportunities could include any combination of the following drivers to create competitive advantage and shareholder value:
(a) Grow market share by providing access to new distribution channels, markets and products, or add new capabilities, including access to technology, or know-how, or access to talent to drive growth
(b) Operational synergies like consolidation due to overcapacity, or achieve competitive advantage through increased sale or scope to improve operations, cost savings and efficiency opportunities through technology, globalization, regulation and other market developments
(c) Boost revenue and margin growth through leveraging specific customer focused initiatives to create long term value including improved go-to-market (GTM) strategy and achieve higher revenue goals through specific value-creation pursuits including broaden product and service offerings, expand geographically, acquire R&D and other talent, attain better positioning in the value chain, enhance brand management, or improve customer experience.
(d) Transform the business by creating new ways of doing business to sustain or improve competitive positioning by creation of a distinctively new value proposition for customers, altering fundamentals of how money is made in the industry, creating resource advantages in serving the customer (like people, technology, facilities, channels, brands) or re-engineering of process to deliver value to customers (faster, better, lower cost).
Common mistakes in an M&A Transaction
High percentage of M&A transactions fail to realize their expected synergies, growth targets and internal rates of returns (IRR). There is a risk of overall drop in productivity in the near term, resulting in loss of focus on customers, channel partners, employee morale, and operational KPIs.
Common mistakes during a transaction include:
(a) Improper planning (need to keep focus on value creation and synergy targets), (b) Failure to move the discovery process along expeditiously (lose momentum, failure to uncover all synergy savings, efficiency, and top line enhancements opportunities), (c) Poor due diligence (validate assumptions, uncover potential issues, exposure to negative synergies), (d) Absence of information security (protect propriety information), (e) Paying substantially more than fair value (be prepared to walk away if value is not supported), (f) Inflated expectations and assumptions result in lack of discipline and perspective (don’t ignore any “red flags”), (g) Failure to create focus during the integration process and involve front-line operating personnel (develop integration plan before deal-closing, collaborate closely with operations), (h) Failure to deliver on expectations resulting in posts-acquisition issues (realize “quick wins” early, avoid “integration fatigue”, need strong PMO), (i) Forgetting that culture matters and failing to get the “people issues” right (win hearts and minds, embrace key resources, provide line of sight into future), (j) Lack of transparency during the integration process (need effective change management communications during integration).
Mergers & Acquisitions (M&A) Process
M&A Buy Side and Sell Side Activities
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