Dealmakers must understand the critical role of strategy in M&A transactions. Designing the optimum deal structure can ultimately influence its success. M&As may have different objectives, such as capturing a bigger market share or gaining an edge over the competition.
Expansion and growth can also be the end goals for entering into the deal. To ensure success, you’ll put together a detailed structure and approach that acts as a roadmap.
This deal structure will guide dealmakers through the negotiation and execution process, culminating in successful integration.
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Understanding What is an M&A Strategy
An M&A strategy is the agreement and framework both parties to the deal agree upon beforehand. These frameworks include the entire scope of terms, conditions, and other contingencies for the deal.
They also clearly define the objectives behind the deal to ensure that both parties achieve their goals. Most importantly, both–the buyer and seller–should benefit from the transaction with adequate value creation.
The deal structure takes into account the changing dynamics of the industry’s ecosystem to prepare a game plan. This plan is crucial for managing any unexpected risks and contingencies.
A well-designed approach also ensures smooth transitioning for effective integration. It also sets up relevant benchmarks that help measure and evaluate the transaction’s success.
Why Structure is Crucial for Strategy in M&A
Any strategy is never ironclad and specific to a particular industry, geographical location, or culture. An effective M&A strategy is always dynamic, versatile, and customized to achieve the dealmakers’ objectives. An optimum framework adapts to specific conditions to overtake the competition.
It also includes the right structure to grab available opportunities and help the legacy company scale quickly. Other targeted outcomes include maximizing operational efficiency and diversifying into new markets and product lines. Lowering costs and eliminating duplicated tasks are also part of the plan.
The right deal structure can guide dealmakers when they negotiate and make decisions about the company’s future. It also helps them transform their decisions into practical action while ensuring that the two companies integrate seamlessly.
M&A strategies also include failsafe measures, such as anticipating possible risks and devising strategies to overcome them. This roadmap is crucial to avoiding disagreements and conflicts between deal participants.
Another hazard that can be avoided is missing out on opportunities because of unclear expectations. A well-structured deal ultimately lays the cornerstone for a mutually beneficial collaboration that quickly adapts to the changing industry landscape.
Raising Funding for the Deal
Structuring the deal also becomes imperative if the acquirer must raise funding from third parties to execute the deal. In that case, they may have to reach out to potential investors and pitch the acquisition to get their support.
Keep in mind that storytelling is everything in fundraising. In this regard, for a winning pitch deck to help you here, take a look at the template created by Silicon Valley legend Peter Thiel (see it here), which I recently covered. Thiel was the first angel investor in Facebook with a $500K check that turned into more than $1 billion in cash.
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Aligning Strategy in M&A with Dynamic Industry Trends
Industries and business sectors are never stagnant but consistently adapt and change to provide a better product portfolio to customers. Several conditions can bring about changes, such as political and regulatory updates, innovative technology, and macroeconomic conditions.
Of course, the competition heating up and customers’ altering buying behavior are major concerns. To stay on top of dynamic industry trends, dealmakers must create an M&A strategy that accounts for the dynamism. They can do this by conducting extensive research and analysis.
Your analysis will center around the future risks and opportunities that may arise as trends change. For instance, disruptive technology and policies a new government may introduce post-election.
The M&A strategy you devise should prepare the surviving company to capitalize on these opportunities. It should also minimize potential risks and ensure that the upcoming collaboration aligns with its projected strategic objectives.
Core Components in an Effective M&A Strategy
Relying on the expertise of a professional M&A advisor is always a smart move. They will help you structure the M&A deal to include all the crucial components for a successful partnership. Here are some of the core components to include in the M&A strategy:
Achieving a Strategic Fit
When determining the optimum strategy in M&A, achieving a strategic fit should be foremost on your list of priorities. Dealmakers must understand the strategic goals each participant hopes to achieve from the collaboration and how to make them happen.
These objectives can be short-term or long-term and should ensure optimum synergies and value creation. For instance, adding new products to the legacy company’s portfolio and expanding markets to cross-country or cross-border locations.
A great strategic fit should also involve growing the customer base, lowering customer acquisition costs, and enhancing technological capabilities. Any benefits resulting from gaining a competitive edge and contributing to the company’s rapid growth indicate a strategic fit.
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Analyzing Financial Aspects
Working out the financial aspects of the collaboration is crucial to its success. Both participants must assess the financial implications of the acquisition, starting with accurately valuing the company. Next, they must work out ways to raise funding to complete the deal and estimate the returns.
Before entering into the deal, the acquirer must analyze the target company’s financials and obtain the relevant data. For instance, cash reserves, cash flow statements, profits and revenues, debt, accounts receivables, and accounts payable.
Once the analysis is complete, you’ll determine how to achieve financial synergies by lowering costs, improving pricing, and increasing sales.
Conducting Meticulous Due Diligence
Due diligence plays a critical role in strategy in M&A, and both–the buyer and seller–must conduct it before the transaction proceeds. This aspect is crucial for identifying any issues and discrepancies in the two companies’ operations.
Due diligence is expensive and requires extensive time and resources. However, it is advisable to make this investment because it ensures that the transaction proceeds smoothly. Both parties in the deal investigate legal, financial, operational, and HR aspects.
If the companies own IP and other IA, securing their ownership and usage titles is crucial. Due diligence helps uncover any potential risks and liabilities that can derail the M&A deal. Or result in issues later that hamper successful integration.
The results of due diligence can impact the target company’s valuation, positively or negatively, so it is essential to complete it beforehand.
Structuring the M&A Transaction
M&A advisors on both sides of the table must devise an optimum deal structure that makes sense to both parties. This aspect concerns how the target company’s value is paid out. It can take the form of a stock purchase, asset acquisition, or merger.
In the case of an asset acquisition, the seller can choose to liquidate only some of the company’s assets. In that case, they may also transfer the liability associated with the assets. Of course, this deal only applies to transferable assets and not to non-transferable assets.
In the case of a stock purchase, the buyer purchases some or all of the seller’s stock. As a result, the buyer also acquires the company’s assets and liabilities, including tangible and intangible assets. For instance, IP, patents, trademarks, logos, taglines, and more.
A third option is a merger in which a new company is established that combines assets and liabilities. The participating companies cease to exist entirely. Working out the optimum deal structure is crucial because the transaction will have tax implications for both parties.
Your M&A advisors will help you design the right structure in M&A to minimize payable taxes. You will also need their assistance to comply with all the relevant laws, regulations, and industry-relevant rules. For instance, anti-trust and securities laws.
Obtaining approvals and clearances from the relevant federal, state, and local regulatory authorities is an important part of the process.
Working on the Cultural Fit
Ensuring a cultural fit is the first step in effective integration. Regardless of whether the participating companies operate within the same vertical or offer similar products and services, culture is an entirely different aspect.
You’ll work on the presumption that employees will have distinct ways of working and interacting. Understand that the workforce is the most dynamic resource that can ensure the merger’s success. This is why your strategy in M&A should have a practical approach to aligning the culture.
Have an experienced HR team in place to answer questions and evaluate resumes, positions, and salary structures. Eliminating duplicated roles and streamlining the workforce are essential to an M&A deal. It’s usually part of the process of achieving cost synergies and cost efficiency.
At the end of the day, you may have to institute a new company culture. An updated vision and mission statement may be needed to guide the surviving company’s workforce in the direction it will take moving forward.
The value of top-notch skill sets cannot be stressed enough, and you should know how to project this valuable asset. Whether you’re creating a pitch deck to impress investors for funding or potential acquirers for a strategic sale, know how to position the team slide. Check out this video where I have explained how to do that.
Executing the Final Integration
The final integration is the most critical aspect of strategy in M&A since most deals fall through at this stage. When structuring the integration process, dealmakers must work out the expected timeline for execution.
They must also determine the personnel responsible for each stage and communication guidelines. Relaying instructions on schedule and delivering all the pertinent information to the workforce is absolutely critical. Transparency and open and clear communication lines are key to success.
For that to happen, you must have a well-designed structure in place and proceed accordingly. In addition to keeping the workforce in the loop, you’ll also communicate with other stakeholders, such as investors and customers.
Don’t overlook shareholders, vendors, and any other entities crucial for the surviving company to continue operations efficiently. Reassuring them is important and this is why many sellers stay on as consultants until the integration is complete. And the legacy company is back on track.
If a temporary consultancy is part of the deal, you’ll include a fair and equitable compensation package. If the acquired company will continue to operate as an independent subsidiary, include the terms and conditions.
Final Execution of the M&A Transaction
Now that due diligence is complete and the integration plan has been instituted, you are ready for the final M&A execution. You’ll now continue per the integration plan to coordinate efforts with the many stakeholders to continue operations.
You’ll integrate the incoming technology and assets and leverage them to ramp up production. You’ll also use PR and media to announce the successful merger and reach out to more customers. This will raise your market share and enhance sales.
You’ll also contact supply chains to connect with vendors and consolidate sources for consistent inventory deliveries. Your focus at this time is on achieving cost efficiency, targeted synergies, and other strategic value from the deal.
Any other approaches necessary to stabilize the company for future growth and profitability should be the strategy in M&A.
Evaluating M&A Success and Making Adjustments
Even as you’re working out the deal structure, don’t forget to include a final assessment once the merger is complete. You must institute a process for evaluating the company’s strengths and weaknesses as it moves forward. Keep a close watch on the key performance indicators (KPI).
Gather, analyze, and leverage accurate data to zero in on the aspects where the company is falling behind. You’ll work with your advisors to shore up the deficits and implement the essential changes. Aside from numbers, also rely on valuable feedback from customers and other stakeholders.
Don’t overlook assessing how the company’s culture and workforce are performing. You’ll also conduct in-house anonymous surveys and interviews to determine whether the teams have adapted well to the new culture and mission statement.
Use the responses to make the necessary tweaks in the company’s structure for better employee satisfaction. That’s how you’ll ensure minimum attrition and loss of core talent crucial for the company’s success. If needed, also institute team building exercises and training programs.
Improve product performance and customer service to enhance profits and returns for your shareholders and investors ultimately.
Strategy in M&A is Vital for Success
M&A transactions are complex and require careful planning and execution. You can’t afford to overlook any of the different aspects since every one of them is crucial for the deal’s success. Make sure to include each of the above components when structuring the deal.
The best way to do that is to retain the services of an expert M&A advisor. Rely on the professionals to design the optimum process for the perfect path forward.
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