Enviar búsqueda
Cargar
Buy side M&A - A master class 2011
•
1 recomendación
•
67 vistas
Sean Rowbotham FCA MBA
Seguir
Buy side M&A
Leer menos
Leer más
Empresariales
Denunciar
Compartir
Denunciar
Compartir
1 de 29
Descargar ahora
Descargar para leer sin conexión
Recomendados
enterprenurship chapter 3
enterprenurship chapter 3
Atif Afzal
Entrepreneurship Chap 8
Entrepreneurship Chap 8
Umair Arain
Sell-side M&A - Smart Moves and Deal-Killers
Sell-side M&A - Smart Moves and Deal-Killers
Firmex
Market entry strategy
Market entry strategy
nitinslide001
Entrepreneurship Chap 7
Entrepreneurship Chap 7
Umair Arain
Uwec Cj265 20080211
Uwec Cj265 20080211
Arik Johnson
Entrepreneurship Chap 13
Entrepreneurship Chap 13
Umair Arain
Business management principes by Idea Buyer
Business management principes by Idea Buyer
Arthur Marshall
Recomendados
enterprenurship chapter 3
enterprenurship chapter 3
Atif Afzal
Entrepreneurship Chap 8
Entrepreneurship Chap 8
Umair Arain
Sell-side M&A - Smart Moves and Deal-Killers
Sell-side M&A - Smart Moves and Deal-Killers
Firmex
Market entry strategy
Market entry strategy
nitinslide001
Entrepreneurship Chap 7
Entrepreneurship Chap 7
Umair Arain
Uwec Cj265 20080211
Uwec Cj265 20080211
Arik Johnson
Entrepreneurship Chap 13
Entrepreneurship Chap 13
Umair Arain
Business management principes by Idea Buyer
Business management principes by Idea Buyer
Arthur Marshall
Entrepreneurship Chap 2
Entrepreneurship Chap 2
Pimsat University
Ces18e ch01 ge(2)
Ces18e ch01 ge(2)
Khairiyah Diah
Topic2 Str Analysis
Topic2 Str Analysis
guest8fdbdd
Topic5 Tailoring Strtgs
Topic5 Tailoring Strtgs
guest8fdbdd
Market entry strategy - presenter deck
Market entry strategy - presenter deck
Rodrigo Sepúlveda Schulz
Strategies for entry into new agribusiness
Strategies for entry into new agribusiness
Raj Shravanthi
Writing a compelling business plan
Writing a compelling business plan
Navigate Consulting Australia Pty Ltd
Venture Capital
Venture Capital
shashank gupta
M&A Developing a Corporate Acquisition Strategy
M&A Developing a Corporate Acquisition Strategy
Francisco Chavez Amezcua
Business growth by idea buyer
Business growth by idea buyer
Idea Buyer
Chapter 8
Chapter 8
Meenakshi Singh
Idea buyer - identifying startup ideas for business
Idea buyer - identifying startup ideas for business
Idea Buyer
2010-Firm Valuation Masterclass
2010-Firm Valuation Masterclass
Navigate Consulting Australia Pty Ltd
Chapter 3
Chapter 3
Prahlad Adhikari
Business model, market and exit strategies
Business model, market and exit strategies
Sam Nixon
Creativity and the Business Idea
Creativity and the Business Idea
gohar321
Chapter 5 conducting a feasibility analysis and crafting a winning business plan
Chapter 5 conducting a feasibility analysis and crafting a winning business plan
SAITO College Sdn Bhd
Strategic Marketing: Session 1: Market Driven Strategies
Strategic Marketing: Session 1: Market Driven Strategies
Anik Saha
Entrepreneurship Chap 10
Entrepreneurship Chap 10
Umair Arain
Imperatives for market driven strategy
Imperatives for market driven strategy
raju07a
Benefits, Program Summary
Benefits, Program Summary
frolovalevi
Strategic Management lecture # 10
Strategic Management lecture # 10
Hijratullah Tahir
Más contenido relacionado
La actualidad más candente
Entrepreneurship Chap 2
Entrepreneurship Chap 2
Pimsat University
Ces18e ch01 ge(2)
Ces18e ch01 ge(2)
Khairiyah Diah
Topic2 Str Analysis
Topic2 Str Analysis
guest8fdbdd
Topic5 Tailoring Strtgs
Topic5 Tailoring Strtgs
guest8fdbdd
Market entry strategy - presenter deck
Market entry strategy - presenter deck
Rodrigo Sepúlveda Schulz
Strategies for entry into new agribusiness
Strategies for entry into new agribusiness
Raj Shravanthi
Writing a compelling business plan
Writing a compelling business plan
Navigate Consulting Australia Pty Ltd
Venture Capital
Venture Capital
shashank gupta
M&A Developing a Corporate Acquisition Strategy
M&A Developing a Corporate Acquisition Strategy
Francisco Chavez Amezcua
Business growth by idea buyer
Business growth by idea buyer
Idea Buyer
Chapter 8
Chapter 8
Meenakshi Singh
Idea buyer - identifying startup ideas for business
Idea buyer - identifying startup ideas for business
Idea Buyer
2010-Firm Valuation Masterclass
2010-Firm Valuation Masterclass
Navigate Consulting Australia Pty Ltd
Chapter 3
Chapter 3
Prahlad Adhikari
Business model, market and exit strategies
Business model, market and exit strategies
Sam Nixon
Creativity and the Business Idea
Creativity and the Business Idea
gohar321
Chapter 5 conducting a feasibility analysis and crafting a winning business plan
Chapter 5 conducting a feasibility analysis and crafting a winning business plan
SAITO College Sdn Bhd
Strategic Marketing: Session 1: Market Driven Strategies
Strategic Marketing: Session 1: Market Driven Strategies
Anik Saha
Entrepreneurship Chap 10
Entrepreneurship Chap 10
Umair Arain
Imperatives for market driven strategy
Imperatives for market driven strategy
raju07a
La actualidad más candente
(20)
Entrepreneurship Chap 2
Entrepreneurship Chap 2
Ces18e ch01 ge(2)
Ces18e ch01 ge(2)
Topic2 Str Analysis
Topic2 Str Analysis
Topic5 Tailoring Strtgs
Topic5 Tailoring Strtgs
Market entry strategy - presenter deck
Market entry strategy - presenter deck
Strategies for entry into new agribusiness
Strategies for entry into new agribusiness
Writing a compelling business plan
Writing a compelling business plan
Venture Capital
Venture Capital
M&A Developing a Corporate Acquisition Strategy
M&A Developing a Corporate Acquisition Strategy
Business growth by idea buyer
Business growth by idea buyer
Chapter 8
Chapter 8
Idea buyer - identifying startup ideas for business
Idea buyer - identifying startup ideas for business
2010-Firm Valuation Masterclass
2010-Firm Valuation Masterclass
Chapter 3
Chapter 3
Business model, market and exit strategies
Business model, market and exit strategies
Creativity and the Business Idea
Creativity and the Business Idea
Chapter 5 conducting a feasibility analysis and crafting a winning business plan
Chapter 5 conducting a feasibility analysis and crafting a winning business plan
Strategic Marketing: Session 1: Market Driven Strategies
Strategic Marketing: Session 1: Market Driven Strategies
Entrepreneurship Chap 10
Entrepreneurship Chap 10
Imperatives for market driven strategy
Imperatives for market driven strategy
Similar a Buy side M&A - A master class 2011
Benefits, Program Summary
Benefits, Program Summary
frolovalevi
Strategic Management lecture # 10
Strategic Management lecture # 10
Hijratullah Tahir
Case study Walmart v1
Case study Walmart v1
mbartugs
Organizing an Acquisition
Organizing an Acquisition
Praveen Asokan
Mmi vii a company analysis
Mmi vii a company analysis
Aakansha Singhal
Mmi vii a company analysis
Mmi vii a company analysis
Shivam Taneja
Chapter 8 Strategic Management
Chapter 8 Strategic Management
InikeAprilia1
Strategic selling to key customers
Strategic selling to key customers
Dr Wilfred Monteiro
10 priorities for product managers for the 2020's
10 priorities for product managers for the 2020's
Cambridge Product Management Network
The Lumber Market, Inc. Pitch Deck 2015
The Lumber Market, Inc. Pitch Deck 2015
Kenneth Beresh
Entreprenure presentation.pptx
Entreprenure presentation.pptx
AyizaKhan1
What is strategy and why important
What is strategy and why important
MD SALMAN ANJUM
chapter 3. Designing a Competitive Business Model and Building a Solid Strate...
chapter 3. Designing a Competitive Business Model and Building a Solid Strate...
Abdur Rahman
Mergers and Acquisitions
Mergers and Acquisitions
Lyla Latif
Target Account Planning session
Target Account Planning session
Tony Shepherd
Specter Group
Specter Group
Spectergroup
The Marketing Plan, The Organizational Plan & The Financial Plan from Entrepr...
The Marketing Plan, The Organizational Plan & The Financial Plan from Entrepr...
Muhammad Putra
How to build a M&A strategy
How to build a M&A strategy
John Mecke
BRP Private Equity Brochure
BRP Private Equity Brochure
Tory Ramaker
IFTF Conference - How to Develop an Effective Business Plan
IFTF Conference - How to Develop an Effective Business Plan
KAGİDER Women Entrepreneurs Association of Turkey
Similar a Buy side M&A - A master class 2011
(20)
Benefits, Program Summary
Benefits, Program Summary
Strategic Management lecture # 10
Strategic Management lecture # 10
Case study Walmart v1
Case study Walmart v1
Organizing an Acquisition
Organizing an Acquisition
Mmi vii a company analysis
Mmi vii a company analysis
Mmi vii a company analysis
Mmi vii a company analysis
Chapter 8 Strategic Management
Chapter 8 Strategic Management
Strategic selling to key customers
Strategic selling to key customers
10 priorities for product managers for the 2020's
10 priorities for product managers for the 2020's
The Lumber Market, Inc. Pitch Deck 2015
The Lumber Market, Inc. Pitch Deck 2015
Entreprenure presentation.pptx
Entreprenure presentation.pptx
What is strategy and why important
What is strategy and why important
chapter 3. Designing a Competitive Business Model and Building a Solid Strate...
chapter 3. Designing a Competitive Business Model and Building a Solid Strate...
Mergers and Acquisitions
Mergers and Acquisitions
Target Account Planning session
Target Account Planning session
Specter Group
Specter Group
The Marketing Plan, The Organizational Plan & The Financial Plan from Entrepr...
The Marketing Plan, The Organizational Plan & The Financial Plan from Entrepr...
How to build a M&A strategy
How to build a M&A strategy
BRP Private Equity Brochure
BRP Private Equity Brochure
IFTF Conference - How to Develop an Effective Business Plan
IFTF Conference - How to Develop an Effective Business Plan
Más de Sean Rowbotham FCA MBA
FICs-in-Tax-Estate-Planning_JK_27-July-22.pdf
FICs-in-Tax-Estate-Planning_JK_27-July-22.pdf
Sean Rowbotham FCA MBA
How to-take-smart-notes book summary
How to-take-smart-notes book summary
Sean Rowbotham FCA MBA
Financing life cycle
Financing life cycle
Sean Rowbotham FCA MBA
A cheat sheet for understanding the different schools of economics june14
A cheat sheet for understanding the different schools of economics june14
Sean Rowbotham FCA MBA
B2b2c marketing 2010
B2b2c marketing 2010
Sean Rowbotham FCA MBA
Bio based vs bio degradeable basf 2008
Bio based vs bio degradeable basf 2008
Sean Rowbotham FCA MBA
Roh 2006 ar
Roh 2006 ar
Sean Rowbotham FCA MBA
Rohm & Haas 2007 Annual Report
Rohm & Haas 2007 Annual Report
Sean Rowbotham FCA MBA
DD checklist
DD checklist
Sean Rowbotham FCA MBA
Más de Sean Rowbotham FCA MBA
(9)
FICs-in-Tax-Estate-Planning_JK_27-July-22.pdf
FICs-in-Tax-Estate-Planning_JK_27-July-22.pdf
How to-take-smart-notes book summary
How to-take-smart-notes book summary
Financing life cycle
Financing life cycle
A cheat sheet for understanding the different schools of economics june14
A cheat sheet for understanding the different schools of economics june14
B2b2c marketing 2010
B2b2c marketing 2010
Bio based vs bio degradeable basf 2008
Bio based vs bio degradeable basf 2008
Roh 2006 ar
Roh 2006 ar
Rohm & Haas 2007 Annual Report
Rohm & Haas 2007 Annual Report
DD checklist
DD checklist
Último
Russian Call Girls In Gurgaon ❤️8448577510 ⊹Best Escorts Service In 24/7 Delh...
Russian Call Girls In Gurgaon ❤️8448577510 ⊹Best Escorts Service In 24/7 Delh...
lizamodels9
Uneak White's Personal Brand Exploration Presentation
Uneak White's Personal Brand Exploration Presentation
uneakwhite
It will be International Nurses' Day on 12 May
It will be International Nurses' Day on 12 May
NZSG
Value Proposition canvas- Customer needs and pains
Value Proposition canvas- Customer needs and pains
P&CO
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
amitlee9823
Falcon Invoice Discounting: Empowering Your Business Growth
Falcon Invoice Discounting: Empowering Your Business Growth
Falcon investment
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
Aggregage
Organizational Transformation Lead with Culture
Organizational Transformation Lead with Culture
Seta Wicaksana
JAYNAGAR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
JAYNAGAR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
kapoorjyoti4444
Call Now ☎️🔝 9332606886🔝 Call Girls ❤ Service In Bhilwara Female Escorts Serv...
Call Now ☎️🔝 9332606886🔝 Call Girls ❤ Service In Bhilwara Female Escorts Serv...
Anamikakaur10
Falcon's Invoice Discounting: Your Path to Prosperity
Falcon's Invoice Discounting: Your Path to Prosperity
hemanthkumar470700
Call Girls In Majnu Ka Tilla 959961~3876 Shot 2000 Night 8000
Call Girls In Majnu Ka Tilla 959961~3876 Shot 2000 Night 8000
dlhescort
Call Girls From Pari Chowk Greater Noida ❤️8448577510 ⊹Best Escorts Service I...
Call Girls From Pari Chowk Greater Noida ❤️8448577510 ⊹Best Escorts Service I...
lizamodels9
Call Girls Jp Nagar Just Call 👗 7737669865 👗 Top Class Call Girl Service Bang...
Call Girls Jp Nagar Just Call 👗 7737669865 👗 Top Class Call Girl Service Bang...
amitlee9823
Quick Doctor In Kuwait +2773`7758`557 Kuwait Doha Qatar Dubai Abu Dhabi Sharj...
Quick Doctor In Kuwait +2773`7758`557 Kuwait Doha Qatar Dubai Abu Dhabi Sharj...
daisycvs
Dr. Admir Softic_ presentation_Green Club_ENG.pdf
Dr. Admir Softic_ presentation_Green Club_ENG.pdf
Admir Softic
Call Girls Ludhiana Just Call 98765-12871 Top Class Call Girl Service Available
Call Girls Ludhiana Just Call 98765-12871 Top Class Call Girl Service Available
Seo
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
Abortion pills in Kuwait Cytotec pills in Kuwait
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
dlhescort
Phases of Negotiation .pptx
Phases of Negotiation .pptx
nandhinijagan9867
Último
(20)
Russian Call Girls In Gurgaon ❤️8448577510 ⊹Best Escorts Service In 24/7 Delh...
Russian Call Girls In Gurgaon ❤️8448577510 ⊹Best Escorts Service In 24/7 Delh...
Uneak White's Personal Brand Exploration Presentation
Uneak White's Personal Brand Exploration Presentation
It will be International Nurses' Day on 12 May
It will be International Nurses' Day on 12 May
Value Proposition canvas- Customer needs and pains
Value Proposition canvas- Customer needs and pains
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Falcon Invoice Discounting: Empowering Your Business Growth
Falcon Invoice Discounting: Empowering Your Business Growth
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
Organizational Transformation Lead with Culture
Organizational Transformation Lead with Culture
JAYNAGAR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
JAYNAGAR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
Call Now ☎️🔝 9332606886🔝 Call Girls ❤ Service In Bhilwara Female Escorts Serv...
Call Now ☎️🔝 9332606886🔝 Call Girls ❤ Service In Bhilwara Female Escorts Serv...
Falcon's Invoice Discounting: Your Path to Prosperity
Falcon's Invoice Discounting: Your Path to Prosperity
Call Girls In Majnu Ka Tilla 959961~3876 Shot 2000 Night 8000
Call Girls In Majnu Ka Tilla 959961~3876 Shot 2000 Night 8000
Call Girls From Pari Chowk Greater Noida ❤️8448577510 ⊹Best Escorts Service I...
Call Girls From Pari Chowk Greater Noida ❤️8448577510 ⊹Best Escorts Service I...
Call Girls Jp Nagar Just Call 👗 7737669865 👗 Top Class Call Girl Service Bang...
Call Girls Jp Nagar Just Call 👗 7737669865 👗 Top Class Call Girl Service Bang...
Quick Doctor In Kuwait +2773`7758`557 Kuwait Doha Qatar Dubai Abu Dhabi Sharj...
Quick Doctor In Kuwait +2773`7758`557 Kuwait Doha Qatar Dubai Abu Dhabi Sharj...
Dr. Admir Softic_ presentation_Green Club_ENG.pdf
Dr. Admir Softic_ presentation_Green Club_ENG.pdf
Call Girls Ludhiana Just Call 98765-12871 Top Class Call Girl Service Available
Call Girls Ludhiana Just Call 98765-12871 Top Class Call Girl Service Available
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Phases of Negotiation .pptx
Phases of Negotiation .pptx
Buy side M&A - A master class 2011
1.
1©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Firmex Webinar Series M&A Master Class October 20, 2011 1:00 p.m. to 2:00 p.m. Andrew J. Sherman, Esq. Jones Day 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 ajsherman@jonesday.com Buy-Side M&A: Qualifying Your Seller & Uncovering Hidden Value #firmexmc
2.
2©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc About Firmex Firmex is focused on providing the best virtual data room solution for managing corporate transactions and financial compliance Who uses Firmex? • Firmex community includes over 125,000 users worldwide • Conducted over 10,000 deals in the last 18 months Why offer an M&A Master Class? • As part of our value-added service, we believe it is important to offer educational resources to our expanding community Joel Lessem CEO Firmex
3.
3©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Andrew J. Sherman Mr. Sherman is a partner in the Washington, D.C. office of Jones Day with over 2,500 lawyers worldwide. He is the author of 23 books on business growth, capital formation and the leveraging of intellectual property, including Mergers & Acquisitions from A to Z and The AMA Handbook of Due Diligence. He has appeared as a guest and a commentator on all of the major television networks as well as CNBC’s “Power Lunch,” CNN’s “Day Watch,” CNNfn’s “For Entrepreneurs Only,” USA Network’s “First Business,” and Bloomberg’s “Small Business Weekly.” He has appeared on numerous regional and local television broadcasts as well as national and local radio interviews for National Public Radio (NPR), Business News Network (BNN), Bloomberg Radio, AP Radio Network, Voice of America, Talk America Radio Network and the USA Radio Network, as a resource on capital formation, entrepreneurship and technology development. He has served as a top-rated Adjunct Professor in the Masters of Business Administration (MBA) programs at the University of Maryland for 23 years and at Georgetown University for 15 years where he teaches courses on business growth strategy. He has served as General Counsel to the Young Entrepreneurs’ Organization (YEO) since 1987. In 2003, Fortune magazine named him one of the Top Ten Minds in Entrepreneurship and in February of 2006, Inc. magazine named him one of the all-time champions and supporters of entrepreneurship.
4.
4©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Trends Specific To Buyers For 2012 • Be selective – it is still a buyer’s market • Be strategic – acquire based on specific acquisition objectives • Be efficient (and competitive) – at some point, the $2.5 trillion will start flowing back into the markets • Be inquisitive – look for hidden strategic values
5.
5©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Trends Specific To Buyers For 2012 (Cont’d) • Be persistent – dig both deep and wide on due diligence concerns and gut instincts • Be prepared – revisit financial models, capital costs and investment thesis (test and re-test) • Be a visionary – think through integration challenges and post-closing hurdles
6.
6©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Buy vs. Build Analysis
7.
7©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Buy vs. Build Analysis At what point is it better to buy capabilities than it is to develop them organically? Factors to consider include: – Costs (tangible and intangible) – Speed to market – Quality/expertise – Degree of competition in market – Speed and difficulty/access to building a distribution channel – Market fragmentation – Regulation – Access to financing/cost of reports
8.
8©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Buy vs. Build Analysis (Cont'd) • Governance issues • Customer acquisition costs/timeframe/loyalty • Supplier acquisition costs/timeframe/loyalty • R&D capabilities/new product profile • Human capital • IP rights of competitors (as a blocking factor)
9.
9©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Overview of the Buyer’s Preparatory Process
10.
10©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Process – Overview Financing Documentation Due Diligence LOI Narrowing the Field Generating Deal Flow Establish Key Screening Criteria Develop Acquisition Plan Identify Strategic Growth Objectives Initial Post Closing Tasks & Challenges Longer Term Integration Drive Shareholder Value Negotiation Closing
11.
11©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Developing An Acquisition Plan
12.
12©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Acquisition Planning Is Critical To Avoid Post-Closing Failures • McKinsey & Co: 61% of recent M&A deals failed to earn cost of capital or better on funds invested • Booz Allen & Hamilton: 50% of merged companies’ Total Shareholder Return (TSR) under-performed relative to industry peers 2 years after deal close • Mercer Management Consulting: 48% of merged companies had a TSR that was lower than their industry average 3 years after deal consummation Question: If the Fortune 500 can’t get it right, what can we learn from their mistakes?
13.
13©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan • Mergers and acquisitions are used by entrepreneurs and middle-market companies when it is more efficient to acquire assets and resources from outside rather than expand internally (“cheaper to buy than to build” mentality). The process should begin with an Acquisition Plan, which identifies the specific objectives of the transaction and the criteria to be applied in analyzing a potential target company. • The Acquisition Plan will also be presented to various sources of acquisition financing to provide the capital needed. Although the reasons for considering growth by acquisition will vary from industry to industry and from company to company, the most common strategic advantages from the perspective of a buyer include:
14.
14©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) – You can achieve operating and financial synergies and economics of scale with respect to production and manufacturing, research and development, management or marketing, and distribution. – Your company may be able to develop the full potential of the target company’s proprietary products or services that are suffering from lack of capital to move projects forward. – The target company may stand to lose its management team due to the lack of career growth potential unless it is acquired by a business that offers higher salaries, increased employee benefits and greater opportunity for advancement. Conversely, you may have a surplus of strong managers who are likely to leave unless your company acquires other businesses that they can operate and develop. – You may want to stabilize your company’s earnings stream and mitigate its risk of business failure by diversifying your products and services and/or customer base through acquisition rather than internal development.
15.
15©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) – Your company may need to deploy excess cash into a tax- efficient project (because both distribution of dividends and stock redemptions are generally taxable events to its shareholders). – Your company may want to achieve certain production and distribution economies of scale through vertical integration, which would involve the acquisition of a key supplier or customer. – The target company’s management team may be ready for retirement or a key manager may have recently died (leaving the business with residual assets that can be utilized by your company). – You may wish to increase your market power by acquiring competitors, which may be a less costly alternative for growth than internal expansion.
16.
16©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) – You may be weak in certain key business areas, such as in the recruitment and retention of skilled technical workers or systems, research and development or marketing, and it may be more efficient to fill these gaps through an acquisition rather than to build these departments internally. – Your company may have superior products and services but lack the consumer loyalty or protected trademarks needed to gain recognition in the marketplace. The acquisition of an older, more established firm can be a more efficient method of developing goodwill. – Your company may want to penetrate new geographic markets and conclude that it is cheaper to acquire firms already doing business in those areas than to establish market diversification from scratch. – Your company may provide the technical expertise or capital the target company needs to grow to the next stage in its development.
17.
17©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) • In today's marketplace and with recent trends toward consolidation strategies, it is particularly important that the seller (especially when the buyer’s stock is a large component of the consideration) understand, accept, and respect the buyer's acquisition strategy and growth plans for the consolidated company. • The well-prepared acquisition plan can be a valuable negotiation tool in dealing with seller’s concerns with the value and continued growth of the buyer's stock.
18.
18©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) The Acquisition Plan will also identify: • The targeted size of the acquisition candidates. • The source of acquisition financing and amount available. • The method for finding candidates (e.g., internal search or use of intermediaries). • The desired financial returns and/or operating synergies to be achieved as a result of the acquisition. • The minimum and maximum ranges and rates of acceptable revenues, growth, earnings, and net worth of the seller.
19.
19©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) • The impact of the acquisition on existing shareholders of your company. • The likely competing bidders for qualified candidates. • The members of the acquisition team and each of their roles. • The nature and types of risks the buyer is willing to assume (versus those that are unacceptable). • The desired geographic location of the target company. • The desired demographics and buying habits of the seller's customers. • The plans to retain or replace the management team of the target company, even though this policy may vary by candidate; include a section addressing at least your preliminary plans.
20.
20©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Mantra: Develop an Acquisition Plan (Cont’d) • Your willingness to consider turnaround or troubled companies. Each buyer will have a different tolerance level; some want and prefer the cost savings of buying a fixer-upper company while others prefer the company to be pretty much intact. • Your tax and financial preferences for asset vs. stock transactions. • Your openness to full versus partial ownership of the seller's entity, or your willingness to consider a spin-off sale, such as purchase of the assets of an operating division or the stock of a subsidiary. • Your interest or willingness to launch an unfriendly takeover of a publicly held company or buy the debt from the largest creditor of a privately held company.
21.
21©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Applying the Criteria: How to Narrow the Field Once all of the pertinent issues listed above have been addressed in the Acquisition Plan, it should be relatively easy to define the selection criteria and screen the candidates. The more typical criteria include some of the following: – A history of stable financial and growth performance over different market cycles and under different conditions. – A market leader in its industry niche and in its geographic region.
22.
22©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Applying the Criteria: How to Narrow the Field (Cont’d) – A company with a recognized brand name and established market share. – Products not susceptible to obsolescence or rapid technological change. – A strong management team with research and development capability. – Stable and economically favorable relationships with customers, vendors, creditors, and debtors. – Room for growth or excess capacity in manufacturing or production. – A minimum and maximum range of revenue (i.e., from $15 to $25 million).
23.
23©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Applying the Criteria: How to Narrow the Field (Cont’d) – A range of cash flow or earnings before interest, taxes, depreciation and amortization (EBITDA). – A defined range for purchase price. – A range for purchase price consideration addressing a preferred ratio of stock, cash and earn-out. – Geographical location. – An existing management team that agrees to remain in place for up to ____ years.
24.
24©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc The Buyer’s Reality • Naturally, unless it's your birthday, you're not likely to find all of these qualifications in every candidate; if you do, there will likely be multiple bidders. Market conditions may affect the degree of compromise that you may need to accept. Rather, the buyer must be ready to mix and match--accept compromise in some areas. But be careful not to overlook too many warts, lest you end up with a deal that you will regret later. • Again, the goal is to compare the acquisition objectives to the strengths and weaknesses of each seller. The acquisition team must have a clear idea as to how each targeted company will complement the buyer's strengths and/or mitigate its weaknesses. • The qualitative and quantitative screening criteria will help the buying team ensure that the right candidates are selected. They are intended to filter out the wrong deals and mitigate the chances of post-closing regrets and problems.
25.
25©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Technology Sector Fit With Sarbanes Oxley Compliance / Enterprise Governance Business Process Adjacency Business Buyer Fit Category 1 Implement Sarbanes Oxley; provide audit workflow and accelerated process; manage information workflow and reporting to audit committee and executive staff High High Category 2 Reporting processes and analysis as required by Sarbanes Oxley "What if" and forecasting compliance risk scenarios: Sarbanes Oxley, Basel II High High Category 3 Data integration and analysis in support of Sarbanes Oxley/Basel II Medium Medium Category 4 Address the documentation and process management of compliance Manage critical documents through a controlled life cycle, including content authoring, review, editing, approval, and distribution High Medium Category 5 Ensure key controls and security parameters are in place and are monitored effectively Provide the foundation for financial compliance Medium Medium Category 6 Ensure that human resources are deployed, monitored, and managed effectively Manage and implement human resource policies consistent with governance program Low Low … Ensure that systems are secure and can be audited Manage access rights and secures the use of electronic communications Low Low … Ensure reliability of data coming from multiple platforms that must be correlated to support compliance processes Low Low … Protect information from IT faults, power outages, or other disasters Act as the platform for the retention of electronic records and digital information Low Low Most Strategic Fit Competitors Less Likely Buyers Buyer Rationale Determination (SAMPLE)
26.
26©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Buyer Rationale Determination (SAMPLE) Top Category 1 • Expand business process infrastructure to address specific, higher valued added, business processes (e.g., Governance) • Offer Governance and Compliance solutions to installed base, increasing value and utility of BPM solutions • Increase ASP through solutions focus Top Category 3 • Tightly integrate ERP transaction management and accounting with audit, compliance, and SarbOx compliance processes • Accelerate market adoption through installed base Top Category 2 • Integrate data capture, reporting, and policy enforcement objectives with the high perceived value of financial governance and audit reporting • Leverage data analysis and data integrity positioning to specific process of financial and risk compliance Top Category 4 • Leverage portal, document management, and workflow capabilities into a high value-added compliance and risk management practice; • Tools and applications similar to BPM and thus benefit from the same points of leverage • Gain credibility and market positioning allowing greater access to the large and growing compliance market
27.
27©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Strategic Buyer Market Cash Market Cash LTM Fit Acquisitiveness Capitalization Available Capitalization and STI Acquisitions Acquirer Total Score 60% 20% 10% 10% ($ millions) ($ millions) (Count) Tier 1 Acquirers VeriSign Inc. 5.0 5.0 5.0 5.0 5.0 4,663.5$ 683.5$ 11 Symantec Corp. 5.0 5.0 5.0 5.0 5.0 18,013.1 4,099.4 4 Digital River Inc. 4.8 5.0 4.0 5.0 5.0 1,935.7 537.2 3 eBay Inc. 4.2 4.0 4.0 5.0 5.0 37,847.6 3,354.5 3 First Data Corp. 4.2 4.0 4.0 5.0 5.0 31,685.4 1,705.1 3 Google Inc. 3.8 3.0 5.0 5.0 5.0 114,835.3 9,821.6 6 Transaction Systems Architects Inc. 3.5 4.0 2.0 5.0 2.0 1,290.3 176.1 1 GSI Commerce Inc. 3.3 4.0 2.0 3.0 2.0 536.7 128.6 1 Yahoo! Inc. 3.2 2.0 5.0 5.0 5.0 39,916.0 2,688.6 9 Microsoft Corp. 3.2 2.0 5.0 5.0 5.0 262,819.4 31,096.0 17 Amazon.com Inc. 3.2 3.0 2.0 5.0 5.0 11,784.9 1,419.0 1 Intuit Inc. 3.2 3.0 2.0 5.0 5.0 10,626.7 1,282.2 1 CyberSource Corp. 3.2 4.0 2.0 3.0 1.0 387.4 50.6 1 Fair Isaac Corp. 3.1 3.0 2.0 5.0 4.0 2,137.2 316.1 1 Lightbridge Inc. 3.0 4.0 1.0 2.0 2.0 289.4 98.2 0 Heartland Payment Systems Inc. 2.6 2.0 4.0 5.0 1.0 1,006.7 23.4 3 Optimal Group Inc. 2.4 3.0 1.0 2.0 2.0 330.2 187.2 0 Art Technology Group Inc. 2.3 3.0 1.0 2.0 1.0 308.6 37.4 0 IAC/InterActiveCorp 2.2 1.0 3.0 5.0 5.0 8,387.9 2,152.2 2 Global Payments Inc. 2.2 2.0 1.0 5.0 3.0 3,177.1 218.5 0 Rainmaker Systems Inc. 2.2 3.0 1.0 1.0 1.0 79.8 15.0 0 Bottomline Technologies Inc. 2.0 2.0 2.0 2.0 2.0 203.6 77.3 1 Morgan Stanley 2.0 0.0 5.0 5.0 5.0 72,035.6 836,446.0 5 Mastercard Incorporated 1.8 1.0 1.0 5.0 5.0 7,323.4 2,081.3 0 American Express Co. 1.8 1.0 1.0 5.0 5.0 64,751.9 6,798.0 0 Citigroup Inc. 1.4 0.0 2.0 5.0 5.0 239,731.9 622,459.0 1 Target Evaluation (SAMPLE)
28.
28©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Questions & Answers
29.
29©COPYRIGHT 2011. ANDREW
J. SHERMAN. ALL RIGHTS RESERVED #firmexmc Thank You Next M&A Master Class is Nov 17th, 1pm Eastern Art or Science? Due Diligence Best Practices & Pitfalls LOIs and NDAs signed. Now art meets science with the legal, financial and strategic review of the business. How do you test the value proposition and identify potential risks? Select the best tools to streamline the process? And prepare for regulatory and legal compliance issues arising from legislation like FCPA? Learn what it takes to avoid pitfalls that plague even the most experienced due diligence experts. www.Firmex.com/company/events Today’s Recorded Webinar, Slides, and Complementary Checklists will be made available in a follow-up email shortly.
Descargar ahora