MERGERS & ACQUISITIONS

Conducting M&A is often a difficult and complicated process.  Finding the perfect company to take your operation to the next level is a detailed task that requires a strong understanding of finance, management, and the industry.  Let our Professional Advisors help you identify that perfect fit and guide you to a successful partnership, whether that be through a merger or acquisition.

Mergers

Mergers occur when two companies, typically of similar size, agree to combine their companies into one newly-formed entity. When advising on a merger, a number of key steps are undertaken:
  • Research on the industry and the potential merging companies.

  • Operational and risk assessment of the merger.

  • Quantify realistic synergies and cost savings between the companies to ensure the merger makes sense.

  • Conducting proper due diligence.

  • Valuation of the two entities so that current shareholders receive proper values for their shares.

  • Obtaining shareholder (and in some cases regulatory) approvals.

  • Development of the communication, change management and implementation plans.

Acquisitions

In a typical year, there are more than 2,000 M & A transactions closed in the U.S. each year. Over time, performance has improved. In 1995, approximately 50% of M & A transactions resulted in the surviving company meeting or outperforming the industry sector index. By 2005, this figure increased to 70%.

The most common reasons for underperformance are:

  • Loss of Key Staff: While rationalizing operations and reducing costs (which often includes reducing staff) may be a goal, sometimes key staff can feel that they are no longer part of the long-term plans of the organization, or are simply poached by competing companies. A retention plan is essential for companies to ensure they have the right staff for the future.

  • Underperformance: Acquiring another company can often cause discomfort with employees, uneasiness with customers, and can result in staff losing focus on their core businesses. A strong change management plan can ensure staff will keep focused on their growth strategies.

  • Synergies Not Realized: Overly-aggressive estimates of cost savings and unrealistic growth plans can result in unrealistic expectations, especially in the early years post-acquisition.

Let our team help you mitigate these risks and ensure the outcome of your acquisition strategy reaches its maximum potential.

Divestitures

There are times when a company needs to focus on their core activities and a divestiture is recommended. This could be as simple as selling a product line, or as large as divesting of a division, foreign operation, or company. Divestitures are critical for a company to maintain its operational efficiency and enhance profitability.
 

To realize the highest value for a unit being sold, a number of steps need to be undertaken:

 

  • Complete review of company or division operations.

  • Review of company or division stand-alone financials.

  • Corporate clean-up and/or restructuring.

  • Putting together due diligence package.

  • Confidentially seeking potential acquirers.

  • Negotiating terms of the sale including price, company or asset parameters, closing date, personnel issues, communication, indemnification, etc.

  • Legal closing.

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