EDITIONS
CONTENTS
FAVOURITES
PROFILE
6 / 18
February 2012

Recent research on mergers and acquisitions (M&A) activity by the global management consulting firm McKinsey, shows that companies who make acquisitions on average perform better than companies relying on organic growth. They also have a higher probability of positive excess returns. And while finance is still difficult to come by, the ability to move quickly is key to snapping up a bargain.

The good news that an acquisition can be good for a company’s health is also backed up by a survey of more than 3,200 deals involving a UK target between 1997 and 2010 by Cass Business School for the Department for Business, Innovation and Skills. According to the report, acquiring companies are generally found to have outgrown their peers in terms of both employment and revenue in the three years following acquisition.

While recent M&A activity suggests there’s some way to go before we return to the kind of buying frenzy seen prior to the credit crunch, Peter Terry, Corporate Finance Partner at Mazars, stresses that it is vital to remain well connected to make the most of current opportunities. “Companies on the lookout for an acquisition should also be watching the insolvency guys and the problem departments of the banks. When you’re looking to acquire opportunities at a keen price, these are the places to watch,” says Terry.

But timing can be crucial. Terry gives an example – typical in these difficult times – of a distressed business prompted by a bank to appoint administrators, leaving potential buyers no more than two weeks to complete a transaction. “Banks are now looking to protect their value, which may mean they have to act very quickly. So it’s vital to have your feelers out all over your chosen market and place yourself in a position to move quickly.”

It’s also important to consider the big picture. While much of the negotiation will hinge around profit generation, cash flow and other financial synergies, Terry doesn’t believe these are the key aspects that drive a deal. He calls these the “acquisition drivers”.

Acquisition drivers should always dovetail with a company’s own growth strategy and vision. Terry gives the example of a recent deal involving the sale of Document Express to an international managed print services provider wanting to grow its business within the UK. “The buyer wanted to expand its customer base into the North West where Document Express had a strong presence. In this instance, geography was the key driver for the buyer.” 

Geographical expansion is one factor underpinning a relatively healthy flow of deals in the pipeline, particularly in the oil and gas services sectors. Although securing finance for acquisition purposes remains tough. With many banks still reticent to lend, Terry says development capital and growth funds offer another option for businesses looking to finance expansion plans. “These types of funds are relatively new to the market and specifically aimed at companies looking to grow and develop.”

Unlike traditional venture capital funds, these new style funds often have UK government or European backing and can be regionally based. An example is the North West Fund, which provides finance from £100,000 to £2m to trading businesses seeking finance to support their expansion plans in the region. In return for an equity share in the business, the fund offers a range of financial structures including a mixture of equity and loan options. The Business Growth Fund (BGF) is pitched at a level above this – £2m to £10m of investment.

While this doesn’t mean that raising finance is going to get any easier instantly, Terry believes any increase in the number of options available can only help reduce the current financial barriers that are holding some companies back unnecessarily.

  • How to spot a bargain

    The application of expert knowledge

    Is the target operating in a sector which itself is growing? This allows the opportunity for improved sales volume and profits. The target must have its unique selling point (USP) and deliver a great service or product.

  • Benign exit conditions

    Important at a personal level. Can you do business with the vendor? Is the sale for the ‘right’ reasons – say, retirement or recognition that a new owner is necessary to take business to next stage?

  • Leveraging favourable opinions

    Does the business enjoy a good reputation within its own community of customers, suppliers and staff? Looking further afield, what does the marketplace think of the company? Ideally, a target should present a buyer with a situation where unrealised potential is identified which the present owner cannot deliver but the buyer can. This should fix prices at a multiple of the current level of profitability and provide scope for significant increase in value going forward.

    Source: Mazars

In Depth

Hidden complexities in M&A

Recent trends in mergers and acquisitions (M&A) signify a move towards strategic growth as a key driver, rather than as a cost cutting and survival strategy. But hidden complexities and raised awareness of sustainability issues internationally are taking their toll.

While key concerns remain on the impact of the eurozone debt crisis on trends going forward, companies involved in cross-border M&A activity need to remain alert to hidden layers of complexity, according to Andrew Millington, Partner Corporate Finance at Mazars.

“Cultural differences, varied approaches towards governance, the power of employees, job security, regulatory environments, customer expectations, and country specific cultures all represent additional layers of complexity that executives engaged in cross-border M&A need to manage,” explains Millington.

Political and regulatory issues, including antitrust considerations and employment laws, often have a pivotal impact on the effectiveness of cross-border mergers. Although in some cases this may in fact accelerate cross-border consolidation, as companies with few options at home are forced to seek scale abroad, explains Millington.

Regulatory review periods and constraints imposed on some cross-border deals can also create difficulties. For Asian and US companies that are used to operating in environments with relatively little employment regulation, Europe’s labour laws can come as a surprise, warns Millington. “These laws can have a major impact on the timing of any proposed workforce reductions, owing to the need to consult with a wide range of stakeholders.”

In particular, Millington points to the need to address sustainability issues in the M&A process, which is intensifying in the face of expanding government attention and growing shareholder activism. “Globally, governments are actively enforcing existing regulations and issuing new regulations that address stakeholder concerns regarding natural resource conservation, along with environmental and the social impact of operations. Sustainability related considerations genuinely threaten M&A deals and are gaining increasing attention,” he warns.

For further information see here