How can you grow your market share, access new products, and distribution channels, or acquire potentially disruptive new technologies or know-how? Mergers and acquisitions (M&A) often are the answer to these and other challenges. Expanding geographically, broadening service or product offerings, or acquiring new talents are only a few benefits of the M&A process.
→ Looking to prepare for an M&A deal? A well-arranged virtual data room (VDR) can easily help you achieve that. The VDR removes the hassle out of confidential data sharing, storage, and management.
Choosing the right virtual data room for M&A
If you’re looking for a Virtual Data Room for Mergers & Acquisitions, you may be thinking that all products in the market are relatively the same. The truth is, they are not.
Rely on the following criteria to choose a virtual data room for M&A:
- Document management. Secure and easy data sharing is key in acquisition. Look out for features like bulk upload and drag-and-drop, automatic sync with the cloud, multi-level user invitation and management, and in-document search, view, and edit.
- Customer support. Customer service should be free and available 24/7, not depending on whether it’s a business day or a holiday. Insist on receiving a dedicated expert and getting custom training from them. These days, personalized support and customer experience are not an option, but a necessity.
- Security. Last but not least, yet critically important for M&A and intellectual property management, is security. It depends on the compliance of a data room with GDPR, SOC2, and ISO/IEC 27001 — as well as advanced features like two-factor authentication, encryption, user access management, and so on.
The above factors are key when choosing a data room for M&A transactions. Once you have considered them all, proceed to other steps of preparing for M&A.
What are the M&A questions to ask during an acquisition?
The due diligence questions you need to ask during acquisitions take into account key components like due diligence, leadership and management, talent, technologies, culture, values, customers, strategic vision, regulatory changes, and potential risks. In addition, new challenges are going to arise along the process. You need to come up with a comprehensive list of ten questions or more before starting the target acquisitions transaction.
The pandemic has caused many changes in market fundamentals, which will make mergers and acquisition transactions inevitable for many companies and their further success.
A successful acquisition is like a chain, where synergy benefits exist. You have to check every component of this chain before you make a final decision. The effectiveness of the process will be measured by the meticulous attention paid to the seemingly small details.
Traffic lights of M&A
These three questions will serve as your traffic lights and help you determine if the acquiring target is worth pursuing.
1. Are there any deal breakers?
If yes, this is your red light. Simply stop. The sooner you learn about the potential unresolved issues, the less time you’ll spend on irrelevant negotiations or additional balance sheet analysis. Of course, during the due diligence phase, you will be able to dig deeper, but if there are some serious issues or reputational issues addressed, they can be uncovered earlier.
2. Will the acquisition influence profitability and earnings?
What tangible benefits will your company get after the M&A? For most companies, the first year after M&A drains their contracted future earnings. Your company and your people require time to adapt to new conditions and learn new processes, thus the company’s productivity usually drops. The profit of your expanded business will also drop, however, after some time a great profit growth will follow. If the answer to the question is yes, then this is your orange light and you should proceed with caution.
3. Will the acquisition help you achieve your strategic vision?
If the answer is no, then there’s no reason to perform the acquisition. Ask this question first to save your time and energy. Which expansion options do you have? If the answer to the main question is yes, you’ve got the green light. Buckle up and move forward.
If you answered these three questions and understand that this target is compelling, let’s go into further detail.
Why this company?
M&A is a lot like marriage. You need to make sure you’re uniting with the right person. Ask these questions to see if the company being acquired is your right fit:
- What makes this company unique? Are there better options?
- How will the target company increase your market share?
- Are you looking in the same direction? Do your values align? Is there a cultural fit?
- Is the company considered an industry leader?
- Do you have competitors willing to acquire the target company?
- Does the target company have any reputational issues affecting future success?
- What are the biggest challenges to the company’s growth?
- Will the company being acquired require a capital investment strategy after M&A?
Imagine your company a year from now. Fill in the possible outcomes in case you make or don’t make an acquisition or a merger. This will help you visualize all the key assumptions underpinning, realities, and projected revenue that accompany the M&A.
If negative outcomes in the “Make an acquisition” block vastly outnumber other columns, you should reconsider the acquisition or choose another target.
|You make an acquisition||You DON’T make an acquisition|
|Positive outcomes||Negative outcomes||Positive outcomes||Negative outcomes|
What can go wrong?
Due diligence questions are the most important questions to consider during M&A.
It’s important to keep the balance between overburdening a potential target with too many requests and neglecting possible pitfalls.
Due diligence serves like a radar, identifying potential risks while acquiring a company. Make sure that you have a diligence team capable of understanding the expended business objectives behind the acquisition. This will help them determine the most important aspects and allow the team to prioritize them. The aspects possessing less value should be minimized or eliminated. They should analyze the company information, and investment case and based on the latest insights determine acquisition fit.
Also, the due diligence team should determine the targeted combinational and transformational sources of value in deals. The common due diligence questions will address legal issues, taxes, accounting, sales, and corporate infrastructure. Most companies prefer to hire experienced professionals to perform this process.
Other questions to consider during the due diligence process
- Have you assessed potential market changes?
- Have you taken the suitable references?
- Will any key dependencies influence the future merger? What preventive measures can be taken?
- Is retention of key employees ensured?
- Is a 100-day plan detailed and effective enough for further due diligence investigation?
Your company leaders are going to face many challenges during M&A. Here are some questions to ask when the company is being acquired:
- Do your company and the company being acquired have effective leaders? What is the track record of the target’s management team? If in the target company’s control there are no effective leaders, you have to consider changing this as strong leadership will be crucial for creating synergy.
- Are the members of the leadership team supporting the acquisition target or do you have to look for additional talent to replace them?
- Who will become the managing partner? During an acquisition, this question is obvious, whereas during a merger this will have to be discussed in advance.
- Will the new company have an executive committee? What will be its duties and terms of service?
- Does the management team have sufficient resources and expertise to go through M&A?
- Does the management team have time to simultaneously perform their duties and take an active part in the acquisition process? If not, which duties can be delegated?
- Who will be responsible for the M&A? What are the employee roles in the transaction? What are the main challenges during M&A?
Make sure to identify all the criteria for synergy and value-creation strategies.
Inconsistent discovery process
All the aspects of the value proposition have to be assessed strategically and on time. As a buyer, you need to validate the value proposition.
Improper due diligence process
Standard due diligence helps you see the big picture and get into all the details. It’s crucial to uncover as many potential pitfalls as possible during your further due diligence investigation.
Paying more than the expected purchase price, reasonable for company
Prepare to walk away from a target company when the purchase price assumed prior turns out to be different in reality. Many buyers give in to an impulsive competitive desire to win over other bidders. So, you need to use an exit opportunity with some cold judgment and clear spending limits will help to avoid this pitfall.
Information security issues
Quite often companies lose some sensitive information, which can be used to their competitor’s advantage. Secure documents with copyrighted, proprietary, or sensitive information properly. Innovative solutions, like virtual data rooms, can help keep your documents and M&A resumes secure and accessible only to the right people.
Lack of focus during the integration process
In the post-COVID-19 world, this challenge arises more and more often. Of course, most organizations have to deal with additional challenges alongside their mundane functions. To avoid this, begin the development of your integration plan in the middle of the due diligence phase. Make sure your integration plan is clear and focused. Identify key roles and responsibilities, timeframes, and action items.
Culture matters get deprioritized by default
The M&A process can be quite confusing for most of its participants. People and cultural issues are very likely to arise, thus it is important to pay appropriate attention to these issues and resolve them before they cause other unexpected problems.
Insufficient transparency during the integration process
The transformation team has to keep employees informed, otherwise, the speculative assumptions can result in conflicts and misunderstanding.
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M&A is a challenging and multidimensional process. Questions to ask when acquiring a company are crucial pinpoints along the process. It is important to make sure that all your documentation and processes are secured and ordered properly. Otherwise, you’ll be blown away by the chaotic tornado of changes.
In a post-COVID-19 world, when most companies face decentralization and migrate into the digital dimension, a virtual data room (VDR) is a perfect solution to structure your workflow and documentation and ensure effectiveness and high-quality work during an M&A. To pick up the best virtual data room solution for M&A, visit our main page and choose the data room provider that suits your company’s needs the best.