1 Due diligence How virtual data rooms are speeding up the process AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET Ask the experts Getting the right advice is crucial Take your time It is important to think about long-term goals MERGERS & ACQUISITIONS BUILDING A CLEAR STRATEGY Be prepared: Any company considering entering the complex world of M&A must have a robust stategy in place Global Investment Banking Analyst/Associate Programme Starting Dates: Analyst 5 Nov (full-time 5 weeks); Associate 27 Oct (5 weekends) PHOTO: SHUTTERSTOCK
2 2 SEPTEMBER 2012 AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET CHALLENGES As the economy improves, M&A activity is poised to accelerate as companies hungry for growth loosen their purse strings and hunt out deals. M&A levels healthy despite dip in confi dence The M&A landscape may be quieter than it was a few years ago but the annualised pace of deal activity in the first half of 2012, according to leading industry research, was still more than $2.2 trillion globally. This is down considerably on the peak of $4.7 trillion recorded during 2007, but it remains a healthy number considering the damage to business confidence following the financial crisis and remains almost double the low of $1.2 trillion in Cash rich With companies sitting on huge cash reserves, recently estimated by JP Morgan to be $5 trillion, there are certainly funds available in the market to pursue deals over the next couple of years as the economy improves. M&A will always be the principal tool to achieve fast-growth corporate strategies for many organisations. A recent study at Cass Business School showed that firms using their excess cash on acquisitions outperform those who used that money to pay down debt or who increased dividends. Acquisitions succeed more often when they are in related business areas than when they are for diversification into new areas. It is essential the board of directors makes sure this happens. According to another piece of research by Cass Business School s M&A Research Centre, CEOs who perform a major deal during their first year in office outperform their peers in the long run who don t. But watch out: too much of a good thing doesn t work, because those CEOs who did more than one deal in their first year performed worse than those who did nothing or just one deal. Don t rush Why are opportunistic, hasty acquisitions less successful? Not only are these transactions often not in sync with the organisation s long term goals but the bidders fail to undertake vigorous and deep due diligence. This is true of companies of all sizes, but Scott Moeller, Director, M&A Research Centre and Professor in the practice of fi nance at Cass Business School has particular relevance for SMEs looking to sell. Selling a company is not what owner-managers are typically best at, so it is important to bring in the M&A experts early. These advisers will prepare the financial information for bidders and use market intelligence to identify who the right buyers might be and, for example, determine if a sale should be private or by public auction. A virtual data room for the due diligence will also speed up the process, especially if one of the parties involved is based overseas. Be prepared Preparation is crucial because any company sale process will be disruptive and distract key people within the organisation from their day job, risking a negative impact on sales and profits at precisely the time when the company needs to show strong financials to potential bidders. Lastly, we are in a period where M&A regulation is increasing around the world. There have been changes to the Takeover Code in the UK within the past two years whilst developing countries are adopting new regulations to make their markets more attractive for deal activity. M&A can be intimidating for many companies, especially SMEs, but with the right advice, deals that bring value to everyone involved can be secured. WE RECOMMEND PAGE 6 Richard Hoyle Managing director, Greenhill and Company A VDR is ideal if the business being acquired and the bidder are geographically separated and there are signifi cant time differences We make our readers succeed! MERGERS & ACQUISITIONS 1ST EDITION, SEPTEMBER 2012 Managing Director: Chris Emberson Editorial and Production Manager: Faye Godfrey Business Development Manager: Dominic Webber Responsible for this issue: Project Manager: Marton Miko Phone: Distributed with: City A.M. Print: FT-print Mediaplanet contact information: Phone: Fax: Find MediaplanetUK: Mediaplanet s business is to create new customers for our advertisers by providing readers with high-quality editorial content that motivates them to act. INTERNATIONAL BAR ASSOCIATION CONFERENCES 4th IBA Mergers and Acquisitions in Russia and CIS Conference October 2012 Moscow, Russia Asia Pacific Mergers and Acquisitions Conference 5 6 November 2012 Mandarin Oriental Hotel, Hong Kong SAR Private Equity Transactions Symposium November 2012 The Langham Hotel, London TO FIND OUT MORE ABOUT THESE IBA CONFERENCES, PLEASE VISIT
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4 4 SEPTEMBER 2012 AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET NEWS NEWS IN BRIEF Daniel Domberger Director, Livingstone Partners Be prepared Daniel Domberger, Director at corporate financiers Livingstone Partners, says preparation is vital to any successful company sale. PHOTO: SHUTTERSTOCK Plan your success Without a clear strategy M&A activity can fail to add the value that everyone expects, especially if a deal is ill-thought-out or the board lacks the experience to make it work. SHOWCASE Any company considering entering the complex world of M&A must have a robust strategy in place which reflects the business goals and removes the temptation to act opportunistically. Dr Roger Barker, Head of Corporate Governance at the Institute of Directors (IoD), says a company s board of directors, particularly the CEO, must take full responsibility for devising the M&A strategy and not leave it to management. Strategy There will be times when management wants to act in an opportunistic way which is fine if the acquisition targets identified are within the agreed longterm strategy for the business, he says. A clear M&A strategy is one way to achieve the organisation s goals over a period of time. Barker sits on several corporate governance advisory boards and says that since the financial crisis many organisations have reassessed their appetite for risk. The board must decide whether the M&A strategy is consistent with the risk strategy and aligned with what shareholders want and expect the board to do to achieve the corporate objectives, he says. The board might need to consider less financially risky alternatives to reach its goals. This could be organic growth, expanding into new geographical markets or diversifying into new products and services. Know the market Market intelligence can be crucial for identifying potential buyers and acquisition The board might need to consider less fi nancially risky alternatives to reach its goals Dr Roger Barker, Head of Corporate Governance, Institute of Directors targets. It will demonstrate, for instance, where synergies exist, whether companies can complement each other or if there are over-lapping areas that following a merger or acquisition would bring economies of scale and the scope for cost-cutting. A lot of companies will be approached by M&A advisers from investment banks who will pitch ideas to them and the case for a particular transaction. This provides the board PLAN PLAN PLAN Dr Roger Barker explains the importance of knowing the market and planning an effective M&A strategy with fantastic business intelligence, says Barker. Businesses that are very proactive when it comes to M&A often employ full time corporate finance professionals to gather market information, while smaller firms should have regular conversations with city analysts. Expert advice The IoD provides general M&A advice and Barker says any board considering a transaction must be aware that many deals do not work. Corporate tie-ups that initially appear attractive can fail to add the value expected, while the process of bringing two cultures together and integrating various processes can be complex and costly. The board must think carefully about the rationale for any transaction and whether it has the expertise and experience to make it work so they can create a workable new business model. Dr Roger Barker is co-author of the IoD s guide to the role of the board, The Effective Board published by Kogan Page. STEVE HEMSLEY To achieve the highest valuation when selling a business, an owner must plan for and address early on any potential issues that might deter would-be buyers. For example, make sure key contracts are up-to-date and signed, and that you don t have a big renewal or renegotiation coming up. Key employees should be incentivised and locked in not with vague promises, but properly documented bonuses or share options. Some of this might require re-writing legal agreements, which takes time, so start early. Any owner who wants to leave once a deal is completed must demonstrate that there is a strong management team in place. Finding and recruiting good people can t be done in a rush, so early preparation is key. Ideally, an entrepreneur should start talking to a corporate financier perhaps two years before they intend to sell not necessarily formally to appoint them, but to start the dialogue. Building this relationship means entrepreneurs are kept informed of the M&A trends in their sector, what s hot and what s not, and can benefit from experienced advice on potential issues and obstacles to a sale. M&A activity has slowed over the past few years, but good deals are still being done. This means that it is essential for SMEs to be well positioned and well prepared. Strong and exciting businesses are still in demand and securing high valuations, but purchasers are looking for companies they must have rather than those they d like to have. For businesses which are under-prepared and poorly-positioned, there might not be a buyer at all; but for strong and attractive businesses, acquirers aren t bargain-hunting they re willing to pay full value. STEVE HEMSLEY
5 COMMERCIAL FEATURE AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET SEPTEMBER Finding deal targets in today s environment DO YOUR RESEARCH Lisa Wright of Bureau van Dijk discusses the importance of attaining a good level of detail around what a company does PHOTO: SHUTTERSTOCK How market intelligence can improve your accuracy and efficiency when researching targets. We re hardly experiencing the heady, pre-2008 days of M&A activity, but there s still plenty of evidence that a significant number of companies are involved in, or planning, deal activity. In the first half of 2012, global M&A activity reached US$1.1 trillion dollars. And UK-based companies were involved in a substantial 200 billion dollars worth of these deals. But just because there s money available it doesn t mean it s easy. There are many indications that deals are currently harder to complete. There s also a strong view that the number of appropriate target companies is currently considerably reduced. So acquirers, and their advisors, are having to be more creative when looking for, and selecting, targets. We re seeing more interest in the acquisition of mid-market companies and in smaller private companies. So if the universe of target companies is shrinking, and many of the potential good buys are under the radar, there s more pressure on M&A professionals than ever before when compiling and selecting targets. It s even more difficult if you ve identified emerging markets as part of your strategy. Finding information on companies you know about in these regions is hard enough, never mind identifying target companies you re not yet aware of. Combine these issues with the frequency of deals apparently stalling for a range of reasons and it s clear that it s never been more important to take the research part of the acquisition process very seriously; the consequences of not doing so are obvious. The starting point is exploring potential options and identifying a broad range of target opportunities which need to meet relevant criteria. These potential targets could come from a variety of sources, including internally sourced targets, known competitors and suppliers, plus companies that are strategically interesting because they offer you potential in new geographical markets or product ranges. Google is most people s starting point when they need information. Type in a company name and you ll get almost instant access to its website and instant, useful knowledge about the company. This is an efficient, excellent resource and all our lives are enriched by such innovation. But the merits and disadvantages of using the internet as a professional research tool are well-documented. The results and data are unstructured and much will be irrelevant. Financial performance won t necessarily be reliable or available at all online for smaller and/or private companies. If available, it will certainly be provided in a myriad of formats making it very difficult to do a peer analysis. You can waste a huge amount of time trying to identify pertinent pieces of information about your targets, and may end up with very little. Even more importantly it s very hard to find out what you don t know using the internet. Putting a list of companies together via a list of criteria is almost impossible, especially if they re not high profile companies. Lisa Wright Head of M&A, Bureau van Dijk It s unlikely you re going to stumble across the hottest acquisition target, that no one else has found, and then have enough intelligence on it to be able to validate it confidently. Specialist information providers can provide a range of intelligence such as company news, public company financials, private company financials, corporate structure plus historical and rumoured deal information. Using professional information sources will not only expedite a search for relevant information but also offers an independent view, and with it a higher degree of accuracy. But what should you be looking for in a resource to help you find targets more creatively and more efficiently? The breadth and depth of the coverage of the data on offer from the provider is the first important thing to consider. The more extensive the data set is, the more comprehensive your search can be. What s the coverage of private companies and how consistent is the coverage in different regions? Are the financials provided in a sensible standardised format to help you search and compare companies across borders? Can you research historical deal data effectively? Obviously, the timeliness and quality of the data are also key. It goes without saying that financial due diligence will be irrelevant if it s carried out on inaccurate or out of date financials, or if the deal multiples used to base the pricing strategy are inaccurate. Look for a good level of detail around what a company does. Being able to search for companies by a range of key words and activity codes, encompassing niche sectors, helps you build your prospect lists impressively quickly, and helps you find potential targets that are perhaps not that obvious but could offer excellent potential. Knowing who already owns a company is vital, and you should also be able to identify the type of owner are they an individual, a private equity company or other investment vehicle, or a corporate? But it s not just the data; software is also important. Using good intelligence alongside good functionality significantly improves efficiency and decision-making processes. Does the provider s product offer sufficient scope for creating relevant and specific target searches? Can you use search criteria in any combination and include more lateral options such as financial trends as well as the financial variables, or the position in the corporate family? Such options are vital in saving time and delivering accurate results. You should also be able to create comprehensive peer analyses and build reports highlighting comparable financial performance to help you refine your list quickly. These tools can also help you arrive at initial valuation ranges using a variety of methods. And any potential targets should be monitored, with products alerting you to new intelligence that could affect your selection process. Given the time and investment that goes into a successful M&A strategy, and the potential rewards in improving shareholder value off the back of it, it s important to recognise that implementing professional data products can be an excellent starting point in helping you achieve your goals. LISA WRIGHT Head of M&A products, Bureau van Dijk Lisa Wright is head of M&A products at Bureau van Dijk, the world s leading provider of global private company financials and M&A deal data. BvD s products include Orbis and Zephyr. bvdinfo.com Visit BvD s mandaportal.com for a range of M&A reports and intelligence.
6 6 SEPTEMBER 2012 AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET NEWS DUE DILIGENCE GOES VIRTUAL Question: How do you design an M&A due diligence process which saves time and money but remains secure and confidential for parties based around the world? Answer: Use a virtual data room to store documents. Richard Hoyle has used virtual data rooms (VDR) for 10 years to speed up the buying and selling of UK and multinational companies. The Managing Director of Greenhill and Company and former Credit Suisse First Boston M&A expert, says VDR technology can save tens of thousands of pounds on the cost of doing a deal. It cuts weeks off the transaction process because it eliminates almost completely the need to print out and send large volumes of documents around the globe. A VDR is a password-protected extranet containing all the financial and business-related documents that people involved in the deal might need to access during the due diligence process. There Richard Hoyle Managing director, Greenhill and Company are strict controls over who can enter the room and when during this crucial screening process as bidders identify any potential issues and assess the real value of the deal. Seeing it in action Greenhill is using a VDR from supplier Sterling XAG for the 3.2bn sale of its client Aegis, the global media and digital communications agency, to Japan-based Dentsu Inc, Asia s largest advertising group. Aegis has a presence in 80 countries and saw a 20 per cent revenue growth in The bigger the deal the greater the number of people who need access to the data and physically it would be hard to accommodate this in a confidential and secure way, says Hoyle. A VDR is ideal if the business being acquired and the bidder are geographically separated and there are significant time differences. It means a deal can be done as quickly as people can review the information. Scanned data and existing electronic files are mixed in the virtual room and amendments to the information can be made and logged while any data can be restricted to particular individuals at any time. Hoyle is a long-standing adviser to Aegis having worked on the agency s 210m purchase of Australian ad firm Mitchell Communications and the sale of market researcher Synovate to Ipsos. VDRs were used on both occasions to make the sale and completion process more efficient. A VDR works when you have limited time, especially following amendments to the UK takeover code last year which introduced the put up or shut up regime. Now bidders have only 28 days to launch a bid or walk away so if we can save one or two days it can be the difference between success and failure. Overcoming the challenges Hoyle has seen VDR technology improve significantly during the past decade but he says there are still some challenges. There can be issues with different IT setups around the world and people not being able to open documents because they are using different browsers or companies have different security permissions, he says. Also, in some industries the adoption of VDR has been slower. In oil and gas, bidders still want to see detailed environmental impact studies which are not as easy to digest using a virtual system. STEVE HEMSLEY VIRTUAL DATA ROOMS The password-protected extranet is used to store and transfer data securely and efficiently PHOTO: SHUTTERSTOCK STRATEGY & FINANCE EXECUTIVES GATHER IN CHIEF STRATEGY OFFICER SUMMIT strategy.theiegroup.com/cso-barcelona #CSOBARCA BARCELONA Listen to keynote presentations, learn from interactive breakout sessions and engage in open discussion at two events acclaimed for their interactive format. FINANCIAL FORECASTING AND PLANNING INNOVATION SUMMIT finance.theiegroup.com/fpa-barcelona #FPABARCA With turbulence in the global economy set to continue, the need to share best practices and gain innovative insight from your peers has never been greater. Join forward-thinking leaders this 18th & 19th October in a unique, collaborative environment. Featuring presentations from: Aviva, BBC, Bupa, Citigroup, Coca-Cola, Dell, easyjet, GE Healthcare, Hertz, Vodafone and more... Contact Sean Foreman to request an invitation: t: e: IE.Summits
7 AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET SEPTEMBER Ask the experts Paul Yung Managing director, XAG Global, Sterling Financial Print In your view, how can companies undergoing M&A ensure their due diligence process is delivered in a cost and time effective manner? It is important for any company embarking on any M&A process that they consider using the best virtual data room (VDR) product available. Companies should consider a product that offers all stakeholders a good balance between security, speed, functionality, cost, ease of use and customer service. Choosing the VDR provider on cost alone is often a false economy as typically such products may lack the levels of security, functionality, sophistication and customer service desired. This shortfall can increase the time spent using and managing the data room and thus increase the opportunity cost of the overall process. With numerous technologies available to manage the M&A process, how do VDRs differ from other platforms available? Dedicated virtual data room platforms are built with the focus on addressing the critical needs of all participants in the M&A process. VDRs offer not only the comfort of high security, privacy and confidentiality, many platforms also offer the vendor team a comprehensive suite of administration tools that allow user privileges and document permissions to be defined at a granular level, real-time reporting tools that provides detailed insight into buyer interest, integrated Q&A tools, and on-demand 24/7 customer service. According to your experience, what are the most important features of a state of the art virtual data room that can ultimately benefit the user? First, the VDR has to be technically secure and protect the company s documents to the highest possible encryption level available. Secondly, the technology should be invisible to users and not hinder the process. The platform must be technically seamless to the end-user and not impose technical delays and obstacles to access the materials such as the need to install security plug-ins. The platform should also be easy to use, allowing all users to quickly work out how to browse, search and find the relevant materials for their due diligence exercise. Thirdly, great technology should be supported by great service. When companies and advisers are under increasing pressure to get the deal done, it is important to remember even with the very best VDR technology available it is essential that the participants know they have the safety net of a service provider that offers excellent customer service and support on a 24/7/365 on-demand basis. Lisa Wright Managing director, Zephus Limited - a BvD subsidary What, in your opinion, is the most important step that can be taken when preparing strategy for a merger or acquisition? Information is vital and empowers an M&A strategy; the most immediately obvious targets aren t always the best. Good intelligence helps you find targets using more criteria, and more confidently. Creating a good list of relevant and strategically appropriate targets is essential and being able to create this list effectively is a key advantage. Good intelligence also means you can refine your list efficiently, and ultimately arrive at the most appropriate target(s). A great proportion of M&A s fail to achieve the expected value. Based on your experience, what can be done to pre-empt and avoid mistakes that jeopardize success? In M&A, one plus one doesn t necessarily make three, or even two, and initial results can disappoint. A clear integration plan, that includes contingencies, and the best team you can have working on it, will go a long way to help and should be a priority. But realistic expectations, alongside a culture of communication, will help if that synergy appears elusive. An M&A does not stop when the deal is signed, what are, in your view, the ingredients needed in achieving successful post merger integration? Integration is always a challenge and no two deals will be the same. There s the inevitable insecurity in the target s employees, and sometimes also in the acquirer s. Prepare the ground early by planning how you re going to get buy in from both sides. If you can, start your integration at the announcement stage and aim to resolve issues quickly. Massive wholesale changes are best not implemented immediately (unless financial performance necessitates) but in a staged timescale. Regulator shows its teeth The Office of Fair Trading s Director of Mergers, Sheldon Mills, explains the role of regulation during the deal making process. The Office of Fair Trading (OFT) and the Competition Commission (CC) play a vital role in ensuring M&A deals are in the interest of consumers and competitors. The UK has a voluntary merger control regime which means parties can close a transaction before receiving regulatory clearance. However, the OFT monitor the market closely for any deal which could be deemed anti-competitive. Companies should follow the OFT s best practice guidelines. For instance, under the terms of the Enterprise Act 2002 an investigation can be triggered if the turnover of the target company is more than 70m, or if the acquisition will lead to the new enterprise having a share of supply above 25 per cent. The OFT scrutinises between 5 per cent to 10 per cent of M&A deals each year to establish if consumers might suffer higher prices or a poorer service. If the OFT identifies the possibility of a substantial lessening of competition, the CC is called in or the parties involved can offer remedies. The buyer, or the new entity, can offer to divest parts of its business to obtain clearance. For example, Vue Entertainment is acquiring Apollo Cinemas and has agreed to divest its interest in the Apollo cinemas located in four towns where the OFT has raised competition concerns. Where no remedies are offered, or where they are insufficient to address competition concerns, the OFT refers deals to the CC. STEVE HEMSLEY
8 Drive Deals with Merrill DataSite Here s how a Merrill DataSite virtual data room can help you drive deals You want to run your deal and generate revenue, bottom-line You don t want to spend time on paper administration or learning how to use a new IT platform to execute your deal You want a cost-effective and efficient due diligence process You don t want to pay extra for the expertise you need to be able to prepare or review documentation for due diligence You want to attract the right parties to your sale and provide all relevant information You don t want buyers struggling to access the data they need, or anything that slows down the decision-making process You want to know who is serious about your deal You don t want a physical data room that gives you limited intelligence on who has looked at your documentation, or to add expense for potential buyers A Merrill DataSite virtual data room (VDR) solution provides you with answers to common problems encountered in M&A due diligence projects to help drive deals forward. Smarter, faster, easier due diligence for your M&A transactions If a system, such as a VDR, is hard to use, people get distracted from their core business and that s frustrating, and completely unwanted in an M&A transaction. Merrill DataSite VDRs are easy to set up and easy to use - made with dealmakers in mind. The interface and format of our VDR is familiar; replicating the file structure of Microsoft Windows Explorer We provide a sample index structure for your documentation to get the VDR started, which provides a logical structure for all information It s easy to upload electronic files yourself, or we can manage this process for you if you don t have the time or resources We also know things within a deal-making environment change and while it s easy for you to make amendments to your Merrill DataSite VDR wherever you are and whenever you choose, our multi-lingual project management team are available 24/7/365 to assist you. Guaranteed quality of service 24/7/365 comes with the premier virtual data room To ensure the due diligence phase of your M&A transaction runs smoothly, we will assign a dedicated project manager to your deal, all included in the price. Your project manager will bring their extensive experience to your transaction, having worked on thousands of projects worldwide. Your project manager will: Help you determine exactly how best to use your virtual data room Advise how to prepare for loading data, or offer to undertake the process for you Deploy an experienced team that can load and index up to 50,000 hard copy pages in 72 hours, or less, (or up to 20,000 electronically pages in just 4 hours) Work with you to define security settings, so confidential data is always protected Your Merrill DataSite project manager is available 24/7/365, no matter where in the world you are located, no matter what issue arises. To learn more call +44 (0) , or visit MERRILL DATASITE