September 9, 2008 The Emerging M&A Management Tools Market

September 9, 2008 The Emerging M&A Management Tools Market by Daniel Krauss and Pascal Matzke for Vendor Strategy Professionals Making Leaders Successful Every Day

September 9, 2008 The Emerging M&A Management Tools Market Integrated Solutions Pave The Way To More Sophisticated M&A Management by Daniel Krauss and Pascal Matzke with Thomas Mendel, Ph.D. and Charles Green EXECUTIVE SUMMARY While the number of mergers and acquisitions (M&A) has increased over the past few years, most companies lack a structured and repeatable approach for managing the deals in an efficient and effective manner. And while dedicated tools and applications support many other operational processes, the market for M&A management tools is still nascent. However, over the past few years, various providers have started to successfully deploy solutions based on virtual deal rooms as well as offering dedicated project management software to support the M&A process. Although most of these solutions offer wideranging benefits to customers, Forrester believes that providers need take their solutions to the next level in order to unlock the full potential of this emerging market. TABLE OF CONTENTS 2 The Market For M&A Management Tools Represents A Real Opportunity 5 Virtual Deal Rooms Facilitate Document Management And Collaboration 12 M&A Project Management Tools Help Track And Monitor The M&A Process 19 RECOMMENDATIONS Providers Need To Take M&A Tools To The Next Level WHAT IT MEANS 20 A Market For Dedicated Corporate Transformation Tools Is Arising 20 Supplemental Material NOTES & RESOURCES Forrester interviewed 13 M&A professionals at law and consulting firms, investments banks, and large corporations. We also interviewed and conducted demo sessions with 11 providers of M&A management tools: Bowne & Co., Brainloop, Deal Interactive, e-know, IBM Global Services, IntraLinks, M&A Partners, Merrill Corporation, PowerSteering Software, TX2 Systems, and V- Rooms. Related Research Documents Mastering M&A: The CIO s Game Plan January 9, 2006 A Systematic Method For Managing Mergers December 22, 2004 2008, Forrester Research, Inc. All rights reserved. Forrester, Forrester Wave, RoleView, Technographics, TechRadar, and Total Economic Impact are trademarks of Forrester Research, Inc. All other trademarks are the property of their respective companies. Forrester clients may make one attributed copy or slide of each figure contained herein. Additional reproduction is strictly prohibited. For additional reproduction rights and usage information, go to www.forrester.com. Information is based on best available resources. Opinions reflect judgment at the time and are subject to change. To purchase reprints of this document, please email resourcecenter@forrester.com.

2 The Emerging M&A Management Tools Market THE MARKET FOR M&A MANAGEMENT TOOLS REPRESENTS A REAL OPPORTUNITY While the use of automated tools is well advanced for operational processes such as supply chain management (SCM) or customer relationship management (CRM), the market for solutions that support mergers and acquisitions (M&A) is still nascent. 1 This is mainly due to the fact that corporate acquirers view M&A as an event rather than a structured process. The technologies that M&A professionals typically use in this context include: simple spreadsheets for keeping lists and tracking people, tasks, and costs; generic project management tools for tracking project progress and timelines; and corporate intranet sites for storing and sharing information. In addition, they use paper-based M&A playbooks as a source of general best practices for planning and executing M&A projects. 2 While corporate acquirers leverage a variety of tools for managing the different stages and aspects of their M&A activities, none of the technologies they use are really integrated. Given the ongoing increase in overall M&A activities across a wider set of geographies and countries, corporate executives today, more than ever, are eager to mitigate the challenges and risks usually associated with M&A deals. As a result, many companies will be looking to derive added value via their investment in dedicated M&A tools and applications. Forrester defines M&A management tools as: All solutions that help track, monitor, and facilitate the M&A process. In this report, we look at virtual deal rooms and dedicated M&A project management tools, which are two subsets of this market. Corporate Acquirers Face Ongoing Challenges And Risks Corporations typically pursue M&A for reasons like reducing costs, obtaining access to new technologies or intellectual capital, increasing market share, and eliminating the competition. To achieve these objectives and create shareholder value, executives cite factors like identifying, screening, and prioritizing targets, conducting due diligence, and coordinating and executing the integration process as critical for success. 3 M&A management plays an important role in overseeing all activities; key challenges here can include: Management and collaboration involving internal and external functions. Different corporate functions usually share M&A responsibilities, but they often also involve external advisors and consultants. For example, the corporate development/strategy function is usually in charge of all pre-deal activities, like target selection and screening. Corporate finance takes care of valuing the target. Different operational functions, such as human resources (HR), accounting, marketing, and IT, then share the tasks associated with integration. With all these different functions and people involved, efficient management and effective collaboration become a prerequisite for success. Many companies that are struggling to deal with these challenges often mention their unstructured processes and nonintegrated technologies. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 3 We are using different technologies, and all the data is scattered across different functions and teams. This makes it difficult for us to provide a holistic and timely picture. (Head of M&A at a leading telecommunications provider) Real-time analytics and ongoing reporting. It is absolutely essential for corporate acquirers to remain on top of market trends and gather competitive information for evaluating the right targets. Tracking market developments does not necessarily follow an integrated approach, so efficient target pipeline management becomes a critical component for successful selection and deals. Most companies lack effective measurement of their M&A performance, including the long-term tracking of the costs and synergies associated with their deals. While some companies measure their performance just one year after the completed integration, others regularly review their deals every year or two years. Our experience shows that only 25% to 30% of all acquiring firms are really measuring longterm dependencies. (M&A consultant at a leading consulting firm) Capturing best practices and facilitating learning. Tracking and deriving M&A best practices and feeding the results into existing methodologies, processes, and templates represents a significant effort for corporate acquirers. Most companies lack the structured processes and tools for streamlining their M&A approach over a longer period. To evolve into an agile M&A organization, companies need to aggregate and share their corporate M&A expertise. While this requires the creation of the right organizational structure, the use of integrated tools can support these efforts on a long-term basis. We need a professional tool during the M&A process because we frequently acquire firms of all sizes and rely on ongoing process improvements and best practices to lead to success. (Head of M&A at a large IT vendor) Different M&A Profiles Lead To Different Buying Patterns For M&A Tools Whether or not a company will invest in prepackaged M&A tools and applications depends on its overall market presence, as well as its appetite for acquiring other companies. While smaller companies usually leverage the expertise of external specialists, large companies typically have a dedicated team or department to manage all their M&A activities. The internal M&A practice fulfills a centralized project management role; for example, it is in charge of monitoring and consolidating efficiencies, integration costs and synergies, managing resources and project interdependencies, as well as collecting intellectual property (IP) and best practices to keep M&A approaches and processes up to date. Based on deal frequency and deal complexity, represented by deal size, Forrester has created four different buyer profiles that help determine a company s need for standardized processes and tools (see Figure 1): 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

4 The Emerging M&A Management Tools Market Low to medium deal frequency and low complexity. These companies acquire firms from time to time, and deal sizes are relatively small compared with their own company size. These firms normally don t have a dedicated M&A practice but predominantly work with external advisors throughout the process. Their need for specific M&A management tools is quite low. Low deal frequency and medium to high complexity. These companies acquire firms infrequently but involve a higher degree of deal complexity. These companies may have their own M&A practice. Due to the higher deal complexity, they need dedicated tools. However, they may consider using these more on a deal-by-deal basis rather than as a long-term deployment. Medium deal frequency and medium to high complexity. These companies acquire firms more frequently and with a higher degree of deal complexity. These companies may have their own M&A practice in place. Their long-term deployment of dedicated tools is a prerequisite for successful deals and for capturing best practices. High deal frequency and all degrees of complexity. These companies are frequent buyers, and M&A is a vital part of their inorganic growth strategy and objectives. Typically, these companies have a strong market presence. Due to the high deal frequency, they have a dedicated M&A practice in place, which is in charge of all M&A activities and connects to the corporate development function and the integration management teams throughout the organization. Furthermore, the M&A practice is responsible for streamlining and improving the company s M&A processes over time, and a dedicated tool is therefore essential. Figure 1 Company M&A Profiles High Long-term tool deployment. The company frequently buys companies of all sizes. Normally, the company has a strong market presence. It has a dedicated M&A practice in place. Deal frequency Deployment of tool isn t necessarily needed. The company primarily works with external advisors. The company will consider longterm deployment, due to higher deal complexity and medium deal frequency. Deal-based tool deployment. The company uses tools just for the length of the deal. Higher deal complexity leads to a higher need for dedicated tools. Low Deal complexity High Source: Forrester Research, Inc. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 5 VIRTUAL DEAL ROOMS FACILITATE DOCUMENT MANAGEMENT AND COLLABORATION A virtual deal room (VDR) is a secure, Web-based virtual data room that complements or replaces the paper-based deal room that contains all relevant information needed during the due diligence phase. However, a VDR is also often used as a central repository throughout the complete M&A process for secure document management and information exchange between internal and external stakeholders. The adoption of VDRs differs across geographies but also depends on deal size. While VDRs are already an accepted technology across North America, Europe is gradually catching up; meanwhile, larger deals lead to a higher degree of VDR usage. Our observations reveal that 25% to 40% of deals worth less than $100 million use VDRs; 70% of deals worth between $500 million and $999 million use them; and 80% to 90% of deals worth more than $1 billion adopt them. Virtual Deal Rooms Are Mature Solutions With A Broad Set Of Capabilities Most VDR offerings have evolved over time and today represent mature enterprise solutions. The main capabilities are: Rapid provisioning and intuitive interfaces. Clients can customize VDRs to meet their individual requirements from the confidentiality agreement to user access and the welcome page. A client can set up a VDR very quickly; it usually takes just minutes or hours, depending on the complexity of the transaction. The VDR provider works with the client to set up the VDR, including role definitions, user capabilities, access rights, and user invitations. The providers also usually offer best-practice guidance on structuring indices and the workspace by providing dedicated templates (see Figure 2). Most VDRs have intelligent indexing capabilities: If a user adds a file to the deal room, it is automatically indexed, even if it is then moved to another folder. 4 Security. VDR providers offer their solutions as software-as-a-service (SaaS). Web-based access is a prerequisite to success in the M&A context, where different internal and external stakeholders working on the deal have different security standards and access rights. The VDRs provide different layers of security, from a secure connection and user name and password protection to user- and/or role-based access permissions for each document. VDR owners are further able to set specific security settings for each document, depending on the degree of confidentiality (see Figure 3). 5 Automatic watermarking is another layer of security; each page the user views is stamped with a dynamic and customizable watermark, showing the name of the viewer with the date and time of viewing, for example. Collaboration. The Q&A functionality of the VDR allows users to easily ask the appropriate group or person a question if something is unclear or missing (see Figure 4). Some clients archive the entire Q&A section for their records and for compliance reasons. Clients can easily publish Q&As for anyone that might need them, including the link to the respective folder or document. Tasks and milestones also help the project owner assign tasks and track the project s 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

6 The Emerging M&A Management Tools Market progress to completion. Users can then see on their personalized welcome page what tasks they have to work on (see Figure 5). Users can also attach comments to documents, tasks, and folders. With a virtual deal room, we are able to exchange files more securely and efficiently among our several integration teams. (Head of M&A at a leading software vendor) Analytics. The analytical component is important, as it allows the seller to gain insights into the buyer s interest; it s also useful for compliance reasons. From the launch of the VDR, an audit trail tracks who accesses and views each document. Various default reports are available, including site activity, usage statistics, task completion, and permission levels (see Figure 6). These reports are also customizable, depending on client needs. 6 Besides reporting, VDRs provide a wide range of search and filter capabilities. Search helps users find files or find specific information within documents via full-text search. Filtering includes, for example, document status, file type, date added, or owner. The virtual deal room allows us to gain more insights into buyers intentions and supports our advice to clients tremendously. (Partner at a law firm) Figure 2 Sample Index Builder: Bowne & Co. Source: Forrester Research, Inc. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 7 Figure 3 Sample Security Management: Deal Interactive Source: Forrester Research, Inc. 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

8 The Emerging M&A Management Tools Market Figure 4 Sample Q&A Functionality: Merrill Corporation Source: Forrester Research, Inc. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 9 Figure 5 Sample Overview Page: Brainloop Source: Forrester Research, Inc. 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

10 The Emerging M&A Management Tools Market Figure 6 Sample Folder Access Reporting: IntraLinks Source: Forrester Research, Inc. Virtual Deal Rooms Offer Multiple Benefits Virtual deal rooms provide both the value of traditional physical deal rooms as well as some additional benefits. Customers investing in VDRs will be able to: Save time. Users can set up VDRs very quickly compared with a physical deal room, which requires a great deal of preparation and management. Transactions can be conducted much quicker, as all parties involved can access the deal room at any time from any place in the world. Potential buyers can also access a deal room simultaneously and not in sequential order, as with traditional deal rooms. As a result, more deals can be conducted at the same time and within an overall shorter time frame. Some customers have been able to speed up the process by up to 30%. We are able to quickly set up a virtual deal room and easily invite potential buyers from around the world. (M&A advisor at a large global bank) September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 11 Reduce costs. For cross-border deals and large deals involving many people, firms commonly use more than one physical deal room. However, regardless of the actual number of traditional deal rooms, costs for travel and ongoing management will occur. A VDR has to be set up just once and, because of its virtual nature, travel costs aren t an issue. The project owner can set up different permission levels for team members, depending on their role in the M&A process, and can control access to documents, making administration easier and less costly. Enhance intelligence. In physical deal rooms, buyer intelligence is very limited. It is not possible to track which documents have been accessed and by whom and what information was of most interest to specific buyers. With a VDR, it is easy to gain valuable insights into a buyer s interest in the deal, as the VDR systems tracks all the information that a buyer accesses. This also helps determine whether potential buyers are seriously interested or if they are just looking for competitive information. As a result, sellers can improve their negotiation preparations and increase the competitive bidding, leading to a better price. The full audit and disclosure trail embedded in a VDR also ensures regulatory compliance for standards like Sarbanes-Oxley (SOX). Improve collaboration. With their management and access capabilities, VDRs can assist in the allocation of people. M&A project managers can securely and efficiently manage any Q&As that arise during the due diligence phase or later in the integration phase, thanks to VDRs Q&A functionality. The project owner can add repeated questions and their answers to the frequently asked question (FAQ) section to proactively provide the information to others. This speeds up the process and makes it possible to monitor and easily track communication within the process. Providers Of Virtual Deal Rooms The VDR provider landscape is highly diverse, with providers of different sizes and with different heritages. Bowne & Co., Deal Interactive, and Merrill Corporation have a strong background in business and financial communication services and solutions. Meanwhile, companies like Brainloop, IntraLinks, and V-Rooms come from the software side. Other players include Ansarada, BMC Group, Firmex, and Pandesa. For this report, we interviewed the following providers: Bowne & Co. Established in 1775, Bowne is a public company headquartered in New York; its solution is called Virtual Dataroom. The company provides business and financial communication services and has about 60 offices worldwide. Bowne s virtual data room is based on BMC Group s technology, another provider of VDRs; they have been partnered since 2004. Brainloop. Established in 2000, Brainloop is a privately held company headquartered in Munich, Germany; its solution is Secure Dealroom. The company also has an office in Boston. Deal Interactive. Established in 1999, Deal Interactive is a privately held company; its solution is M&A Virtual Dataroom. The company is a subsidiary of TransPerfect, which 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

12 The Emerging M&A Management Tools Market represents a family of companies and provides business and financial communication services. Headquartered in New York, the company has more than 50 offices worldwide. IntraLinks. Established in 1996, IntraLinks is a privately held company headquartered in New York; its solution is On-Demand Workspace. The company has 15 offices worldwide. Merrill Corporation. Established in 1968, Merrill Corporation is a privately held company headquartered in St. Paul, Minnesota; its solution is called DataSite. The company provides business and financial communication services and has more than 85 offices worldwide. V-Rooms. Established in 2004, V-Rooms is a division of Due Diligence Online, a privately held company headquartered in Atlanta; its solution is called Virtual Data Room. The company has another office in Fort Worth, Texas. M&A PROJECT MANAGEMENT TOOLS HELP TRACK AND MONITOR THE M&A PROCESS An M&A project management tool (PMT) is a secure, Web-based project management solution that helps track and monitor activities throughout the M&A process. Often, the tools are not used solely for M&A but also for other inorganic growth activities, such as divestures, carveouts, and joint ventures. External advisors and consultants are typically the primary users of these solutions, but large corporations with high levels of M&A activity also leverage such tools. Corporations that frequently acquire other firms need to automate the process as much as possible; their need for an integrated tool is therefore high. For this report, we analyzed only those tools that are provided on a standalone basis, with services if applicable. M&A Project Management Tools Offer Broad Capabilities To All Stakeholders M&A project management tools provide broad capabilities for corporate acquirers and M&A service providers. The main capabilities are: Rapid provisioning and intuitive interfaces. PMTs are highly customizable and configurable. They have an intuitive interface, which a client can easily adapt to the roles, functions, and locations required. Clients can implement their existing M&A processes and approaches quickly. Deal templates make it possible for clients to set up new deals immediately. PMTs can be set up in a matter of days, depending on the degree of customization. Dashboards. Role-based dashboards provide real-time reporting of all aspects of the M&A process. For example, executives can see high-level reports on the costs, synergies, and progress of different deals (see Figure 7). Status coloring provides project status at a glance. Managers can track and monitor at a more operational level the progress, issues, and tasks that they have to take care of, as well as the allocation of their team members and their respective tasks and issues. It is also possible for them to manage cross-functional issues more efficiently (see Figure 8). September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 13 Individual team members, on the other hand, can see at a glance which tasks they have to work on, report any issues, and access template and checklist repositories from one source. With the tool, we were able to provide our customer, a large global bank, with the high level of transparency on the integration process that it requested from us. (Partner at a M&A consulting firm) Repositories. PMTs provide repository capabilities that allow users to upload and attach files to tasks and process steps. This facilitates collaboration between participants and allows them to quickly find the files they need. Many providers offer a fully stocked M&A library with bestpractice templates, blueprints, and checklists (see Figure 9). Companies can also use this library to archive valuable information and upload their own best-practice guides. 7 The capturing of costs and synergies. Monitoring and tracking costs and synergies plays a very important role within deals. Executives and managers can compare budgets with actuals across different deals and get a structured understanding of the extent to which synergies have been achieved compared with prior objectives (see Figure 10). Long-term capturing can even help with better estimating and foreseeing the risks and synergies associated with new deals. We have a lot of long-term projects associated with the integration of this large deal, and the tool helps us track and report the costs and synergies to our steering committee and our executives on an ongoing basis. (Integration project director at a leading manufacturing company) The capturing of best practices. Most companies underestimate their need to capture and replicate best-practice experiences for their M&A success. A PMT will allow them to do so in a structured and centralized way. Over time, a company can build up a repeatable and highquality process with the help of a PMT and increase its M&A agility. Therefore, it is important to review and update the respective processes and templates on a regular basis. As a frequent acquirer, we use the tool to continually improve and standardize our M&A processes. This has helped us create a healthy M&A run rate. (Head of M&A at a leading IT vendor) Collaboration. M&A teams typically work in a decentralized way; in cross-border transactions, in particular, it is important to manage all stakeholders in an effective and efficient manner. Managers can track and monitor their progress as well as allocate tasks (see Figure 11). They can also handle questions from team members in a more professional way. FAQ sections allow managers to proactively deal with recurring issues or questions. It is also easy for team members to remain up to date with their tasks and to access and store all the files needed from a single source. If M&A work is distributed among phases and teams, it is especially important to be 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

14 The Emerging M&A Management Tools Market able to access and review the history of the activities and related documents to prevent the next team from facing the same issues. For the first time, all of our people involved in M&A are looking at the same picture, regardless of their function or geography. (M&A manager at a leading insurance company) Analytics. All PMTs provide default reports on, for example, the status of milestones, issues, synergies, and costs. While it is easy to customize these reports, filtering and search options also help find the information people are looking for. For example, it is possible to filter by costs and synergies by team or M&A phase, tasks, or completion status. Executives and managers can pull reports for a single deal or across several deals to get the high-level picture they need on deal schedules, financial measures, and activities by phase or function. Reports can be exported to spreadsheet and presentation tools. Audit trail capabilities facilitate further regulatory compliance (such as SOX) and support internal audits. Figure 7 Sample Executive Page: IBM Global Services Source: Forrester Research, Inc. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 15 Figure 8 Sample Issue Management: TX2 Systems Source: Forrester Research, Inc. Figure 9 Sample Repository: M&A Partners Source: Forrester Research, Inc. 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

16 The Emerging M&A Management Tools Market Figure 10 Sample Synergy And Status Reporting: PowerSteering Software Source: Forrester Research, Inc. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 17 Figure 11 Sample Project Tasks Overview: e-know Source: Forrester Research, Inc. M&A Project Management Tools Offer Multiple Benefits M&A project management tools close a vital gap that exists between the use of generic tools like spreadsheets and homegrown solutions and companies need to manage M&A deals more effectively and in an integrated way. Customers investing in M&A project management tools can: Save time. With the use of one dedicated tool that manages and tracks the complete M&A process including people, documents, tasks, issues, costs, and synergies users can streamline the process and save a significant amount of time. The Web-based solutions allow all stakeholders to easily access one centralized platform with all the information needed for their work. Owners can easily see the progress within the different M&A steps and tasks and allocate employees more effectively. 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

18 The Emerging M&A Management Tools Market Reduce costs. With a PMT in place, companies can more efficiently track and monitor the M&A process and ensure quicker integration. As a result, they can mitigate risks and reduce costs. And if a company is working on several deals at the same time, a PMT allows it to foresee potential resource shortages and respond to issues and constraints quicker. Enhance intelligence. The PMT allows firms to set up different stakeholder roles and customize dashboards to specific information requirements. While executives and managers always have a real-time picture of the project s status, team members can immediately see what tasks or issues they need to work on. For executives and managers, it is also possible to track costs and synergies across the different deals taking place. With these benefits and the documented audit trail capabilities, companies are able to derive best practices and streamline their M&A processes based on a centralized platform, which also leads to higher transparency throughout the process. Improve collaboration. The use of a PMT is key to ensure efficient collaboration and communication among all the internal and external stakeholders involved. PMTs are Web based and have an intuitive interface; this is important for people coming predominantly from a business background and who have to use the tool with only limited training. All people involved can easily track and monitor their tasks, ask questions of the respective owners, and access documents and other files from a single source. 8 Executives and managers can easily monitor dependencies between different tasks and issues and manage and allocate work more efficiently. Providers Of M&A Project Management Tools In this emerging market, small specialists and very large providers compete head to head. Small software specialists, such as e-know and TX2 Systems, provide M&A solutions only. PowerSteering Software, on the other hand, offers its M&A solution as part of its wider project and portfolio management (PPM) solutions. 9 Besides the software players, both service providers like M&A Partners, a small M&A consultancy, and IBM Global Services, the world s largest IT and business services provider, offer dedicated M&A tools not only as part of their M&A services but also as standalone solutions. For this report, we interviewed the following providers: e-know. Established in 1999, e-know is a privately held company headquartered in Arlington, Virginia; its M&A solution is called Integrator. IBM Global Services. This is the business and IT services arm of IBM, headquartered in Armonk, New York. It offers the M&A Accelerator solution as well as M&A services. M&A Partners. Established in 1998, M&A Partners is a privately held company headquartered in Dallas; its offers the S3 (Speed, Synergies, Stability) Cockpit solution based on e-know s Integrator framework as well as M&A services. September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 19 PowerSteering Software. Established in 1998, PowerSteering is a privately held company headquartered in Cambridge, Massachusetts; as part of its PPM portfolio, it offers a dedicated solution for M&A management. TX2 Systems. Established in 2004, TX2 Systems is a privately held company headquartered in Baltimore; its solution is called Enterprise M&A Software (EMA). The company has three more offices in the US and one in London. R E C O M M E N D A T I O N S PROVIDERS NEED TO TAKE M&A TOOLS TO THE NEXT LEVEL While the market for M&A tools continues to evolve and mature, Forrester believes that M&A technology providers need to take their solutions to the next level in order to unlock the full potential of this market. In particular, M&A technology providers should: Provide better pre-deal capabilities. Most M&A tool providers currently concentrate their attention on the middle and final parts of the M&A process. While their solutions cover tasks like pipeline management, due diligence, closing, integration, and post-deal evaluation well, M&A technology providers lag in their coverage of pre-deal activities like target evaluation, transaction success forecasting, and decision-making. But to enable a full end-to-end view, providers need to develop or embed tools that help M&A professionals with their pre-deal work. Enhance analytics and reporting. While many providers offer a broad set of analytical and reporting functionalities, they still need to enhance the automation of interdependent analysis of costs, synergies, issues, functions, and people. This would improve data interpretation and facilitate decision-making. Providers should also add new capabilities, such as an M&A experience-level tracker, to track and measure the experience of people, functions, and the company as a whole. This would support an M&A learning organization and show executives and managers at a glance where training is needed and the degree of the company s M&A agility. As well as analytical capabilities, M&A tool providers have to offer better export functionalities, which should allow M&A professionals to automate reporting directly to their custom templates for example, to embed them in a company s presentation templates. Improve integration with other data sources. Many M&A professionals have to access corporate data and external data on a regular basis. For example, they need to track current data about a company s bookings, margin, and employee retention or data about markets and competitors for performance tracking. Therefore, M&A tool providers need to extend their capabilities for connecting with, integrating, and analyzing other data sources. 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

20 The Emerging M&A Management Tools Market Focus on marketing to drive visibility. For many corporate acquirers and M&A service providers, these tools and their capabilities are still not visible enough in the market. In times of decreasing M&A activity in particular, it is important to target executives and managers with strong business cases and business justification examples. With Forrester s four M&A company profiles in mind, M&A tool providers should collect and market the true value of their solutions to their customers in terms of dedicated business metrics. W H A T I T M E A N S A MARKET FOR DEDICATED CORPORATE TRANSFORMATION TOOLS IS ARISING In a rapidly changing environment, dedicated processes and methodologies are a prerequisite for building and maintaining an agile organization. Integrated and intelligent tools still don t help all executives plan, manage, execute, and measure their corporate transformation objectives from an end-to-end perspective. Therefore, Forrester sees huge potential for technology and service providers to build and market a portfolio of corporate transformation tools that go beyond static reporting capabilities and allow dynamic scenario planning. SUPPLEMENTAL MATERIAL Companies Interviewed For This Document Bowne & Co. Brainloop Deal Interactive e-know IBM Global Services M&A Partners Merrill Corporation PowerSteering Software TX2 Systems V-Rooms IntraLinks ENDNOTES 1 By 2010, Forrester expects worldwide spending on CRM to increase by 30% to $11 billion. The key drivers behind this high level of investment are fostering innovation and top-line growth, improving the customer experience, re-engineering customer-facing business processes, and boosting the productivity of customerfacing workers. See the March 25, 2008, Topic Overview: Customer Relationship Management 2008 report. 2 Companies that have established effective policies for managing the post-merger integration can increase their chances of success by as much as 50%. Those companies using M&A as a growth strategy (more than six deals per year) have much more successful mergers than those with less experience. Organizations with good integration plans consistently produce shareholder returns above the industry average. Finally, it s important for firms to understand the business driver for the deal and to have all constituencies (executives, September 9, 2008 2008, Forrester Research, Inc. Reproduction Prohibited

The Emerging M&A Management Tools Market 21 employees, shareholders, and customers) understand how this deal fits into the long-term strategy of the company. See the December 22, 2004, A Systematic Method For Managing Mergers report. 3 Accenture and the Economist Intelligence Unit surveyed 420 corporate executives from the US, Germany, the UK, Sweden, Norway, and Finland to gain insight into their merger and acquisition strategies, processes, and experiences. Source: Accenture/Economist Intelligence Unit 2006 Global M&A Survey, Accenture, 2006 (http://www.accenture.com/nr/rdonlyres/7ff8e735-5756-43ac-8929-f61cf10407e1/0/ ExecutiveSummary.pdf). 4 Depending on the transaction, the number of pages can range from 10 to hundreds of thousands. 5 The providers use proprietary secure document viewers to lock documents for desktop saving and/or printing and to ensure that no record of a document is left on the viewer s machine. 6 Some providers offer automatically created charts for a graphical representation of the different reports as an embedded solution; others provide output functionalities for spreadsheets only. 7 While the work with these general repositories does not require the same level of security as a VDR with secure viewing, download and print prevention, or document usage tracking, for example, clients regularly ask their PMT providers to implement a link within their solution that leads directly to the VDR. This opens either a new window or is displayed in the main frame. This can be very useful in the due diligence phase:; People can first check their due diligence tasks and then jump directly to the VDR to review documents; when they are done, they can mark the task complete or report issues or questions. Many PMT providers are currently working with VDR providers to offer a more integrated solution. 8 M&A professionals can access the best-practice templates and checklists provided in the project management tool, which ensures professional work during the different process steps. 9 The portfolio management solution space becomes more complicated as project portfolio management (PPM) tool vendors react to increasing expectations from their customers. Meanwhile, as firms mature in their portfolio management offices (PMOs ) processes, they place ever-increasing demands on their vendors. The result? PPM solutions come with self-proclaimed all singing, all dancing capability out of the box. See the August 6, 2008, Selecting Your Portfolio Management Tool report. 2008, Forrester Research, Inc. Reproduction Prohibited September 9, 2008

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