STRATEGIC DUE DILIGENCE AND INTEGRATION Determining Value and Capturing Synergies 2016 In House Counsel Conference
Presenters: Scott Chaplin Senior Vice President and General Counsel Vista Outdoor Inc. Clearfield, Utah +1 801 779 4695 scott.chaplin@vistaoutdoor.com Paul J. Jaskot Partner Reed Smith LLP Philadelphia, PA +1 215 851 8180 pjaskot@reedsmith.com Brian C. Miner Partner Reed Smith LLP Philadelphia, PA +1 215 851 8119 bminer@reedsmith.com Kate Pytlewski Deputy General Counsel EPAM Systems, Inc. Newtown, PA +1 267 759 9000 x 41856 kate_pytlewski@epam.com
Overview of Presentation Topics I. Strategic Due Diligence A. Overview of Due Diligence B. Four Deal Types II. Strategic Integration A. Overview of Strategic Integration B. Capturing Synergies
A. Overview of Due Diligence Most Companies employ Financial and Legal Due Diligence Determines and confirms the value and purchase of a target Identifies and assesses legal risks and allows the parties to negotiate contractual protections (i.e. indemnification or insurance requirements) Identifies the operations of and steps necessary to integrate the target s business Determines the mechanics of the transaction Strategic Due Diligence Seeks to answer the same questions and can be used to supplement financial and legal due diligence
A. Overview of Due Diligence Strategic Due Diligence Provides a more comprehensive framework to determine whether a deal is realistic : o External Inquiry - Is the deal commercially attractive? o Internal Inquiry - Is the company capable of realizing the targeted value? Benefits of strategic due diligence: o Ensures that transactions are considered independently Each deal has its own value drivers, and thus composition of the due diligence strategy and team should be specifically adapted to the transaction o Helps articulate the strategic rationale and perceived value of a deal, instilling greater confidence among stakeholders that the company s claims about projected benefits are reasonable and attainable o Provides a strong platform for integration
A. Strategic Due Diligence Methodology
B. Strategic Due Diligence Four Deal Types
B. Strategic Due Diligence Four Deal Types 1. Out-of-Market Transformation (large target, low integration) Deal Rationale o Transform a business by pursuing significant growth and broader capabilities in a new, attractive market Strategic Due Diligence Process o Focus on testing the new market s attractiveness, assessing the target s competitive position, identifying critical capabilities and resources that need to be retained, judging potential market responses, and evaluating whether there are best of breed management practices or operating models that should be adopted o Understand the complexities of managing minimal formal integration (i.e., uniform policies across business areas, consistent treatment of personnel from both companies, managing both business cultures) o The due diligence team should consist of experienced due diligence/integration managers and should have executive level participation from both sides. A strong analytical team must drive the market and competitive assessment, and the human resources team needs to focus on organizational and cultural issues. If there are areas of consolidation, functional representation is critical to ensure buy-in from management
B. Strategic Due Diligence Four Deal Types 2. In-Market Consolidation (large target, high integration) Deal Rationale o Create a market leader that can realize benefits by improving pricing and marketing, rationalizing operations, and leveraging assets Strategic Due Diligence Process o Focus on assessing potential customer value, validating synergies and identifying challenges when consolidating areas of the company, determining which processes and assets are best of breed and assessing cultural fit and integration risks o The due diligence team should have strong cross-functional representation from both companies who will also lead the actual integration. Human resources support and analytical support from corporate headquarters is needed to manage organizational challenges.
B. Strategic Due Diligence Four Deal Types 3. Out-of-Market Bolt-on (small target, low integration) Deal Rationale o Create a new platform for growth through a relatively small acquisition o Most likely little consolidation will be needed beyond eliminating redundant functions (i.e., corporate staff, information technology, etc.) Strategic Due Diligence Process o Focus on identifying opportunities to leverage best practices, product development, and infrastructure in the new organization, testing the new market s attractiveness, determining the target s competitive position, identifying what critical capabilities to retain, and addressing any cultural issues o The due diligence team should include a strong analytical team to drive market and competitive assessment, an HR team to focus on organizational and cross-border cultural issues, and functional representation in areas of coordination.
B. Strategic Due Diligence Four Deal Types 4. In-Market Absorption (small target, high integration) Deal Rationale o By acquiring a competitor in the same market, the buyer can capture operational synergies through leveraging its existing base Strategic Due Diligence Process o Focus on validating synergy assumptions, pursuing ways to accelerate synergies, and assessing potential customer and competitor responses that may impact market upside and risk o The due diligence team should be drawn principally from the acquirer to ensure ownership of integration goals. The team should be crossfunctional with a strong operational focus. Involvement of senior (or chief) human resources and information technology executives is often critical in managing work-force reduction and system integration.
II. Integration A. Overview of Strategic Integration B. Capturing Synergies
A. Overview of Strategic Integration Strategic Due Diligence can lay the foundation for Strategic Integration By having a better understanding of a target, a company can: o More realistically benchmark and communicate success within a transaction o Maximize the speed and effectiveness of the integration process
A. Strategic Integration Benchmarking Goals Strategic Due Diligence can help a company determine what types of goals it should set during the integration process (strategic, financial or operational) According to a 2014 survey conducted by Pricewaterhouse Coopers, companies are feeling stronger stakeholder pressure on companies to deliver quantifiable deal value o This has led to an increased emphasis on expediting the integration process and quickly communicating what has been achieved o With a better understanding of when and how goals can be realized, a company can more accurately communicate the success of a deal to its stakeholders.
A. Strategic Integration Benchmarking Goals Strategic and financial goals are typically easier to achieve than operational targets: o Strategic goals can be achieved by simply doing the deal o Financial goals require a focus on realizing synergies o Operational goals can only be achieved through a sustained commitment to integration completion over the long term
A. Strategic Integration Benchmarking Goals
A. Strategic Integration: Maximizing Speed and Effectiveness Strategic due diligence can help a company maximize the speed and effectiveness of its integration process Integration that occurs sooner in the deal process and at a faster pace can lead to greater success in achieving deal goals
A. Strategic Integration: Maximizing Speed and Effectiveness Early execution of a few key initiatives are directly related to achieving deal objectives.
A. Strategic Integration Final Considerations Determine and implement an integration strategy as soon in the deal process as possible o Manage a well defined integration process, with identified resources and leadership Create an integration strategy that prioritizes providing stakeholder value o Understand which benchmarks of the deal to prioritize and which are easiest to maximize Communicate with all stakeholders early and often, including customers, employees, investors, suppliers/vendors, and the general public o Communication should articulate the reasons driving a deal, reveal timing for key actions, and be candid in nature of what is known/unknown
B. Capturing Synergies Capturing synergies from M&A transactions has become increasingly difficult According to a 2014 survey conducted by Pricewaterhouse Coopers: o capturing cost synergies is easier than capturing revenue synergies o realizing cost synergies has consistently outperformed revenue synergies
B. Capturing Synergies Strategic Integration Strategic Integration helps a company understand the layers and levers of value creation within a transaction. Layers of Value Creation: o Protect the base business efforts to preserve pre-merger value and maintain the core business o Capture combinational synergies traditional value creation efforts to achieve economies of scale and enhanced efficiency o Seek select transformational synergies often ignored, often capability-based opportunities to create value by radically transforming targeted functions, processes, or business units Levers of Value Creation o Cost Capture cost savings by eliminating redundancies and improving efficiencies o Capital Improve the balance sheet by reducing things such as working capital, fixed assets, and borrowing or funding costs o Revenue Enhance revenue growth by acquiring or building new capabilities (e.g., cross-fertilizing product portfolios, geographies, customer segments, and channels)
B. Capturing Synergies Range of Opportunities
Final Thoughts and Questions I. Strategic Due Diligence A. Overview of Due Diligence B. Four Deal Types II. Strategic Integration A. Overview of Strategic Integration B. Capturing Synergies