In this third and final post on successfully managing mergers and acquisitions, I look at executing the transaction and integrating the acquisition.
STEP THREE: TRANSACTION EXECUTION
Unless the target is to be treated as a hostile takeover, the first step in this phase is to engage with the owners of the target and reach an in-principle agreement on value and the framework for the transaction.
With an agreement reached with the vendor – which can take some time – the next phase of the process is to perform a more detailed analysis of the target to confirm that it is a good fit and worth the asking price. This will involve thoroughly reviewing the target’s operations, legal, strategies, financials, and other aspects of the market in which it operates.
A key part is the valuation of the target. In the Search and Screen phase, you will have made a calculated estimate of value, but now we want to formally confirm a value using external advisors.
Assuming that we’re happy with the process so far and we have determined how to fund the transaction, the final price and terms are negotiated and the legal documents are completed. We then look forward to the most crucial step: the integration phase.
STEP FOUR: INTEGRATION
Every company is different – differences in culture, differences in systems, differences in strategies, etc. As a result, the Integration Phase is the most difficult phase within the M&A Process.
We have to bring the new company under the umbrella of the acquirer and make it work as part of a seamless organisation. This requires extensive and careful planning, and that planning process needs to start well before the contracts are signed.
The integration will generally occur at three basic levels:
Full: All functional areas (operations, sales, marketing, finance, IT, HR etc.) will be merged so that the previous company effectively no longer exists.
Moderate: Certain key functions or processes (such as HR and IT) will be merged together but others (eg. sales/marketing) will remain separate. Strategic decisions will be centralised, but day-to-day operating decisions will remain autonomous.
Minimal: Both strategic and operating decisions will remain decentralised and autonomous.
It’s important to remember that the level of integration will depend on the target and the acquirer’s objectives for it, post acquisition.
Jason Maywald is a highly experienced legal and transactional advisor in the insurance and medical assistance sectors. He holds a Bachelor of Laws from the Queensland University of Technology, and has significant experience in competitive corporate acquisitions, IPOs, commercial property acquisitions and disposals, corporate restructures, and hostile and friendly takeovers.