M & A CritiqueProper due diligence at every stages will make the M&A a grand success
By planning the merger activity carefully and analyzing every issue that may arise, the target company will be better prepared to successfully consummate a sale of the company. The buyer is concerned not only with the likely future performance of the target company as a stand-alone business but must understand the extent to which the company will fit strategically. Evaluating the commercial attractiveness of an M&A deal involves validating the target company’s financial projections and identify the synergies.
The primary goal of due diligence in the M&A process is for the buyer to confirm the seller’s financials, contracts, and customers. Due diligence starts the moment the letter of intent (LOI) is signed. All due diligence information must be made available to the buyer from the seller. Due diligence is a vital activity in M&A transactions and may consume several months of intense analysis if the target firm is a large business with a global presence.
First and foremost, the buyer must evaluate all of the target company’s historical financial statements and related financial metrics. It must look at the reasonableness of the target’s projections of its future performance. The buyer must look at the extent and quality of the target company’s technology and intellectual property. It must focus on the domestic and foreign patents and whether the company has taken appropriate steps to protect its intellectual property including confidentiality and invention assignment agreements with current and former employees and consultants.
The buying company must look at customers and sales. The buyer must fully understand the target company’s customer base across all geographies including the level of concentration of the largest customers as well as the sales pipeline. The company must look whether there will there be any issues in keeping customers after the acquisition and what are the sales terms or policies and have there been any unusual levels of returns or exchanges offered by the target company to acquire new customers.
The company must look at the target company’s employee and management issues. The buyer must understand the quality of the target company’s management and employee base and look at information concerning any previous, pending, or threatened labor stoppage. The buyer must look at employment and consulting agreements, loan agreements, and documents relating to other transactions with officers, directors, key employees, and related parties. Since integrating the employees is the most difficult part of any deal, the buying company must evaluate every aspect of the deal.
Lastly one must look at the tax issues depending on the operations of the target company. Central, state and foreign incomes sales and other tax returns filed must be looked into. To make a deal successful, experienced due diligence and integration managers must be involved in these mergers, and there must be high-profile, 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.
The due diligence must focus on all functional areas like human resources, information technology, finance, operations, and even R&D and marketing. The company must draw team members from all of these areas of the organization as this will add valuable expertise and will help the team attain the goal. One must ensure that the diligence team is co-located within a secure environment, such as a corporate headquarters. It is important to bring in an outside expert who can look at every aspect critically and give a road map for a deal to work. A proper due diligence will make the M&A a grand success.
