Ask the experts Getting the right advice is crucial

Due diligenceHow virtual data rooms are speeding up the process

Take your timeIt is important to think about long-term goals

AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET

MERGERS & ACQUISITIONS

Be prepared: Any company considering entering the complex world of M&A must have a robust stategy in place

BUILDING A CLEAR STRATEGY

PHOTO: SHUTTERSTOCK

Global Investment Banking Analyst/Associate ProgrammeStarting Dates: Analyst 5 Nov (full-time 5 weeks); Associate 27 Oct (5 weekends)

2 · SEPTEMBER 2012 AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET

The M&A landscape may be quieter than it was a few years ago but the annual-ised pace of deal ac-tivity in the fi rst 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 record-ed during 2007, but it remains a healthy number considering the damage to business confi dence following the fi nancial crisis and remains almost double the low of $1.2 trillion in 2002.

Cash richWith companies sitting on huge cash reserves, recently

estimated by JP Morgan to be $5 tril-lion, there are certainly funds avail-able in the market to pursue deals over the next couple of years as the economy improves. M&A will al-ways be the principal tool to achieve fast-growth corporate strategies for many organisations. A recent study at Cass Business School showed that fi rms using their excess cash

on acquisitions outperform those who used that money to pay down debt or who increased dividends.

Acquisitions succeed more of-ten when they are in related busi-ness areas than when they are for diversifi cation 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 fi rst year per-formed worse than those who did nothing or just one deal.

Don’t rushWhy are opportunistic, hasty acquisitions less successful?

Not only are these transactions of-ten not in sync with the organisa-tion’s long term goals but the bid-ders fail to undertake vigorous and deep due diligence. This is true of companies of all sizes, but

CHALLENGES

M&A levels healthy despite dip in confi dence

As the economy improves, M&A activity is poised to accelerate as companies hungry for growth loosen their purse strings and hunt out deals.

‘A VDR is ideal if the business being acquired and the bidder are geographically separated and there are signifi cant time differences’

Richard HoyleManaging director, Greenhill and Company

WE RECOMMEND

PAGE 6

MERGERS & ACQUISITIONS 1ST EDITION, SEPTEMBER 2012

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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 fi nancial informa-tion for bidders and use market in-telligence to identify who the right buyers might be and, for example,

determine if a sale should be pri-vate or by public auction. A virtual data room for the due diligence will also speed up the process, especial-ly if one of the parties involved is based overseas.

Be preparedPreparation is crucial be-cause any company sale pro-

cess will be disruptive and dis-tract key people within the organ-isation from their day job, risking a negative impact on sales and profi ts at precisely the time when the company needs to show strong fi nancials 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 in-volved can be secured.

Scott Moeller, Director, M&A Research Centre and Professor in the practice of fi nance at Cass Business School

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Plan your success

Any company considering enter-ing the complex world of M&A must have a robust strategy in place which reflects the business goals and removes the tempta-tion to act opportunistically.

Dr Roger Barker, Head of Cor-porate Governance at the In-stitute 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 man-agement wants to act in an op-portunistic way which is fine if the acquisition targets identi-fied are within the agreed long-term strategy for the business,” he says. “A clear M&A strategy is one way to achieve the organisa-tion’s goals over a period of time.”

Barker sits on several corpo-rate 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 sharehold-ers want and expect the board to do to achieve the corporate ob-jectives,” he says. “The board might need to consider less fi-nancially risky alternatives to reach its goals. This could be or-ganic growth, expanding into new geographical markets or diversifying into new products and services.”

Know the marketMarket intelligence can be crucial for identifying poten-tial buyers and acquisition

targets. It will demonstrate, for instance, where syn-ergies exist, whether

companies can comple-ment each other or if

there are over-lapping areas that following a merger or acquisition would bring econo-mies 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 trans-

action. This provides the board

with fantastic business intel-ligence,” says Barker. “Busi-nesses that are very proactive when it comes to M&A often employ full time corporate fi-nance professionals to gather market information, while small-er firms should have regular con-versations with city analysts.”

Expert adviceThe 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 ini-tially appear attractive can fail

to add the value expected, while the process of bring-ing two cultures togeth-er and integrating various processes can be complex

and costly.“The board must think care-

fully 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 Eff ec-tive Board’ published by Kogan Page.

STEVE HEMSLEY

info.uk@mediaplanet.com

■ 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.

PLAN PLAN PLANDr Roger Barker explains the importance of knowing the market and planning an effective M&A strategyPHOTO: SHUTTERSTOCK

NEWS

SHOWCASE

‘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

Be preparedDaniel Domberger, Director at corporate financiers Livingstone Partners, says preparation is vital to any successful company sale.

To achieve the highest valuation when selling a business, an own-er must plan for and address ear-ly 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 renegotia-tion coming up. Key employ-ees should be incentivised and locked in — not with vague promises, but properly docu-mented bonuses or share op-tions. Some of this might re-quire 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. Find-ing 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 fi nan-cier perhaps two years before they intend to sell — not necessarily for-mally to appoint them, but to start the dialogue. Building this rela-tionship means entrepreneurs are kept informed of the M&A trends in their sector, what’s hot and what’s not, and can benefi t from experienced advice on potential is-sues 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-posi-tioned, there might not be a buyer at all; but for strong and attractive businesses, acquirers aren’t bar-gain-hunting — they’re willing to pay full value.

STEVE HEMSLEY

info.uk@mediaplanet.com

NEWS IN BRIEF

Daniel DombergerDirector, Livingstone Partners

SEPTEMBER 2012 · 5AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET

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 dol-lars. 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 com-plete. There’s also a strong view that the number of appropriate target companies is currently consider-ably 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 ac-quisition of mid-market companies and in smaller private companies. So if the universe of target companies is shrinking, and many of the po-tential good buys are under the “ra-dar”, 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 informa-tion on companies you know about in these regions is hard enough, never mind identifying target com-panies you’re not yet aware of.

Combine these issues with the fre-quency 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 acqui-sition process very seriously; the con-sequences 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 crite-ria. These potential targets could come from a variety of sources, in-cluding internally sourced targets, known competitors and suppliers, plus companies that are strategical-ly interesting because they offer you potential in new geographical mar-kets 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 web-site and instant, useful knowledge about the company. This is an effi-cient, 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 unstruc-tured and much will be irrelevant. Financial performance won’t neces-sarily be reliable or available at all on-line for smaller and/or private com-panies. If available, it will certainly be provided in a myriad of formats mak-ing it very difficult to do a peer anal-ysis. You can waste a huge amount of time trying to identify pertinent pieces of information about your tar-gets, 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 cri-teria is almost impossible, especially if they’re not high profile companies.

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 com-pany financials, private company fi-nancials, corporate structure plus historical and rumoured deal infor-mation. Using professional informa-tion 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 exten-sive the data set is, the more com-prehensive your search can be. What’s the coverage of private com-panies and how consistent is the coverage in different regions? Are the financials provided in a sensi-ble 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 mul-tiples used to base the pricing strat-egy are inaccurate.

Look for a good level of detail around what a company does. Be-ing 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 per-haps not that obvious but could of-fer 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 individ-ual, a private equity company or oth-er investment vehicle, or a corporate?

But it’s not just the data; software is also important. Using good intel-ligence alongside good functional-ity significantly improves efficien-cy and decision-making processes. Does the provider’s product offer sufficient scope for creating rele-vant and specific target searches? Can you use search criteria in any combination and include more lat-eral options such as financial trends as well as the financial variables, or the position in the corporate “fami-ly”? 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 compara-ble financial performance to help you refine your list quickly. These tools can also help you arrive at initial valu-ation ranges using a variety of meth-ods. And any potential targets should be monitored, with products alerting you to new intelligence that could af-fect 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 rec-ognise that implementing profes-sional data products can be an ex-cellent starting point in helping you achieve your goals.

■ 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.

Finding deal targets in today’s environment

COMMERCIAL FEATURE

LISA WRIGHT

Head of M&A products, Bureau van Dijk

■ How market intelligence can improve your accuracy and efficiency when researching targets.

Lisa WrightHead of M&A, Bureau van Dijk

DO YOUR RESEARCHLisa Wright of Bureau van Dijk discusses the importance of attaining a good level of detail around what a company doesPHOTO: SHUTTERSTOCK

6 · SEPTEMBER 2012 AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET

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 for-mer Credit Suisse First Boston M&A expert, says VDR technol-ogy can save tens of thousands of pounds on the cost of doing a deal. It cuts weeks off the transaction process because it eliminates al-most completely the need to print out and send large volumes of doc-uments around the globe.

A VDR is a password-protected extranet containing all the finan-cial and business-related docu-ments that people involved in the deal might need to access during the due diligence process. There

are strict controls over who can enter the room and when during this crucial screening process as bidders identify any potential is-sues and assess the real value of the deal.

Seeing it in actionGreenhill is using a VDR from sup-plier Sterling XAG for the £3.2bn sale of its client Aegis, the glob-al media and digital communi-cations agency, to Japan-based Dentsu Inc, Asia’s largest advertis-ing group. Aegis has a presence in 80 countries and saw a 20 per cent revenue growth in 2011.

“The bigger the deal the great-er 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 sep-arated 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 elec-tronic files are mixed in the vir-tual room and amendments to the information can be made and logged while any data can be re-stricted to particular individuals at any time.

Hoyle is a long-standing advis-er to Aegis having worked on the

agency’s £210m purchase of Aus-tralian ad firm Mitchell Commu-nications and the sale of mar-ket 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 challengesHoyle 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 set-ups around the world and people not being able to open documents because they are using different browsers or companies have dif-ferent 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 di-gest using a virtual system.”

Richard HoyleManaging director, Greenhill and Company

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.

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VIRTUAL DATA ROOMS The password-protected extranet is used to store and transfer data securely and efficiently PHOTO: SHUTTERSTOCK

SEPTEMBER 2012 · 7AN INDEPENDENT SUPPLEMENT BY MEDIAPLANET

■ 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 em-barking 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 bal-ance between security, speed, functional-ity, cost, ease of use and customer service.

Choosing the VDR provider on cost alone is often a false economy as typical-ly such products may lack the levels of se-curity, 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, ma-ny platforms also offer the vendor team a comprehensive suite of administra-tion 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-de-mand 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 se-cure and protect the company’s docu-ments to the highest possible encryp-tion level available.

Secondly, the technology should be “in-visible” to users and not hinder the pro-cess. 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 com-panies and advisers are under increasing pressure to get the deal done, it is impor-tant 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.

■ 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 ob-vious targets aren’t always the best. Good intelligence helps you find targets using more criteria, and more confidently. Cre-ating a good list of relevant and strategi-cally 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 appro-priate 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 necessar-ily make three, or even two, and initial re-sults 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 in-tegration at the announcement stage and aim to resolve issues quickly. Mas-sive wholesale changes are best not im-plemented immediately (unless finan-cial performance necessitates) but in a staged timescale.

Ask the experts

STEVE HEMSLEY

info.uk@mediaplanet.com

Paul YungManaging director, XAG Global, Sterling Financial Print

Lisa WrightManaging director, Zephus Limited - a BvD subsidary

Regulator shows its teethThe 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 vi-tal 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 Entertain-ment is acquiring Apollo Cinemas and has agreed to divest its interest in the Apol-lo 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.

� You want to run your deal and generate revenue, bottom-lineYou 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 processYou don’t want to pay extra for the expertise you need to be ableto prepare or review documentation for due diligence

� You want to attract the right parties to your sale andprovide all relevant informationYou don’t want buyers struggling to access the data they need, oranything that slows down the decision-making process

� You want to know who is serious about your dealYou don’t want a physical data room that gives you limited intel-ligence on who has looked at your documentation, or to add ex-pense for potential buyers

A Merrill DataSite virtual data room (VDR) solution provides youwith answers to common problems encountered in M&A due diligence projects to help drive deals forward.

Smarter, faster, easier due diligence for yourM&A transactions

If a system, such as a VDR, is hard to use, people get distractedfrom their core business and that’s frustrating, and completely un-wanted in an M&A transaction.

Merrill DataSite VDRs are easy to set up and easy to use - madewith dealmakers in mind.

� The interface and format of our VDR is familiar; replicating thefile 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 allinformation

� It’s easy to upload electronic files yourself, or we can managethis process for you if you don’t have the time or resources

We also know things within a deal-making environment changeand while it’s easy for you to make amendments to your MerrillDataSite VDR wherever you are and whenever you choose, ourmulti-lingual project management team are available 24/7/365 to assist you.

Guaranteed quality of service 24/7/365 comeswith the premier virtual data room

To ensure the due diligence phase of your M&A transaction runssmoothly, 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 dataroom

� Advise how to prepare for loading data, or offer to undertake theprocess for you

� Deploy an experienced team that can load and index up to50,000 hard copy pages in 72 hours, or less, (or up to 20,000electronically pages in just 4 hours)

� Work with you to define security settings, so confidential data isalways protected

Your Merrill DataSite project manager is available 24/7/365, no matter where in the world you are located, no matter whatissue arises.

To learn more call +44 (0)845 602 6916, emailinfo@datasite.com, or visit www.datasite.com

Drive Deals withMerrill DataSite

M E R R I L L D A T A S I T E

Here’s how a Merrill DataSite virtual data roomcan help you drive deals