By William J. Gole, Paul J. Hilger
This nuts-and-bolts advisor examines all features of an M&A due diligence--from coming to the choice to obtain a firm, to who will be at the due diligence crew, to the particular procedure and the ultimate record and post-closing stick with up. It advocates a spotlight on either threat mitigation and shareholder worth construction, and emphasizes a holistic strategy that spans from making plans to post-acquisition integration. The tentative contents is: (1) advent; (2) making plans for price construction: progress process; (3) Engagement and pursuit; (4) getting ready for due diligence; (5) Validation of price: appearing due diligence; (6) overview of due diligence effects; (7) Optimizing worth: submit diligence negotiation; (8) Extracting price: post-transaction integration.
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Additional info for Due Diligence: An M&A Value Creation Approach
Absent a clear strategic rationale, the due diligence team might conclude that the target is a generally good company, but might not investigate certain matters to the level of depth necessary to ensure the acquisition’s ability to fully deliver on its expectations. Another critical element of the plan to create value is a calculation of the increase in value expected from the transaction. The acquirer’s business case for the transaction would normally include a financial forecast showing P1: a/b c01 P2: c/d QC: e/f JWBT093-Gole T1: g June 2, 2009 12:34 Printer: Courier Westford 18 PLANNING a rate of return that exceeds the corporation’s “hurdle” rate, resulting in a positive net present value for the investment.
7 This is hardly new information; documentation of acquirers’ overall record of failure stretches back decades. But a high rate of failure certainly does not suggest that all deals fail. In fact, the literature covering mergers and acquisitions is replete with case studies of individual deals whose results fall everywhere within a broad spectrum bounded by clear failures and unqualified successes. Outcomes of individual transactions across, and even within, organizations vary widely. And in practice, a track record that includes at least a few solidly performing acquisitions may convince organizations that, while difficult and perhaps uncommon to achieve, success is possible.
It should be inclusive. Although the basic outlines of strategic planning are shared by virtually all organizations, the approach or methodology employed will vary among entities. Some may adopt a top-down or command and control approach and others may favor a bottom-up approach. Regardless of approach, it is clear that there must be a mechanism in place to ensure buy-in and ownership at all relevant levels of the organization. Meaningful input from line management is particularly important. If the plan is viewed as “imposed from above,” the organization risks the loss of support from those operational managers critical to the plan’s successful execution.