Woody Allen once famously had a character say: “A relationship, I think, is like a shark, you know? It has to constantly move forward or it dies.” In our world, the same can be said of m&a negotiations. In other words: “Time kills all deals”. As an investment banker that has been involved with many mergers and acquisitions over the years – I’ve come to live and die by this mantra. We’ve seen it many times, the probability of a successful deal completion declines as time passes; if enough time passes before a deal closes, it will, most likely, die. So…
We are routinely approached by companies, shareholders and boards of directors telling us that their company was approached by a prospective buyer anxious to consummate a transaction. They may even have a non-binding indicative offer in hand – or expect one shortly. It can be exciting to have a sophisticated firm find your baby to be attractive – rewarding to be approached by a big potential buyer and it could be a load off your mind after years and years of hard work for a possible large payoff. But more often than not, we have found that one-off acquisition processes fail, or – at best – result in a sub-optimal deal. The examples are legion. The problems with these ad-hoc discussions are many.
I believe that our attitude – our expectation of success is one reason that people choose us to advise them. We not only are experts in our field and know how to get deals done, we also don’t quit. Perseverance is one of our mantras. It’s one thing to simply “broker” a deal – to introduce parties and get a deal conversation started – it’s quite another to bring the deal to closure. We are mere “brokers.” We’re full-fledged strategic and financial advisors.
In a conversation with a client earlier this week, we talked about the successes that many of our clients have found after deals are completed – and the failures we occasionally see. We noted that, in many cases, the credit or the fault stems not from the price people paid but rather from the success (or failure) of the integration – which, in our view, in turn stems from the amount of work they put into integration investigation, planning and execution before the transaction is complete. Everyone seems to know that integration is important. And nearly everyone we work with pays some attention to planning for it. But some firms are just better at the process than others.
The term GRC (Governance, Risk and Compliance) has been around for a while now. Gartner has covered it in one form or another since the early 2000’s. The last decade of regulations – Sarbanes-Oxley, HIPPA, Basel III, Solvency II, regional rules and more – have put unprecedented pressure on corporations, leading to the explosion of GRC solutions. Firms have shifted away from spreadsheets and homegrown solutions to GRC focused software vendors as GRC needs become more complex and involve a wider set of stakeholders. This market maturation brings the potential for a new wave of M&A consolidation as vendors race to…