© 2008 robert h. smith school of business university of maryland m&a prof. alex triantis robert...
TRANSCRIPT
© 2008 Robert H. Smith School of BusinessUniversity of Maryland
M&A
Prof. Alex Triantis
Robert H. Smith School of Business
September 18, 2008
© 2008 Robert H. Smith School of Business, University of Maryland
The Good (for so long)
Source: moneycentral.msn.com
© 2008 Robert H. Smith School of Business, University of Maryland
The Bad (turned good)
Source: moneycentral.msn.com
© 2008 Robert H. Smith School of Business, University of Maryland
The Ugly
Source: moneycentral.msn.com
© 2008 Robert H. Smith School of Business, University of Maryland
The way it should be
• Create shareholder value by having the discipline to:
– Select the right target(s)• A company that the buyer can manage more effectively than the seller• A company that provides significant synergistic gains on the top line, or through
operating efficiencies.
– Negotiate the right price• Ensure that some of the value creation through the acquisition is allocated to
the buyer! Don’t pay too large a premium for the target relative to the ability to create synergistic gains.
– Structure the right deal• Negotiations revolve around more than just price
– Integrate well and realize the value creation• Disciplined approach
© 2008 Robert H. Smith School of Business, University of Maryland
Common sources of synergies
• Revenue Enhancement Synergies– Cross-selling by the two firms’ sales forces; leverage distribution channels– Cross-branding between the target’s and buyer’s products – Leveraging technology (combined R&D) and technical expertise (personnel, IP, etc.)
• Cost Reduction Synergies– Economies of scale (horizontal mergers)– Greater purchasing power vis-à-vis suppliers– Elimination of supply chain intermediaries (vertical mergers)– Logistics and distribution improvements– Closing the target’s HQ– Transfer of technology/know-how– Other G&A cost takeout
• Other synergies– Tax related efficiencies– Relax financial constraints– Reduce cash buffer
© 2008 Robert H. Smith School of Business, University of Maryland
Success Factors• Disciplined strategy: make vs. buy – what is the fundamental economic rationale
for buying, and at what price? (Alternatives include minority investment, JVs, strategic alliances, long-term contracts.)
• Rinse and repeat: Serial acquirers are more successful. They get better at estimating synergies that can realistically be captured, and better at PMI. “String of pearls”…
• Proactively seek (private) targets, and not through an IB-organized auction.
• Stick close to home: “bolt-on acquisitions”. This also avoids chasing hot sectors. • Pay with cash rather than stock.
• Earn-outs and other incentives for target management.
• Management of acquirer has skin in the game.
© 2008 Robert H. Smith School of Business, University of Maryland
Current state of M&A
• Are deals getting done in this environment?
• How does deal volume in 2008 compare to prior years? • Comparable to 2007?
» OR
• Fewer than half of the deals as in 2007?» OR
• Worst year in the last two decades?
© 2008 Robert H. Smith School of Business, University of Maryland
Key M&A drivers to consider
• Liquidity affects ability to do deals– Credit supply drying up; structured debt market is dormant
• Financial buyers have drastically curtailed acquisitions
• Strategic buyers in key industries are still acquiring– But, deals are much more tentative
• Risk affects appetite to do deals
• Other common drivers of M&A cycles:– Rapid technological change? Yes – Regulatory changes? Not so much
© 2008 Robert H. Smith School of Business, University of Maryland
What deals are getting done?
• Rescue (workout) M&A– JP Morgan / Bear Stearns; BofA / Merrill; Barclay / Lehman
• Value investment (Mars / Wrigley)– Better deals in colder M&A markets
• Commodities/materials (proposed BHP / Rio Tinto)
• Cross-border deals (weak $): InBev / Anheuser-Busch
© 2008 Robert H. Smith School of Business, University of Maryland
Deal structure and execution
• Big MAC attack!– Options are valuable when risk is high!– Material Adverse Change with exclusions (which ones?)
• Corporate Governance in a post-SOX world
• Due Diligence, as always– “In God we trust, everyone else must bring data!”– Scrutinize legal, accounting, tax, IP, environmental,
insurance, property, finance, operational, HR and IT issues
© 2008 Robert H. Smith School of Business, University of Maryland
Thank You
Alex TriantisProfessor and Department Chair, Finance