Tag Archives: Synergy

What Should You Look For in Selling a Company? Eleven Points

Situation: The owners of a company wish to sell the company. The CEO is 50% owner and some senior employees are partial owners. Ideally the CEO wants to maintain the company’s culture for the good of the employees. What should the CEO look for in an acquiring company or a merger? What pitfalls should be avoided?

Advice from the CEOs:

  • Key Considerations – Define the exit objectives. Understand that pursuing an exit will take time away from other activities. Know your buyer’s team.
  • Stakeholder Alignment – Make sure various stakeholders agree in advance on exit objectives.
  • “Keep an eye on the ball” – Selling a company can be a distraction. Focus on running the company, not on the novelty of selling.
  • Watch Out for Deal-Killer Individual – One member told of a CFO of a buyer company who sabotaged a sale at the last minute.
  • Qualify the Buyer’s Decision Process – It is valuable to understand the process that the buying company will follow to made the acquisition.
  • Broker or M&A Specialist? – About 50% of private party deals are not handled by a broker. These are sales within the industry. Few sales to insiders, such as employees or family, are handled by brokers. The same is true for synergistic companies that are already familiar with each other.
  • Avoid Over Reliance on a Broker – One member told of losing touch with important details of a sale transaction when using a broker. A better alternative was a transaction advisor as opposed to a broker paid by commission.
  • Consider an “Insider” Sale – Some businesses cannot be easily sold to outside buyers. In this case selling to insiders, employees or family may be a good solution. Employee Stock Ownership Plans (ESOPs), or “S” ESOPs using an S-Corp entity, have been numerous and successful.
  • Consider Private Equity – One member spoke of selling to an investment group or private equity group that specializes in buying smaller companies.
  • Buying on the Come – Buyers look for growth. Showing a history of profitable growth is highly desirable. Having a plan for future growth in place is also valuable.
  • Leverage Strategic Partners to Boost Value – One way to increase equity value is to partner with another company. Examples include a partner that provides greater distribution and sales, or which can validate the viability of a technology. That partner can become a future purchaser.

[like]

How Do You Align Company Culture? Three Approaches

Situation: A company purchased another company one year ago. While the two organizations complement each other in terms of market coverage, their cultures differ. What are the key cultural issues that the CEO should consider as they work to bring the two companies into deeper alignment? How do you align company culture?

Advice from the CEOs:

  • What are the differences between the cultures of the two companies?
    • The purchasing company’s culture is characterized as tech-savvy. They work easily across time zones; have high team autonomy; and pool back-office responsibilities and the associated expenses for more consistent management across projects. While their overall revenue is lower, they have higher revenue per revenue-producing employee.
    • The acquired company’s culture is not tech-savvy. They make little use of email or technology; have little long-distance communication or experience working across time zones; a top-down decision and management structure; and expenses are managed at the project level with little consistency in expense handling between projects. They have no HR function.
  • Look at the core values that drive each company. Compare and contrast these.
    • Are there complementary strengths on which to build synergy?
    • Are gaps in one company complemented by strengths in the other?
    • Usually, the acquiring company has to opportunity to dictate the culture of the combination. With shrewd positioning, strengths of the acquired company can provide benefits to the combination.
    • Perform a values analysis of the two companies and look for opportunities to leverage value strengths across the two companies.
  • Look for an informal opportunity to have a conversation with the principles of both companies about their motivations for agreeing to the acquisition. There are two basic options:
    • Integration and growth or diversification and investment.
    • If the purchase was for integration and growth, then the acquirer will likely want to instill their values into the acquired company.
    • If the purchase was for diversification and investment, then the acquirer may be willing to allow the acquired company considerable autonomy. However, strategies and plans should be probed to provide clarification.
    • Understanding these factors will help to determine which values and strengths of each company to combine into a unified culture.

[like]

How Do You Manage Conflicts of Interest? Four Tactics

Situation: A service company was acquired by a larger company. There are limited operational crossovers between the two, but where conflicts of interest arise the acquirer seems uninterested in addressing these. How do you manage conflicts of interest?

Advice from the CEOs:

  • Within the company it is necessary to clarify what can be done autonomously and what must be done with the acquirer’s support.
    • Where the company sees issues it can develop a recommended set of actions that will avoid pain – particularly where its systems are more developed than those of the acquirer.
  • Reconstruct the acquirer’s motivations for the acquisition.
    • Was their objective synergy or portfolio diversification? If it was a synergy play, then more structure and integration are needed.
    • From observed behavior, it looks more like it was a portfolio diversification strategy. In this case they will expect the company to continue to perform as a quasi-independent structure, but under their umbrella.
    • Given this, where do possible market synergies between the companies exist? Look for these and develop mutually beneficial alternatives.
  • The CEO feels a responsibility to his company’s staff, assisting them to be more comfortable within the current situation.
    • If the analysis of the acquirer’s motivations rings true, then share this with the company’s staff. If this is the case then they should not be seeking a lead from the acquirer but should concentrate on maintaining what company has done well over the years.
  • What options are available for CEO?
    • It is possible to maintain status quo. The company is getting new business and performing well.
    • On the other hand, if the CEO is acting in the leadership role with decreasing focus and interest, this will not bode well for the organization or staff.
    • In the latter case, set a timeline and date for departure. This can be some time out but should be comfortable for the CEO.
    • Communicate this timeline to acquirer and when the time is right offer to help look for a successor.

[like]

Should You Sell or Buy Another Company? Six Thoughts

Situation: A founder CEO is faced with two options – either selling his company or buying a complimentary company. The acquisition would fulfill his dream as CEO, but he is concerned both about the synergy between the two entities and his ability to manage the combined company. Should he sell, or buy the other company?

Advice from the CEOs:

  • Given these concerns approach the purchase opportunity skeptically. Be more prepared to say no than yes.
  • In evaluating his ability to run a larger operation, the CEO should objectively assess his own abilities.
    • A good CEO is not a Superman. A good CEO creates a viable business model and vision and hires a good team to bring that model to reality.
    • Consider past accomplishments. In an industry where nobody makes money the CEO has created a business model that is sustainable, highly profitable, and technically superior. The only thing lacking is size in terms of revenue.
    • The new opportunity – on the right terms – can launch the company from dominance in a niche to dominance in a significantly larger industry.
  • Assess the new opportunity both as a technical and cultural match. If there is a good cultural match:
    • Fewer things must go right to add value.
    • The purchase provides a channel to a larger market.
    • The acquisition will rapidly speed company growth.
    • The biggest concern will be the time to manage both entities.
  • The most important factor will be the chemistry between the two company teams. If the chemistry is good, the combination offers reasonable assurance that the two teams will complement each other.
  • Look at the purchase as an opportunity to build a win-win with enduring value.
  • In considering outside investors to support the acquisition, be cautious about financial partners and the conditions behind each financing option.

[like]

How Do You Boost Shareholder Value and Liquidity? Five Ideas

Situation:  A company wants to create a liquidity event every 3-5 years. The objective is to increase shareholder value and also create opportunity for employees. How do you boost shareholder value and liquidity?

Advice from the CEOs:

  • What are the important considerations in evaluating different options?
    • Seek partners or investors with whom you have synergy and who will improve business prospects. There must be more than just their ability to provide cash.
    • What is the role of key management and employees post deal? For how long?
    • Are there timing aspects that help to maximize your own valuation? For example, if your business is cyclical, is there a time of the year when the financial picture is optimal?
    • As you evaluate alternative deals, evaluate the M&A fees around each option. Could these funds be used differently with greater impact on liquidity?
  • Technology spinoffs can increase liquidity while keeping the core company whole. Jack Stack describes this process in The Great Game of Business. This is also simpler and cleaner than many collaboration options.
  • Considering collaborating with or purchasing a complimentary company with an office in a desirable geography.
    • If an opportunity appears synergistic, dig to find the depth and value of the synergies.
    • Consider timing options. Are there prerequisites which will increase probability of success?
  • Roll-ups are doable but risky. It is hard to find examples that work. Challenges often come from of cultural issues and lack of compatibility.
  • Look at the experience of similar companies as benchmarks for what you might anticipate from various options.

[like]

How Do You Select The Right Strategic Partner? Three Guidelines

Interview with Jim Soss, CEO, Red Aril

Situation: A rapidly growing company is expanding both in its primary market and into new verticals. A number of companies are interested in strategic partnerships. How do you select the right partner in the right space?

Advice:

  • At the end of the day it’s about a connection with the partner which extends across both organizations.
    • Look for cultural synergy with the other company. Do your and their managers and employees “click” or are they oil and water? This is a gut assessment.
    • Is the quality of people in both companies complimentary? Is there similar drive for quality and attention to detail?
    • Will technical integration be smooth? Are systems complimentary? At a minimum are there the right skills on both sides so that this won’t hinder the project.
    • Are sales and marketing approaches compatible? Will teams be able to work together? What about other departments?
  • You need to have strategic commitment across both organizations.
    • Partnerships don’t work if there is only alignment at the top. Executives can’t shove a new opportunity down the throats of those who report to them. There must be excitement about the opportunity across both sides of the partnership.
    • There must be complimentary competencies, capabilities and commitment.
    • Is there a clear understanding of the goals and objectives succeed?
    • Reward structures and incentives must be aligned down through the two parties. Conflicts will lead to struggles.
  • There must be a strategic alignment between the two organizations so that both see the partnership as complementing their broader strategic plans.
    • There must be a fundamental strategic win-win. The venture must be seen by each party as core to their business, plans and results. If this isn’t present, the collaboration can be drowned when a better opportunity that comes along.
    • Look for some gauge that the partnership is as important to the other party as it is to you. What other partners do they have? Is the size of the opportunity enough so that you are assured of their ongoing attention?

You can contact Jim Soss at [email protected]

Key Words: Partner, Partnership, Connection, Culture, Synergy, Quality, Integration, Systems, Complimentary, Commitment, Alignment, Capabilities, Rewards, Incentives, Strategic Plan

[like]