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Plenary session: “The Role of Support Services in the Business Transfer Process”Services in the Business Transfer Process
14.15-15.30, 19 May, 2009
Jean Marie Catabelle President CRA (FRANCE)Jean-Marie Catabelle, President, CRA (FRANCE)
Christopher Kummer, President, The Institute of Mergers, Acquisitions and Alliances (IMAA) (SWITZERLAND- AUSTRIA)and Alliances (IMAA) (SWITZERLAND AUSTRIA)
Jean-Pierre Di Bartolomeo, Chairman of the Board of Directors, Sowaccess (BELGIUM)
Laurent Weerts, Managing Director, Institut de l'Entreprise Familiale (Family Business Institute), Partner, Deloitte (BELGIUM)
Yannick Hoche, Expert in business transfer, Agence pour la Création d’Entreprises (APCE) (FRANCE)
Lex Van Teeffelen, Programmanager Consultancy - Researchleader Business Transfers, Hogeschool Utrecht, Knowlegde Center Innovation in Business, Faculty of Economics and Management (THE NETHERLANDS), y g ( )
Plenary session: “The Role of Support Services in the Business Transfer Process”Services in the Business Transfer Process
14.15-15.30, 19 May, 2009
Keynote speech by Christopher Kummer, President, The Institute f M A i iti d Alli (IMAA) of Mergers, Acquisitions and Alliances (IMAA)
(SWITZERLAND- AUSTRIA)
The Role of Support Services in the Business Transfer Processthe Business Transfer Process
Adj. Prof. Dr. Christopher KKummer
ContentsContents
The E opean Ma ket of SME Me ge s • The European Market of SME Mergers & Acquisitions
• A holistic view on the M&A Process• The complexity in deal situations –The complexity in deal situations
The different types of advisors and their rolestheir roles
• The challenges of giving and taking d i i SME d ladvice in SME deals
THE EUROPEAN MARKETTHE EUROPEAN MARKETOF SME MERGERS & OF SME MERGERS &
ACQUISITIONS
Mergers & Acquisitions by European SME as Acquiror
800
1000
10 000
12.000
14.000
UR)
400
600
6.000
8.000
10.000
e (in
bil. EU
Num
ber
0
200
0
2.000
4.000
Value
199519961997199819992000200120022003200420052006200720082009*2009f
N b V l1995-2008:• 120,000 deals with• 5,400 bil. EUR
* 2009 as of 16 May 2009; Source: Thomson Financial, IMAA analysis
Number Value
This year in comparison to 2008:• number of deals: -25%• value of deals: -55%.
Mergers & Acquisitions by European SME as Acquiror
70.00080.00090.000100.000
800
1.000
1.200
EUR)
30.00040.00050.00060.00070.000
400
600
800
ue (in mil.
Num
ber
010.00020.000
0
200
Ja M M Ju Se N Ja M M
Valu
an 08
Mar 08
May 08
ul 08
ep 08
Nov 08
an 09
Mar 09
May 09f
Number Value
* as of 16 May 2009; Source: Thomson Financial, IMAA analysis
This May in comparison to May 2008:• number of deals: -35%
Number Value
• value of deals: -72%.
A HOLISTIC VIEW ON THEA HOLISTIC VIEW ON THEM&A PROCESSM&A PROCESS
A Holistic View on the Mergers & Acquisitions process
Corporate Identification Evaluation
Due Diligence
Negotiationsand Closing
Strategy of Targets Evaluation
Integration
THE COMPLEXITY IN DEAL THE COMPLEXITY IN DEAL SITUATIONS –SITUATIONS
THE DIFFERENT TYPES OF ADVISORS AND THEIR
ROLESROLES
M&A process: Advisors can be described in terms of their roles, tasks or their type of firm
1
Role• e.g. financial, legal, accounting,
tax
1
Role
1
Task• e.g. preparation of information
memorandum communication with
2
Advisors23 Type
memorandum, communication with transaction partners
3
TaskType
23 Type• e.g. investment bank, accounting
firm, law firm, in-house department, management consultant
3
M&A process: The number and type of advisors involved depends mainly on the complexity of the involved depends mainly on the complexity of the
transaction
T i l l i b id M&A it ti
Financial advisorL l d i
Typical roles in a buy-side M&A situation
• Value, price• Transaction structure• Financing
Project
Legal advisor• Due diligence• Transaction
structure Project management• Coordination• Communication
• Legal documentation
• Competition law Potential purchaser
Accounting & tax Strategic advisor• Market analysis
purchaser(Principal)
Senior advisor• Target identification• Contacts• Intelligence gathering
gadvisor• Due diligence• Tax structuring
• Target identification
• Synergies
• Intelligence gathering
M&A process: The number and type of advisors involved depends mainly on the complexity of the involved depends mainly on the complexity of the
transaction
T i l l i ll id M&A it tiFinancial advisor• Value, price• Transaction structure
Typical roles in a sell-side M&A situation
Legal advisor • Transaction structure• Selling documents
Project t
Legal advisor• Vendor due
diligence• Transaction
structure management• Coordination• Communication
Seller
structure• Legal
documentation• Competition law
Accounting & tax advisor
Strategic advisor• Separation issues
(Principal)
Senior advisor• Buyer identification• Contacts• Intelligence gathering
advisor• Vendor due
diligence• Tax structuring
• Separation issues• Buyer
identification
• Intelligence gathering
M&A process:Key tasks of a financial advisor (1)
I t t b k ti fi t lt t t
Value, price Preparation and/or analysis of financial projections
Investment bank, accounting firm, management consultant, corporate development dept.
Value, price • Preparation and/or analysis of financial projections• Company valuation• Advice on capital markets environment• Tactical advice on pricing• Negotiation (or negotiation assistance)
Transaction structure
• Communication of price (e.g. offer document, fairness opinion, board documents)
• Evaluation of alternative solutions to M&A• Scope of the transaction
T f t ti ( i ff ti i t l t d l h d l)• Type of transaction (e.g. spin-off, auction, private sale; asset deal, share deal)• Type and timing of consideration (cash, shares; earn-out)• Definition of a reference point for price during the negotiations• Advice on key commercial and contractual terms
Fi i Financing / use of proceeds
• Access to the financial markets• Coordination of external financing• Optimizing the financing structure• Currency hedging• Investment of proceeds• Investment of proceeds
M&A process:
Investment bank accounting firm management consultant corporate
Key tasks of a financial advisor (2)
Selling • Gathering of information on the target
Investment bank, accounting firm, management consultant, corporate development dept.
Selling documents
Gathering of information on the target• Preparation of selling documents (teaser, information memorandum)• Preparation of management presentation• Briefing of target management for Q&A sessions
M&A process:Key tasks of a project manager
I t t b k t lt t t d l t
Coordinati • Coordination of all parties on the side of the principal
Investment bank, management consultant, corporate development department
Coordination
Coordination of all parties on the side of the principal• Project planning and management• Management of documents and deliverables• Coordination of dataroom and management presentation• Contact management
Communi-cation
• Hand-over to Post Merger Integration team
• Communication to boards and shareholders (investor relations)• Communication with transaction partner(s)• Communication with regulators• Communication with regulators• Communication with management and employees• PR
M&A process:Key tasks of an accounting & tax advisor
A ti fi t fi
(Vendor) • Accounting, commercial and tax due diligence
Accounting firm, tax firm
(Vendor) Due diligence
Accounting, commercial and tax due diligence– Dataroom proceedings– Q&A with transaction partner(s)– Preparation and/or analysis of financial projections
• Audit of financial statements if required and practicable
Tax structuring
• Documentation (e.g. bid document, merger report)
• Optimization of one-off tax effects• Optimization of ongoing tax structure
– Tools: e g domicile of transaction partners asset vs share deal cash – Tools: e.g. domicile of transaction partners, asset vs. share deal, cash vs. stock, timing, price level, purchase price allocation, accounting regime
M&A process:Key tasks of a senior advisor
Target / • Identification of potential targets and acquirers through network of
(Former) board member, "Elder Statesman", independent consultant
Target / buyer identification
Identification of potential targets and acquirers through network of contacts
• Assessment of willingness to make a deal• Assessment of impediments to making a deal (e.g. strategic and financial
status)
Contacts • Access to key decision makers at the potential transaction partner(s)• Access to key regulatory decision makers• Clear showing of commitment to a transaction partner• Clear showing of commitment to a transaction partner
I t lli Up to date kno ledge abo t the M&A ma ket incl ding competing selle s Intelligence gathering
• Up-to-date knowledge about the M&A market, including competing sellers and acquirers
• Knowledge of the current status of an M&A process beyond the official routes
• Assessment of the position of regulators towards a transaction• Assessment of the position of regulators towards a transaction
M&A process:Key tasks of a strategic advisor
Market • In-depth knowledge of market size, market participants and key trends
Management consultant, industry consultant, market research firm
Market analysis
In depth knowledge of market size, market participants and key trends• Market side input for business plan / valuation• Input for strategic rationale of the transaction• Input for key criteria for target or buyer selection• Assessment of supplier, customer and competitor reaction
Synergies • Identification, quantification and timing of synergies and dissynergies• Identification of key implementation risks• Hand-over to post merger integration team• Hand-over to post merger integration team• Execution of post merger integration
S ti Identification of s itable candidates fo di estit eSeparation issues
• Identification of suitable candidates for divestiture• Managing the consequences of a partial divestiture
M&A process:Key tasks of a legal advisor
L fi l l d t t(Vendor) due diligence
• Legal due diligence (incl. contracts, litigation, labor, environmental, property, insurance IP)– Dataroom proceedings
Q&A ith t ti t ( )
Law firm, legal department
diligence
Legal
– Q&A with transaction partner(s)• Identification of key risks• Implications for contract negotiations
• Confidentiality agreementsLegal docu-mentation
• Corporate documentation (e.g. board minutes, corporate actions, setting up NewCos)
• Capital markets documentation (e.g. announcements, prospectuses, filings)
• Contracts (e g sale and purchase agreement financing auxiliary • Contracts (e.g. sale and purchase agreement, financing, auxiliary agreements)
• Regulatory filings• Archiving and ongoing legal relationship (e.g. monitoring of warranties)
C titi • Assessment of merger control implications and filing requirement for the Competition law
Assessment of merger control implications and filing requirement for the potential buyers, for a potential buyer and for competing buyers
• Assessment of timing of merger control processes in various jurisdictions• Management of merger control applications (documentation,
communication, arguments)• Mitigation of adverse impacts
M&A process: Depending on the exact type of transaction other consultants may be needed for transaction, other consultants may be needed for
certain tasks
• IT consultants• Environmental consultantsEnvironmental consultants• HR consultants
b k• Insurance brokers• Surveyors / property consultantsy / p p y• Public relations, investor relations and
PR consultantsPR consultants• Corporate intelligence bureaus
THE CHALLENGES OF THE CHALLENGES OF GIVING AND TAKING GIVING AND TAKING
ADVICE IN SME DEALS
Some Challenges in SME DealsSome Challenges in SME Deals
1) Knowledge about M&A and management capacity
2) People: Founders, owners, …
3) Timing: Too late, too slow or right?
4) Th l f bli t t d l4) The role of public structures and players
5) Risks: Relative importance of M&A investment and deal success
6) Deal structuring vs. financing
7) The quality of advisors and advice in SME deals7) The quality of advisors and advice in SME deals
8) The split of work around M&A