What’s Ahead for the M&A Market in 2012 and Beyond? - Webinar Recap

Jan 17, 2012 - by Joel Lessem

Today we enjoyed an in-depth outlook of the M&A Market in 2012  with Dennis Roberts, author, Chairman and CEO at The McLean Group. His insights into how cross-border deals, technology, healthcare and an aging baby boomer population are affecting the M&A landscape, were invaluable.

Dennis spoke to the impact of new technologies on business, citing that 40% of S&P 500 companies were not there 10 years ago. He also discussed how an aging baby boomer population has accelerated growth in healthcare, pharma and biotech. He also referenced specific data related to the last year, revealing that in 2011,  one in three M&A transactions in the U.S. were cross border deals.

M&A Master Class Series - Part 4 Recap

Dec 9, 2011 - by Joel Lessem

Today we enjoyed our fourth collaborative Master Class with Andrew J. Sherman, author and Partner at Jones Day.  He led us through his best practices to ensure success in post-close integration with a Buy-Side perspective of M&A.

Andrew spoke to the challenges in post-close integration. Citing at KPMG survey, Sherman agreed that cultural and people issues present the biggest challenge during the post deal period. He also referenced specific data points related to post-deal integration, citing a Deloitte survey Sherman highlighted that although the desired outcome of integration may be to rapidly capture cost & revenue, synergies were not achieved in 70% of cases.

The news wasn't all bad though, Andrew provided tips, tricks and checklists for retaining key employees, overcoming cultural issues, establishing a transition team and more.

M&A Master Class Series - Part 3 Recap

Nov 18, 2011 - by Joel Lessem

Today, we once again enjoyed our third collaborative Master Class with Andrew J. Sherman, author and Partner at Jones Day.  He led us through his due diligence best practices and pitfalls with a Buy-Side perspective of M&A.

Andrew likened the due diligence process in M&A to dating, "Some people like to disclose everything on a first date, most of us reveal information about ourselves on a phased basis as we get to know the other party. The due diligence process in M&A is more akin to that, as long as you're not witholding information that would change the nature of the transaction." Transparency and openness are keys to conducting successful due diligence. Sherman added that, "Those who are successful in due diligence leave their ego at the door."

M&A Master Class Series - Part 2 Recap

Oct 20, 2011 - by Joel Lessem

Today, we once again enjoyed an enthusiastic and collaborative session with Andrew J. Sherman, author and Partner at Jones Day.  He took us through the Buy-Side perspective of M&A and focused on how to qualify your seller and uncover hidden value.

Building on his weather forecast in Part 1 of the series, Andrew alluded to the clouds parting for M&A in 2012.  Using a bullhorn he gave the call to action to Buyers, “Attention K-mart shoppers – deals to be had!”  Companies are sitting on $2.5 trillion and this value will be flowing back into the markets. Buyers need to be prepared to capitalize on the buyer’s market that currently exists but not to rush into acquisitions.  Vigilant due diligence is crucial.

4 Tips on Closing a Buyer

Oct 7, 2011 - by Joel Lessem

I have spoken to many entrepreneurs and intermediaries.  Some of my peers in my CEO circle who are approached by a potential acquirer, are at times more focused on “what’s in it for me” versus their buyer’s mindset.  

Bottom line is first you need to qualify your buyer.  Once you’re satisfied you need to make sure you’re easy to deal with.  This should not be a tug of war.  It’s a courtship ending in a marriage! 

M&A market activity and trends

Jul 12, 2011 - by Ken Marlin

Marlin & Associates has issued our July 2011 Market Update. As you will see, it provides our sense of M&A values, activity and trends for the dozen plus technology, information and healthcare sectors that we follow. 

Click here for our Market Update.

M&A due diligence: when to negotiate warranties against potential blind spots

Jul 7, 2011 - by István Préda

Cat and mouse warranties
The extent and scope of warranties is one of the trickiest negotiation areas in selling or buying a private company. The buyer wants to make sure that the financial statements were true and fair and it had received all relevant information for his investment decision on closing, while the seller is afraid warranties will allow the buyer to claw back part of the purchase price after the deal. The most important areas to seek warranties are: the valuation of assets, off balance sheet items, related party transactions, pending litigations and potential tax liabilities.

Tips on legal due diligence for debt free cash free valuations

Jun 30, 2011 - by András Lendvai

Enterprise Value and Contractual Purchase Price – Debt Free Cash Free Valuation

The valuation of the target company is a substantial element of any given acquisition transaction. This article showcases the DFCF (debt free cash free) standard for enterprise valuation and the issues raised in the context of transaction contracts. The DFCF valuation is a calculation that ignores how the target company’s business is funded. The DFCF valuation shows the value of the company without accounting for the net cash or net debt held by the company, either on average during the year, or at closing.

M&A Deal Value up 39% this year

Jun 23, 2011 - by Joel Lessem

M&A activity in the US continued to pick up pace in the first half of 2011 and is expected to pick up steadily during the second half of the year, according to the PwC US Mid-Year M&A Outlook 2011.  The PwC report reviewed the last 12 months, and insights I took from it aligned well with a recent analysis by Firmex that reviewed the last 24 months of Data room usage and 2011 M&A trends. Our report showed a 43% growth in data room usage by M&A advisory firms, which is a good leading indicator for future M&A deals over the next six months.

How energy and mining firms are using data rooms to drive growth

Jun 15, 2011 - by Aaron Booth

With long term demand for energy and base metals increasing worldwide, energy and mining companies are looking for innovative ways to grow at a time of economic uncertainty.  From M&A transactions to attracting new capital, many firms are using data rooms to coordinate discussions with potential partners and investors across the world.

To better manage M&A deals and attract financing in innovative ways, leading energy and mining firms are using data rooms to share confidential documents like contract drafts, engineering drawings, and site photos.  A properly configured data room plays a key role in coordinating secure communication across internal and external stakeholders such as board members, financers, bidders, accountants, and lawyers. 

We asked our energy and mining clients to tell us about emerging trends in their industry, and how they are using virtual data rooms beyond the more traditional uses of M&A deals and corporate financing applications: