Merger & acquisition transactions are typically larger and more complex than purchases or sales of main street businesses and often involve stock rather than assets. Sometimes stock is exchanged for stock. Public company Mergers & Acquisitions are usually handled by the largest investment banks and often involve billions of dollars.
However, many privately owned mid-market companies and even some very small entities are bought and sold via the typical M & A process. More than size alone, the ideal M & A acquisition candidate often has a unique market position and a more complex structure than a typical main street business. They may have a special product, service or strategy that is protected by patents, copyrights, trademarks or other methods. They may have high growth rates and generally have professional management, strong control systems and audited financials.
These types of businesses are attractive to both financial buyers and strategic buyers. Financial buyers are usually individuals or private equity groups who have no desire to actually run the business- they are seeking an adequate return on their investment. Strategic buyers are often other companies in the same or similar business. They desire to make an acquisition to effect synergies and enhance their existing business. Ideal motivations include adding complementary product lines, entering new markets, reducing costs, or gaining new distribution channels. Because such synergies can dramatically enhance the value of its own business, strategic buyers almost always pay the highest price and structure the best deal terms for an acquisition candidate.
A thorough understanding of the process, the company and the synergistic potential are a crucial first step in the divestiture of such a business. The M & A professional must conduct a comprehensive evaluation of the business including financials, management, the market, competition and entry barriers, and unique attributes. The result is a confidential information memorandum which is prepared with the help of the M & A professional, but is the property and responsibility of the client company. The memorandum is targeted to both financial and strategic buyers who are most likely to have genuine interest in the subject company. Interest is generated, meetings are scheduled, site visits follow and the process unfolds. The goal of the M & A professional is to generate substantial interest and multiple offers. This controlled auction process leads to the best price and deal terms for the client company.
The M & A professional plays a crucial role in negotiating the offers, advising the client and working to effect a letter of intent with the best acquirer. The letter of intent sets forth the price and other terms of the deal subject to complete satisfactory due diligence by the acquirer. During the ensuing due diligence process the M & A professional's primary focus is to act as a facilitator, help resolve issues and problems and generally help the deal progress without undue disruption to the client's business. Renegotiations often occur and not all transactions close, but with the help and diligence of a talented M & A professional most do.
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