Preserving and Creating Value for Target Companies in M&A
During the M&A cycle, we have observed that the likelihood of value creation for the acquirer and emerging NewCo is proportional to the level of involvement of the target company in deal strategy and integration planning. In this paper by FTI Consulting, the authors explore the major obstacles to value creation in an acquisition and how the increased involvement of the target company might mitigate those risks.
The typical M&A process nearsightedness M&A deals are usually initiated by the acquirer, with targets initiating only about 35% of deals.¹ The buy side typically has strategy, operations, legal and financial advisers, whereas the sell side usually has minimal involvement from non-financial or legal advisers. There is evidence to support that sell-side initiated deals generate less value for their shareholders compared to the buy-side. Buy-side generated deals present higher returns by different measures. For example: — The average bid premium² is higher in buyer-initiated deals than in target-initiated deals.
The excess deal value to EBITDA multiple³ averages 90% in bidder-initiated deals, vs. only 35% in target initiated deals.⁴ In addition, studies show that between 70% and 90% of acquisitions lead to value destruction for the acquiring shareholders.⁵ A pressing but addressable cause of value destruction in M&A transactions stems from excluding the target company’s operating model during the integration process. The typical M&A approach (where the target company’s C-suite has little involvement in the target operating model definition post-acquisition) often undermines deal value creation by:
Accelerating loss of key talent at the target company across all deal phases due to employment uncertainties;
B. Misunderstanding the target company’s differentiators and drivers of success (know-how, technologies, policies and procedures, biased target operating model design); and
C. Overlooking target company executives’ approach in building a bottom-up, inside-out support for growth/ cost synergies to enrich the acquirer’s business case.
For the full report by FTI Consulting, we've attached below for your reading pleasure:
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