The merger and acquisition (M&A) process is a blend of activities that involves strategy, evaluation, negotiation, and the combining of corporate assets with the goal of preserving and building business value. As IT professionals, we focus primarily on due diligence and integration, but there are other important reasons for us to be involved throughout the M&A process.
To better understand the M&A process, let’s review the phases and activities associated with a typical transaction:
Within each phase of the M&A process, an opportunity exists for IT to add value. The following phase summaries illustrate how these opportunities can be fulfilled:
Phase 1 – M&A strategy
Developing a successful M&A strategy compels the acquiring firm to ask itself several questions, such as:
What business are we in?
What is the scope of our business?
What is the overall direction that our business intends to take toward its market?
Once these questions have been answered, M&A strategy becomes an extension of the enterprise strategy because it furthers the overall goals and objectives of the business. Participation by the senior IT executive in these strategy discussions will be very helpful when its time to formulate a plan for IT due diligence and integration.
Phase 2 – Target screening
The target firm screening process begins by appointing a search team to identify and screen potential target firms. Having identified potential acquisition targets, the team then assesses how well and to what extent the targets meet the acquisition criteria.
The next step is to schedule a meeting where the parties can discuss a possible M&A transaction. If they agree to move forward, a confidentiality agreement that protects both parties is executed. This sets the stage for the due diligence phase.
The Target Screening phase provides an excellent opportunity for the acquiring firm’s IT leaders to plan the scope and depth of IT due diligence and identify the IT due diligence team members.
Phase 3 – Due diligence
The due diligence phase involves investigating, evaluating, and assessing the target company in as much detail as possible prior to finalizing the deal agreement.
During the due diligence phase the M&A IT due diligence team should identify IT assets at the target firm that offer extraordinary value, along with those components that represent significant risk–particularly integration risks.
Upon conclusion of the due diligence phase, the findings are reviewed by the M&A executive committee and the various integration leaders and committees. During this review, attention is given to any risks or other issues that would be considered “show-stoppers” to going forward with the deal. The due diligence findings are also used to define negotiating terms, offering price, and integration issues.
Phase 4 – Transaction execution
Transaction execution begins with developing a valuation for the target firm. Once a valuation has been developed, negotiations ensue regarding the valuation, role of the target firm’s senior managers in the combined entity, and other operational, cultural, and legal issues surrounding the deal.
The transaction execution phase provides an excellent opportunity to begin planning for the IT integration challenges that lie ahead.
Phase 5 – Integration
The final phase is planning and executing the integration of the two firms. Answers to questions such as how much to integrate, how fast to integrate, what approach to take, how to protect customers and employees, how to maintain daily operations, and how to communicate integration plans and progress are addressed. Integration–particularly IT integration–is crucial to transaction success.
In my next post I’ll discuss some of the things that can go wrong in the IT area during an M&A transaction.
Dewey E. Ray has spent over 30 years in the IT field in a variety of technical, consulting, and managerial roles. Beginning as a FORTRAN programmer on IBM and Control Data mainframes, his early IT jobs included designing, programming, and implementing a variety of applications and systems. As the IT field evolved, so did his interests, and in the ensuing years Mr. Ray became an internet and enterprise architecture specialist, while leading several IT consulting practices focused on e-business and distributed system architecture design. His position titles have included Programmer, Systems Analyst, Systems Manager, Senior Systems Engineer, Region Technical Marketing Manager, Principal Consultant, Practice Director, Chief Technology Officer, Chief Information Officer, and Trainer.
In addition to his IT roles, his work experience also includes M&A buy-side and sell-side IT due diligence and integration. He is the author of The IT Professional's Merger and Acquisition Handbook -- the first handbook devoted exclusively to merger and acquisition issues facing the information technology professional.
Mr. Ray owns an IT consulting and training firm located in Alpharetta, GA and is an active member of several M&A and information technology societies. He holds a Bachelor of Science degree in Business from Auburn University.
The opinions expressed in this blog are those of Dewey E. Ray and do not necessarily represent those of IDG Communications, Inc., its parent, subsidiary or affiliated companies.