Mergers and acquisitions (M&A) have become a major part of the modern corporate landscape. Under this process, two businesses will either combine to form a single entity (merger) or one will purchase the other (acquisition) and, typically, take over its operations.
With startup culture thriving and businesses needing to think on their feet to stay afloat in the changing financial landscape, the thought of absorbing a potential competitor or bringing in a new asset to revitalize operations is more appealing than ever. A dataroom can be a secure and highly useful solution to support all M&A transactions.
In fact, 2015 and 2016 were the biggest years ever for major M&A transaction acquirers and post-merger integration. The tech industry, in particular, is a focus for M&A activity, but it’s not the only arena in which this can be a smart strategy. Learn more about what companies considering either a merger of assets or an acquisition need to contend with in the digital age.
New Challenges Posted By Digital Acquisition
Digital acquisitions are a driving factor in the prevalence of M&A transactions across the globe, but there have been some notable failures in this arena in the past. Most startups are created with the end goal of being acquired by new parent firms that can boost the brand and provide access to new resources for the continuation of successful innovation.
But not all corporate parents are ready for this kind of responsibility. There are many legal and financial factors to consider in the M&A process, but when it comes to digital businesses, there are a few additional elements to watch out for.
Corporate Culture Differences
Digital businesses operate differently than what most seasoned businessmen and women are used to seeing, and it’s driving major corporate culture changes that pose major challenges for acquiring companies.
From flexible work arrangements to relaxed leadership structures and a focus on innovation over the status quo, tech company employees are often used to management and office environment styles that are much different from what their new bosses are ready to present.
But tech companies often build a culture around the service they provide, meaning their users come to expect a certain ethos and style from the products they love. Sometimes, there’s not enough attention paid to the unique, intangible factors behind a tech company’s success. Initial valuation doesn’t tell the whole story. For example, Condé Nast acquired Reddit in 2006, but its plans for the site weren’t initially clear.
After a couple of years, it became obvious that Condé Nast and its parent company, Advance Publications, simply didn’t know what to do with the Reddit brand. The old-school publication approach wasn’t going to work well with the Wild West style Reddit thrives on.
Reddit was never going to be able to successfully rebrand as a straightforward online publication and it didn’t take long for Advance Publications to cut Reddit loss and restore its independence. However, rather than selling Reddit off entirely, Advance Publications remains a majority shareholder in the company, making its initial investment a bit more worthwhile.
Reddit’s original founders took back over and are steering the site (relatively) smoothly into the future. Replicating the original success of some of these companies’ founders isn’t always an easy prospect, especially if the acquiring company doesn’t have a deep, organic understanding of what the product is all about.
Plans For Integration And Improvement
Ideally, a tech merger or acquisition will benefit both the buyer and the seller in the long term, not just in the temporary sense of jumping stock prices and a sky-high sell out the payday. Companies that buy tech startups really need to think carefully about how they’re going to integrate this new technology into their existing approach and how they can improve this new technology even more.
Very few tech companies are sold having reached their full potential. Arguably, no tech company will ever truly reach its full potential since there’s so much room to innovate and grow in this area. So the acquiring organization needs to have a game plan in place to justify the purchase and ensure it’ll pay off in the long run. Often, it seems that corporate acquisitions are motivated by a certain degree of cluelessness.
There are a few high-profile examples of this. Fox’s 2006 purchase of MySpace, for example, couldn’t have been more ill timed or poorly managed. Right as Facebook was starting to rise, Fox bought MySpace and made a strange attempt to repurpose the social media site into a music-focused portal, but the shift was abrupt and, most importantly, wasn’t really responding to any particular demonstrated need.
It was a clumsy attempt to leverage one of the more successful elements of MySpace, independent music discovery, into a more profitable model, and it failed miserably. Plus, there didn’t seem to be much, if any, investment in improving the MySpace user experience, which left the stalwart social network vulnerable to the challenge posed by upstart Facebook’s streamlined design. Five years later, Fox sold MySpace for a massive loss. Fox just wasn’t ready to do what needed to be done to make MySpace enduringly successful.
Realistic Cost/Benefit Analysis
Both of these factors point to a broader issue: how will the acquiring company benefit from the presence of this new brand? Due diligence is different on this new frontier. Most tech startups aren’t yet profitable at the time they’re acquired.
The acquisition itself is considered the necessary step in that brand’s road to financial success. Valuation numbers can appear sky-high and a buyer that isn’t savvy enough to really understand tech may think that valuation tells the whole story. But it doesn’t.
To successfully integrate a valuable new entity into the fold, the acquiring organization needs to carefully determine how this new tech product will actually bring in revenue. There needs to be a plan in place for helping the digital asset reach its full potential. Simply acquiring a digital company isn’t going to suddenly transform everything.
The acquiring organization has to have a specific reason why this particular entity is a good fit for their mission and needs to be prepared to nurture their new acquisition immediately following the sale and in the future. Post-merger integration isn’t an organic process but a deliberate, well-organized effort. If a corporate parent can’t think of a way to integrate the new brand, chances are they won’t benefit from the purchase very much, if at all.
Why Do M&As Fail?
We’ve just given some examples of failed (or nearly failed) M&A efforts in the tech space, but this isn’t the only area where an acquiring parent can succumb to blind spots and bad analysis. There isn’t a single reason why a merger or acquisition fails; each one presents its own case. However, there are some consistent factors. As indicated above, a failure to properly plan and consider what the new brand will do can really do a lot of damage.
Simply seeing that an entity is successful on its own does not provide sufficient evidence that that entity will continue to succeed once acquired or merged. There are examples in other industries of a company that overestimates the value a new asset can add. For example, in the pharmaceutical industry, Teva Pharmaceuticals’ purchase of Allergan’s generics business resulted in claims of gross overpayment from both investors and financial analysts.
There are a few reasons why the deal was thought to have failed before it even went through. For one, Teva was somewhat desperately chasing a solution to the potential revenue gap caused by the patent expiration of its most expensive branded medication. But there were also external factors in play, including the prolonged scrutiny from US and EU government regulators responding to growing public anger over drug prices.
This isn’t to say that the acquisition can’t pay off for Teva in the long run. But the ball was already rolling, the deal in progress, when external factors arose to make the deal seem less beneficial. Depending on who you ask, it could be argued that Teva didn’t really have a way of seeing what was coming when they pursued this option. As with all business activities, M&A is a calculated risk.
The key is to actually perform those calculations before taking the risk rather than diving in headfirst without really analyzing all potential outcomes. Focusing on the human element, both in terms of the people who make up the newly combined organization and the consumers who will respond, is an essential part of the process. Numbers alone can’t tell the whole story.
The Current And Future M&A Landscape
There have been a few notable M&A events in 2017 that indicate just how much businesses can benefit from either merging with or acquiring (or being acquired by) another organization. One of the most notable is Amazon’s $15 billion acquisition of Whole Foods, signaling that the e-commerce giant credited with destroying retail may realize that in-person purchases remain highly appealing for many consumers.
Amazon’s exact intentions remain a mystery, but it’s safe to say they wouldn’t have spent such a massive sum on an uncertain strategy. Some companies have used M&A as a strategy to sidestep the traditional IPO process, which is exactly what Purple Mattress did in the summer of 2017.
Direct-to-consumer mattress sales are big business and Purple actually merged with a publicly traded shell corporation, which instantly gives Purple public status and secured the mattress manufacturer a $1.1 billion valuation overnight.
Another 2017 M&A, this time the acquisition of a startup, MindMeld, by an established industry leader, Cisco, highlights one reason why M&As have become so common. MindMeld is an AI startup that built a conversation-monitoring bot that can interject useful information in the midst of a conversation.
Their initial use case involved running the program in the background on a mobile device at all times so user conversations could be annotated and supplemented with information. The problem? Not many people are interested in having their private conversations tracked in this manner. But Cisco can certainly make use of this tool to supplement their corporate communications technology.
On its own, MindMeld likely wouldn’t have found its market, but as part of Cisco, it’s got a clear and sensible purpose. Tech is by far the hottest sector for M&A activity; as a whole, tech, media and telecommunications (TMT) made up the lion’s share of deals reflected in Deloitte’s 2017 M&A index.
There’s no reason to assume this won’t continue, especially as startups continue to receive the necessary funding to develop technologies that will be highly appealing to potential parent companies looking for a way to secure relevancy in the coming years.
Startups can continue to expect some sort of corporate interest from large, established companies, though whether this will level out as more and more companies realize they’re not making the best long-term investments remains to be seen.
Healthcare may also be a sector to watch and not just in the space where it overlaps with tech. However, an uncertain legal landscape surrounding the industry in both the US and the EU may lead to more potential disasters like Teva/Allergan. Retail is also an interesting industry for M&A. Will Amazon/Whole Foods go bust or will it result in the retail apocalypse some are predicting?
We’re currently living through a major M&A boom and it’s hard to know what the future holds. It could be that this is just the way it is now, but antitrust watchdogs and competition advocates might not be too happy to see small enterprises slowly get absorbed by larger entities.
2016 did see a slight dip in M&A activity from 2015, but that may have been a result of the wild uncertainty associated with politics and finance last year. This year isn’t necessarily more stable, but it could be that organizations have adjusted sufficiently to bounce back to previous highs. Even if 2017 doesn’t match or top the two previous years, it’s clear that there’s still a lot of interest in M&A. Acting on that interest could be the right move.