M&A a practical view

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The Good the Bad and the Ugly of M&A
I feel very there is something wrong when I read that entrepreneurial success is measured by how quickly a start-up can sell or exit his venture.

"If you buy a company that doesn't fit into your strategy, you — as a company — may suffer from reverse multiple arbitrage since investors will no longer be able to identify your true brand or mission." – Stenning Schueppert in Corporate Development M&A Network Activity Update

VMI ventures acquired 20 mostly broken businesses over the past 25 years, we achieved a 70% success rate in developing these companies and unlocking value by entering into sales and M&A transactions. We have favoured unique technology and business processes and found that matching business cultures and values were the most important success drivers. Our biggest failures occurred when we did not take the stakeholders (perception) into account. The biggest risk transactions were those where we fell into the synergy trap assuming smooth integration. Some of these transaction resulted in listings on the JSE, having to manage public anticipation is very challenging and can best be achieved by being very transparent, not over promising and embarking on a media management program.
Entrepreneurs are by definition risk takers, endeavours to bump and dump is opportunistic and short sighted. Financial reward cannot be engineered and should be seen as the function of sustainable dynamic business efforts. Focus on your business and how it will address a need, establish the business culture with a clear definitions of your values, collaboration tactics and growth strategies. By running a proficient company and not focussing on 'exit' is the best manner to unlock value! 
Many business owners choose selling the company as their chosen exit strategy. The position that all owners want to be in is that they are selling not because they need to, but because they want to, and it is on their terms.
There is one bad reason for selling a business: namely when one is forced to sell, because the business is slowly dying, burning cash or can no longer cover its liabilities or debts, in other word going nowhere very fast.
We have experienced with the due diligence process that although there are logic generic frameworks each situation should be addressed as a unique investigation with an open minded approach. Post transaction follow up and collaboration working the assumptions and findings are very important for sustainable integration and transaction success. The ugly in M&A is when a DD is manipulated and the transaction forced because of subjective ambitions by role players.
It is worth noting that numerous businesses disposed of for a good sum have then been later sold on for a princely profit again, because the previous owner had not been aware, or overlooked, what the business could have achieved in the long run. The incoming entrepreneur has new eyes and can see objectively, rather than subjectively. That is why it is important to understand what a company is fully capable of achieving when planning to sell. 
Is your Brand adding enterprise value or is it a negative contributor? Your Brand is the mirror of the business persona. A business owner often has an emotional subjective view of the way they have built and run the business; external advisor should have an impartial objective view of the business and what it can really be capable of achieving.
If selling to an investor, it is important to be aware that they will very often tie the purchase into an equity share of the business being retained for a two-year period. This is done to ensure that the exiting business owner and their experience will help develop the business potential that is being sold, as well as covering the bets.

If, for example, the business does not perform to the buyer's expectations, a clause may exist to ensure that the equity payment is not made two years later. This scenario occurs with some frequency and sees business owners, which have built up a company, witness it being slowly run into the ground by money-minded-investors, who exert strict controls that adversely influence the running of the business. On the other hand this discourage bump and dump i.e. the business has not reached proven traction and the vendor has not done the hard yards in establishing a viable and sustainable entity and is focus on exit as a manner in which to make quick money.
Golden tip; conduct a thorough due diligence on your corporate advisor. Do an investigation of their successes, don't be their stepping stone they are at the end of the day not a long term party to the post M&A business unit.
 



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