Grow
Given the current
market turmoil this might seem a strange or an overly ambitious time to be
thinking about expansion when there sometimes appears to be barely enough
liquidity to keep going leave alone grow. As for exit; why do it when the
market chatter is all about caution and big discounts to value?
The reason is that
real money - or at least the foundation ideas to make real money – is laid down
in times just like these. Market shocks are a great reminder to all of us of
that great line – the future ain’t what it used to be! But, the smart money is
on those who use this prompt to think the unthinkable – where are we really
going; can I really deliver the promised plan; is my business really sound?
Unless you are getting a resounding “Yes!” from your own conscience and
immediate nodding heads from your senior management colleagues you have got
some thinking to do.
Consider the following
strategic challenges – they should be very familiar to you:-
- I want to grow in my
region or country and have greater scale and presence in selected industry
categories.
- I want to make initial acquisition(s) in Q1
2008 and have a target list by mid November.
- I enjoy success in my current verticals but
want to access new or adjacent ones or acquire in my existing niches
How would you rather spend your days? Fighting
in the trenches and arguing over 25 basis points in the run up to the quarter
end or being brave and fighting on a different level? There are so many distractions
for your competitors who will be focused on day to day issues. These are the
people who are always surprised when a merger or acquisition is announced - how
did they do that, where did that come from, how did they identify that, where
did they find the time?
The answer is of course getting organised,
being brave and just for once, finishing something you started! The key strengths of Invigors advisory team
is being ready and able to guide you through all of these things. The actual
negotiation of an acquisition is relatively straightforward but always gets the
glamour. The secret to success is to make sure you and your company is
organised for success – curiously this applies in equal measure whether you are
the acquirer or the acquired.
The answer isn’t to set up a project team! Generally the optimal organisation framework
has 5 basic elements: Strategy, Operations, HR, IT and Financial. They are all
interlinked but all must follow Strategy. If you get that right the rest is
straightforward. A tactical initiative dressed up as strategy usually costs
money!
There are numerous issues to consider under
each pillar. These include:-
Strategy
- Do you know what you need rather than what you
want?
- Are current threats to your business best answered
by acquisition/alliances?
- What threats remain unanswered?
- Are current targets appropriate, do they
expand existing presence or open new areas?
- Are current targets a good fit for your current
operational model?
Operations
- Can the target be absorbed within your
existing management structure or are additional skills required?
- Will the target’s existing management be
retained?
- Is site consolidation mandatory for an
acquisition; what experience do you have of split site management?
- Where will the acquisition fit within your
company; who will it report to, does additional management capacity exist or
are new senior resources required?
- Can the existing site cope with material
expansion of staff?
- Has the acquisition project manager been
identified, what size project team will be required, what reporting framework
and steering group will be constructed and by when?
IT
- How flexible is your existing IT framework;
does the target have better systems; can they run independently or need
integration – which way?
- Does your IT management have sufficient
experience or bandwidth to support parallel or integrated operations?
Financial
- What financial disciplines or parameters
must be met or have been included within the medium term plan: minimum returns
(ROE, ROEC, ROI, others), what C/I ratios need to be maintained?
- In addition to the Capital acquisition
budget, are appropriate Revenue budgets in place to cover related acquisition
costs for year and 2008?
- What flexibility is acceptable in initial
post acquisition phase, which integration or investment costs can be included
or excluded?
- What timetable exists for medium term planning
– are the planned M&A operations budgeted for 2008 and what assumptions are
built in for 2009-11?
HR
- Are there any Union recognition constraints?
- TUPE provisions can be expected to apply;
will there be any harmonization of terms difficulties with existing staff?
- What provisions are needed for pension plan
valuation and integration arrangements?
- Are relevant professionals available within
the necessary timetable to perform these tasks?
- Will the current HR framework require
support during the acquisition process – how will that be achieved?
- Do the identified project team participants
have the available capacity or have ‘backfill’ resources been identified to
cover their current roles?
- Have these additional costs been included
within the current budget?
- What has the gap analysis between required
and available internal skills revealed?
- What are the plans and costs for additional
resources and skills?
Sell
If on the other hand, your view is that now
is the time to think about the golf course or the distant mountains of Machu Picchu, this is also
the right time to plan the exit. Current market turmoil should not affect your medium
or long term plans. Obviously you need to maintain the correct growth shape and
demonstrate that the business is durable – but the planning stage is just as
important for you as the acquirer – except that you might need to be even more
prepared!
Preparing for a potential acquirer’s due
diligence is one of the best corporate makeovers available to any CEO. If you don’t have the appetite for searching
questions – or even worse, don’t know have the answers, then put it off for
while BUT use the time to discover how your business works – it is probably
different from how you imagine! There is
plenty of additional profit in understanding the basics of any business – if a
sale doesn’t look likely because of what you find it should still make you a
better business.
An acquisition process is lengthy, time
consuming, all absorbing and totally distracting. To endure it you must be
certain of success – and for that you need to be fit and ready for the long
haul. Taking an external view of your company
will sharpen up the management team. It should prompt serious and searching
questions about where the company is going.
If you can’t see a clear way forward and aren’t
able to present the detailed financial and necessary operating procedures in a
simple and straightforward way, then nor will an acquirer. Your aspirations for
price, available equity stake, retention as a non executive will all turn to
dust if your review is not robust and you don’t follow up on the ‘fix’ list.
The asset finance sector retains the same
attractions as it did before the current crisis – and it will do so again. We
have a good mix of well run mature business with proven scope for expansion and
new companies with the BIG IDEA. If you don’t fit these criteria now then work
towards it – the market will return so be ready for it.
These are exciting and opportunistic times.
All of the above are of course challenging for any management team but they are
eminently doable – without too much effort on your part. Specialist advisors such as Invigors have
completed this task many times – from both sides of the fence. Now is the time
to talk to us about moving your business up where it belongs.
Invigors has the insight, the ideas and the
impact to make a difference. To contact Chris about this topic e-mail him at chris.boobyer@invigors.com or call +44 (0) 845 003 1000.