This nuts-and-bolts guide examines all aspects of an M&A due diligence--from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post-closing follow up. It advocates a focus on both risk mitigation and shareholder value creation, and emphasizes a holistic approach that spans from planning to post-acquisition integration. The tentative contents is: (1) Introduction; (2) Planning for value creation: growth strategy; (3) Engagement and pursuit; (4) Preparing for due diligence; (5) Validation of value: performing due diligence; (6) Assessment of due diligence results; (7) Optimizing value: post diligence negotiation; (8) Extracting value: post-transaction integration.
Autorentext
WILLIAM J. GOLE, MBA, CPA, is the former Senior Vice President, Planning and Business Development, with Thomson Healthcare, a division of Thomson Reuters, where he was responsible for strategic planning and acquisition and divestiture activity.
PAUL J. HILGER, CPA, is the former Executive Vice President and Chief Financial Officer of Thomson Healthcare. He has over twenty-five years of financial leadership experience, and has led numerous acquisitions and divestitures from planning through integration.
Klappentext
This nuts-and-bolts guide examines all aspects of an M&A due
diligence--from coming to the decision to acquire a company, to who
should be on the due diligence team, to the actual process and the
final report and post-closing follow up. It advocates a focus on
both risk mitigation and shareholder value creation, and emphasizes
a holistic approach that spans from planning to post-acquisition
integration. The tentative contents is: (1) Introduction; (2)
Planning for value creation: growth strategy; (3) Engagement and
pursuit; (4) Preparing for due diligence; (5) Validation of value:
performing due diligence; (6) Assessment of due diligence results;
(7) Optimizing value: post diligence negotiation; (8) Extracting
value: post-transaction integration.
Inhalt
Preface xiii
Step-by-Step Guidance xiii
Organization xiv
Planning xv
Investigation xvi
Execution xvii
About the Authors xix
Part One Planning 1
Chapter 1 Introduction 3
Overview 3
Mergers and Acquisitions: A Way of Corporate Life 3
Mixed Results 6
Acquisition Risk and Due Diligence 7
Preventable Causes of Failure 10
Myopic Approach to Due Diligence 11
Reacting to Deals 11
Compartmentalized Behavior 13
Inactionable Findings 13
Exclusive Focus on Risk Mitigation 14
Key Success Factors 14
Holistic View of Due Diligence 14
Growth Strategy 15
Integrated Management 15
Purposeful Action 16
Value Orientation 16
Due Diligence and Value Creation 16
Plan to Create Value 16
Strategic Purpose 17
Value Drivers 20
Key Risks 23
Purposeful Behavior 24
Key Points 25
Chapter 2 Planning for Value Creation: Growth Strategy 27
Introduction 27
Central Role of Strategic Planning 27
Chapter Focus 28
The Strategic Planning Process 29
Managing the Process 30
Characteristics of an Effective Planning Process 31
Process Overview 32
Strategic Assessment 32
Market Targeting Process 33
Investment Objectives 34
Market Expansion 35
Vertical Integration 37
Infrastructure Improvement 38
Investment Alternatives 38
Characteristics of Investment Types 39
Backup Planning 45
Plan Outputs 46
Conclusion 51
Key Points 51
Chapter 3 Implementing the Growth Strategy 53
From Identification to Pursuit 53
Choosing an Acquisition Strategy 53
Winnowing Process 54
Identification 58
Marketplace for Acquisitions 58
Identifying Prospects 59
Qualification 64
Strategic Fit 64
Availability 66
Engagement 67
Proactive Engagement 68
Role of Management versus Intermediaries 70
Confidentiality of Information: Nondisclosure Agreement (NDA) 70
Reactive Engagement 71
Assessment 73
Notification/Approval Document 73
Plan to Create Value 76
Pursuit 78
Transaction Framework: Sellers' and Acquirers' Different Perspectives 79
Taking Action: Assembling the Core Acquisition Team 81
Key Points 83
Part Two Investigation 85
Chapter 4 Preparing for Due Diligence 87
Introduction 87
Due Diligence Reviews 88
Chapter Focus 89
Environmental Factors 90
External Constraints of the Sale Process 90
Internal Limitations of the Acquirer 92
Nature of the Target Company 92
Impact of Environmental Factors on the Review 93
Creation of the Due Diligence Team 93
Introduction 93
Composition of the Due Diligence Team 94
A Caveat 97
Other Considerations 97
Initial Preparation Measures 98
Development of the Due Diligence Program 99
Program Development Process 99
Key Aspects of the Due Diligence Program 100
Objectives, Procedures and Findings, and Recommendations Illustrated 103
A Due Diligence Mind-Set 105
Planning Due Diligence 106
Finalize the Program 106
Mechanisms for Team Coordination 107
Resolve Issues of Overlap 107
Maintain an Aggressive Posture 107
Communicate Logistical Information 108
Communicate Responsibility and Timing of Report Submissions 108
Key Points 108
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