Category Archives: M & A

A Few Notes on Mergers & Acquisitions

Dr. John Psarouthakis, Executive Editor of www.BusinessThnker.com, is the Founder and former CEO of JP Industries, Inc, a Fortune 500 industrial group. that acquired 28 operations in USA and western Europe before  merging with T&N, a British group.

Because the content of this article is still relevant today as it was in 2009 when it was first posted we are reposting it today.

The successful mergers and acquisitions require a great deal more than just analysis of the financial statements of the candidate. Digging in deeply in the operating details and asking the right questions is a fundamental component of evaluating the candidate. A very involved and intense discussion of all aspects of the business is necessary.

The M&A team will be faced with many challenges and numerous time-critical deadlines and milestones to be met. Customers want to know what is going on, suppliers similarly.  During the early stages of the integration process   the board’s executive committee must closely oversee and evaluate the effectiveness of the process..

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WHO BUYS COMPANIES AND WHY

If you are buying a business for the first time, you will find that buying a business is a unique experience that requires extensive knowledge and skills in a broad spectrum of areas–legal, accounting, banking, financing, understanding of government regulations, especially in areas of environment, safety and employee relations.  You must learn how to obtain and screen leads, how to evaluate and price prospective companies, and how to conduct due diligence. But even highly experienced entrepreneurs who have completed dozens of deals still rely upon professional expertise for certain phases of the process.  Thus expect that even after you learn more about the deal-making process, you will still need to hire consultants to assist you in making a successful purchase.

Buying a company is very demanding because it is an intellectual, pragmatic and emotional process, all in one. It is an intellectual process because to be successful you have to think it out.  It is a pragmatic process because you have to be realistic about the company you are looking to buy, whether it is worth buying, what its real value is, and what it should be priced at. And buying a company, finally, is an emotional process.  Throughout negotiations, beginning with first contact with the seller and continuing through to the closing of the sale, you experience tremendous highs and lows. You must be able to handle both extremes of emotion. You must handle the highs, so as not to reveal your enthusiasm to the seller, and after the lows, to be able to come back and find a solution to the problem that might otherwise kill the deal.  The emotional component holds true even after many deals but you do learn to control those emotions with practice.

Reasons for Buying Your Own Business

Some of the reasons for buying your own business are similar to those of any entrepreneur: to control your own destiny; the personal challenge, making money, the satisfaction of building and running something on your own. Continue reading WHO BUYS COMPANIES AND WHY

VALUING AND PRICING THE COMPANY (Re-posted)

Dr. John Psarouthakis, Founder and former CEO, JPIndusries,Inc., a Fortune 500 industrial corporation. Publisher of www.BusinessThinker.com

Before you can begin final negotiations on price, you need to determine the value of the company. You can use several techniques to value a company.  We recommend the discounted cash flow value approach as the most accurate method although other approaches are useful in preliminary stages of your search to give you a sense of the range of the estimated price.

Timing and Scope of the Valuation Process

An initial calculation of valuation can be done on a fairly mechanical basis, based on information provided to you by the seller using established formulae and guidelines.  However, determining the accuracy of the financial data that the seller provides you is an on-going part of the evaluation process that should take place throughout preliminary and formal due diligence up to the closing.  Thus valuation takes place along with negotiations throughout the deal-making process.  One of the key objectives of due diligence is to surface any information that might affect the accurate valuation of the company. If your team does not have a financial auditor you should hire one to verify the accuracy of the historical data.

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