M&A activity peaked in the fourth quarter of 2021, with multiples increasing across various industries. Multiples continued to creep up during the first quarter of 2022, which requires additional capital to close a transaction. With business acquisitions becoming more costly, acquirers need to be careful when selecting their targets and ensure the desired return on investment will be met.
Below are five non-monetary factors to keep in mind and some important questions to ask yourself when considering an acquisition target.
- Fit with Strategy. You should consider how the target fits with your overall strategy and how the acquisition can help you grow your business. By executing this transaction, what valuable resources will you be gaining? Does the target have complementary product lines, intellectual property, or new technology that you could offer your existing customer base? Would the transaction help you enter a geographical market that is not easily penetrable otherwise? Do you think you can grow the target and run it better than the current owner? Ultimately, it’s important to think about how this transaction could benefit you and your company.
- Items Included in the Transaction. It is also important to understand which items are included in the transaction. If the business relies upon proprietary property, software, or machinery, you want to make sure it is part of the deal. Often, important assets such as real estate will need to be negotiated separately or be excluded from the transaction.
Are there any related party transactions that will need to be cleaned up or excluded if a deal is consummated? Do the seller and management team plan on staying on in the same capacity, or do they plan to sail off into the sunset? You want to understand exactly what you are buying.
- Seller Motives. Think about why the seller has decided now is the time to sell. Maybe they’re trying to sell when the market is hot, or maybe they’re approaching normal retirement age. Perhaps they are burned out from the pandemic and decided they cannot work at this pace anymore. Whatever the seller’s reasons may be, it is important to understand them so you can make an appropriate offer that fits both you and the seller’s long-term needs.
- Operational Changes. It is important to understand how labor shortages, COVID, and supply chain issues have impacted the target’s operations. Is the target facing the same constraints your business has experienced or have they found a way to overcome these common issues? Did the target benefit from a COVID sales spike? You should also think about how dependent the operations are on the current owner or management team and what impact certain employees’ departure could have on the business.
- Allocation of Time and Resources. Pursuing an acquisition can be a costly and time-consuming process. It’s important to think about how much time, effort, and cost you are willing to invest into this potential opportunity. Is the potential outcome worth the overall investment of time and resources? The acquisition process will certainly require a shift of internal resources to focus on the target, which will most likely take time away from other priorities.
Do you have someone internally that can help manage this new part of your business? Integration is typically a difficult step in the M&A process, and if not properly planned, can impede the success of the transaction. Careful consideration needs to be given to the post transaction resources during the integration of the target.
Growth by acquisition can be a great way to increase the overall value of your business, but it can also drain resources if not properly handled. Thorough planning, selection, and due diligence are all integral steps when venturing into the M&A space. If you have any questions about the process or would like us to help you vet an opportunity, please contact us.
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