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Intelligent M & A: Navigating the Mergers and Acquisitions Minefield, 2nd Edition

Book Description

Almost 70% of mergers fail, yet deals are essential for growing world-class companies. Therefore they must use all the tools and techniques at their disposal to improve their chances of success. Applying the techniques advocated in this book can help managers beat the odds - and employees themselves - to have an impact on whether a deal will be successful both for the company and for themselves.

This book looks at the process of a merger or acquisition and pinpoints the areas where business intelligence can raise the odds of success in each phase of the deal. Using techniques developed by governmental intelligence services and a wide range of recent case studies, quotations and anecdotes, the expert authors from the renowned Cass Business School show how to build success into any M&A situation.

The first edition of Intelligent M&A was written in 2006 and published in 2007. This preceded the peak year (2007) of the last merger wave, including the excesses in a number of industries and deals (e.g., financial services with RBS' dramatically failed acquisition of ABN AMRO as a key example), and the global economic downturn that led to a completely new way of operating for many industries and companies.

Therefore, there is a need to update the book to incorporate not just more relevant and up-to-date case studies of deals but to show the 'new' way of operating in a post-Lehman environment. Chapters will be comprehensively re-written and populated with new and relevant case studies.

Table of Contents

  1. Title page
  2. Copyright page
  3. Dedication
  4. Introduction to the Second Edition
  5. CHAPTER 1: The Need for Intelligence in Mergers and Acquisitions
    1. Different Types of Mergers and Acquisitions
    2. The Merger Waves
    3. Reasons for M&A Deals
    4. Public Sector Mergers
    5. Conclusion
  6. CHAPTER 2: Business Intelligence
    1. The Intelligence Function
    2. Business Intelligence Industry
    3. What's Out There?
    4. How Do We Project the Company's Message into the Environment?
    5. Review
    6. Structure
    7. The Products
    8. How Should the Intelligence Products Be Delivered?
    9. Conclusion
  7. CHAPTER 3: Designing the Acquisition Process
    1. Steps in a Deal
    2. Selling Approaches
    3. Timing
    4. Managing the Process
    5. LBOs/MBOs
    6. Hedge Funds and Venture Capitalists
    7. Business Intelligence in the M&A Process
    8. Conclusion
  8. CHAPTER 4: Controlling the Advisors
    1. Coordinating Advisor
    2. External Advisor Roles
    3. Corporate Development
    4. Advisor Selection
    5. How Advisors Are Paid
    6. Advisors and Business Intelligence
    7. Conclusion
  9. CHAPTER 5: Identifying the Best Targets
    1. Strategic vs. Opportunistic Deals
    2. Role of Strategy
    3. Screening Candidate Targets
    4. Deal Pipelines
    5. Acquisition Strategy
    6. Business Intelligence in Target Selection
    7. Scenario Planning
    8. Alternatives to Acquisitions or Mergers
    9. Organic Growth
    10. Restructuring and Divestitures
    11. Alliances and Joint Ventures
    12. Holding Companies and Minority Investments
    13. “Do Nothing”
    14. Conclusion
  10. CHAPTER 6: The Best Defense
    1. Hostile Bids
    2. Arbitrageurs
    3. Private and Closely-Held Companies
    4. Vulnerable Companies
    5. Defense Preparation
    6. Preventive Defenses
    7. Active Defenses
    8. “M.O.A.T.S” for an Effective Defense
    9. Conclusion
  11. CHAPTER 7: Due Diligence
    1. Preparing for Due Diligence
    2. The Due Diligence Process
    3. Types of Due Diligence Information
    4. Secondary Sources of Information
    5. External Sources
    6. Internal Due Diligence Information Available in the Bidder
    7. Financial Due Diligence
    8. Legal Due Diligence
    9. Commercial Due Diligence
    10. Management Due Diligence
    11. Cultural Due Diligence
    12. Ethical Due Diligence
    13. Using the Intelligence
    14. Conclusions
  12. CHAPTER 8: Valuation, Pricing, and Financing
    1. Value versus Price
    2. Control Premiums
    3. Alternative Methods of Pricing and Valuation
    4. Synergies
    5. Experts
    6. Adjustments to Financial Statements
    7. Total Deal Cost
    8. Public Company Valuations
    9. Private Company Valuations
    10. Valuations and Business Intelligence
    11. Alternative Pricing Methods
    12. Assumptions
    13. Mergers vs. Acquisitions
    14. Multiple Valuation Methods
    15. Role of Business Intelligence
    16. Financing the Deal
    17. Conclusion
  13. CHAPTER 9: Negotiation and Bidding
    1. Business Intelligence in Effective Negotiations
    2. Takeover Strategies
    3. Toeholds
    4. Casual Pass
    5. Bear Hugs
    6. Tender Offers
    7. Proxy Fights
    8. Freeze-Outs
    9. Fairness Opinions
    10. Negotiation Process
    11. Hard vs. Soft Negotiations
    12. Resistance Strategies
    13. Signaling
    14. Conclusion
  14. CHAPTER 10: Post-Deal Integration
    1. Change Management
    2. Integration Costs
    3. Integration Planning
    4. Keys to Integration Success
    5. Communicate
    6. Leadership
    7. Engineer Successes
    8. Advisors
    9. Nurture Clients
    10. Retain Key Employees
    11. Adjust, Plan, and Monitor
    12. Integrate the Two Cultures
    13. Decide Quickly
    14. Conclusion
  15. CHAPTER 11: Post-Deal Review
    1. M&A Skill as a Core Competency
    2. Post-Deal Review Team
    3. Post-Deal Review Timing
    4. What should Be Measured and Tracked
    5. Applied Learning
    6. Role of Advisors
    7. Conclusion
  16. CHAPTER 12: Conclusions
  17. Bibliography and References
    1. CHAPTER 1    The Need for Intelligence in Mergers and Acquisitions
    2. CHAPTER 2    Business Intelligence
    3. CHAPTER 3    Designing the Acquisition Process
    4. CHAPTER 4    Controlling the Advisors
    5. CHAPTER 5    Identifying the Best Targets
    6. CHAPTER 6    The Best Defense
    7. CHAPTER 7    Due Diligence
    8. CHAPTER 8    Valuation, Pricing, and Financing
    9. CHAPTER 9    Negotiation and Bidding
    10. CHAPTER 10    Post-Deal Integration
    11. CHAPTER 11    Post-Deal Review
    12. Websites
  18. Index
  19. End User License Agreement