Developing Business and

Acquisition Plans: Phases 1 & 2 of

the Acquisition Process
If you don’t know where you are going,
any road will get you there.
—Alice in Wonderland
 Exhibit 1: Course Layout: Mergers,
Acquisitions, and Other
Restructuring Activities

Part I: M&A Part II: M&A Process Part III: M&A Part IV: Deal Part V: Alternative
Environment Valuation and Structuring and Business and
Modeling Financing Restructuring
Strategies

Ch. 1: Motivations for Ch. 4: Business and Ch. 7: Discounted Ch. 11: Payment and Ch. 15: Business
M&A Acquisition Plans Cash Flow Valuation Legal Considerations Alliances

Ch. 2: Regulatory Ch. 5: Search through Ch. 8: Relative Ch. 12: Accounting & Ch. 16: Divestitures,
Considerations Closing Activities Valuation Tax Considerations Spin-Offs, Split-Offs,
Methodologies and Equity Carve-Outs

Ch. 3: Takeover Ch. 6: M&A Ch. 9: Financial Ch. 13: Financing the Ch. 17: Bankruptcy
Tactics, Defenses, and Postclosing Integration Modeling Basics Deal and Liquidation
Corporate Governance

Ch. 10: Private Ch. 14: Applying Ch. 18: Cross-Border

Company Valuation Financial Models to Transactions
Deal Structuring
 Current Learning Objectives

• Primary learning objectives: To provide students with an

understanding of
– a highly practical “planning based” approach to
managing the acquisition process and
– the issues associated with each phase of the M&A
process
• Secondary learning objectives: To provide students with
an understanding of how to
– select the correct strategy from a range of reasonable
alternatives and
– develop an acquisition plan
 The Acquisition Process

• Pre-Purchase Decision • Phase 1: Business Plan

Activities • Phase 2: Acquisition Plan
• Phase 3: Search
• Phase 4: Screen
• Phase 5: First Contact
• Phase 6: Negotiation
• Post-Purchase Decision • Phase 7: Integration Plan
Activities • Phase 8: Closing
• Phase 9: Integration
• Phase 10: Evaluation
 Phase 1: Business Plan

• Industry/market definition (Where have we chosen

to compete?)
Example: Automotive industry (a collection of
markets)
• Passenger car market by size and by
geographic area
• Truck market by size and geographic area
• After-market

Why is it important to start by defining the target

market?
 Phase 1: Business Plan
• Industry/market definition
• External analysis (customers, current competitors, potential
entrants, substitute products, and suppliers): Five Forces
Framework
– Key objective: Identification of industry trends and whether they
constitute opportunities or threats
– Example: Automotive industry
What is changing with respect to
• Customers by vehicle size and geographic area
• Current competitors include Toyota, Daimler, GM, Ford, etc.
• Potential entrants include China’ Cherie and India’s Tata
Motors
• Substitute products/technologies for internal combustion
engine include hybrids, all electric car, hydrogen car, Zip
Car, etc.
• Suppliers include material vendors, lenders, labor, etc.

How will these changes impact my business?

 Phase 1: Business Plan
• Industry/market definition
• External analysis (customers, current competitors, potential entrants,
substitute products, and suppliers)
• Internal analysis (strengths and weaknesses as compared to the
competition)
– Key questions:
• Do our strengths enable us to pursue opportunities identified in
the external analysis? (Google’s acquisition of Motorola Mobility?)
• Do our weaknesses make us vulnerable to the threats identified in
the external analysis? (Microsoft’s Bing search engine?)
– Example: Automotive industry
• If our targeted customer values fuel efficiency, do our strengths
enable us to produce high quality fuel efficient cars better than our
competition?

To what extent do our strengths help us satisfy our customers’

needs better than the competition? To what extent do our
weaknesses make us vulnerable to losing customers?
 Phase 1: Business Plan
• Industry/market definition
• External analysis (customers, current competitors, potential
entrants, substitute products, and suppliers)
• Internal analysis (strengths and weaknesses as compared to the
competition)
• Opportunities/threats (from external and internal analyses)
– Summarizing strengths and weaknesses versus
opportunities and threats using a SWOT matrix
– Example: Amazon.com
• Opportunity is to be perceived as the preferred online
retail department store
• Threat is that Walmart, Best Buy, and Costco increase
their online presence
 Hypothetical Amazon.com SWOT Matrix
Opportunity: To be perceived by
internet users as the preferred
online “retail department store”
Amazon.com’s Strengths Relative to the opportunity:
• Brand recognition
• Convenient online order entry
system
• Information technology
infrastructure
• Fulfillment infrastructure for
selected products (e.g., books)
Amazon.com’s Weaknesses Relative to the opportunity:
• Inadequate warehousing and
inventory management systems to
support quantum sales growth
• Limited experience in
merchandising non-core retail
products (e.g., electronics)
• Limited financial resources
Strategic Options Solo venture
Partner
Acquire
Threat: Walmart’s, BestBuy’s, and
Costco’s increasing presence on
the internet
Relative to the threat:
• Extensive experience in online
marketing, advertising, and
fulfillment
Relative to the threat:
• Substantially smaller retail sales
volume limits ability to exploit
purchase economies
• Limited financial resources
• Limited name recognition in
selected markets (e.g., consumer
electronics)
• Lack of retail management depth
Solo venture
Partner
Acquire
Exit business
 Phase 1: Business Plan
• Industry/market definition
• External analysis (customers, current competitors, potential
entrants, substitute products, and suppliers)
• Internal analysis (strengths and weaknesses as compared to the
competition)
• Opportunities/threats (from external and internal analyses)
• Business vision/mission (Defines direction and provides means
of communicating succinctly with key stakeholder groups)
– How do we wish to be perceived by key stakeholders?
– What quantifiable objectives will be used to determine
progress in achieving vision/mission? (e.g., market share,
customer surveys indicating how we are perceived, etc.)
– Hypothetical Example: Amazon.com wishes to be perceived
by consumers as the preferred online department store by
20XX
 Phase 1: Business Plan

• Industry/market definition
• External analysis (customers, current competitors,
potential entrants, substitute products, and suppliers)
• Internal analysis (strengths and weaknesses as
compared to the competition)
• Opportunities/threats (from external and internal
analyses)
• Business vision/mission
• Business Strategies (cost/price, differentiation, focus,
or some combination)
– Which of these generic business strategies best
enables the firm to achieve its vision/mission and
objectives?
 Phase 1: Business Plan
• Industry/market definition
• External analysis (customers, current competitors, potential
entrants, substitute products, and suppliers)
• Internal analysis (strengths and weaknesses as compared to the
competition)
• Opportunities/threats (from external and internal analyses)
• Business vision/mission
• Business Strategies (cost, differentiation, focus, or some
combination)
• Implementation strategy (selected from a range of options)
– Solo ventures or “go it alone”
– Merger or acquisition
– Alliances (including JVs, partnerships, and licensing)
– Minority investments and
– Asset swaps
 Application
1. Discuss how you would use information
obtained from the external, internal, and
opportunities/threats identification analyses
conducted during the business planning
process to select an appropriate business
strategy. Be specific.
2. Discuss how you would select the appropriate
implementation strategy. Be specific.
(Hint: Consider the resources—broadly
defined--required/currently available to exploit
potential opportunities and threats.)
 Phase 2: Acquisition Plan (How to
implement the acquisition)
• Plan objectives
(support the realization
of key business plan
objectives)
– How will the
acquired firm enable
the acquiring firm to
better realize its
vision/mission and
business plan
objectives?
 Examples of Linkages Between Business and Acquisition Plan Objectives
Business Plan Objective
Financial: The firm will
Achieve rates of return that will equal or exceed its cost of
equity or capital by 20??
Maintain a debt/total capital ratio of x%
Size: The firm will
Be the number one or two market share leader by 20??
Achieve revenue of $x million by 20??
Growth: The firm will achieve through 20?? annual average
Revenue growth of x%
Earnings per share growth of y%
Operating cash-flow growth of z%
Diversification: The firm will reduce earnings variability by x%.
Flexibility: Achieve flexibility in manufacturing and design.
Technology: The firm will be recognized by its customers as the
industry’s technology leader.
Quality: The firm will be recognized by its customers as the
industry’s quality leader.
Service: The firm will be recognized by its customers as the
industry’s service leader.
Cost: The firm will be recognized by its customers as the industry’s
low-cost provider.
Innovation: The firm will be recognized by its customers as the
industry’s innovation leader.
Acquisition Plan Objective
Financial returns: The target firm should have
A minimum return on assets of x%
A debt/total capital ratio ≤ y%
Unencumbered assets of $z million
Size: The target firm should be at least $x million in revenue
Growth: The target firm should
Have annual revenue, earnings, and operating cash-flow
growth of at least x%, y%, an z%
Provide new products and markets of x% by 20??
Possess excess annual production capacity of x million units
Diversification: The target firm’s earnings should be largely
uncorrelated with the acquirer’s earnings.
Flexibility: Target should use flexible manufacturing techniques.
Technology: The target firm should possess important patents,
copyrights, and other forms of intellectual property.
Quality: The target firm’s product defects must be <x per million
units manufactured.
Warranty record: The target firm’s customer claims per million
units sold should be not greater than x.
Labor costs: The target firm should be nonunion and not subject to
significant government regulation.
R&D capabilities: The target firm should have introduced at least x
new products in the last 18 months.
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key business

plan objectives)
• Timetable
– Defined by activity completion dates, deliverables
(what is to be achieved), and individual (s)
responsible for satisfying objectives
– Example: Daniel Stuckee is to have completed
identifying a list of potential targets by 2/24/20??
 Application: Nokia Buys Symbian
Nokia, a Finnish phone handset manufacturer, announced in mid-2008 that it had
reached an agreement to acquire Symbian, its supplier of smartphone operating
system software. At that time, Symbian had 60% market share, but it was losing
share rapidly to Apple. Nokia also announced its intention to give away Symbian's
software for free in response to Google’s decision in December 2008 to offer its
Android operating system at no cost to handset makers. Nokia was seeking to
establish an industry standard based on the Symbian software, using it as a
platform for providing online services to smartphone users, such as music and
photo sharing.
Nokia seems to have been positioning itself as the premier supplier of online
services to the smartphone market by dominating the this market with handsets
reliant on the Symbian operating system. Nokia hopes to exploit economies of scale
by spreading any fixed cost associated with online services over an expanding
customer base. Such fixed expenses could include a requirement by content
service providers that Nokia pay a minimum level of royalties in addition to royalties
that vary with usage. Similarly, the development cost incurred by service providers
can be defrayed by selling into a growing customer base. Nokia’s ultimate success
seemed to depend on its ability to convince other handset makers to adopt their
software.
1. What is Nokia’s vision for the future with respect to smartphones?
2. What are the firm’s business and implementation strategies?
3. Would you describe this strategy as high or low risk? Explain your answer.
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key

business plan objectives)
• Timetable
• Resource/capability review
– Determine maximum size of acquisition in
terms of P/E. sales, cash flow, purchase price,
etc.
– Assess internal management capabilities (Can
acquirer continue to manage current
businesses as well as integrate the acquired
firm?)
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key business plan

objectives)
• Timetable
• Resource/capability review
• Management preferences (Senior management guidelines to
acquisition team)
– Examples:
• Prefer an asset or a stock purchase
• Use cash only
• Will consider competitors as potential targets
• Want controlling interest
• Limit EPS dilution to two years following closing
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key business

plan objectives)
• Timetable
• Resource/capability review
• Management preferences
• Search plan
– Key search criteria include industry/geographic area
and maximum size of acquisition
– Relatively few criteria used to avoid limiting list of
potential targets
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key business plan

objectives)
• Timetable
• Resource/capability review
• Management preferences
• Search plan
• Negotiation strategy
– Starts with assessment of the needs of parties involved
– Determine proposals to satisfy the highest priority needs of the
parties involved. For example, consider
• Using acquirer stock if seller wants a tax free sale
• Long-term employment contract if seller wants to stay with
the business
• Having seller sign a non-compete to avoid future competition
with seller
 Phase 2: Acquisition Plan
• Plan objectives (support the realization of key business plan
objectives)
• Timetable
• Resource/capability review
• Management preferences
• Search plan
• Negotiation strategy
• Determine initial offer price
– Requires buyer to estimate
• Minimum purchase price (i.e., standalone or market price for
purchase of shares or liquidation value for asset purchase)
• Synergy created by combining acquirer and target firms
• Percent of synergy acquirer willing to share with target (often
reflects premium paid on recent similar transactions or the
portion of synergy contributed by the target)
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key business

plan objectives)
• Timetable
• Resource/capability review
• Management preferences
• Search plan
• Negotiation strategy
• Determine initial offer price
• Financing plan (“acid test”)
– How will you pay for acquisition?
– Will someone lend you the money?
– Will acquirer shareholders tolerate EPS dilution?
 Phase 2: Acquisition Plan

• Plan objectives (support the realization of key business plan objectives)

• Timetable
• Resource/capability review
• Management preferences
• Search plan
• Negotiation strategy
• Determine initial offer price
• Financing plan
• Integration plan
– Objective: Combine businesses as rapidly as practical
• What projects offer the greatest likelihood of realizing synergy?
• What must be done to retain key people?
• What investments must be made to keep businesses operational?
• What is the appropriate communication plan?
• How will the corporate cultures be best integrated?
 Applications
1. Identify at least 3 criteria that might be used to select a manufacturing firm as a
potential acquisition candidate? A financial services firm? A high technology firm?
2. Despite weeks of sometimes heated negotiation, the seller continues to insist on a
purchase price that is $5 million more than the potential buyer is willing to pay.
How can the buyer and seller close the “price gap?” Be specific.
3. Following due diligence, the buyer is concerned about the outcome of pending
litigation facing the seller. The potential impact over the next three years if the firm
were to lose the lawsuits could be as high as $4 million. How can the buyer protect
herself against this potential liability if she acquires the target firm?
4. The CEO of the acquiring firm insists that the integration of the target firm must be
completed as rapidly as possible in order to realize the full value of estimated
synergies. Why might the CEO feel this way? What are the risks associated with a
rapid integration of the target firm into the acquirer? What are the risks of a slow
integration of the target firm into the acquirer?
5. The CEO of a small start-up firm has just been contacted by a potential acquirer,
who is offering to buy the firm for a very attractive purchase price. However, the
CEO refuses to provide any data on her firm until the potential buyer provides her
with three years of signed Federal income tax statements, personal bank
statements, and a net worth statement. Why? Is the CEO being reasonable?
What alternatives does she have if the buyer refuses to provide this information?
 Things to remember...

• The success of an acquisition is dependent on

the focus, understanding, and discipline inherent
in a thorough and thoughtful business plan
• An acquisition is only one of many options
available for implementing a business plan
• Once a decision has been made that the
implementation of the firm’s business strategy
requires an acquisition, an acquisition plan is
required.