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March 2014
At a glance
39 percent of US CEOs are
planning on an acquisition
in 2014 according to PwC’s
Global CEO Survey.
PwC 3
Deal performance of the target company, which may ones, which are more complex and
operate at a considerable distance from resource-intensive. (See Exhibit 2,
According to the 2014 PwC Global
the acquirer’s core markets. Academic “PwC performance observations by
CEO Survey, 39 percent of US CEOs
research confirms that, if not managed deal category.”) A large portion of
plan to initiate a domestic acquisition
effectively, acquisitions can degrade these tuck-in deals involve technology
this year. To do so successfully, many
the innovation output of both target or talent acquisition.
CEOs are focused on improving their
and acquirer.1
organization’s ability to pursue M&A, A PwC survey of tech-company
joint ventures or strategic alliances. Over the course of our work in corporate development and IT
Thirty-five percent of US CEOs are the technology M&A sphere, executives reveals that more than half
considering M&A improvement PwC has observed that small, of innovation-focused acquisitions—
initiatives. Another 22 percent have “tuck-in” deals have a higher many of them tuck-ins—have at
change programs underway. probability of success than larger- least met expectations. (See Exhibit
scale transactions. Management is 3, “Innovation-Focused Acquisition
The challenges of successful
better able to manage and control Results Over the Past 36 Months.”) But
M&A execution are no easier
the post-merger integration process that performance has not come easily.
when making innovation-focused
with smaller deals than with larger
acquisitions. Creating value often
entails monetizing the intangible assets
1 Journal of Marketing, January 2005
Exhibit 2: PwC performance Exhibit 3: Innovation-focused acquisition results over 36-month period
observations by deal category
% of Deals
2
11%
4 Underperformed expectations
13%
Met expectations
36%
Traditional
1 3 Exceeded expectations
35%
Far exceeded expectations
5%
Small Large
(“tuck ins”) (“transformational”)
0% 5% 10% 15% 20% 25% 30% 35% 40%
Note: Numbers represent observations of
deal performance with 1 indicating likelihood
of high performance and 4 indicating
likelihood of low performance
• Growth strategy • Financial/ • Core diligence • Financial packs • Functional • Portfolio analysis
• Market analysis accounting, (IT, financial, tax, and operational integration • Business
strategy, and tax HR, insurance, issues in the TSA support and performance
• Investment considerations operations) and SPA Integration
hypothesis analytics
• Deal structuring • Regulatory and • Preparation for Management (operations, IT,
• Alignment with (accounting compliance, capital raising Office (IMO) and financial)
corporate and tax) accounting/ planning, setup
development • Post-closing and governance • Target operating
financial purchase price model diagnostic
initiatives reporting, SPA structure
adjustments
• Assessment of • Target operating
potential • Employee model
acquisition agreements
• Customer,
targets • 100 day plans channel and
• Commercial • Target operating product
due diligence model strategies
• Synergy planning • Operating
improvements
and cost
reduction
• Financial
reporting
requirements
There are seats at the table for the • M&A integration team, responsible
following roles: for rapidly aligning the target’s
The deal team people, operations, systems, and
• Corporate development executive processes with the acquirer’s
In discussions with tech executives, to develop and communicate corporate structure.
we learned that success depends on the deal’s strategic rationale;
a dedicated deal team that owns the orchestrate the interactions between • Deal engineer, typically the
strategic development, acquisition buyer and seller; interface with the chief technology officer or other
and integration process and that seller’s investment bank; and set the senior technology executive tasked
is accountable for executing it on deal structure. with integrating the acquisition
time and to plan. The optimal deal onto the acquirer’s technology
team brings a diverse range of skills, • Deal sponsor, typically an platform and resolving software
functions, and expertise to bear executive from the business unit and hardware incompatibilities.
on a complex undertaking. that originally identified and
(See Exhibit 4, “Deal continuum: analyzed the target, who helps • External advisors, including
PwC’s perspective on key evaluations make the business case for the deal. third-party advisors, investment
necessary in each phase of the deal— bankers and legal advisors,
• Deal approver, often the CFO to support deal execution and
strategy, execution, integration.)
who scrutinizes the deal’s economic documentation. This team
impact on the company; this then draws on the skills of
individual may also help arrange specialists who can assist
financing and will lead a robust with all aspects of commercial,
review of strategic alternatives to operational, and technical due
an acquisition. diligence and integration.
PwC 5
Target identification Target identification does more than
just uncover possible acquisition
Successful acquisitions begin with
candidates. The very process of
the right target, and executives
exploring multiple channels and
explore numerous channels in their
M&A is only a tactic to search for companies with superior
touch points acts as a powerful
market-sensing tool that enables
execute strategy. It is not innovation potential. Most tech sector
potential acquirers to collect valuable
the strategy itself. executives place the most weight on
intelligence on competitor, market,
internal channels, primarily corporate
and product trends. “We speak with
development teams and R&D and
a number of players,” one roundtable
While the above roles are adequate engineering teams. They are willing
participant said, “and it is a hugely
for smaller, quicker “tuck-in” deals to explore unconventional channels,
valuable process whether or not we
that pose lower amounts of risk and such as venture capital funds, to
consummate something with them.”
complexity, larger transformative identify targets and increase deal
deals—where officers are “betting flow. They also use existing alliances
the farm”—require more up front and relationships with other
planning and scrutiny to succeed. organizations to perform informal
Well before any targets are identified, due diligence on potential targets.
companies need an inorganic (See Exhibit 5, “Survey results—
strategy that properly analyzes the identifying and screening potential
macro and microeconomic markets, innovation-focused acquisitions.”)
factoring trends and disruptive As one roundtable participant said,
market forces. M&A is only a tactic to “You may want to do a licensing deal
execute strategy. It is not the strategy to get warmed up and see if they are
itself. Companies need to have a the target we think they are and get
clear, well-defined strategy for their to know management better.”
specific business vertical. And that
strategy should be distinct from but
complementary to the organic growth
Exhibit 5: Survey results—Identifying and screening potential
strategy. The inorganic strategy should
innovation-focused acquisitions
identify areas of potential new growth
to evaluate for market entry, product
portfolio expansion, etc. • Proactive pipeline development within corporate
Commonly used development team
• R&D/engineering team
Exhibit 6: Valuation techniques ranked by relevance and effectiveness for evaluating innovation focused acquisitions
NPV analysis
Revenue multiples
PwC 7
Post-deal execution Measuring the outcome of an Because innovation-focused
innovation-focused acquisition acquisitions tend to have longer
Integration of any sort of acquisition
requires the development of a time horizons and highly uncertain
places significant demands on the
scorecard that captures and quantifies outcomes, successful acquirers build
acquirer’s capabilities and resources.
the deal’s value-creation rationale a great deal of flexibility and agility
But innovation-focused acquisitions
and enables executives to monitor into their post-deal plans. Some go so
are a unique challenge. “With
the target’s post-acquisition far as to develop a range of post-deal
innovative acquisitions, the real
performance. Because many targets scenarios to prepare for deal outcomes
challenge comes post-completion,”
have little or no revenue history that diverge from the original plan.
one participant in our roundtable
and may take several years to earn Other companies focus on critical
said. “It takes a significant level
out, the scorecard’s metrics must areas to improve the odds of
of commitment, patience, and
include both financial yardsticks and post-deal success. Our survey
ongoing investment to make these
a broader set of strategic milestones, of innovation-focused acquirers
deals work.” Indeed, such deals
such as product-development reveals several of those areas.
require commitment and focus from
targets, talent retention, degree (See Exhibit 7, “Survey results:
stakeholders that extend well past
of collaboration, and the level of Most effective strategies for
the first 100 days following closing.
technological uptake. “You can steer capturing deal value in innovation-
the deal off course if you place too focused acquisitions.”)
much emphasis on revenue,” one
roundtable participant said. “You For a more extensive focus on M&A
may artificially drive the business integration as it impacts the research
to produce short-term revenue that and development (R&D) function,
is inconsistent with the long-term see the PwC white paper, “R&D
strategic intent of the transaction.” Integration: Unlocking product
development opportunities in M&A.”
Exhibit 7: Survey results—Most effective strategies for capturing deal value in innovation-focused acquisitions
PwC 9
www.pwc.com/us/strategy
Roger Wery
Principal, Strategy
(415) 498 6401
roger.wery@us.pwc.com
Patrick Gordon
Principal, Strategy
(646) 471 7978
patrick.g.gordon@us.pwc.com
Chris Lederer
Principal, Deals Strategy
(646) 471 9878
chris.lederer@us.pwc.com
Martyn Curragh
Partner, US Deals Leader
(646) 471 2622
martyn.curragh@us.pwc.com
Rob Fisher
Partner, US Technology Industry
& Silicon Valley Practice Leader, Deals
(408) 817 4493
rob.fisher@us.pwc.com
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Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a
substitute for consultation with professional advisors. PH-14-0080