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E-raamat: Due Diligence - An M&A Value Creation Approach: An M&A Value Creation Approach [Wiley Online]

  • Formaat: 304 pages, Tables: 17 B&W, 0 Color; Exhibits: 38 B&W, 0 Color
  • Sari: Wiley Finance
  • Ilmumisaeg: 30-Jul-2009
  • Kirjastus: John Wiley & Sons Inc
  • ISBN-10: 1119205557
  • ISBN-13: 9781119205555
  • Wiley Online
  • Hind: 100,44 €*
  • * hind, mis tagab piiramatu üheaegsete kasutajate arvuga ligipääsu piiramatuks ajaks
  • Formaat: 304 pages, Tables: 17 B&W, 0 Color; Exhibits: 38 B&W, 0 Color
  • Sari: Wiley Finance
  • Ilmumisaeg: 30-Jul-2009
  • Kirjastus: John Wiley & Sons Inc
  • ISBN-10: 1119205557
  • ISBN-13: 9781119205555
Gole and Hilger are two leading experts on mergers and acquisitions, and they offer this step-by-step guide to the M&A process that emphasizes both value creation and value extraction. The authors provide advice on how these transitions can be achieved with seamless integration through such methods as establishing growth strategies, screening and selecting candidates, developing actionable findings, negotiating and closing and even performing a post-deal assessment. Fellow executives and business leaders will appreciate the helpful templates, exhibits, examples and checklists that the authors have included. Annotation ©2009 Book News, Inc., Portland, OR (booknews.com)

This nuts-and-bolts guide examines all aspects of an M&A due diligence--from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post-closing follow up. It advocates a focus on both risk mitigation and shareholder value creation, and emphasizes a holistic approach that spans from planning to post-acquisition integration. The tentative contents is: (1) Introduction; (2) Planning for value creation: growth strategy; (3) Engagement and pursuit; (4) Preparing for due diligence; (5) Validation of value: performing due diligence; (6) Assessment of due diligence results; (7) Optimizing value: post diligence negotiation; (8) Extracting value: post-transaction integration.
Preface xiii
Step-by-Step Guidance
xiii
Organization
xiv
Planning
xv
Investigation
xvi
Execution
xvii
About the Authors xix
PART ONE Planning 1
CHAPTER 1 Introduction
3
Overview
3
Mergers and Acquisitions: A Way of Corporate Life
3
Mixed Results
6
Acquisition Risk and Due Diligence
7
Preventable Causes of Failure
10
Myopic Approach to Due Diligence
11
Reacting to Deals
11
Compartmentalized Behavior
13
Inactionable Findings
13
Exclusive Focus on Risk Mitigation
14
Key Success Factors
14
Holistic View of Due Diligence
14
Growth Strategy
15
Integrated Management
15
Purposeful Action
16
Value Orientation
16
Due Diligence and Value Creation
16
Plan to Create Value
16
Strategic Purpose
17
Value Drivers
20
Key Risks
23
Purposeful Behavior
24
Key Points
25
CHAPTER 2 Planning for Value Creation: Growth Strategy
27
Introduction
27
Central Role of Strategic Planning
27
Chapter Focus
28
The Strategic Planning Process
29
Managing the Process
30
Characteristics of an Effective Planning Process
31
Process Overview
32
Strategic Assessment
32
Market Targeting Process
33
Investment Objectives
34
Market Expansion
35
Vertical Integration
37
Infrastructure Improvement
38
Investment Alternatives
38
Characteristics of Investment Types
39
Backup Planning
45
Plan Outputs
46
Conclusion
51
Key Points
51
CHAPTER 3 Implementing the Growth Strategy
53
From Identification to Pursuit
53
Choosing an Acquisition Strategy
53
Winnowing Process
54
Identification
58
Marketplace for Acquisitions
58
Identifying Prospects
59
Qualification
64
Strategic Fit
64
Availability
66
U.S. Antitrust Considerations
66
Engagement
67
Proactive Engagement
68
Role of Management versus Intermediaries
70
Confidentiality of Information: Nondisclosure Agreement (NDA)
70
Reactive Engagement
71
Assessment
73
Notification/Approval Document
73
Plan to Create Value
76
Pursuit
78
Transaction Framework: Sellers' and Acquirers' Different Perspectives
79
Taking Action: Assembling the Core Acquisition Team
81
Key Points
83
PART TWO Investigation 85
CHAPTER 4 Preparing for Due Diligence
87
Introduction
87
Due Diligence Reviews
88
Chapter Focus
89
Environmental Factors
90
External Constraints of the Sale Process
90
Internal Limitations of the Acquirer
92
Nature of the Target Company
92
Impact of Environmental Factors on the Review
93
Creation of the Due Diligence Team
93
Introduction
93
Composition of the Due Diligence Team
94
A Caveat
97
Other Considerations
97
Initial Preparation Measures
98
Development of the Due Diligence Program
99
Program Development Process
99
Key Aspects of the Due Diligence Program
100
Objectives, Procedures and Findings, and Recommendations Illustrated
103
A Due Diligence Mind-Set
105
Planning Due Diligence
106
Finalize the Program
106
Mechanisms for Team Coordination
107
Resolve Issues of Overlap
107
Maintain an Aggressive Posture
107
Communicate Logistical Information
108
Communicate Responsibility and Timing of Report Submissions
108
Key Points
108
Appendix 4A: Due Diligence Checklist
109
I. Review Company Background and Organization and Proposed Transaction
109
II. Financial
112
III. Technology
114
IV. Products
115
V. Marketing and Sales
116
VI. Legal
116
VII. Insurance
119
VIII. Human Resources
119
CHAPTER 5 Conducting the Due Diligence Review
125
Introduction
125
Overview of Transaction Types
125
Auctions
126
Auctions: The Buyer's Perspective
127
Preemptive Bids
128
Purchase Premium Preemption
129
Price Preemption: The Buyer's Perspective
129
Relationship-Based Preemption
130
Relationship-Based Preemption: The Buyer's Perspective
130
Summary of Transaction Characteristics
131
Components of the Due Diligence Review
131
Management Presentations
132
Management Team Interviews
134
Document Review
135
Tour of the Facilities
136
Technology Trade-Offs
137
Due Diligence Reviews: An Objectives-Driven Approach
138
Overview
138
Due Diligence Objectives
139
Integration
140
Assessment by Function
141
Finance and Accounting
142
Human Resources
145
Sales and Marketing
148
Research and Development
150
Information Technology Review
151
Operations/Production Review
152
Legal and Insurance Review
153
Cross-Functional Coordination and Analysis
154
Conclusion
159
Key Points
159
Appendix 5A: Illustrative Final Process Letter Outline
160
Invitation
160
Description of Transaction Process
160
Guidelines for Final Offers
161
Appendix 5B: Illustrative Data Room Information Listing
161
CHAPTER 6 Reporting on Due Diligence: Deliverables and Decisions
165
Introduction
165
Outcomes of the Due Diligence Review
165
The Importance of Backup Planning
166
Elimination in the Auction Process
167
Outputs/Reports
168
The No-Go Decision
170
No-Go Discoveries
171
Strategic Issues
171
Valuation Issues
172
Risk Issues
173
Outputs/Reports
175
Renegotiations of Major Terms
175
Outputs/Reports
178
Decision to Proceed
179
Outputs/Reports
179
Comprehensive Due Diligence Report
180
Summary Due Diligence Report
180
Corporate Approval Document
182
Integration Plan
186
Contingency Plan
188
Key Points
188
PART THREE Execution 191
CHAPTER 7 Optimizing Value: Translating Due Diligence Findings into Action
193
Acting on Due Diligence Findings
193
Preacquisition vs. Postacquisition Issues
193
Revisiting the Valuation and Purchase Price
195
Reviewing the Acquisition Transaction Structure
199
Contingent Purchase Price
199
Acquiring Assets vs. Stock
200
Sharing Risk: Contractual Terms and Conditions
202
Marking Up the Draft Purchase Agreement
202
Contract Drafting and Revision
202
Key Sections of the Purchase Agreement
203
Purchase and Sale
203
Closing
205
Representations and Warranties of the Seller
206
Representations and Warranties of the Buyer
208
Covenants
208
Employment Matters
209
Conditions to Close
210
Termination
211
Indemnification
211
Tax Matters
212
General Provisions
212
Disclosure Schedules
213
Transition Services Agreement
213
Managing Contract Negotiations
215
Effective and Efficient Negotiations
215
Empowered Leadership
215
Support of Legal Counsel
216
Support by Experts
217
Review and Feedback
218
Commitment to Getting the Deal Done
220
Closing
220
Shepherding the Transaction toward Closing
220
Regulatory Approval
221
Hart-Scott-Rodino (HSR) Act
221
Buyer Financing
224
Third-Party Consents
224
Closing the Transaction
224
Key Points
225
CHAPTER 8 Integration: Extracting Value and Mitigating Risk
227
Dual Focus of the Integration Effort
227
Extracting Value
228
Mitigating Risk
229
Integration Team
231
Early Formation
231
Leadership
232
Structure and Composition
233
Integration Plan
234
Plan Components
234
First 90 Days vs. Longer Term
238
Management of the Integration Process
239
Communication
239
Reporting and Decision Making
242
Contingency Plan
245
Broader View of Risks
245
Plan Components
245
Human Factors
247
Culture
247
Knowledge Transfer
249
Recommendations for Postacquisition Management
250
Key Points
251
APPENDIX What Is the Premerger Notification Program: An Overview 253
Index 275
WILLIAM J. GOLE, MBA, CPA, is the former Senior Vice President, Planning and Business Development, with Thomson Healthcare, a division of Thomson Reuters, where he was responsible for strategic planning and acquisition and divestiture activity.

PAUL J. HILGER, CPA, is the former Executive Vice President and Chief Financial Officer of Thomson Healthcare. He has over twenty-five years of financial leadership experience, and has led numerous acquisitions and divestitures from planning through integration.