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Lessons Learned from Failed Mergers

Buying or selling a company? Learn how to avoid the most common mistakes in these business transactions.
June 21, 2011
URL: http://www.entrepreneur.com/article/219824
Eyes wide open: Fentress Seagroves' M&A strategy.
Photo© Natalie Brasington

Q: Roughly two in three mergers and acquisitions don't succeed. What lessons can businesses learn from what went wrong?

A: Many botched transactions can be traced to something your mother used to tell you: Study harder. Companies that don't thoroughly assess all sides of an acquisition--pre- and post-close--increase their chances of becoming one of those failures.

"I like to tell my clients that you can learn lessons from successful transactions, from failed transactions, from any transaction," says Fentress Seagroves, a principal with PricewaterhouseCoopers' transaction services group, which advises on merger and acquisition strategy. "All will raise different challenges."

In Seagroves' view, each successful acquisition has three common traits: a disciplined corporate strategy, a thorough due-diligence process and attention to transitional risk.

Corporate Strategy
Companies that steer their way through a successful acquisition keep their eyes peeled for such growth opportunities as a matter of policy.

"Failure in a transaction is often created by the lack of a disciplined approach," Seagroves says. "You have to do the same amount of research in an acquisition as you would trying to grow organically."

In the M&A world, the sit-back-and-wait approach does not cut it as a corporate strategy. "We like for our clients to be always on," Seagroves says. "We want them to think about an acquisition strategy as a core discipline. It can't just be ‘Let's go out and do an acquisition.'"

Due Diligence
You can't cut corners at this step in the acquisition process. And due diligence doesn't just mean checking the other company's financials--it's far more complex than that.

"It's tax due diligence, technology, human resources, risk management," Seagroves says. "Each one will shed light on the others."

Say, for example, the sales team at the business you're looking to purchase paints a rosy picture of 15 well-diversified customers. "But if you dig down deeper, you might find that five of these customers' contracts are coming up in a year," Seagroves says. "Are we at risk of losing these customers?"

Transitional Risk
During the transition phase, Seagroves suggests being prepared to hire outside advisors to counsel you on legal, environmental, tax and other matters.

"Spend a lot of time on how the contract can create protections for you," Seagroves says. "You have to be sure all those things you planned in the beginning--why this is a strategic fit--actually happen. These aren't things you start thinking about at close."

And your work isn't done once the papers are signed. "In a lot of ways, that's just the beginning," Seagroves says, noting that a successful transaction requires planning, even for the unexpected, like losing key employees or customers. "It's very hard to change a business effectively if you don't know what you're going to be up against, post-close."