Confidentiality In The M&a Process

A confidentiality agreement is typically the first agreement entered into by the parties considering a potential merger or acquisition. While seemingly straightforward, the issue of confidentiality is often critical to the success or failure of the transaction. Both buyers and sellers have several key reasons to be concerned about confidentiality, including client/customer and employee reactions, market intelligence, and competitors.

2010 continues to show signs that merger and acquisition activity will increase, such as increased confidence in private and public sectors, companies with plenty with cash on hand, and improving economic indicators. As such, sellers in 2010 and 2011 can reasonably expect that they will encounter an M&A market with multiple targets looking to be acquired and an increased number of buyers looking to pay better multiples.

Wyatt Matas & Associates expects strategic buyers (competitors or those in similar businesses as the seller) to be the most active buyers and be willing to pay better valuations. Financial buyers are still reliant debt markets to finance much of the transactions, which have yet to work themselves out. To this end, managing the vetting of the buyer, due diligence, and transaction process while maintaining confidentiality will be very difficult and more important.

Given the challenges in protecting confidentiality, companies should consider the following to help mitigate risk, manage confidentiality, and ensure a smooth transaction process.

While a confidentiality agreement is typically the first agreement to be entered into during a M&A transaction, the importance of confidentiality starts when the seller decides to pursue a sale.

The following are key points for confidentiality in the beginning of the M&A process:

Limiting exposure early on is key. Those sellers that plan on using an M&A advisor should be careful to pick an advisor that can access key decision makers directly. Do not sign with a broker that lists businesses for sale on websites, blast faxes or emails. These approaches are typical for business brokers. The vast majority of responses to business-for-sale advertisements are not serious or qualified. Businesses need to protect exposure to only serious buyers during this process. A broker will place a blind ad to attract interest and prematurely divulge information before appropriate buyer due diligence has been preformed. Typically, an investment banker will vet a potential buyer before contacting them and have the credibility to access C-level executives directly, assuming the strategic route is the preferred strategy. This allows for a frank conversation about the real interest of the potential buyer and how confidentiality will be handled within the buying company.

Identify potential warning signs early in the process. While time consuming, the potential buyer vetting process is critical to protect confidentiality. If asked in a blind call without the appropriate due diligence, most potential strategic and financial buyers will initially express interest in reviewing the sellers selling documents, if only to gain insight into a competitor or industry. While these selling documents are a necessary part of the acquisition process, only those qualified buyers should receive such documents. The vetting process should serve to identify potential buyers business plans, legal structures, competition approvals, and other strategic considerations that could potentially enhance or derail the deal later.

Avoid premature disclosure. As mentioned above, it is necessary to disclose certain information about the sellers business in order to have productive conversations with potential buyers. However, sellers have significant motivation to avoid the premature disclosure of certain information that might do irreputable harm to the business if the transaction does not close or if they do not decide to sell. Failing to manage the release of information or preparing for the inevitable rumors surrounding a deal can result in several unfavorable consequences:

If employees learn their company is looking to sell, they may quit out of fear of the unknown. Disruptions in staff or operations can serve as a deterrent to potential buyers to continue the deal.
Competitors may use the information to undermine your companys standing with clients/customers and other business partners by painting an air of weakness or uncertainty.
If there are negative issues within the selling company that will eventually need to be disclosed to a potential buyer, managing the release and positioning of that information is essential to preventing the derailment of the transaction.

Maintain confidentiality throughout the transaction. Confidentiality does not stop with the introduction of the selling company to one or multiple buyers at the start of the acquisition process. Protection of confidentiality continues through the transaction process all the way through the closing of the potential deal. This requires some give and take from both the buyer and seller. The seller wants to be assured that the transaction will close on the terms agreed to in the letter of intent, and the buyer wants to be assured that they are buying what they were presented during the pre-LOI stages. Protecting confidentiality during this stage of the transaction requires a firm hand on the sellers part where appropriate, but a willingness to compromise once milestones are hit by the potential buyer.

If a transaction is being managed properly, weekly calls between the buyer and seller will take place to update each side on the progress of the transaction. Part of the weekly agenda should be a discussion of confidentiality issues that might develop in the coming week. This reminds the buyer that confidentiality is important to seller and addresses how to proactively handle specific areas of concerns before they occur.

Ensuring confidentiality in the M&A process is key for a successful deal. While deals typically do not suffer from too much discretion, a failure to limit exposure, manage information, and protect information can derail a transaction and have negative consequences for a company. Enlisting the services of an real advisor helps to ensure appropriate confidentiality throughout the transaction.

Arseus NV (RCUS) – Financial and Strategic SWOT Analysis Review

Arseus NV (Arseus) is a healthcare service provider. The company operates its business through four segments, namely, Fagron Group, Corilus, Healthcare Solutions (Arseus Dental) and Healthcare Specialties (Arseus Medical). It together with its subsidiaries develops and distributes healthcare products and services for healthcare professionals including doctors, dentists, pharmacists, and hospitals. Arseus offers raw materials, services and concepts, and ready-made products, which are used in hospitals and pharmacies. The company imparts IT solutions to dentists, general practitioners, ophthalmologists and veterinarians, and also dental practitioners with solutions and services such as workflow and practice management, and interpretation. It operates a manufacturing facility located in Switzerland. Arseus Dental is subdivided into 3 divisions, namely, Arseus Dental Solutions, Arseus Dental Lab and Arseus Dental Technologies. Arseus is headquartered in Rotterdam, Belgium.

This comprehensive SWOT profile of Arseus NV provides you an in-depth strategic analysis of the company’s businesses and operations. The profile has been compiled by GlobalData to bring to you a clear and an unbiased view of the company’s key strengths and weaknesses and the potential opportunities and threats. The profile helps you formulate strategies that augment your business by enabling you to understand your partners, customers and competitors better.

This company report forms part of GlobalData’s -Profile on Demand’ service, covering over 50,000 of the world’s leading companies. Once purchased, GlobalData’s highly qualified team of company analysts will comprehensively research and author a full financial and strategic analysis of Arseus NV including a detailed SWOT analysis, and deliver this direct to you in pdf format within two business days. (excluding weekends).

The profile contains critical company information including*,

– Business description – A detailed description of the company’s operations and business divisions. – Corporate strategy – Analyst’s summarization of the company’s business strategy. – SWOT Analysis – A detailed analysis of the company’s strengths, weakness, opportunities and threats. – Company history – Progression of key events associated with the company. – Major products and services – A list of major products, services and brands of the company. – Key competitors – A list of key competitors to the company. – Key employees – A list of the key executives of the company. – Executive biographies – A brief summary of the executives’ employment history. – Key operational heads – A list of personnel heading key departments/functions. – Important locations and subsidiaries – A list and contact details of key locations and subsidiaries of the company. – Key manufacturing facilities – A list of key manufacturing facilities of the company. – Detailed financial ratios for the past five years – The latest financial ratios derived from the annual financial statements published by the company with 5 years history. – Interim ratios for the last five interim periods – The latest financial ratios derived from the quarterly/semi-annual financial statements published by the company for 5 interims history.

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Culture Eats Strategy For Breakfast

Management guru Peter Drucker clearly understood that corporate culture is an incredibly powerful factor in a company’s long-term success. He is right! No matter how good your strategy is, when it comes down to it, people always make the difference.

So how do you create a great culture? Does it just happen or can you shape it?

First, you have to define what your culture is and more importantly you must live it and protect it. Living it begins at the top. If people don’t see the executives living and displaying the corporate values that they expect others to live by, the end is near. However, the problem is that most companies don’t seriously take the concept of defining their values. Often they go through the process of identifying values they feel are necessary, but really these are just empty words that don’t mean anything. They check the box and move on. What a waste of time. Or worse, sometimes corporate values are selected as a strategy to “rally the troops” and are really manipulative in nature. This concept can cause resentment and backfire completely.

We find that the best corporate values are those that are personalized and reflect the true beliefs of the company. Above all, avoid standard one word solutions like: integrity, honesty, ethical, teamwork, etc. The best solution is when the values are clearly understood so they truly influence how people make decisions and behave on a daily basis. It is important to remember that values do not drive the business; they drive the people within the business. Values must be internalized by the people in the organization to have meaning.

As part of our process in helping companies develop their core guiding statements of Purpose, Vision and Mission we often evolve and clarify an organization’s values to reflect their culture. Many clients prefer to keep their values internal and not publish them externally. To illustrate our beliefs, I’ll use an example that many people are familiar with. Zappos CEO, Tony Hsieh, and his team represent a great example of how corporate values can drive business success. Take a look at their viewpoint in words, photos and video.

Zappos Family Core Values What puts the Zap in Zappos

“As we grow as a company, it has become more and more important to explicitly define the core values from which we develop our culture, our brand, and our business strategies. These are the ten core values that we live by:”

* Deliver WOW Through Service
* Create Fun and A Little Weirdness
* Embrace and Drive Change
* Be Adventurous, Creative, and Open-Minded
* Pursue Growth and Learning
* Build Open and Honest Relationships With Communication
* Build a Positive Team and Family Spirit
* Do More With Less
* Be Passionate and Determined
* Be Humble