Four Questions to Ask Before Beginning an
Acquisition Effort

By Z. Christopher Mercer, ASA, CFA
There are a lot of things to think about when you endeavor to acquire a
business. One major consideration is to understand how the existing
owners ran the business and what in terms of resources – both financial
and human - you bring to the table that will enable you to run the
business.
Asking the right questions, doing the necessary research, and
establishing an effective business plan are all part of the
pre-acquisition process. There are advantages to buying a business
rather than building it from scratch. You will gain an existing economic
infrastructure that includes a customer base, employees, a lease,
suppliers and presence in the marketplace. It is still necessary to
carefully evaluate the target company especially if it operates outside
of your industry. The geographical region must also be studied to
understand the competition and demographics.
Here are the questions to ask before beginning an acquisition
process —
Why do we want to consider making an acquisition?
There should be one or more compelling answers. There can be the desire
to —
- Accelerate growth in a basic business
- Add product lines
- Expand into new areas
- Enter new geographical markets
- Acquire capable management
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SIDEBAR
Acquisition Checklist
The following (not all
inclusive) is a list of issues to consider about an
acquisition target prior to
proceeding —
-
Is there pending or ongoing
litigation?
-
Who owns titles to the
company’s assets?
-
Are there any workers’
compensation or unemployment claims?
-
Are there any pending
employee lawsuits?
-
Does the business own the
patents and copyrights?
-
Does the company hold
registered trademarks?
-
Are the licenses and tax
registration certificates transferable?
-
Does the company have union
problems?
-
Are there any existing
environmental problems?
-
Does the company have
outstanding warranties and guarantees to its customers?
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When do we want to consider making an acquisition?
The process of engaging in an acquisition – not to mention an
aggressive program of acquisitions – is time-consuming and can absorb
critical management time and energy that may be needed for the basic
business. The proper time is when management has the time and energy to
engage in the process at the appropriate levels.
How are we going to engage in this acquisition effort?
Conducting an acquisition involves many steps and phases. Targets
have to be identified, qualified and contacted; your proposal has to be
presented to the potential sellers; and negotiations have to be
conducted with one or more prospects, perhaps simultaneously, so that
the transaction can be completed in a reasonable timeframe. And if
multiple acquisitions are being explored, consider how much more
difficult this process becomes.
It is vital that you conduct a due diligence study of the target
company. You need to thoroughly review copies of the company’s financial
records, including the cash flow statement; balance sheet; receivables
and payables; employee files, including benefits and employee contracts;
pending litigation; and any tax liabilities.
What are we going to do if we actually succeed?
It is essential to begin planning for the integration of the target
company before the acquisition process begins. If you cannot envision
how the target(s) would fit financially and culturally in order to begin
to articulate a business plan for integration – even if only
conceptually at first – you may not be ready.
Remember that the acquisition is not the end objective. A
successfully integrated and profitable acquisition is the objective, so
begin with the end in mind.
About the Author
Z. Christopher Mercer, ASA, CFA, is founder and CEO of Mercer Capital
located in Memphis, Tennessee. Mercer Capital provides business
valuation and investment banking services to a national and
international clientele. Investment banking services are provided
through Mercer Capital Advisors which specializes in providing merger
and acquisition services to sellers or buyers of private businesses or
public companies; divesting divisions; and subsidiaries. Chris can be
reached at
mercerc@mercercapital.com. |