M&A deals can involve huge sums of money. For instance, the beer company AB InBev spent $130bn on SAB Miller, one of its largest competitors, in 2015. As a comparison, South Africa's GDP was ~$300bn the same year.
These situations can be extremely stressful for companies' executives both on the buying and selling sides. Most CEOs only do a handful of acquisitions in their career and are therefore not that familiar with the process. If things go wrong, they could literrally lose their job.
As a consequence, management consultants are often brought into these situations to help. Most top firms including McKinsey, BCG and Bain have Partners specialised in helping CEOs and CFOs navigate M&A.
There is therefore a good chance that you will come across an M&A case study at some point in your consulting interviews. Preparing for this situation is important. Let's first step through why companies buy each other in the first place. Second, let's discuss how you should structure your framework in an M&A case interview. And finally, let's practice on an M&A case example.
Why do companies buy each other?
Imagine you are the CEO of a large beer company called AB InBev. What are the reasons you would decide to buy your competitor SAB Miller? Let's step through the three most common ones.
Reason #1: Undervaluation
The first reason you might decide to buy SAB Miller is that you think it is undervalued by the stock market. For instance, SAB Miller owns leading beer brands in Africa and China. And your analysis might suggest that beer consumption in these markets is going to grow even faster than everyone else expects. The stock market might value SAB Miller at $130bn, but you think it is actually worth $150bn because of the insights you on have on Africa and China. If that's only reason you are buying, you would behave as a pure financial investor.
Reason #2: Control
The second reason you might buy SAB Miller is that you think it is poorly managed and you can do a better job than the current management if you get control. For instance, you might think that SAB Miller's marketing team really isn't doing a good job. The current revenues of the company are $50bn, but you estimate that you can grow these revenues to $55bn by adjusting the marketing messages and without spending additional money. In that case, you'll pay $130bn for SAB Miller today, but once you've adjusted the marketing strategy and increased revenues, it will be worth much more.
Reason #3: Synergies
The final reason you might buy SAB Miller for $130bn is that you think you can create value by combining it with your own company. Let's assume AB InBev was worth $200bn at the time of the purchase. As the CEO you could have reasons to believe that the combination of both companies would be worth MORE than the individual parts; i.e. more than $330bn ($200bn + $130bn). For instance, if you combine both entities, you might decide to keep the AB InBev marketing team and to let go the SAB Miller one. The combined entity would maintain the same revenues but have lower costs and therefore higher profits. This is what's called synergies.
Having a high-level understanding of the three concepts above is more than enough for the purpose of case interview preparation. But if you are interested in the topic and would like to read more about it, we would recommend the following McKinsey article about successful acquisition strategies.
M&A case framework
Right, now that you have a high-level understanding of why companies buy each other in the first place, let's discuss the framework you should use to analyse the transaction.
Partners at McKinsey, BCG and Bain typically look at 4 areas when working on M&A cases. Let's step through them one by one and list the questions you'd want to answer in each.
1. The market
The first area consultants typically analyse in M&A cases is the market. This is extremely important because a big part of the success or failure of the acquisition will depend on broader market dynamics. Here are some of the questions you could look into:
- Are both companies (buyer / target) in the same markets (e.g. geographies, customers, etc.)?
- How big is the market? And how fast is it growing?
- How profitable is the market? And is its profitability stable?
- How intense is the competition? Are there more and more players?
- How heavily regulated is the market? Are there barriers to entry?
|Note you can get inspiration from Porter's 5 forces for this section of your framework. If you would like more details about it, you can read our case interview frameworks guide.|
2. The target
The second important area to analyse is the company you are thinking of acquiring (i.e. the target). Your overall objective here will be to understand how attractive it is both financially and strategically.
- What is the current and future financial position of the target (e.g.: revenues, profits, etc.)? Is it under / overvalued?
- Does the target own any assets (e.g.: technology, brands, etc.) or capabilities (e.g.: manufacturing know-how) that are strategically important to the buyer?
- What's the quality of the current management? Do we believe we can add value by getting control and running the company better?
- Is the target company's culture very different? If so, are we confident it could still integrate well with the buyer?
3. The buyer
The third area consultants typically analyse is the buyer (i.e. the company buying the target). It is important to have a good understanding of what's motivating the purchase the target and whether the buyer has adequate financial resources.
- What's the acquisition rationale? Undervaluation, control, synergies or a combination?
- Can the buyer easily finance the acquisition? Or will it need to lend money?
- Does the buyer have any experience in integrating companies? Was it successful in the past?
- Is this the right time for the buyer to acquire another player? Does it risk losing focus?
4. Synergies and risks
And finally, the last area to analyse is the synergies and risks related to the acquisition. This is usually the hardest part of the analysis as it is the most uncertain.
- What is the value of the individual and combined entities?
- Are there cost synergies (e.g.: duplication of roles, stronger buying power, etc.)?
- Are there revenue synergies (e.g.: product cross-selling, using the target's distribution channels for the buyer's products, etc.)?
- What are the biggest risks that could make the acquisition fail (e.g. culture fit, regulation, etc.)?
It is almost impossible to cover all these aspects in a 40mins case interview. Once you will have laid out your framework, your interviewer will then typically make you focus on a specific area of the framework for the rest of the case. This is usually the market, or the target company. But can also sometimes be the other two points.
M&A case examples
Ok, now that you know how to analyse M&A situations, let's step through a few real life examples of acquisitions and their rationale. For each example, you should take a few minutes to apply the framework you've just learned. Once you have done that, you can then read the actual acquisition rationale.
Situation #1: At the beginning of the 2010s, IBM went on an acquisition spree and purchased 43 companies over 3 years for an average of $350 million each. All of these companies had smaller scale than IBM and slightly different technology.
Rationale: The main reason IBM decided to buy these 40+ companies is that they could all benefit from the firm's global sales force. Indeed IBM has a presence in the largest software markets in the world (e.g. North America, Europe, etc.) that smaller companies just don't have. IBM estimates that thanks to its footprint it could accelerate the growth of the companies it purchased by more than 40 percent over the two years following the acquisition in some cases. This is a typical product distribution synergy.
Situation #2: In 2010, Apple decided to buy Siri, its now famous voice assistant. And in 2014, it decided to purchase Beats Electronics which had just launched a music streaming business. Both acquisitions were motivated by similar reasons.
Rationale: In both the Siri and Beats cases, Apple had the capabilities to develop the technology / product it was purchasing itself. It could have built its own voice assistant, and its own music streaming business. But it decided not to. The reason they thought it would be better to buy a competitor is that it was going to enable them to offer these solutions to their customers QUICKER. To be more precise, they probably estimated that offering these products quicker was worth more money than the savings they would make by developping the technology on their own. This is a typical revenue synergy that's widespread in the technology space.
Situation #3: Volkswagen, Audi and Porsche have been combined companies since 2012. Mergers are common in the automative industry and usually motivated by a central reason.
Rationale: The cost to develop a new car platform is really high. It takes years, hundreds of people and millions of dollars. By belonging to the same group, Volkswagen, Audi and Porsche can actually share car platforms and reuse them for different models with different brands. For instance, the Audi Q7, the Porsche Cayenne and the VW Tourage all run on the same underlying platform. This is a typical cost synergy.
Acquisitions are high-stake situations during which CEOs often feel they need the support of consultants. You should therefore expect to come across M&A cases at some point during your interviews. That being said, your interviewer won't expect you to be an M&A expert. Having a high-level understanding of what motivates companies to buy each other as well as knowing the framework listed above should be sufficient M&A knowledge.
After all, M&A cases, are normal case interviews. What will determine if you succeed or not is your ability to think and communicate in a structured way, not your detailed knowledge of how M&A works. So it's a good idea to spend some time on M&A cases, but don't let it distract you from your broader case interview preparation.
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