Bangkok Post

Acquiring a Digital Company? Time to Learn New M&A Skills

Doing digital M&A right means upending the way most companies approach financing, due diligence and post-merger integration.

By Arnaud Leroi and Derek Keswakaroon

Published on September 28, 2017
min read


This article originally appeared on Bangkok Post. Even for experienced deal makers, a first digital acquisition is an education. Companies acquire digital properties to accelerate their overall strategy, as Publicis Groupe did when it acquired Sapient for US$3.7 billion in 2014 to help it make the leap from a traditional advertising company to a digital one. But companies often find that a digital merger and acquisition (M&A) is quite a different beast from the conventional process they are used to. Many end up paying a high premium for the acquisition, betting on a fast—although uncertain—development. Few executives appear prepared for the challenges. When we interviewed top M&A executives, three-quarters of them said digital disruption had had a relatively large impact on their M&A strategy. However, only 11% described themselves as being "mature" or "advanced" on the learning curve. So, how do you to move up the learning curve? Doing digital M&A right means upending the way most companies approach financing, due diligence and post-merger integration. Let's start with financing. Determining the right valuation begins by understanding how the acquisition will affect your company's equity proﬁle. You want to signal to the market that the digital acquisition is part of a series of moves that will help you win in the digitisation of your industry. Because digital targets tend to be expensive, using stock to finance a deal rarely works; existing shareholders won't accept so much dilution. On the other hand, paying 100% cash may expose the company to overvalued goodwill and future write-offs. To mitigate the risk linked to high multiples, you need to evaluate all potential ﬁnancing solutions, considering adapted payment terms such as earn-outs or other deferred payment mechanisms. Read the full article at Bangkok Post. Arnaud Leroi is a partner in the Paris office of Bain & Company and leads the firm's M&A practice in Europe, Africa and the Middle East. Derek Keswakaroon is a Bain & Company partner based in Bangkok.

This article originally appeared on Bangkok Post.

Even for experienced deal makers, a first digital acquisition is an education. Companies acquire digital properties to accelerate their overall strategy, as Publicis Groupe did when it acquired Sapient for US$3.7 billion in 2014 to help it make the leap from a traditional advertising company to a digital one.

But companies often find that a digital merger and acquisition (M&A) is quite a different beast from the conventional process they are used to. Many end up paying a high premium for the acquisition, betting on a fast—although uncertain—development.

Few executives appear prepared for the challenges. When we interviewed top M&A executives, three-quarters of them said digital disruption had had a relatively large impact on their M&A strategy. However, only 11% described themselves as being "mature" or "advanced" on the learning curve.

So, how do you to move up the learning curve? Doing digital M&A right means upending the way most companies approach financing, due diligence and post-merger integration.

Let's start with financing. Determining the right valuation begins by understanding how the acquisition will affect your company's equity proﬁle. You want to signal to the market that the digital acquisition is part of a series of moves that will help you win in the digitisation of your industry.

Because digital targets tend to be expensive, using stock to finance a deal rarely works; existing shareholders won't accept so much dilution. On the other hand, paying 100% cash may expose the company to overvalued goodwill and future write-offs.

To mitigate the risk linked to high multiples, you need to evaluate all potential ﬁnancing solutions, considering adapted payment terms such as earn-outs or other deferred payment mechanisms.

Read the full article at Bangkok Post.

Arnaud Leroi is a partner in the Paris office of Bain & Company and leads the firm's M&A practice in Europe, Africa and the Middle East. Derek Keswakaroon is a Bain & Company partner based in Bangkok.