Tag Archives: Due Diligence M&A

Mergers and Acquisitions, or M&As for short, have long been bases of corporate tactics, through development and diversification, among many other factors that impact competitive advantage. The origination stage, whereby the potential transactions are identified and pursued, is very critical to most successful M&A outcomes. In recent years, technological advances, sector-specific trends, and innovative strategies have greatly altered the very landscape of M&A deal origination. The report discusses the positive dynamics driving the M&A deal origination.

 

Booming M&A Market

The global M&A market has been stupendous, considering solid and robust activity in the origination of deals. Global M&A deal volumes increased to around $3.7 trillion during the year 2023, according to Refinitiv. That volume reflected a 9% increase from the previous year’s total of $3.4 trillion. This upward trend underlines a very vibrant market where the origination of deals is flourishing.

Key Trends in M&A Deal Origination

Key Trends in M&A Deal Origination

Technological Advancements

Improved Data Analytics

Integration of technology has transformed the M&A deal origination process. Currently, advanced data analytics and AI form the heart of identification and evaluation processes for potential deals. Over 60% of the major investment banks and advisory firms have begun using tools based on AI and machine learning to Boost deal sourcing and valuation processes in an offer to enable better identification of target companies, predictive market analysis, and efficient due diligence.

Analytics and Machine Learning

Innovative applications of machine learning algorithms are used today for the prediction of potential M&A deals. Companies that take predictive analytics on board for origination close 15% more deals than other firms that still take the standard mode of origination. This is because predictive models are able to adequately propose promising targets given past historical data and many market conditions, thus enabling proactive actions by firms.

Industry-Specific Trends

Technology Industry
It appears that technology M&A deal origination value closed at $1.2 trillion as of 2023, having covered over 30% of the global M&A market in terms of value. This proves the significant interest in acquiring innovative technological competencies and digital assets.

Healthcare Industry
The M&A deal origination in health care peaked at about $800 billion in 2023. This figure is an increase of about 12 percent compared with the figure of the previous year. As per the Merger market, this trend continues. This indicates broad consolidation and innovation in health care, pharmaceuticals, and biotechnology with new, more efficient, and sophisticated healthcare solutions.

Geographic Diversification

Emerging Markets

Emerging markets are now increasingly becoming more attractive for M&A deal origination, especially because of prospects for growth and an expanded consumer base. Cross-border M&A involving emerging markets escalation (15% to 650 billion dollars in 2023). This rise in transactions reflects a positive trend in deal origination, where companies are actively looking for growth opportunities in high-potential areas.

Regional Growth

Growth in areas such as in Asia-Pacific and Latin America. As compared to last year EY pointed out that the Asia-Pacific region represented 35% of global M&A deal origination volume in 2023. An increase of 10%. Growth within these regions is influenced by a good economy and an increased emerging middle-class population, together with the development of investment opportunities.

 

Strategic Deal Origination Approaches

M&A Deal Origination- Strategic Approaches

M&A Deal Origination- Strategic Approaches

Proactive Outreach

Probably the oldest yet most efficient M&A deal origination strategy is active outreach and relationship building. Companies that are involved with possible targets through networking and partnerships are in a position to source many valuable opportunities. Even Deloitte, also found it to be a key indicator, where firms, that went out actively to solicit opportunities, have a 30 percent greater chance of closing deals than those that rely on incoming inquiries only.

Leveraging Industry Expertise

It is important to identify and analyze potential M&A targets using industry knowledge and experience. Companies employing sector-related insights during the building of strong ties within an industry are more likely to identify the potential earlier on. This has been supplemented by data from the M&A Research Centre, which indicated that 45% of completed deals were sourced through industry relationships and expert networks, thereby further validating the value addition arising from sector-related knowledge for the origination of a deal.

Innovative Deal Structures

Flexible Deal Terms

More businesses are also showing greater deal origination success because of innovative deal structures and more flexible terms. Increasingly more businesses are turning towards creative approaches like earn-outs and contingent payments to facilitate a deal. According to a Bain & Company report, deal structures have become more flexible allowing negotiations to not be very contentious and much more appealing, with proper interest alignment between buyers and sellers.

Strategic Partnerships

The companies are also origination deals through strategic partnerships and joint ventures. These involve collaborative arrangements that result in companies getting into partnerships or collaborations with other companies to explore opportunities before undergoing fully-fledged acquisitions. The Harvard Business Review contributes this idea by claiming that partnerships of such natures offer understanding and thus make the easier flow

Positive Impact of ESG Factors

Sustainability and ESG Investments

Environmental, Social, and Governance (ESG) factors are increasingly influencing M&A deal origination. With increasing attention to ESG at both the strategic level and in line with company’s long-term priorities, there has indeed been a surge in the number of deals across sectors that support the sustainability goals. According to EY, by 2025, ESG-oriented M&A deal origination will account for 25% of total M&A activity, with the trend already beginning to turn the corner into a more responsible, impact-driven direction.

Increased Transparency

Although ESG is increasingly gaining prominence, on this occasion this has driven more openness on deal origination. Companies employ greater advanced due diligence that evaluates both the proposed target’s ESG performances with a view to potential acquisition, thus typically creating more high-quality deals and aligning the same with broader corporate responsibility goals.

Magistral’s Services for M&A Deal Origination

Market Research and Analysis

It encompasses an in-depth market study to identify trends and potential target companies.

Target Identification

Utilizing advanced analytics and databases to pinpoint strategic acquisition targets based on specific criteria.

Valuation Services

Providing accurate valuation of potential targets using various financial models and metrics.

Due Diligence Support

Offering thorough due diligence processes to evaluate the financial, operational, and strategic fit of potential deals.

Industry Expertise

Leveraging sector-specific knowledge to identify opportunities and assess market conditions effectively.

Relationship Building

Facilitating introductions and networking opportunities between potential buyers and sellers.

Transaction Structuring

Assisting in designing flexible deal structures that align interests between parties, including earn-outs and contingent payments.

ESG Advisory

Providing insights into Environmental, Social, and Governance factors to ensure alignment with sustainability goals in M&A activities.

Strategic Partnerships

Advising on joint ventures and partnerships as preliminary steps before full acquisitions.

Post-Merger Integration Planning

Offering support in planning and executing integration strategies post-acquisition to maximize synergies and value.

 

About Magistral Consulting

Magistral Consulting has helped multiple funds and companies in outsourcing operations activities. It has service offerings for Private Equity, Venture Capital, Family Offices, Investment Banks, Asset Managers, Hedge Funds, Financial Consultants, Real Estate, REITs, RE funds, Corporates, and Portfolio companies. Its functional expertise is around Deal origination, Deal Execution, Due Diligence, Financial Modelling, Portfolio Management, and Equity Research

For setting up an appointment with a Magistral representative visit www.magistralconsulting.com/contact

About the Author

The article is authored by the Marketing Department of Magistral Consulting. For any business inquiries, you can reach out to prabhash.choudhary@magistralconsulting.com

AI and other advanced data analytics are changing the origination landscape of deals in terms of sourcing, valuation, and due diligence.

Growth as well as increasing consumer base in the emerging markets, with a major surge in cross border M&A, especially in 2023.

Pro-active outreach as well as the use of industry expertise are excellent strategies; firms that are networking proactively have a higher success rate.

ESG factors have gained significant influence over the course of M&A as almost a quarter of the deals are likely to be ESG-related by 2025. This will once again increase transparency and align with the overall corporate responsibility objectives.

What is Due Diligence?

Due Diligence Definition: It is an exercise done to check the quality of an investment before committing funds to it. There are lots of claims that are made by an asset manager, a company founder, a real estate developer, or anyone else who is interested in selling the asset or a stake of it thereof. These claims need to be satisfactorily validated before the funds are committed to buying the asset or a part of it.

 

Due Diligence in Finance

Due diligence is a general term of analyzing the investment before committing the funds. Financial due diligence concerns with the assets that generate returns and are financial in nature like private or public companies, start-ups, hedge funds, real estate, and real estate funds.

 

What does due diligence consist of?

Due diligence for financial aspects validates the claims of the seller through a detailed study of the documentation supporting the sellers’ claims. The Due Diligence period depends on the size and the nature of the asset on which it is being performed. The speed at which the data is made available also impacts the Due Diligence period. A start-up which is a small set-up could be checked in say a few weeks’ time, whereas bigger corporates may take months before the exercise for the whole company is performed.

Due Diligence Process

The process sometimes may take long periods and may require expertise. An external consultant can be hired for a Due diligence fee to make the process more objective

Here are the steps that are required for a detailed Due Diligence exercise:

Establishing the purpose of the investment

The investor needs to identify the purpose of the investment to do due diligence on the relevant aspects of the financial assets. For example, an investor wants to invest in a start-up with an aim of explosive growth in the next few years, so that he could exit the investment with massive gains. Or another investor wants to invest in a Real Estate fund specializing in infrastructure to generate a regular flow of income. Establishing the purpose clarifies the areas where the due diligence should be focused on. This leads to the development of the Due Diligence framework

Identifying the focus areas for Due Diligence

Once the purpose is established, investors should identify their focus areas for due diligence accordingly. In the above example say for the start-up the future growth is very important. What are the factors on which the future growth would depend? These are the market in which the start-up operates, its competition, its product, the capability of the team, etc. Similarly, for the Real Estate investment, the quality of underlying assets is important so that the investor could be assured of regular returns. This leads to doing due diligence on the type and quality of investments done by the RE fund, contracts signed, leases, rent rolls, tenants, users, market conditions, and everything else that may have an impact on the RE yield, where the fund operates

Preparing Due Diligence Questionnaires

A questionnaire needs to be prepared for each focus area. The way it works is that one starts with a broad question and set of other supporting questions. The questionnaire is followed by the collection of all the relevant data and documents. The seller provides the due diligence documents through data rooms, that could be physical or virtual. Investors or their representatives go through the details of all the data and documents and ask for clarifications if that is so required. A Due diligence checklist is also prepared to find out all the relevant supporting documents. A Due Diligence Analyst keeps track of the documents in the data room and the actions completed.

Preparing Due Diligence Report

Once the study of all the data and documents is complete, the service provider prepares a due diligence report for the investors. It carries all the details about the investments, outcomes that could reasonably be expected from the investments, and red flags that the investor should be concerned about. Some reports clearly suggest if the investor should go ahead with the investment at all

Magistral Consulting has experience in conducting due diligence for start-ups, private companies, public companies, and funds. It covers all aspects of due diligence done by Private Equity, Venture Capital, Investment Banks, Family Offices, and Fund of Funds. Here are the broad types of Due Diligence

Types of Financial Due Diligence

Various types of Due Diligence performed by Investment Banks, Private Equity, Venture Capital and Family Office firms

Due Diligence of a Company

Due diligence for companies is typically done before investing in or Mergers and Acquisitions of companies. This is also done before buying a business. The areas covered in the process largely depend on the size of the company and the purpose of the investment. While doing due diligence for companies, the following are the areas that should be looked into

Financial Performance-Past and Forecast

This is very critical for bigger companies. As usually the investments are done for returns from stocks, which is directly related to the expected financial performance of the company. It also impacts company valuation and stock price. Past financial performance is pulled out and compared with regulatory filings. Also studied are the market, trends, cyclicity, inventory, and other financial aspects. P&L and balance sheets are dived into to find any outliers. This is compared with peers in the same industry to look for anything that may raise suspicion. Forecast assumptions are checked for validity. Departmental budgets are scrutinized for authenticity and to find improvement potential. Previous audit reports are seen for regularly repeated observations. Usually, for start-ups, this is not a critical factor, as they are still in process of streamlining the revenue sources. Still, for start-ups that are looking to raise funds beyond seed or Series A, it’s imperative to get into the details of financials.

Strategy

Another aspect of companies that need closer careful evaluation is their strategy. The growth rates of the markets, and product categories, it plans to expand into is closely studied. It is checked if the current portfolio of its products and services is the most favorable from cost and growth perspectives. Risks are also evaluated along with the competition of the company. In the case of Start-ups and smaller companies, growth rates, competition and trends are looked into closely to verify the assumptions made while valuing the company

Operations

various other functions of the company are also studied under this like Manufacturing, Procurement, Human Resources, Technology, etc. It is evaluated with a lens of efficiency and cost. This is to evaluate the scope of operational efficiency in case the ownership of the company changes hands. Again this is not so important for smaller or start-up companies.

Team

Due diligence on the team is very important for start-up companies. Their experience, skills, qualifications, and past achievements are looked into to have a comprehensive view of their capabilities and future potential. This factor is not that important in the case of large companies where this exercise is being done for M&A

Product

This is very important for SaaS-based tech start-ups. The product needs to be checked as to where is it in the development stage. If it is fully developed, whether its UI, features, etc. are working properly. If not how much time and effort will go into developing the product. Is there even a chance of whether the team will ever be able to develop the product? For bigger companies, the entire portfolio of the product is studied to find out winners

Customers

In the case of B2B health of the biggest clients is checked out to suggest the sustainability of the market for the company. In the case of the B2C demographic profile and its future changes are analyzed to understand any revenue impact in the future. For SaaS-based tech companies, the nature of customers is understood whether they are free, freemium, or paid and the average ticket price to understand the sustainability of the business in the long run

Due Diligence of Funds

Due diligence of funds is usually done by Fund of Funds, Family Offices, and other investors who are interested in investing in the fund. The process, in this case, is different from the  process followed in case of companies

Activities of Due Diligence

Major differences between due diligence of companies and funds

Here are the items that are looked at while performing due diligence for the funds

Fund Performance

This is true for both Real Estate and Hedge Funds. All the technical parameters related to the fund performance are looked at while making a decision.  This evaluates not only the returns that the fund has generated in the past but also the volatility and the risk taken to produce those returns. Funds’ performance is benchmarked with the indices that carry no investment risks

 

Team

Here the profile of Fund Managers is looked into. Their experience qualification and past performance are looked into while evaluating the team. This is again true for both Hedge Funds and Real Estate funds

 

Investment Focus

The investment focus of the fund is analyzed to see if it is in line with the expectations of the investor. If it is a hedge fund that its markets, stocks, and geography are considered whereas if it is a Real Estate fund then the Real Estate Class and geography are considered for the exercise.

 

Underlying Portfolio

This is slightly more important in the case of Due Diligence of Real Estate funds as compared to Hedge funds as the Hedge Fund portfolio churns more often, whereas the Real Estate portfolio is more or less permanent. The quality of the underlying portfolio is looked at for the potential of generating regular returns. If there are any red flags in any of the properties, the same is highlighted. Real Estate properties and assets are analyzed for price trends, forecasts, rent, value increase, neighborhoods, and future potential of the asset.

Markets

This is more relevant for niche Real Estate funds that are dealing in specialist RE categories like handicap hostels or Self-storage. The potential in the underlying theme is objectively evaluated to find out the potential of returns that could be generated in the future

 

Magistral has experience and capabilities in providing Due Diligence Services to global clients in the space of Private Equity, Venture Capital, Investment Banking, and Family Offices

About Magistral

Magistral Consulting has helped multiple funds and companies in outsourcing operations activities. It has service offerings for Private Equity, Venture Capital, Family Offices, Investment Banks, Asset Managers, Hedge Funds, Financial Consultants, Real Estate, REITs, RE funds, Corporates and Portfolio companies. Its functional expertise is around Deal origination, Deal Execution, Due Diligence, Financial Modeling, Portfolio Management and Equity Research

For setting up an appointment with a Magistral representative visit www.magistralconsulting.com/contact

About the Author

The Author, Prabhash Choudhary is the CEO of Magistral Consulting and can be reached at Prabhash.choudhary@magistralconsutling.com for any queries or business inquiries.