Anticipating a Hostile Takeover

Merger and acquisition activities reached record levels in 2007, according to the McKinsey Review. These transactions reached almost $4 trillion worldwide. However, with an increase of these transactions, deals are getting more aggressive. In 2007, $520 billion worth of merger and acquisition activity were “hostile transactions.” This amount beats the previous record for hostile transactions, which was set in 1999. This trend leaves managers wondering, what can I do to better anticipate a hostile takeover?

What Causes Hostile Transactions?

There are a variety of factors that cause hostile transactions, including a loss of trust between shareholders and management. When managers anticipate a hostile takeover, they typically put together a defensive plan to resist the takeover. However, according to the McKinsey Review, this strategy doesn’t necessarily create the most value. Managers are acting in the best interest of keeping the company’s independence, instead of evaluating what’s best for the company’s shareholders.

Serve the Company and Shareholders

Managers should focus on serving both shareholders and preserving long-term independence by acting preemptively. Managers need to recognize what another business owner might see in their company and seize those opportunities themselves. This will provide shareholders value and help protect your company.

To accomplish this, focus on corporate value strategy and creating initiatives that add value to the company. Having these measures in place allows a company to identity financial, operation, strategic and portfolio decisions that might otherwise make a company appealing for hostile takeover.

If you address these areas, your company will be stronger. Outside companies will look elsewhere for deals where they can buy at a low price (because your company will be valued higher).

Companies who don’t successfully implement these strategies will have a difficult time explaining why merger and acquisition activity isn’t in the best interest of the company.

Diagnosing your Company’s Vulnerability

Create strategies that focus on accurately diagnosing your company’s weak spots. For example, a company might be able to improve operations, improve governance and better manage their balance sheet.

Make operational changes: Companies should carefully evaluate opportunities for untapped potential. Find these opportunities by focusing on areas with average performance. Performance targets should be developed to create more operational value. For example, a company might increase efficiency by outsourcing production.

Evaluating your portfolio: Another item to consider is restructuring your portfolio. For example, if you have a large portion of capital that isn’t being maximized, you could be a target.

Focus on improving your portfolio by identifying opportunities to enhance its composition. According to the McKinsey Review, a European telecommunications company focused on diversifying noncore assets (15 to 20 percent of the total corporate value) to operate more efficiently and become less attractive to outside companies.

Make Changes in your Balance Sheet: If a company has an under performing balance sheet, it may become a target. Private equity firms who have long-term cash balances that are normal, high amounts of working capital and a balance sheet that’s underleveraged are more attractive to outside companies.

Management needs to evaluate the balance sheet to determine areas that have capital that can be given up. For example, could you give extra dividends to shareholders? During this process, make sure to retain enough cash to effectively grow the company in the future.

Improving Governance: Companies with weak governance need to focus on improvement. A management group with interests that don’t line up with shareholders creates more vulnerability.

If governance is an issue with your company, focus on strategies to re-align management interests with those of shareholders. Also, work on increasing the transparency of governance. Managers should also focus on communicating their commitment to increase shareholder confidence.
Dealing with Perceptions

Companies also need to address perception issues. Make sure the value of your company is perceived highly. You don’t want other companies thinking they have a lot of opportunity to increase the value after changes are made.

For example, if shareholders lack confidence in management’s ability to deliver value to an organization, a company may be perceived as a target for takeover. Improve communication with investors. Continue to work on improving shareholder earnings. If necessary, a company must take an aggressive approach to building confidence (if there are serious problems with management). This can be achieved by replacing problematic managers.

Focusing on strategies that improve shareholder value and building trust can minimize the chances of a hostile takeover. These measures also make sure a company is aligning their desire to stay independent with providing the most value to shareholders. Although value isn’t always the key driver for Merger and Acquisition activity, when a company has captured all of the opportunities for success, it’s valued higher. This can minimize company appeal and make shareholders happy.

Resources:
Jenny Askfelt Ruud, Johan Nas and Vincenzo Tortorici. “Preempting Hostile Takeovers.” The McKinsey on Finance, Number 24, Summer 2007

Mark Jordan is the Managing Principal of VERCOR, an investment bank that creates liquidity for middle market business owners. He is the author of “Driving Business Value in an Uncertain Economy”, “Selling Your Business the Hard Easy Way”, “Enhancing Your Business Value…The Climb to the Top” and co-author of “The Business Sale…A Business Owner’s Most Perilous Expedition.” For more information, contact him at 770.399.9512 or click here to email Mark.