lunch and learn talk at msft accelerator - m&a how do corporate

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ADV & MSFT ACCELERATOR

L&L - M&A DEALS

HOW DO THEY HAPPEN AND WHAT DO CORPORATES

REALLY WANT

QUICK OVERVIEW

1. Who am I & why am I here

2. Why do corporates buy companies

3. How do deals happen

4. How to avoid “Oh Shit Moments”

TODAY’S PRESENTATION

[1] WHO AM I?

Investor @ADV

8 Years 12 Years

ADV SOURCES, SUPPORTS AND SUPERCHARGES UK DIGITAL TECHNOLOGY BUSINESSES FROM ENTRY TO

EXIT

STARTUPS STARTUPS SCALEUPS SCALEBIGS SUCCESSES

PRE-SEED SEED VENTURE GROWTH EXIT

Invest in microfunds,

accelerators and incubators

Co-invest via

accelerators; co-

invest with angels

and VCs

Co-invest with

VCs

at Series A-B

Co-invest with

institutions, VCs

and Corporates at

Series C and

beyond

Support

companies to go

through sale and /

or IPO

[2] WHY DO CORPORATES BUY COMPANIES

A FEW REASONS

YOUR TECH

YOUR TEAM!!

YOUR TEAM!!YOUR CLIENTS

AND HERE ARE MORE REASONS

To enter a new market

Industry / vertical /Geography

New Product

to sell to their clients Cheaper than…

YOUR TEAM!!AND PERHAPS TO KILL

All depends on their POV

[3] HOW DO M&A DEALS HAPPEN

HOW DO M&A DEALS HAPPEN

Buy side Sell side

NOT GONNA COVER THIS TODAY

BUT HERE ARE

A FEW THINGS

TO KEEP IN MIND

IT’S A

PROCESS

IT’S A SIGNAL

BRING IN AN EXPERT

BE OPEN – NEW BUYERS CAN COME

BUY SIDE

THEY WANT

YOU

Opportunistic Targeted

2 TYPES

Opportunistic

< 0.1%

Targeted

99.9%

2 TYPES

Opportunistic

< 0.1%

Targeted

99.9%

2 TYPES

WHY?

Corporates

TARGETED

BUY SIDE

2 ways to get there

Already work together

FIT

NEED

STRATEGY

THEY HAVE PEOPLE MANAGING THE

PROCESS

INTERNAL EXTERNAL

THE PROCESS FROM THEIR SIDE 1/2

1. Understanding internal strategy

2. They see a tech/product/company

they want

3. Market research and Long list of

companies

4. Short list of companies and deep

dive

5. Modelling excel [A lot]

6. Referencing of product and team

BEHIND THE

SCENES

THE PROCESS FROM THEIR SIDE 2/2

1. Get to know you meetings [3-10]

2. Starting to work together – POC/Pilot [3-9

months]

3. Signing a contract - Working together [6-18

months]

4. They make good revenue with you and see they

can make shit tons more

5. Internal alignment and discussions -3-6 months

6. A lot more excel modelling !!!!

7. DD and discussions

WORKING

TOGETHER

The more mature your

business

The faster the process

[4] HOW TO AVOID “OH SHIT MOMENTS”

KNOW WHAT YOU WANT

£££

THIS

WILL

TAKE

TIME

DON’T BE A

HERO

USE AN

EXPERT/YOUR

INVESTORS

EGGS 1 BASKET - TALK TO MANY

BUYERS

A SENSE OF

URGENCY IS KEY

IT’S ALL ABOUT

RELATIONSHIPS

DON’T IGNORE YOUR [MINORITY] SHAREHOLDERS

CONTRACTS WITH CHANGE OF CONTROL PROVISIONS

SPLITTING A CAP TABLE - NO

NEGOTIATIONS POINTS

• Bad cop: Use investors, your board, the team

and God as a foil to avoid putting yourself in a

corner

• Desperation: Never ever share that you are

running out of money or options.

• Every point of contact is a sales

opportunity: Every single email, call, tweet,

text or meetup with anyone at the acquiring

company is a chance for you to make your

case.

• Valuation Game: Safest answer “We are

going to let the market decide so give us

your best offer”. They will push you to go

first but resist unless you are pre revenue ->

Anchor!!

• Don’t lie: Everyone exaggerates but don’t

make shit up

• Transparency cuts both ways: Of course

buyers want to know the truth about your

biz, BUT so do you, so put the buyer on

notice at the start of the process. Tell them

you expect regular and open communication

as a sign that the deal is progressing.

Nothing more stressful then a convo going

THEY

MAY END

UP

SAYING

NO

THANK YOUANY QUESTIONS?

@fogeldavid

[email protected]