M&A Selection Criteria & Evaluation Process: Macro Economic Factors

After deciding that M&A is the way forward in terms of achieving the company’s long-term strategic goal, the next step is to decide which market or country to look for potential targets to invest in. As part of a three-stage process, we will first explore how to evaluate the macroeconomic environment that a potential target firm is in. There are two key criteria to consider before a target is deemed suitable from a macro-level standpoint.

1. Commercially desirable market or industry

The first layer of evaluation comes from the study of the economic conditions that the target company operates in. Economic data such as GDP growth, population size and inflation rate should be extracted and studied in detail. These are key to evaluate the robustness of the economy and if it indicates a favourable environment for growth. Furthermore, certain key characteristics of the country, such as education level and condition of infrastructure should also be examined. This is to better make judgement of the long term economic prospects of the nation based on its level of development.

After establishing the state of the macroeconomic climate, the next crucial step is to zoom in on the industry and sub-sector that the target company operates in. Understanding the factors that drive the growth of the industry is key in identifying future opportunities. A common tool to think about the industry is to use Michael Porter’s “Five Forces” analysis. We should examine the level of competitiveness among existing firms, bargaining power of the customers and suppliers, threat of potential entrants as well as number of substitutes available. Industry benchmarking of key financials such as profit margins and returns on capital should also be reviewed. All these are to judge if the industry still has meaningful opportunities for growth and profitability.

2. Favourable regulatory conditions

There are many potential government and regulatory risks that need to be considered when evaluating an investment opportunity in a target company. Careful examination should be done for the relevant government policy directives and key regulations such as M&A laws and the Company’s Act to evaluate the business environment. It might even be worthwhile to consult professional legal advice for countries with a less developed legal system.

Some of the key risks to take note of are the possibility of an unstable government, poor industry regulation, difficulty in access to capital and an unfriendly legal framework. Although in principle, the acquirer should avoid investments with these risks, there are several factors to mitigate such factors. An effective way to test the market is to look for long-term partners in that country and leverage on their local knowledge before making a full acquisition. Having directors with connection to the local government can also be useful in establishing diplomatic relationships and trust.

In the next article, we will then explore the second stage of the process and that is to delve into a detailed company analysis of the target investment. This will require deep understanding of the business to evaluate the future performance of the target and how attractive it is as an investment.

The M&A Process – How to Prepare a Company for Sale

Many entrepreneurs’ goal is to start a company, grow the business, operate it effectively then eventually sell out their stake for a handsome profit. According to Robert Uhlaner, lead of McKinsey’s global Corporate Finance Practice, many business leaders are not prepared for the intensity of completing an M&A deal. Many executives lose sight of the strategic end goal and fumble along as the deal progresses. Therefore, it is imperative to get familiar with the M&A process and the key objectives at each stage in order to ensure a smoother, more rewarding transition.

Step 1: Vendor Assistance – The Value of a Financial Advisor

The common expectations that M&A clients who are looking to sell are to (1) obtain the highest possible valuation, (2) complete the procedure in the shortest amount of time while (3) ensuring the tightest measure of confidentiality. To achieve these objectives, it is important to take a structured approach to finding the right buyer.

This is where the financial advisor comes in with a structured filtering process to ensure that both the number as well as the quality of potential buyers are as high as possible. Initial screening goes through a rigorous process of deliberating the strategic rationale, coming up with a sound valuation and assessing the overall fit for the organization.

Step 2: Exit Preparation

Begin with an end in mind. Every M&A deal should consider the ultimate objectives for the buyer, be it to maximize returns or to achieve a strategic goal. In this step of the process, the financial advisor will work with the client on the deal structure and exit strategy for the buyer. Work needs to be done to prepare key items to discuss during the negotiation process and identify potential deal breakers. Lastly, a teaser containing an information brief should be prepared for circulation.

Step 3: Competitive Auction

The next stage of the process involves getting bids from interested parties. There are a few key phases:

Non-binding offers

The teaser prepared during the preparation stage is circulated among a list of preferred investors after confidentiality agreements are signed. The client should provide limited access to information about the company and conduct Q&A sessions to provide sufficient disclosure to generate interest in the buyers. Interested parties will then put up indicative offers which are non-binding in nature.

Binding bids

Investors are further shortlisted before moving on to this stage of the process. At this point, the client will provide full access to information for the buyers. The investors will then conduct due diligence on the client by carrying out site visits, conducting management presentations and gathering more information. By the end of this stage, the client should expect binding offers from interested parties.

Negotiations

Among the pool of interested buyers, a selected few will enter the negotiation phase. Key commercial terms and pricing are discussed throughout the process and the financial advisors will work with lawyers to draft the sale and purchase agreement (SPA). The best offer will be chosen for exclusivity and final negotiations.

Step 4: Closing

A final negotiation is done with the exclusive buyer before the SPA and other transaction documents are finalized for signing. The client will have to fulfil the conditions set out by the SPA before the deal is finally closed.

The M&A process may seem like an arduous task to accomplish. However, armed with the right processes and organizational skills, along with a trusted financial advisor, business owners could unlock great potential value.

Important Considerations Before Starting Your Own Food Business

Important Considerations Before Starting Your Own Food Business

Singaporeans are foodies. We all love to eat good food and it is our life’s mission to find the best food available all over the country. Whether it is high class French cuisine or our local hawker centre, we are always searching for the most delicious food to indulge in to reward ourselves after a busy day of work, or for students, school. Some of us occasionally bring up the topic of owning our own food business for ourselves but for those of us who are serious about doing so, do you know what to consider and the steps to take to enter the F&B industry? Here is a short introduction of what to take into consideration before entering the food industry.

Types of food businesses

Deciding on the type of food business that you want to set up is the first step that you have to consider. Differing food businesses have different types of strategies that they have to adopt. First you have to consider the profit margin that you want to achieve with each meal and the number of customers you want to turnover. We shall now look at the relationship between turnover rates of customers and the profit margin.

Fig 1: Profit Margin and Customer Turnover Rate

Food businesses in the top right hand quadrant consists of the Chinese, Indian, Malay restaurants, fast food outlets and cafes. These businesses sell their food at relatively high profits with a large customer turnover rate. The top left hand quadrant consists of premium restaurants, such as fine dining where there are few customers but very high profits. Bottom right quadrant consists of hawker centres and buffet outlets. These businesses cater to large crowds but at a very low profit margin. The bottom left quadrant would basically be food businesses that will not survive in this business.

By determining how your food business is going to operate, it will allow you to determine the type of food business you will venture into. It is always important to consider your expected rate of returns on investments too before deciding.

Price and quality relationship

The type of food business that you plan to venture into also determines the price and quality of your food that you will be providing to your customers. Quality of services is also taken into account. For example, hawker centres survive on their large customer turnover rates with their small profit margin for every meal served. The quality of their meal will meet the minimum requirements for consumption due to the large pool of customers that they will serve. There will be little quality of service to their customers too but will be acceptable for customers to continue patronising.

Looking at fast food outlets and food courts, there is a balance between quality of food and price. By providing better quality food compared to hawker centres, they are able to price their meals higher and have a large customer turnover rate at the same time. Quality of service is also at a minimum due to the large customer turnover rates.

For restaurants, they provide high quality food and services for their customers. By providing personalized services to their customers, they are able to cater to customer’s food preferences. Also, by carefully deciding on lighting and music, customers are exposed to a much personalised ambience which entices customers to frequent the restaurant. At this expense, the price for their food tend to be on the high side which allows them to have a small customer turnover rate compared to hawker centres and fast food joints.

Entry strategies for the inexperienced

For the inexperienced that are new to the food business and want to venture into it, here are a few strategies that you can adopt:
1. Know the business that you are venturing into
2. Sacrificing partial income for the business
3. Grow the business slowly
4. Adaptation

For the inexperienced or no experience, it is important to be willing to start from the bottom of the business and rise to the top, to learn the ropes as you go along. The importance of knowing the business from bottom to up is imperative as it will give you much insight on how to run your own food business. By being an employee in a restaurant or a fast food chain, you will be exposed to the operations of the business. You will experience how chefs and servers alike do their tasks required in order for the business to run. Ultimately, food businesses survive and thrive when customers are happy and hence, you must learn how to interact with customers, know their wants and preferences and learn to provide them with the services that they will be satisfied with. This experience will be invaluable when you start your own food business.

Are you willing to sacrifice your salary in order to grow a business? Some professionals are working full time jobs during the day but at night they run their own small food business at food courts. With the incoming salary that they earn, they have enough capital to run a small food business and support it until it become a viable business venture. This takes a lot of time and patience before the business takes flight and it is not for those who expects high returns in a short period of time.

Start your business small and slowly grow and nurture it. Starting out, you may be able to rent a small section of a store or a restaurant to do your business. Keep in mind that this rental cost cannot be more than 20-25 % of your expected earnings. Sell something that you know that the community likes, like pastries or bubble tea, and be open to customer’s suggestions on what to sell. By listening to their wants, you will be able to reach out to a larger pool of customers, reaping in more profits for your business.

Always be adaptable. If you are those kind of person who enters without considering risks, take that step first and then follow through with it. Learn how to run your business as you go along. Never stop learning and adapt whenever necessary.

Entry strategies for the experienced

For the experienced, you may want to venture into a new food business market where it seems lucrative with large potential. You may want to consider adopting these possible strategies before entering the market:
1. Taking over a business
2. Starting a new business of your own
3. Starting a franchise

Taking over an existing business is one way to break into the new market. However, before making any hasty decisions, it is important to know the reason why this particular business is up for sale. Is it due to its business not thriving due to competition in the area? The business owner himself was offered a better job prospect elsewhere? Is the business relocating elsewhere or was there a government policy implementation that affects your business? It is of utmost importance to know the reason why the owner wants to sell his business. This will allow you to be aware of possible business issues and take proper approaches towards rectifying them. The thought owning a business yourself is enticing and tempting but it is not wise to make such decisions hastily without doing your prior investigations about the particular business.

Starting a totally new business is always a challenge but there are so many benefits to reap from it. As a boss of your own, you are able to choose your own business name, location, basically any business decision by yourself. This gives you autonomy with regards to any business decision that you make. You are able to build your own pool of loyal customers and have good relations with them. You are able to busk in your own innovative ideas and take full credit for its success. However, nothing comes free of charge and without risks. The risks involved is that your business MUST be able to enter the consumer market. Your product must be something consumers want and are willing to pay for. Without said, your set prices and revenue earned must be able to cover all of your expenses in order for your business to survive or thrive. If these basic conditions are not met, your food business will inevitably come to an end. Thus, it is important to do prior market research, to know the reasons why your targeted audience might be currently unhappy with the current supplier and where you are able to tap on and improve on it.

Buying a franchise is also another alternative to break into the market. This allows you to build your business around an already established business name and to have their experience and support. However, there are misconceptions that buying a franchise will ALWAYS result in reaping in quick money and that you are able to leave this business entirely to your franchisor. In fact, buying a franchise still requires you to work hard and have good business ethics of your own. You are required to be present at the business venue and oversee its operations, ensuring that everything is going smoothly and make business decisions accordingly. One of the most common problems that franchises face would be employee theft. Hence, it is important to oversee your business properly and ensure that everything is smooth sailing. Never assume that such things will not happen to you. If things are not going well, the franchisor may buy back their franchise at a lower cost to prevent further deterioration of their brand, leaving you to absorb all the costs. That being said, the success rate of franchisees are relatively high as franchisors are very careful on whom they are entrusting their brand to. They may also provide training for inexperienced owners before letting them run their franchise.

Your decision

Ultimately, it is your own decision on how you want to start your food business. Be it starting one of your own or buying a franchise, the success of your business depends on your own efforts and how much time you are willing to invest in its business development. There are always risks involved but with careful planning and market research, these risks can be mitigated, increasing your success rate in your food business venture. As writer and actor Ben Stein said,

“You must take the first step. The first steps will take some effort, maybe pain. But after that, everything that has to be done is real-life movement”.