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1、M David Harding, an advisory partner with Bain based in the Boston offi ce; Peter Horsley, a Bain partner in the London offi ce; and a team led by Shikha Dhar, a practice manager with Bains Mergers Hugh MacArthur, Dan Haas, Mike McKay and Brenda Rainey for their perspectives on the M Nicolas Bloch f
2、or his perspectives on M Martin Holzapfel and Richard Lichtenstein for their perspectives on due diligence; Allison Snider, Matthew Meacham, Jean-Charles van den Branden and Charlotte Apps for their perspectives on M Eric Garton, Sarah Elk, Marc Berman and Ludovica Mottura for their perspectives on
3、operating model and culture; Adam Borchert and Joost Spits for their perspectives on M Jim Wininger for his reviews and perspectives on divestitures; Sachin Shah, Laurent Hermoye and Rajesh Narayan for their perspectives on business process and systems integration; Andrew Schwedel, Julien Faye and T
4、om De Waele for their perspectives on M Tina Strasse and a team led by Vinayak Jain at the Bain Capability Network for their analytic support; Mateusz Kaminski, Emily Lane and John Peverley for their research assistance; and David Diamond for his editorial support. 1 M geography based on targets loc
5、ation; strategic deal value includes acquisitions made by public or private companies, including any acquisitions from financial sponsors; only rank eligible deals included, excluding buyback programs and equity carve-outs Source: Dealogic 0 10,000 20,000 30,000 40,000 50,000 1998 2.2 3.1 3.2 1.6 1.
6、2 1.2 1.7 2.5 3.0 3.7 2.1 2.4 2.4 2.3 2.4 3.0 3.8 3.2 2.9 2018 $3.4T Global strategic M rebound from 2017 7 M growth rates based on local currency growth for each fiscal year; trailing-12-month growth rates shown for 2018 as of September 2018 Sources: Capital IQ; Bain analysis Growth rates recovered
7、 from 2016, still muted vs. historical levels Trend line 5 0 5 10% 5201020152018 9.7%10.1% 2.4% 8 M data shown here is for 12 months ending September of each year Sources: Capital IQ; Bain analysis Discretionary cash spent on R EV/EBITDA=enterprise value to earnings before interest, tax,
8、depreciation and amortization, and represents a forward multiple for 2019; companies grouped into top, middle, bottom third based on positioning within their respective industry groups on expected sales growth for the 20182020 period Sources: Capital IQ; Bain analysis Average EV/EBITDA multiple vs.
9、expected sales growth S.and.cross-bined.business . .The.majority.of.capability.building.is.the.result.of.smaller.bets.in.new.technologies.and.business. models .Corporate.venture.capital,.which.has.emerged.as.a.key.route.to.smaller.capability. investments,.increased.four.times.over.the.past.five.year
10、s . Scope deals are more prominent now and outnumbered scale deals in 2018 Some of the largest deals that hit the headlines over the past couple of years were not intended to just make companies bigger or generate cost synergies. To see this in action, lets look again at some of the prominent deals
11、announced in 2018. In the health- care industry: Amazon bought PillPack, an online pharmacy; Roche bought Flatiron, a software provider for oncology-specific electronic health records; Medtronic bought Mazor Robotics, a manufacturer of a robotic guidance system for spinal surgery; and Cigna bought E
12、xpress Scripts, a pharmacy benefits manager. In consumer products: Keurig Green Mountain merged with Dr Pepper Snapple to form Keurig Dr Pepper; Coca-Cola acquired Costa Coffee; General Mills acquired Blue Buffalo Pet Products; and Mars acquired two veterinary chains in Europe, AniCura and Linnaeus.
13、 Prominent technology acquisitions included Alibabas purchase of online food delivery provider Ele.me; IBMs acquisition of open source software company Red Hat; Microsofts acquisition of GitHub, a web-based hosting service for version control, mainly for computer code; and Ss acquisition of MuleSoft
14、, a software provider for connecting applications, data and devices. The media industry saw Comcasts bid for Sky, a UK-based TV satellite and broadband company. In financial services, AXA acquired XL Group, a global property and casualty commercial line insurer and reinsurer. The retail industry saw
15、 Walmarts acquisition of Flipkart, Indias leading online retailer; and Richemonts acquisition of YOOX Net-A-Porter, an online retailer of luxury goods. 12 M they are scope deals to enter faster-growing product or service segments or geographies, or to acquire capabilities to turbocharge future growt
16、h. As a reminder, lets recap how we define the deal types. Scale deals are intended to strengthen market leadership and lower cost position through the benefits of scale (namely, cost synergies). Scope deals are intended to accelerate top-line growth by adding attractive market segments or new capab
17、ilities. In reality, some deals are a blend of both scale and scope, but the vast majority lean toward one or the other. Within scope deals, the most familiar type is aimed at enhancing an acquirers near-term growth profile by buying companies with faster-growing products, services or geographies. A
18、 second type of scope deal is designed to give an acquirer access to a capability. Traditionally, these have been value chain deals involving forward or backward integration moves. They were intended to reinforce a competitive advantage, such as access to a source of raw materials. In the face of to
19、days business model disruption, however, we also see companies pursue capability deals for other reasons. Some capability acquisitions are aimed at delivering product or service innovation, often digital. Some are cross-sector deals to transform and redefine the combined business. Overall, scope dea
20、ls outnumbered scale deals for the first time in 2018 (see Figure 2.1). We believe that this rapid rise of scope deals in response to industry disruption and growth challenges may be the biggest M deals classified by primary rationale using a proprietary classification framework, as per stated strat
21、egic rationale at the time of announcement Source: Bain M deals classified by primary rationale using a proprietary classification framework, as per stated strategic rationale at the time of announcement Source: Bain M partnered with Mobvoi for Chinese natural language processing using artificial in
22、telligence technologies; and teamed with QuantumScape to secure access to solid-state battery technology. These capability investments happen outside of the companys traditional Figure 2.3:.Staggering.deal.multiples.for.digital.capability.acquisitions. 24x Cisco Duo Security, 2018 Salesforce Demandw
23、are, 2016 11x 22x Medtronic Mazor Robotics, 2018 Adobe Magento Commerce, 2018 11x 22x Salesforce MuleSoft, 2018 Amazon PillPack, 2018 10 x Microsoft GitHub, 2018 IBM Red Hat, 2018 25x 12x Intel Mobileye, 2017 Walt Disney BAMTech, 2017 41x 15x Select digital capability acquisitions EV/revenue transac
24、tion multiple Note: EV=enterprise value Sources: Capital IQ; Bain analysis 15 M includes deals that involve at least one corporate venture capital investor, including announced and completed deals at all stages of funding Sources: PitchBook; Bain analysis Global corporate venture capital invested 20
25、08 8 6 7 1211 15 24 41 46 39 2018 65 More than 4x Figure 2.5:.Corporate.venture.capital.investing.trends.stronger.in.some.sectors 20092000162017 Notes: Capital invested shown for trailing 12 months ending September of each year; includes deals that involve at least one corporat
26、e venture capital investor, including announced and completed deals at all stages of funding Sources: PitchBook; Bain analysis Global corporate venture capital invested 0 20 40 60 $80B 20082018 4.3 13.9 2.8 5.0 23.9 1.3 6.1 0.9 0.5 Capital invested Ratio of 2018 to 2013 Technology Advanced manufactu
27、ring and services Healthcare Media Financial services Energy and natural resources Consumer products Retail Telecommunications 17 M strategic acquirer deal value includes acquisitions made by public or private companies, including any acquisitions from financial sponsors; financial sponsor acquirer
28、deal value includes leveraged buyouts and secondary buyouts; only rank eligible deals included, excluding buyback programs and equity carve-outs Source: Dealogic Figure 2.7:.Sponsors.gained.share.in.tech,.media.and.telecom,.financial.services,.and.retail,.but.they. lost.share.to.strategics.in.other.
29、sectors. 20092000162017 Notes: Deal value based on announcement year, including deals that are currently pending; industry classification based on targets industry; sponsor deal value includes secondary buyouts, leveraged buyouts and portfolio add-on deals; year-to-date reflect
30、s the period from January to September Source: Dealogic Share of financial sponsor acquirers in global deal value average of 2016, 2017 and 2018 year-to-date shares Technology, media and telecommunications Financial services Energy and natural resources Advanced manufacturing and services Healthcare
31、 Consumer products Retail Sponsor share (year-to-date 2018 vs. average of 2016 and 2017) 19% 1616 16 15 14 1.6%4.0%1.8%1.6%1.7% 15 2.4%0.5% 20 M data for calendar year for 2013 to 2017; 2018 trailing 12 months reflects the period from October 2017 to September 2018; M data for calendar year for 2017
32、; 2018 trailing 12 months reflects the period from October 2017 to September 2018; an activist takeover is when an activist investor makes or intends to make an offer to acquire the target company; an oppose M a push for M a spin-off/sale of business division is when an activist investor demands tha
33、t the target company spin off or sell a business division or part of the company Source: Activist Insight Number of M the Americas; as well as Asia-Pacific outbound deals spearheaded by China. Overall, cross-regional deal making almost tripled from the bottom of the financial crisis in 2009 to 2016.
34、 Most notably, Asia-Pacific outbound M strategic deals are defined as acquisitions by public or private companies, including any acquisitions from financial sponsors; cross-regional deal value reflects the total of outbound deal value by companies headquartered across three regionsAmericas, EMEA (Eu
35、rope, Middle East and Africa) and Asia-Pacific; year-to-date reflects the period from January to September 2018 Source: Dealogic . but deal volume has declined from 2017 13%24%21% 24%34%107% 28 M Dealogic; Bain analysis 0 20 40 60 80 100% China outbound M lack of growth drivers Indication of future
36、trends 29 M 32 M and regulatory and legal factors, such as data privacy and public relations. Taking a broader view of diligence, however, requires more internal cross-functional teaming and bringing in external experts. Cross-functional teaming often quickly highlights areas where deeper diligence
37、is needed to avoid costly disruptions down the road. That includes the need to prepare up front for regulator consultations or assess systems compatibility in advance. Weve summarized the five broad areas to assess during diligence (see Figure 3.1). The best acquirers develop stronger conviction dur
38、ing diligence by diving deep into the most important catalysts for value and risks for each deal. In response to these changes, we see many executives demanding more speed and agility from their diligence teams. This requires more internal capability building and fostering a companys external networ
39、k. Both of these imply doing work ahead of the moment of truth. Digital data and tools enable diligence to go beyond the data room Deal markets are more and more competitive. Assets are more expensive. You have to get every advantage you can to win. Figure 3.1:.Increasing.breadth.and.depth.of.factor
40、s.in.due.diligence Market attractiveness Competitive position Target business model Target business plan Competitive advantages (products, customer relationships, channel relationships, etc.) Cost synergies and dis-synergies Standalone cost improvement potential One-time integration costs and cost t
41、o realize synergies Revenue synergies Standalone growth potential Option value Functional integration complexity Systems architecture and potential integra- tion complexity Process and systems integration, dependent business synergies Quality of management team Cultural fit to acquirer Cultural adva
42、ntage Antitrust issues and political concerns Regulatory, tax and other compliance risks Data privacy issues Public relations and image Source: Bain analysis StrategicRegulatory and legal Synergy and value creation Talent and culture Operational Are the underlying industry and competitive dynamics a
43、ttractive? Is the target a good strategic fit? What are the potential synergies, standalone improvement potential and option value? What functional issues could pose risks to effective integration and value creation? What are the softer barriers and risks? What is the quality of talent and capabilit
44、ies? What potential regulatory, legal, tax or political issues could arise? Early assessment of integration risks and high-level integration planning 33 M analysis excludes nonstrategic deals such as asset or property acquisitions, financial investment deals, government acquisitions, internal reorga
45、nizations or minority stake acquisitions; deals classified by primary rationale using a proprietary classification framework, as per stated strategic rationale at the time of deal announcement Sources: Dealogic; Bain M the second is when the merging companies are in an industry being disrupted and t
46、he integration presents an opportunity to make transformative changes. Lets take the Ahold Delhaize food retail merger as an example in which both of these factors played a role. Similar to most incumbent grocery retailers, Ahold and Delhaize were caught between the hard discounters that are driving
47、 down cost and the emerging challenge from digital natives that offer consumers a radically different delivery model. In response, Ahold and Delhaize came together in a $28 billion scale merger of equals. While both businesses were headquartered in Benelux, they had significant business overlap in t
48、he US. The US operating model needed to be transformed to strengthen the local commercial focus through its great local brands while also delivering sizable synergies. This was a challenging transformation effort given the mergers scale (more than 204,000 associates and a 2,000 multiformat store bas
49、e in the US), the companies existing operating models and the need to create a new support services entity. Figure 3.3:.Some.deal.types.require.greater.operating.model.transformation.to.unlock.the.deal.value Source: Bain analysis Similar relative size Small relative size Relative size of target Degree of business overlapLargely complementary (scope)Highly overlapping (scale) Company redefinition/ transformation Consolidation Tuck-inNew capability or business model Integrate operating models for cost efficiency (typically)