Tahapan Proses Merger dan Akuisisi - Buku Merger & Acquisition Playbook

Summary

This script outlines the key stages of mergers and acquisitions (M&A), focusing on three main phases: pre-execution, execution, and post-execution. It explains how companies can grow either organically or through M&A, and dives deep into each step of the process. From corporate strategy formulation and target selection to due diligence, valuation, negotiation, deal structuring, and post-merger integration, the script covers all aspects of M&A. It also touches on exit strategies like divestment, IPOs, and liquidation. The goal is to provide readers and executives with a comprehensive understanding of M&A strategies and processes.

Takeaways

• 😀 Organic growth involves increasing production capacity or developing new products, but it takes more time and carries a higher risk of failure.
• 😀 Inorganic growth is achieved through mergers and acquisitions (M&A), allowing a company to quickly expand by combining with or acquiring other companies.
• 😀 The M&A process is divided into three main stages: pre-execution, execution, and post-execution, each containing specific steps.
• 😀 Pre-execution includes two key steps: developing corporate strategy and selecting the right target companies based on strategic fit and financial projections.
• 😀 The execution phase involves four steps: due diligence, valuation, negotiation, and deal structuring and accounting.
• 😀 Due diligence ensures a thorough understanding of the target company to minimize risks and identify potential issues.
• 😀 Valuation methods include discounted cash flow (DCF), comparing the target to public companies, finding comparable transactions, and leverage buyout (LBO) analysis.
• 😀 Successful negotiation ensures alignment on price, terms, and conditions based on prior due diligence and valuation findings.
• 😀 Deal structuring and accounting focus on selecting the appropriate transaction structure and how to record the deal in financial statements.
• 😀 Post-execution involves two steps: post-merger integration and planning for exit strategies, such as divestiture, IPO, restructuring, or liquidation.

Q & A

What are the two main ways a company can grow its business?

A company can grow its business in two main ways: organically, by increasing its production capacity or developing new products to increase sales and attract more customers; and inorganically, by merging with or acquiring another company.

Why does inorganic growth tend to be faster than organic growth?

Inorganic growth tends to be faster because merging with or acquiring another company allows for rapid expansion, unlike organic growth, which takes more time and carries a higher risk of failure.

What are the three main stages of the merger and acquisition process?

The three main stages of the merger and acquisition process are: 1) Pre-execution, 2) Execution, and 3) Post-execution.

What is the first step in the pre-execution phase of a merger and acquisition?

The first step in the pre-execution phase is formulating the corporate strategy, which involves setting strategic goals and explaining how mergers and acquisitions can help achieve those goals.

What is the role of due diligence in the execution phase?

Due diligence in the execution phase involves thoroughly studying the target company from all aspects, gathering as much information as possible to fully understand the company and minimize any potential risks before proceeding with the acquisition.

What are the four methods of valuation used in mergers and acquisitions?

The four methods of valuation used in mergers and acquisitions are: 1) Discounted Cash Flow (DCF), 2) Comparable company analysis, 3) Comparable transaction analysis, and 4) Leveraged Buyout (LBO).

What is the purpose of the negotiation stage in mergers and acquisitions?

The purpose of the negotiation stage is to reach an agreement on the price, terms, and conditions of the transaction, using the information gathered during due diligence and valuation to support the negotiations.

What is the difference between deal structuring and accounting in the execution phase?

Deal structuring involves choosing the transaction structure that best accommodates the interests of all parties, while accounting focuses on how the transaction is recorded in the buyer's balance sheet and how to manage the financial reporting of the transaction.

What is the goal of post-merger integration?

The goal of post-merger integration is to combine the acquired company's operations, organizational structures, and business processes effectively to ensure a smooth transition and maximize the benefits of the merger.

What are the different types of exit strategies in mergers and acquisitions?

The different types of exit strategies include: 1) Divestiture (selling off assets or business segments), 2) Initial Public Offering (IPO), 3) Restructuring (e.g., spin-off or split-off), and 4) Liquidation (closing down the business and selling off assets to pay liabilities).