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Studie: M&A Treiber für die digitale Transformation

Eine klare Digitalisierungsstrategie ist entscheidend für die erfolgreiche digitale Transformation des Geschäftsmodells von Unternehmen. Um ihre digitalen Fähigkeiten zu erweitern, setzen die deutschen Unternehmen auf den Zukauf von Know-how.

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insight from the information available. Those businesses able to use these tools most effectively will build richer intelligence on potential bid targets, enabling them to make better strategic decisions about which opportunities to pursue with the greatest enthusiasm. “Digitalisation can give you a macro vision,” says the head of M&A at one company in this study. “That gives you more time to assess your strategy and make the right decision accordingly.” 4.3 Digital steps to M&A success Many of the companies in this study are doing exactly that – and reaping the rewards. Businesses that have completed successful M&A transactions are more likely to have used tools such as advanced analytics to enable them to reach a more accurate assessment of bid target valuations, as well as for portfolio optimisation. As figure 20 shows, while successful digital deals are more likely to have seen a range of methods employed, nowhere is the comparison between the high-performing transactions and less successful deals as stark as on the use of advanced analytics. More opportunities of this type are becoming available all the time. As data is increasingly standardised and methods for interrogating that data become more sophisticated, it will increasingly be possible to automate large parts of the due diligence process, for example. In addition, by using big data accumulation and analysis the buyer may gather – outside the due diligence data room (as prepared by the seller) – information on the target and its industry, competitors, market from all publicly available sources, and not just top-line and actual data, but all historical data. Thus, the basis on which to ground the acquisition decision or the content of the purchase agreement is much broader and better. Other digital tools may come into play during the integration process. One obvious area of opportunity is social media, as well as the increasing number of internal communication platforms, to improve collaboration between teams working in different locations. As cross-border transactions grow in number, with more German companies seeking to leverage international digital opportunities, this could prove crucial. Figure 20 To what extent does your firm apply the following methods regarding digital M&A? (5 = changes to a very large extent, 1 = no change at all) Mean shown Very large extent Limited extent 3.89 4.45 3.68 4.11 3.87 4.31 3.76 4.14 3.80 4.13 Advanced analytics for valuation and/or portfolio optimisation Variable purchase price Earn-out provisions Identification of warranty or indemnification issues Review the transaction’s underlying assumptions Less successful transactions (n=78) Highly successful transactions (n=71) Large effect size of differences between groups All group differences are statistically significant (p < 0.05) Order based on effect size (Cohen’s d) 26

4.4 The challenges of digital dealmaking However, digital deals will become instantly more straightforward as these new tools are employed. Digital transformation may offer new ways to cope with traditional M&A challenges, but transactions with a digital element also bring their own issues. The businesses in this study highlight their biggest concerns in figure 21. One worry is the question of how to protect data during the due diligence phase of an M&A transaction. In an era where cyberattacks are more prevalent than ever before – and heightened regulation such as the European Union’s GDPR – this will become an even bigger preoccupation over time. Another fear for many businesses is that they will not be able to realise the full benefits of the deal following its completion because of difficulties with transferring know-how. With so many transactions predicated on the need to acquire new capabilities, skills and knowledge, this is a serious concern. Any failure to transfer knowledge will undermine the deal’s prospects of success where this is the objective. Other challenges high up the list of concerns range from the question of how to migrate large volumes of data to anxiety about whether bid targets really have a proven business model. Then there are more traditional M&A anxieties, including the issue of talent retention. The success of M&A often rests on the ability to bring two disparate organisations together, uniting them in pursuit of common goals rather than fostering alienation and discontent. This is difficult for all organisations, but in digital deals, the challenge may be particularly tough given the very different cultures of large and traditional organisations compared to smaller digital businesses only recently launched. Nevertheless, it is crucial that acquirers tackle the culture question head on. That may require specialist deal implementation teams experienced in balancing these questions. “We realised the Figure 21 To what extent do you agree with the following statements? Compared to traditional M&A, a big challenge of digital M&A is... (5= strongly agree, 1= strongly disagree) … data protection in the transaction and data room (cyberattacks) 4.15 … know-how transfer 4.14 … migration of large quantities of data 4.07 … post M&A process 4.07 … due diligence review 4.05 … low target visibility … lack of proven business model of target 4.03 4.03 … retention strategy … requirement of new valuation methods for intangible assets (data, algorithms, patents) … design of purchase contract 4.03 3.99 3.89 Note: n = 150 = statistically significant difference to other answer options 27

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Arbeitsrecht
Studie: M&A Treiber für die digitale Transformation
Studie zum Krisenmanagement
Studie: Krisenkommunikation Aufsichtsrat
Leitfaden Datennutzung
Public M&A Report H1/2018
Legal issues of digitalisation in Europe
Whitepaper: Die EU-Strategie für einen digitalen Binnenmarkt