Mergers and Acquisitions Insights

The real work begins after the ink dries – my M&A learnings. According to most studies, between 70-90% of M&A transaction do not deliver the targeted goals. Experienced M&A practitioners identify problems in the integration as a primary cause. Over the past years, I have had the privilege of being involved in several M&A transactions at HDI International – from strategic evaluation to post-merger integration. Each deal brought its own dynamics, but one truth remained constant: the most challenging time begins after the signing. Here are my top personal learnings from post-merger integrations: 1️⃣ Start integration early and move fast – Integration planning should begin very early on, even before signing. A clear roadmap for the following months sets expectations and creates transparency thus reducing the uncertainty each integration phase will inevitably bring. Moving diligently, but fast through the integration phases and defining the leadership teams early on also helps to reduce the uncertainty. 2️⃣ Define clear targets and keep a business focus – We defined for the integration financial and operational goals overall and for each area top-down and bottom-up. This created clarity and commitment. We also continuously tracked the progress made. This helped to keep a clear focus on the market and our business momentum while also achieving the targeted synergies. 3️⃣ Culture is not a soft factor – It’s often the hardest and most decisive element. Our teams made it a priority to establish a common culture that fits both companies. True to the motto: listening, adjusting, and moving forward together. Our overall values of transparency, engagement and collaboration are at the basis of the new common culture and were critical in each integration process. 4️⃣ Embrace feedback – A healthy error culture and open feedback loops are essential. When moving fast in such a complex integration process, surprises and mistakes will happen. It is thus key to identify and address them quickly and to learn from them. 5️⃣ It’s a team effort – Integration success very much depends on the team you have on the ground, not only in our decentral organization. We have leaders who know the market, their business operation and their teams deeply. In addition, quite a number of leaders already have vast experience in post-merger management. On top, it wasn’t just our leadership teams who made the difference – it was every colleague who embraced the integration as an opportunity to build a leading business in their market, adapting and supporting each other, going the extra mile while maintaining the business momentum. 🙏 I’m grateful to everybody who has made the integrations of the past years successful – with dedication, resilience, openness, and a shared vision. The results and progress we achieved so far would not be possible without you. I would love to hear from you: What are your key learnings from post-merger integrations? What worked – and what didn’t?

I sold my first startup in 2020 for a life-changing amount. A close friend who’s deep in the M&A process reached out last week for advice. Here's what I told him on how to navigate the process of selling your company: ~~ 1) Contrary to what ppl say - companies are sold, not bought. You can’t force a sale, but you can lay the tracks for it. The best time to start M&A convos is 3-5 years before you expect to sell it. Investors prefer to see trends over time. Seek them out, tell them your plans and then outperform - this is how deals get done. == 2) Create competition. I always assumed investment banker fees were absurd (and they are), but at the end of the day - they are typically the best way to create perceived urgency which drives a decision to buy. No buyer wants to lose a deal, especially to a competitor. == 3) The right buyer > the highest price. Usually, you roll equity into the new deal, so this will be a long-term relationship. A great buyer makes post-sale life easier. A bad buyer can make it miserable. Look for: • Aligned values • Clear vision • Mutual trust I gave up millions in deal value for security in an aligned buyer whose values I trusted. == 4) Price is only one lever. Everything is negotiable from the terms of the deal (Cash vs equity, Earnout,etc) to how your team will be compensated (salaries, vesting acceleration, new option grants). The “headline number” doesn’t tell the whole story. Optimize for the terms that matter most for both you AND your team. == 5) Don’t delegate trust. The banker and lawyers are there to protect you, but they aren’t running the deal. Stay in touch with the buyer directly. Understand all the terms and conditions. Miscommunication often happens when everything goes through legal teams. == 6) Protect your team. Keep the sale process quiet until it’s necessary to involve others. M&A is distracting, stressful, and often falls apart. Your team should stay focused on running the business while you handle the deal. == 7) Operate like the deal isn’t happening. Until the money hits your account, assume the sale won’t close. Deals fall apart all the time. Keep running your business as if you’ll own it for the next 10 years. == 8) You’ll question yourself. During negotiations, I second-guessed the deal constantly: • Am I leaving too much on the table? • Could we sell for more later? Leaving upside for the buyer increases the likelihood your deal gets done. Focus on the big picture. == 9) Post-sale life isn’t what you think. I thought the money would fix everything. It didn’t. Selling didn’t make me immediately happier or more fulfilled - but it did me time to figure out what actually mattered and eventually it came to me. == 10) Survive the process. Selling your company is probably one of the most emotionally exhausting things you can do. It will drive you insane if you’re not careful. Take time to go for a run, meditate, do breathwork or whatever it takes to keep your mind right.

If you’re waiting to start M&A conversations until you're ready to sell, we’ve got intel from 5 medtech CEOs with a track record of medtech exits who may tell you otherwise. They’d probably also tell you that companies that get acquired for the best valuations *start* building relationships with strategics at least 2-3 years before they even consider an exit. For an article I wrote for MassDevice, 5 CEOs who've successfully navigated M&A transactions told me this: The best exits are planned from day one. ➡️ Jennifer Fried (Flow Medical) says that before she even joined her current company, she was already calling potential acquirers. Not to pitch — to listen. "What do you really think about the pulmonary embolism space? What are the big inflection points?" Early conversations helped her understand market dynamics and have shaped the strategy at Flow. ➡️ Joe DeVivo’s (Butterfly Network, Inc.) approach is people-oriented. Joe has delivered 5 exits (!) and he knows M&A is about building relationships, not deal flow. "Simply befriend them. At trade shows, be very open. Keep the dialog going." The onus is on you to help potential buyers understand your business and why it’s worth acquiring. ➡️ James Reinstein (Conformal Medical) emphasizes market selection and timing: "Find a market that's growing fast, has few competitors, and is one that investors want to be in." The idea is to position yourself as part of a growing pie and then show acquirers you’re continually hitting key milestones. ➡️ Cary Vance (previously PhotoniCare, Inc.) says it’s important to cultivate relationships with multiple strategics, but is quick to point out that deals are never guaranteed. "Run your company as if you're going to make a go of it alone — don't count on an acquisition as your rescue plan." ➡️ Nitin Salunke (Supira Medical) says identifying an end goal as early as possible will put you at an advantage:  "Don't go fishing for deals. Make incremental progress on strategics' watch lists, rising from bottom to top." Let value guide your company’s trajectory and align your milestones with that to make the business acquisition-worthy. Simply put: You want your business to get bought, not sold. Strategics are rarely lining up to buy companies that are desperate to be acquired. But startups focused on building great businesses while cultivating the right relationships? They get bought. In short, this is what separates the successful exits from the failed attempts: - They educate potential acquirers without being pushy  - They understand that timing matters as much as value - They pick fast-growing markets with limited competition - They build companies strong enough to survive independently  - They align major conversations with their strongest milestones Check out the full article through the link in the comments. And last, big thanks to Chris Newmarker for your publishing support!

The US Accounting landscape is undergoing another seismic shift. Baker Tilly US is in advanced talks to acquire Moss Adams in a landmark $2bn+ deal, a move that would immediately vault the combined firm to the sixth-largest in the country, surpassing BDO, CBIZ, and Grant Thornton (US). With over $3bn in combined revenues and an expanded footprint across the West Coast and internationally, this merger is being positioned as a “powerhouse for the middle market.” But this is about more than scale, it’s a sign of how Private Equity is redrawing the map of Professional Services. Since selling a majority stake to Hellman & Friedman last year, Baker Tilly has made no secret of its ambition to become a platform business: scaling rapidly, unlocking operating leverage, and reengineering the traditional partnership model. Today, more than a third of the top 30 U.S. accounting firms have taken on external capital. The question isn’t if firms should respond, but how fast. For those still sitting on the sidelines, this is a wake-up call. The age of the independent mid-market firm is being dismantled by billion-dollar M&A and strategic capital injections. With mounting Partner retirements and succession challenges, rising tech investment costs, and deepening talent shortages, firms that fail to evolve won’t just be left behind, they’ll be shifted out of relevance. Source: Financial Times

Here’s the deal: traditional M&A processes are reactive, inefficient, and often set buyers up for failure. 𝐁𝐮𝐲𝐞𝐫-𝐋𝐞𝐝 𝐌&𝐀 flips the script with a five-pillar framework designed to put buyers in control and deliver long-term value.⁣⁣ ⁣⁣ Let’s start with the first pillar: 𝐍𝐞𝐯𝐞𝐫 𝐌&𝐀 𝐨𝐧 𝐈𝐦𝐩𝐮𝐥𝐬𝐞.⁣⁣ Deals fail when buyers jump in without a plan. A winning strategy begins with clear goals and a proactive approach. Don’t sit back and wait for opportunities—identify and target companies that align with your vision and objectives.⁣⁣ ⁣⁣ Here’s a truth we all know: 𝐛𝐮𝐲𝐢𝐧𝐠 𝐢𝐧 𝐚𝐧 𝐚𝐮𝐜𝐭𝐢𝐨𝐧 𝐩𝐫𝐨𝐜𝐞𝐬𝐬 𝐬𝐮𝐜𝐤𝐬. The real winners in M&A are the ones who’ve established relationships early, often securing deals—even with lower bids. Engaging early puts you in the driver’s seat. You define the vision, evaluate cultural fit, and build an integration thesis—all before signing the LOI.⁣⁣ This is about intentionality. Ask yourself:⁣⁣ ✔️ Why are we buying this company?⁣⁣ ✔️What does success look like post-close?⁣⁣ ✔️Are they bringing unique capabilities or customer value?⁣⁣ ✔️How will cultures align, and what will it take to integrate effectively?⁣⁣ This isn’t about closing the deal—it’s about making it successful. It’s about creating a roadmap for what the combined company will look like and ensuring every decision aligns with long-term value creation.⁣⁣ How is your team taking a 𝐁𝐮𝐲𝐞𝐫-𝐋𝐞𝐝 𝐌&𝐀 𝐚𝐩𝐩𝐫𝐨𝐚𝐜𝐡 to sourcing and executing deals? 

Most M&A textbooks tell you how deals should work. But few tell you how they actually do. I’ve sat in boardrooms where the numbers looked perfect. Synergies modeled and financing secured. And yet what looked flawless on paper turned into chaos in practice. M&A is about people, trust, timing, and preparation rather than just valuation. Every transaction is different so unexpected issues always surface. The best CFOs can handle this with judgement and leadership under pressure. Here are 7 truths about M&A no textbook will teach you: 1. Fit beats price → cultural alignment is the real synergy. 2. The CFO designs the deal → structure defines success. 3. Every deal is unique → flexibility is non-negotiable. 4. Trust is currency → board confidence drives approvals. 5. Advisors tilt the table → relationships buy better terms. 6. Preparation is value → slow teams bleed leverage. 7. Post-deal is the game → signing is the start, not the end. Which truth resonates most from your own experience? ------- ➕ Follow Jonathan Maharaj FCPA for finance‑leadership clarity. 🔄 Share this insight with a decision‑maker. 📰 Get deeper breakdowns in Financial Freedom, my free newsletter: https://lnkd.in/gYHdNYzj 📆 Ready to work together? Book your Clarity Session: https://lnkd.in/gyiqCWV2

Everyone loves to talk about the strategy behind M&A deals. But the thing I’ve learned watching FMCG leaders up close? Deals don’t fail because of bad strategy. They fail because of people. It’s never the financial model that breaks first — it’s leadership misalignment. I see it happen all the time in FMCG — especially in Private Equity backed environments. The model looks perfect on paper: → Acquire a few fast-growing brands → Roll them into a global portfolio → Drive efficiencies, cost synergies, market expansion But then the integration starts — and suddenly things look very different. Because what the spreadsheet doesn’t tell you is: → The founder isn’t used to quarterly board meetings with EBITDA pressure → The CMO is still running a startup playbook in a scaled organization → The CEO doesn’t align with the go-to-market model in a new geography → The commercial leaders can’t navigate two different company cultures merging overnight And this happens more than most will admit. In fact — Bain & Company data shows 70% of M&A deals underperform expectations. And culture is one of the top 3 reasons. In the FMCG space — where brands carry legacy pride and deeply embedded ways of working — leadership integration is no longer “important.” It’s non-negotiable. Great M&A outcomes today don’t just come from smart strategy. They come from: → Leadership teams that trust each other faster than the market moves → Leaders who can flex between entrepreneurial scrappiness and corporate discipline → People who know when to protect brand identity — and when to evolve it And here’s what I tell my clients: If leadership alignment is not your #1 risk mitigation strategy in M&A — you’re not just betting on growth. You’re betting on luck. The smartest investors I work with in FMCG? They’ve learned this the hard way. They’re doing culture diligence as seriously as financial diligence. They’re assessing leadership “integration readiness” before the deal closes. They’re hiring talent not just for operational excellence — but for the ability to navigate ambiguity, pressure, and transformation. Because the future of FMCG M&A won’t be won by the best strategy. It will be won by the best people. Drop me a message — I’m always up for a conversation on building high performing teams. #FMCG #ExecutiveSearch #PrivateEquity #MergersAndAcquisitions #Leadership #CultureIntegration #ConsumerGoods #HiringStrategy

In 70% of M&A deals, value evaporates during integration not because of poor strategy, but because of leadership gaps at the most critical moment. What separates successful integrations from failures? The CEO's direct engagement. After guiding many high-stakes integrations across industries, I've observed a pattern: When CEOs treat integration as a "delegate and forget" task, deals unravel. When they position themselves as Integration Architects, magic happens. In today's newsletter, I break down: ✔ Why JPMorgan's acquisition of Bear Stearns succeeded where others failed ✔ The "Decision Velocity Framework" that one CEO used to accelerate integration by 40% ✔ How Satya Nadella's personal approach to the LinkedIn acquisition preserved what mattered most ✔ The 5-dimension Integration Leadership Maturity Model you can apply immediately Integration isn't just another project it's the moment where leadership defines your organization's future. Read the complete integration leadership framework in my latest newsletter. Hit "Subscribe" to get exclusive M&A execution insights delivered directly to your inbox every Friday. 𝗔𝗹𝘄𝗮𝘆𝘀 𝗥𝗲𝗺𝗲𝗺𝗯𝗲𝗿 In integration, what the CEO pays attention to is what the organization prioritizes. Your engagement isn't just symbolic it's your most powerful lever for success.

Last month, ITC acquired Meatigo’s parent company Prasuma at a ~₹300 crore valuation. ITC will pay ₹131 crore upfront for 43.8% & a further ₹56 crore to increase its stake to 62.5% by April 2027. There are a few points to unpack here ⤵️ (1) The staggered buy-out has become the norm 💡 ITC has done the same w/ Yogabar — ₹175 crore for 39.4% upfront stake on March 31st 2023 & a further ₹80 crore for 47.5% of business by March 31st 2025 Marico has done this w/ Plix — acquired 32.75% stake in May 2023 & a further 25.25% in tranches until May 2025 (2) Why does the staggered buy-out make sense? 🤔 In FMCG, typically the acquirer will provide their distribution muscle & network behind the target brand — which results in a sharp spike in Sales & quicker path to profit. For the founder: They have an option to participate in the upside when the acquirer (e.g. ITC) unlocks distribution — of course, terms of purchase would be pre-agreed. For the acquirer: It de-risks the entire take-over process; founder remains involved during the transition period. IF the growth plan doesn’t work out, the total capital outlay is lower. (3) Prasuma is part of ITC’s ‘Next’ Strategy (2018) 🧠 Prasuma runs 3 sub-brands — ‘Prasuma’ (ready to cook), ‘Meatigo by Prasuma’ (non-veg produce) and ‘Prasuma Momo Kitchen’ (a QSR) ITC doesn’t have a dominant hold over the meats market — their Master Chef products range is NOT a category leader. Prasuma will augment this range. The idea of ITC Next is to find new growth drivers and invest in R&D — acquisitions like Prasuma, Yogabar, Savlon etc are a key part of this strategy. ➡️ Message is clear as always — legacy FMCG brands are ready buyers of new-age or digital first consumer brands. These acquisitions are more akin to partnerships — founder involvement, staggered buyout & focus on value creation. #india #startups

In a merger, the word “synergy” is often used to justify the deal.  In large enterprises, that synergy usually slows down at the data layer. When two organisations combine, the Board expects a unified view of customers, margins, supply chains, and risk exposure.  What they often inherit instead is a fragmented estate: multiple Snowflake environments, parallel ERP systems, legacy SQL Servers still running critical workloads, and no shared definition of basic metrics. This fragmentation is not an IT inconvenience. It is a structural drag on EBITDA. Finance teams spend months reconciling numbers instead of integrating operations.  Procurement savings remain theoretical because spend data cannot be harmonised.  Cross-sell strategies underperform because customer records do not align.  Leadership debates whose dashboard is “correct” instead of focusing on growth. It also creates 𝐀𝐈 𝐩𝐚𝐫𝐚𝐥𝐲𝐬𝐢𝐬. Enterprises talk about Copilots, GenAI layers, and agentic automation.  But you cannot deploy intelligent workflows on top of contradictory data logic.  If “Revenue” or “Margin” means something different across business units, automation only scales inconsistency. Post-merger value realisation requires a shift from moving data to governing logic. That begins with defining a shared semantic layer before merging a single table.  1. Agree on enterprise-wide definitions.  2. Assign domain accountability.  3. Rationalise overlapping platforms.  4. Decommission legacy debt rather than stacking new cloud costs on top of old architecture. True cost synergy comes from building a disciplined, scalable data foundation that supports unified reporting, controlled cloud economics, and AI readiness. Modernization in this context is about ensuring the combined enterprise operates on one coherent data engine, so the merger becomes a multiplier of value. #MergersAndAcquisitions #DataStrategy #EnterpriseAI #DigitalTransformation #DataGovernance #BusinessStrategy