Forrester Trends Whitepaper
Forrester Trends Whitepaper
Forrester Trends Whitepaper
Forrester Consulting
Table Of Contents
Executive Summary ............................................................................................................................................................................................2
The M&A Management Tools Market Is Still Nascent ...........................................................................................................................3
Trends And Challenges In A Changing M&A Environment ................................................................................................................4
Criteria For Successful Corporate M&A ......................................................................................................................................................8
Technology Use And Satisfaction In M&A .............................................................................................................................................. 12
Capabilities Of The Next-Generation M&A Management Tool ....................................................................................................... 15
Key Recommendations .................................................................................................................................................................................. 18
Appendix A: Methodology ............................................................................................................................................................................ 19
Appendix B: Demographics .......................................................................................................................................................................... 19
Appendix C: Supplemental Material .......................................................................................................................................................... 22
Appendix D: Endnotes ................................................................................................................................................................................... 22
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Executive Summary
Mergers and acquisitions (M&A) represent a key vehicle to obtain growth for many companies. Given the importance
of M&A and the complex challenges that organizations face in their M&A endeavors, it is surprising that the approach
to M&A is so unstructured. Integrated technologies can transform an unstructured process by facilitating all
dimensions of the M&A process including defining strategy, organizing a deal, and executing a transaction.
In March 2010, IntraLinks commissioned Forrester Consulting to analyze M&A trends, challenges, technology use, and
the satisfaction associated with the use of those tools. The objective was to identify the criteria for successful, structured
processes and the capabilities required by next-generation M&A management tools. For this purpose, Forrester
Consulting conducted an online survey with 219 M&A professionals from corporations and advisory firms worldwide.
Key Findings
Forresters study yielded six key findings:
The global economic recession has fundamentally changed M&A. The recession led to a significant drop in
global M&A activity while changing the underlying approach to conducting transactions. M&A professionals are
demanding more dedicated structure and process in an environment that has become increasingly volatile.
The pre-deal phase is the most challenging to manage. This is true for M&A professionals on both the buy and
sell side. Effectively and efficiently gathering and assessing information about buyers and sellers is a major
impediment to success.
Performance measurement, collaboration, and communication are key issues. M&A management challenges
include effectively measuring performance in terms of costs and synergies, as well as ensuring effective and
efficient collaboration and communication with both internal and external parties.
A successful M&A system encompasses four functional components. A higher M&A competence is strongly
correlated to improvements in transaction activities in terms of quality and quantity. Four components evolve in
this context to institutionalize a successful M&A system required for a strong competence: strategy, organization,
process, and technology.
Technology use and satisfaction differ across deal phase and company types. Financial content platforms and
virtual deal rooms (VDRs) dominate the pre-deal and transaction phases. In the integration and operation
phases, generic project management software and collaboration solutions are seeing the highest use. However,
the satisfaction scores show room for improvement for all technology solutions.
The next-generation M&A management tool has a broad and integrated set of capabilities. Deal professionals
require a broad and integrated set of capabilities in an M&A management tool. Project management and
collaboration capabilities are the top priority, followed by email management, workflow management, business
intelligence and analytics, and content and market data capabilities.
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market. The M&A tools market is framed by two categories of technologies. On one hand, secure Web-based
virtual deal rooms were introduced to complement or replace the physical paper-based deal rooms used to
conduct due diligence. However, a VDR is also often used as a central repository for secure document
management and information exchange between internal and external stakeholders. On the other hand, PMT
solutions track and monitor activities throughout the M&A process primarily for task and progress reporting in
the integration phase.2
Adoption of dedicated M&A tools primarily depends on deal size and activity. In 2009, Forrester surveyed 17
M&A tool providers to size and forecast the M&A tools market. The VDR market was $378 million, and the PMT
market was $29 million. Forrester estimates that the total market will reach nearly $1 billion by 2013 at a
compound annual growth rate (CAGR) of 29%. Adoption of tools depends primarily on deal size and activity.
The more complex the deal is, the higher the requirement is to leverage dedicated tools. Highest adoption exists
for large and mega deals (with values of more than $1 billion) at 80% to 90%. However, these make up just
approximately 3% of overall deal volume. Predominant buyers of tools are large corporations, followed by
investment banks and legal firms. From a geographic perspective, the US leads in terms of adoption, followed by
Western Europe and Asia Pacific.3 Forrester identified four profiles of buyers depending on deal frequency and
deal complexity (see Figure 1).
Innovation is the key to unlocking the full potential of this market. M&A tools are only scratching the surface
of their potential. The markets of VDR and PMT are already commoditizing, as more players want to grab share
of a fast-growing market. While the value of using VDRs is apparent for most companies, clients are struggling to
see the value of PMTs. These are being used primarily by M&A departments at large corporations and consulting
firms for their integration services with clients. Enabling M&A professionals (at both corporations and advisory
firms) in supporting and executing their full M&A life cycles remains a white space in the market. This pushes all
types of providers to innovate new solutions and capabilities over the next few years to become an inevitable part
of the M&A process.
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Figure 1
Buyer Profiles For M&A Management Tools
High
There is long-term tool deployment. The company frequently buys
companies of all sizes. Normally, the company has a strong market presence.
It has a dedicated M&A practice in place.
Deal
frequency
Low
Deployment
of tool isnt
necessarily
needed.
The company
primarily
works with
external
advisors.
High
Source: The Emerging M&A Management Tools Market, Forrester Research, Inc., September 9, 2008
aspects of M&A behavior (see Figure 2). A greater demand for a strategic approach as well as due diligence
ranked the highest, with 76% of respondents agreeing to both. In addition, more than two-thirds of professionals
said that the M&A department requires greater visibility at the executive management level. This is in line with
Forresters observations that although the M&A function is established at many corporations, its responsibility
and level of influence within the organization is low. Many of the concerns in terms of strategy and the M&A
department are around the organizational structure for M&A, but M&A professionals are also seeing an increase
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in demand for more process-oriented components such as M&A best practices, deal reviews, knowledge sharing,
and dedicated methodologies and tools.
Identifying appropriate targets/buyers is the top challenge for M&A professionals. The main challenges for
professionals on the buy and sell side pertain to the pre-deal phase. The top challenge for the buy side is the
identification of appropriate acquisition targets (35%). For the sell side, the main struggle is identifying
appropriate buyers (46%) (see Figure 3). Other top challenges on the buy side include due diligence, financial
valuation, and setting and executing the M&A strategy. While executing integration is often cited as a critical
success factor for M&A, it is actually only ranked seventh on our list of 10 in terms of those who find it to be a
challenge. On the sell side, deal professionals primarily struggle with information gathering and evaluation, such
as managing and evaluating indications and bids; gathering asset, company, and market information; and
understanding the context and history of potential buyers.
M&A performance, collaboration, and communication are the key issues in M&A management. In M&A
management in particular, 56% of survey respondents said that their No. 1 challenge is the effective measurement
of performance (see Figure 4). Many companies do not have a systematic approach for cost and synergy
management and are not tracking the impact of M&A in the long term or even midterm. Forrester observations
indicate that only one-fourth to one-third of acquirers are measuring their long-term performance. Just one
review, one year after closing, is a very common approach among companies. Further key challenges pertain to
effective and efficient collaboration and communication between internal and external stakeholders, which is
difficult to manage for more than 40% of respondents.
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Figure 2
The Recessions Top 10 Effects On M&A Behavior
76%
76%
70%
69%
62%
58%
56%
56%
56%
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64%
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Figure 3
Top 10 M&A Buy- And Sell-Side Challenges
What are your top three challenges
within the M&A buy-side process?
Identifying appropriate
acquisition targets
35%
29%
Performing financial
valuation
Defining and executing
M&A strategy
Negotiating deals
26%
23%
21%
28%
Gathering asset/company/
market information
28%
28%
27%
27%
Tracking market
developments and
competitive information
20%
Executing integration
20%
22%
Financing deals
20%
21%
15%
Collaborating on and
creating materials
Estimating synergies
associated with deals
15%
Managing questions
and answers
17%
11%
Source: A commissioned study conducted by Forrester Consulting on behalf of IntraLinks, March 2010
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46%
Forrester Consulting
Figure 4
Top M&A Management Challenges
56%
47%
41%
37%
35%
34%
34%
32%
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Strategy. Any strategy fails without executive commitment. This is especially true for M&A, where strategy must
be a vital part of the overarching corporate strategy still not the case at many companies. Forrester argues that
the lack of strategic approach is one of the main reasons why M&A fails in too many instances. The majority of
the M&A professionals involved in our survey feel that having a defined M&A strategy is the No. 1criterion for
successful corporate M&A (see Figure 6).
Organization. Companies must establish dedicated functions and roles responsible for overseeing and
operationalizing M&A strategy. A dedicated M&A department and executive role is critical for success, according
to, respectively, 63% and 72% of M&A professionals. Just 53% of the surveyed corporations have a dedicated
department, with North American companies slightly ahead of Europe and Asia (see Figure 7). At 57% of the
companies, the number of employees working full-time in these departments is between two and 10. Results of
this study indicate that larger companies (10,000 and more employees) or publicly listed companies tend to have
more departments and personnel than smaller or privately held firms.
Process. Strategy and structure are, however, useless when companies havent defined distinct processes not
only for the M&A project itself, but also for governance and deal management. Forresters observations show that
most companies have a too-narrow process in place that only deals with the tasks for the actual M&A project.
This very focused approach must be replaced by a holistic one that embraces the entire deal life cycle. Dedicated
processes for deriving M&A best practices, performing regular deal reviews, collecting related intellectual
property (IP), or identifying M&A experienced employees either are less sophisticated or just simply do not exist.
However, these elements are critical for successful M&A, as our survey data indicates. Regular performance
reviews ranked as the second most important item at 77%, closely followed by the need to identify people
organizationwide with M&A experience, at 76%. Finally, a system for continuously improving M&A processes is
critical to keep processes and tools current, which M&A professionals ranked as the fourth most important
criterion for M&A success.
Technology. Technologys role in M&A should be to act as the connector and facilitator among the three
components above. The complexity of each component and their interdependencies require supporting
technologies. These technologies must allow the components to become a sustainable system to build and
maintain a strong M&A competence. However, as Forresters research into the market for M&A tools reveals, the
technology component is by far the least mature compared with the components previously outlined. Technology
is the missing link to help companies institutionalize M&A. To date, Forrester knows of no integrated technology
or suite of technologies to help companies with this challenge. M&A professionals must rely instead on a
portfolio of different solutions.
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Figure 5
Value Of Higher M&A Competence
To what extent do you agree with the following statements?
(4 or 5 on a scale of 1 [strongly disagree] to 5 [strongly agree])
A higher M&A competence leads to higher synergies
and improved M&A performance
86%
84%
71%
69%
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76%
59%
Forrester Consulting
Figure 6
Top 10 Criteria For Successful Corporate M&A
How critical are the following criteria for successful corporate M&A?
(4 or 5 on a scale of 1 [not at all critical] to 5 [very critical])
The corporation has a defined M&A strategy in place
86%
77%
76%
73%
72%
65%
63%
63%
62%
61%
Figure 7
Demystifying The M&A Department At Corporations
Yes
53%
Base
110
North America
55%
60
Europe
48%
31
Other
53%
19
45%
73
68%
37
44%
50
60%
60
By geography
By number of
employees
By type of company
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the top two technologies in the pre-deal and transaction phase for advisory firms and corporations. The Internet
also sees high use by both types of companies in the pre-deal phase. While in the transaction phase, investment
banks and legal firms leverage intranet solutions and portals, as well as generic project management software;
consulting firms and corporations primarily use collaboration solutions. Generic project management software is
the top technology being used by corporations in the integration and operation phases, followed by intranet
solutions, portals, and collaboration solutions. Advisors use the same technologies as corporations to a high
degree in the integration phase, but in a different order, with collaboration solutions receiving the highest level of
use. For the operation phase, advisors primarily leverage intranet solutions and portals as well as other
technologies, namely VDRs and PMTs (see Figure 8 and see Figure 9).
Satisfaction results show room for improvement for all technologies. While use indicates how technologies are
leveraged throughout the M&A life cycle, it does not reveal user satisfaction. Only email and the Internet received
high satisfaction results from both advisors and corporations. Generic spreadsheets also returned a high
satisfaction score, but only from advisors. However, with some exceptions in the pre-deal phase, these three
familiar yet generic technologies are not among the most frequently leveraged technologies during the M&A
process. Generic project management software, for example, which is the No. 1 technology used in the
integration and operation phases of corporations, is only in the moderate satisfaction range. This is also true for
other technologies, including collaboration and intranet solutions. In addition, the survey results revealed that
corporations are less satisfied with technologies than are advisors: Less than 50% of corporate respondents are
satisfied with financial content platforms, VDRs, instant messaging solutions, and PMTs (see Figure 10).
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Figure 8
Heat Map Of Technology Use In M&A: Advisory Firms
8-1 Heat map of technology use in M&A: investment banks and law firms
Ranking of tech use by phase
Low: 8 to 10
High: 1 to 3 Moderate: 4 to 7
Pre-deal Transaction Integration Operation
Email
Internet
10
Generic spreadsheets
Generic project
management software
Collaboration solutions
10
10
8-2 Heat map of technology use in M&A: consulting and other advisory firms
Ranking of tech use by phase
Low: 8 to 10
High: 1 to 3 Moderate: 4 to 7
Pre-deal Transaction Integration Operation
Email
Internet
10
10
Generic spreadsheets
Generic project
management software
Collaboration solutions
10
10
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Figure 9
Heat Map Of Technology Use In M&A: Corporations
Ranking of tech use by phase
High: 1 to 3
Moderate: 4 to 7
Low: 8 to 10
10
10
Internet
10
10
Generic spreadsheets
Generic project
management software
Collaboration solutions
Figure 10
Heat Map Of Technology Satisfaction In M&A
Advisors Corporations
54%
58%
48%
54%
61%
47%
Collaboration solutions
Generic project
management software
Intranet solutions, portals
M&A project management
tools (PMT)
Instant messaging
58%
65%
51%
63%
65%
61%
58%
66%
50%
48%
56%
39%
51%
61%
41%
Generic spreadsheets
78%
84%
72%
Internet
84%
86%
82%
78%
90%
87%
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they would find useful in an M&A tool (see Figure 12). As some of the other findings in this study already
indicated, more than 80% of respondents would find project management and collaboration capabilities useful.
However, the other four capabilities email management, workflow management, business intelligence and
analytics, and content and market data all returned high results. In particular, the last two items would better
track and compare M&A performance. The high ratings across capabilities indicate that professionals are not
looking for specific point solutions; they are instead looking for an integrated portfolio of capabilities.
New M&A-specific capabilities. Building upon the key findings of this study, demand for new M&A capabilities
emerged. Pre-deal support is one important area, as this is one of the most challenging phases for M&A
professionals. Gathering and evaluating information from internal and external sources in a more integrated and
automated fashion could help optimize (or streamline) pre-deal phase activities, such as the tracking of market
developments. Another example for a new capability is closely linked: embedded templates and tools. Today, for
instance, the templates used by professionals for due diligence are typically generic and cant be dynamically
created within a Web-based environment for considered cases within one solution.
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Figure 11
Stakeholders Who Approve Funding For M&A Tools, By Type Of Company
Other
4% Procurement
1%
Finance
7%
IT organization
8%
IT organization
3%
Chief operations
officer (COO)
Chief financial
7%
officer (CFO)
44%
Finance
11%
Head of corporate
development
13%
Chief financial
officer (CFO)
42%
Head of corporate
development
13%
Chief operations
officer (COO)
17%
Chief information
officer (CIO)
17%
Base: 99 M&A professionals at corporations
(percentages do not total 100 because of rounding)
Source: A commissioned study conducted by Forrester Consulting on behalf of IntraLinks, March 2010
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Other
3% Procurement
3%
Forrester Consulting
Figure 12
Example Capabilities Of A Next-Generation M&A Management Tool
How useful would you find the following capabilities of an M&A management tool?
(4 or 5 on a scale of 1 [not very useful] to 5 [very useful])
84%
80%
Collaboration capabilities
79%
78%
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70%
64%
Forrester Consulting
KEY RECOMMENDATIONS
While M&A patterns are changing, companies must realize that it is time to take M&A to the next level of sophistication.
Given its importance for growth and corporatewide impact, it is surprising how much less developed the M&A competence
is at most organizations. M&A failure does not, in Forresters opinion, start at negotiation or integration it starts from the
companys self-conception, which is reflected in its corporate strategy. Hence, deal professionals should take a step back
and fundamentally rethink their approach to M&A. Creating an M&A competence requires systemic thinking: Only if all
components that create and nurture the system around M&A are well configured and working seamlessly can the
institutionalization of M&A occur. In this setup, transactions are no longer ad hoc, but strategic even in an opportunitydriven scenario. Technology plays a prime role in keeping the system working. Deal professionals must take the following
steps to institutionalize M&A:
Define your M&A strategy. The decision to advance the M&A competence of a company must be a key priority on
the executive agenda. Only full executive buy-in will drive this initiative, as the M&A strategy must be a dedicated
part of overall corporate strategy. Clear key performance indicators (KPIs) and incentive schemes must be put into
place to facilitate this transformation and make it last. The balanced perspective of shorter- and longer-term
priorities to move incrementally along the stages of competence maturity is important in this context.
Create an organizational support structure for M&A. Once the strategic framework for M&A is in place, the
organizational support structure for operationalizing it must be created. Allocating the responsibility across existing
units and roles is not effective. A dedicated function and role must be created with a clear mandate and be
empowered to drive the organizations M&A strategy.
Establish three sets of M&A processes. On the process side, M&A professionals must be aware that the existence
of one discrete M&A process is not sufficient for achieving institutionalization. Companies must also take a holistic
perspective on the process front and establish three sets of M&A processes for: 1) governance and management; 2)
the M&A life cycle; and 3) continuous improvement. This step of institutionalization is only fulfilled if all three sets
are in place.
Implement integrated technologies to enable the institutionalization of M&A. Point solutions and generic
tools are not an effective means of managing the entire M&A life cycle. Only through an integrated portfolio of
technologies will companies be able to constantly advance their M&A competence.
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Appendix A: Methodology
For this study, Forrester conducted an online survey of 219 M&A professionals in Brazil, Canada, China, France,
Germany, Mexico, the UK, and the US to evaluate trends, challenges, success factors, as well as technology use and
satisfaction with M&A. Survey participants included M&A professionals with more than one year of M&A experience
at advisory firms with more than 500 employees (investment banks, consulting firms, law firms, as well as tax, auditing,
and financial advisory firms) and corporations (corporate function of IT vendor/service provider and any other
company) with more than 1,000 employees. The study began in March 2010 and was completed in April 2010.
Appendix B: Demographics
Figure 13
M&A Experience Of Respondents
5 to <10 deals
13%
1 to <3 deals
55%
1 to <3 years
20%
10 to <20 years
30%
3 to <5 years
13%
3 to <5 deals
19%
5 to <10 years
29%
Base: 219 M&A professionals
Source: A commissioned study conducted by Forrester Consulting on behalf of IntraLinks, March 2010
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Figure 14
Role And Geographic Distribution Of Respondents
Executive
33%
Other
3%
China
7%
Manager/director/
partner
54%
Mexico
5%
Brazil
7%
UK
10%
France
10%
Germany
10%
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US
27%
Canada
23%
Forrester Consulting
Figure 15
Sizes And Industries Of Surveyed Companies
5,000 to
<10,000 employees
17%
1,000 to
<5,000 employees
39%
Retail and
wholesale
9%
Manufacturing
16%
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Business
services
30%
Finance and
insurance
21%
Forrester Consulting
Appendix D: Endnotes
While the use of automated tools is well advanced for operational processes such as supply chain management (SCM)
or customer relationship management (CRM), the market for solutions that support mergers and acquisitions (M&A)
is still nascent. This is mainly due to the fact that corporate acquirers view M&A as an event rather than a structured
process. The technologies that M&A professionals typically use in this context include: simple spreadsheets for keeping
lists and tracking people, tasks, and costs; generic project management tools for tracking project progress and timelines;
and corporate intranet sites for storing and sharing information. In addition, they use paper-based M&A playbooks as a
source of general best practices for planning and executing M&A projects. Source: The Emerging M&A Management
Tools Market, Forrester Research, Inc., September 9, 2008.
2
For M&A management, Forrester differentiates between two types of tools: virtual deal rooms (VDRs) and M&A
project management tools (PMTs). These tools are now more critical than ever for dealing with the following key
issues: reducing time and costs; improving collaboration; and enhancing deal transparency and compliance. Source:
M&A Management Tools Continue To Thrive As The Recession Changes Corporate M&A Behavior, Forrester
Research, Inc., January 27, 2009.
M&A management tool providers are growing at rapid rates. This strong growth of M&A virtual deal room (VDR)
and project management tool (PMT) providers will continue despite the current economic turmoil and fall in the M&A
market. The market for such tools was $283 million in 2008 and will reach a total market size of nearly $1 billion by
2013 at a compound annual growth rate (CAGR) of 29%. Source: Market Overview: The M&A Management Tools
Market In 2009, Forrester Research, Inc., April 10, 2009.
4
The provider landscape for M&A services is extremely heterogeneous in terms of players and fragmented in terms of
service offerings. Management consultancies, tax and auditing advisory firms, systems integrators, and IT outsourcers
all claim to be able to act as strategic partners to their clients throughout the M&A life cycle. Source: Understanding
The M&A Services Market, Forrester Research, Inc., October 15, 2008.
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