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Key Topics: This book walks you through every stage of the e-Business M&A transaction, from identifying target companies to closing...
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Key Topics: This book walks you through every stage of the e-Business M&A transaction, from identifying target companies to closing the deal, and covers every key issue, from due diligence to staffing. Discover how to identify and pre-qualify targets; then master the critical, complex tasks associated with due diligence. Review your financing options, understand the tax implications of the proposed deal, and learn the unique issues associated with cross-border M&A. Learn how to manage the employee issues associated with mergers and acquisitions, including techniques for retaining key staff. Walk through pricing and negotiations; then, once the deal is done, identify your immediate priorities for what to do next.
Market: For every e-Business entrepreneur or corporate executive involved (or potentially involved) with mergers, acquisitions, or partnerships.
Whether you're a buyer or seller, it's vital that you have a profound understanding of the key issues associated with e-Business mergers and acquisitions -- many of them unique to e-Business. e-Mergers is the first comprehensive guide to the subject.
Health Central has acquired three other e-tailers - that despite having its own stock price hammered as much as 95% off its modest high of $14. HealthCentral acquired the assets of More.com and its Comfort Living unit for 5 million shares worth roughly $6 million based on HCEN's stock price at the close of market the day before the deal was announced. The company had previously acquired Vitamins.com and certain assets of DrugEmporium.com, the Internet subsidiary of Drug Emporium Inc., a Ohio-based pharmacy chain. HealthCentral also bought several online firms.
Once HealthCentral sees an acquisition that fits strategically, it asks the big question, "does it accelerate our path to profitability?" says CEO Al Greene, who was involved in 39 acquisitions in his previous live as an executive in several health care companies. Added Greene, "They can't contribute to cash burn, they have to alleviate cash burn."
Since buying your way to profitability might sound about as logical as eating your way to slenderness, we asked Greene to explain how acquisitions might decrease cash burn. His responses are summarized below.
HealthCentral inherited Drug Emporium's purchasing deals. "We immediately achieved an eight per cent decrease in our cost of goods," said Greene.
Again, HealthCentral believes it gains by inheriting traffic flows, brand names and marketing relationships. In the More.com purchase, for example, HCEN inherited a promotional relationship with the PharMor drugstore chain.
Shift Product Mix
The Comfort Living unit of More.com brought in a line of high-priced, high-margin back massagers, ergonomic office chairs and other goods that create a more profitable profit mix.
Adding new products to an existing distribution system increases optimization so long as it doesn't overwhelm the facilities.
Not surprisingly, another of the key questions HealthCentral.com asks while considering an acquisition is, can it be easily integrated? Cultural and physical integration problems have killed more than one merger but Greene claims to have integrated all of his deals in less than six weeks. Greene said what surprised him most about integrating Internet companies is "how easy it was compared with the health care distribution and services business," where he did nearly 40 deals in the past.
To be sure, HealthCentral didn't have to do much integration of cultures for the simple reason that most employees were laid off. "One of the reasons [merger integration] went so quickly is that we didn't do a lot of personnel integration - and that's the secret to getting value out of these deals," Greene said. For example, HealthCentral laid off 75 of More.com's 100 employees and 110 of DrugEmporium's 150. Senior management is typically first to get the axe.
Other integration issues involve merger of multiple acquired brands. HealthCentral has taken the risky step of combining all of its brands under yet another new single brand, WebRX.
Greene sees the current climate for acquirers as somewhat of a buyers' market. "For a lot of these sellers, it's any port in a storm," he said. "Despite the fact that our stock is in the tank, venture capitalists and other investors see that they're converting their investment into another investment - in this case, Health Central - and continue to go along for the ride."
Has HealthCentral been getting bargains in its acquisitions? It's hard to use previous valuations as a benchmark, because those valuations were often exaggerated by Internet exuberance. But here are some benchmarks.
HealthCentral bought More.com for about $6 million in stock. The deal included Comfort Living, whose higher-margin products expect to generate $8 million in sales, a promotional deal with the PharMor drugstore chain and some 400,000 customers. By way of comparison, More.com raised $30 million at pre-money valuation of more than $200 million, Greene said.
Greene paid just over $7 million in stock for Drug Emporium. In return, he got $3M in inventory, a $13 million technology platform; a bricks and mortar distribution center, ability to sell prescriptions and an eight percent cut in cost of goods thanks to DrugEmporium's purchasing contracts.
They specialize in a wide variety of tasks, including: disposing of assets; advising on cash flow management; managing creditor and funders; finding merger partners; identifying and selling assets; literally moving in and taking over management of the company and buying distressed companies outright.
The need is enormous. "You are never going to see again for a long period of time such a huge proliferation of businesses that are going to collapse - or collapse into one another," said Brian Mittman, a vice president at Gertzler & Co. Gertzler & Co is a 30-year-old New York City turnaround firm that started an internal Internet practice. "And the only way you're going to see them collapse into each other is through M&A transactions."
Depending on the source of the estimate, there are anywhere from several thousand to tens of thousands of Internet startups and publicly traded companies in existence. Some experts like Merrill Lynch analyst Henry Blodgett have predicted that as many as 75% of these companies will be forced to close or merge with other companies in coming years.
A number of shops are positioning themselves to meet the coming deal frenzy.
With six Internet deals live or completed, Gerbsman says he can typically recover 30-60% of investors' dollars given the right combination of buyer dynamics, assets and deal currency. Gerbsman has been doing traditional turnaround work for the past 25 years.
§ Down in Austin, Texas, a venture capital firm and an investment group have teamed up to invest in 10-12 "distressed e-commerce" companies by the end of the year. The new group, Eco Associates, is a joint venture of investment bank Capstar Partners, LLC and venture capital firm Interfase Capital, L.P. Eco Associates has already provided an undisclosed amount of financing to Mall.com, an online shopping and entertainment site. The group's model is a modified-incubator approach - perhaps best described as an "intensive care" unit for dot coms. The intensive care comes in the form of plans to cut 50 to 75 percent out of development costs at its targets and outsourcing that development to an affiliated fleet of Internet services firms.
§ * Out an island off the North Carolina coast, Wall Street veteran Jim Nesfield has founded The Internet Workout Group, which has been buying up bargains among DSL resellers and Internet security companies. "We're owners," Nesfield says. "We're vultures, true vultures and we try to buy it as cheaply as possible...we're buying for good reason - the assets are temporarily undervalued." Nesfield doesn't do asset sales because he thinks selling in the current climate often leaves money on the table. "I've seen companies with $26 million invested sell for $1 million," he said. "We believe there's value in some of these companies."
§ Even online auction and trading sites are getting into the vulture action. Bid4Assets.com, an online marketplace for distressed assets, recently put on sale the domain name, office furniture and other assets of collapsed Washington, DC-area web site CivicZone.com, which is in Chapter 7 liquidation.
The current Internet carnage is nothing new to technology, says Gerbsman. "This is not unlike any new frontier in technology," he said. "You first have the wild, wild West, only this was more wildly exuberant than most. Then you have consolidation, which is the phase we're in now. Then comes stabilization and finally, regrowth."
Gerbsman and others point to the unique challenges in working with troubled dot coms compared with working with manufacturing and other hard-asset companies that have typically been the targets of turnaround specialists.
Gerbsman says he can reclaim 30-60% of an investment, depending on the amount of competitive bidding, the quality of the assets and the appreciation potential of any paper being issued to buy the company.
The tech wreck has also produced a new breed of buyout firm that specializes in Internet and other technology companies. More recently, players such as Francisco Partners LP, the $1.8 billion fund headed by Robertson Stephens co-founder Sanford Robertson, have moved into the space, with one if its targets "fallen angels." Francisco Partners in February spent $55 million to buy foundering technology concern XcelleNet and is looking at numerous others. New York investment bank Wasserstein Perella Group also dispatched its chief surgeon, President Frederic Seegal, to San Francisco to head up its dot com clinic, whose aim is to help out in Internet consolidation.
One of the challenges in selling an Internet company is assessing and packaging assets that are often "squishy"compared with traditional widget companies. Dot coms offer a few computers, desks and promotional Frisbees, of course, but the real assets are difficult-to-assess things like software, traffic, user loyalty, brand equity, human knowledge and of course, customer lists. Customer lists often emerge as a core asset but even they often are difficult.
For one, they lose value with age at about the same rate as croissants. In addition, privacy concerns have crimped the sale of individual customer lists that are not part of a company sale. Here are the assets that Steven Gerbsman of Internet Recovery Group looks for in an Internet company.
Those financial sources are drying up, and dotcoms must develop a new strategy before the next battle begins. The strategy many dotcoms are adopting is to join forces with other corporations to create a sizable onslaught against the competition.
Dotcoms are merging with other dotcoms and with firms outside of cyberspace to form a strong, formidable cyberspace business. Others are acquiring weaker players who have valuable assets but lack the financial wherewithal to enter the fray of one more battle.
Mergers and acquisitions is new to players in the dotcom industry. Most dotcoms are in the "startup.com" class, where entrepreneurial drive, fueled by an influx of enthusiastic capital from Wall Street, brought ideas written on napkins to reality.
I've written this book for dotcom managers who are contemplating merging their company with another company or who are considering acquiring a company. Mergers and acquisitions is a complex process. I wrote this book to help dotcom managers understand the mergers and acquisitions process and how to work efficiently with mergers and acquisitions professionals.
The mergers and acquisitions process begins by identifying and prequalifying targets. A target is a company that is the focus of the merger acquisition. Identifying and prequalifying targets is the topic Chapter 1, where you will learn about the various types of mergers and acquisitions transactions and how to identify targets of opportunity. Chapter 1 shows you how to search and contact targets either directly or by using brokers and finders. You'll also explore legal considerations that influence your search.
Once a target is found and prequalified, you must conduct due diligence. Due diligence is a process by which you investigate the target in an effort to substantiate financial and legal records and other information pertaining to the target. Chapter 2 walks you through this process.
Due diligence is a long and detailed process that lasts nearly the entire length of the deal. During this period, you'll be expected to arrange financing for the deal. Chapter 3 shows you the various types of transactions that are available and explores your financing options. In Chapter 3 you'll learn about debt structuring, leaseback financing, take-back financing, bridge financing, and other financing methods. You'll also explore the legal considerations that impact financing.
Taxes can have a dramatic effect on a merger or acquisition. Chapter 4 introduces you to the tax implications of a deal. You'll learn tax basics, valuation methods, and tax accounting methods that can lower the tax liability of a deal.
Critical aspects of every merger or acquisition are employees. Chapter 5 explores issues that must be addressed before dotcoms can join forces. These issues include compensation, benefits, retirement, health plans, stock ownership, and terminations.
In Chapter 6 you'll learn various mergers and acquisitions techniques that are unique to public corporations and others that are unique to private corporations. You'll learn about tender offerings, public disclosure, the duties of the board of directors, defensive strategies, and how to avoid insider conflicts.
Cyberspace has no national boundaries and neither do mergers and acquisitions. Chapter 7 explores factors that must be considered when doing a deal in the international arena. You'll learn about how to deal with a United States-based dotcom and how to do a similar deal with a foreign-based dotcom. Special attention is given to domestic and foreign taxing issues and international financing considerations.
After you have settled on a target, you must decide a fair price to pay to merge with or acquire the target. Chapter 8 shows you how to price the deal. You'll learn about pricing basics, buying strategies, forecasting cash flows, risk assessments, and pricing models.
With a price set in your mind, the challenge of doing a deal begins when you enter into negotiations with the target. You'll learn everything that you need to know about negotiations in Chapter 9. You'll learn how to set the stage for negotiations, how to develop a negotiations strategy, how to use a letter of intent and the acquisition agreement to your advantage, and how to establish closing procedures that assure that the deal closes on schedule.
The deal isn't done until you close the deal and integrate your company with the target. Chapter 10 shows you the critical points of how to close the deal and how to consolidate both companies. You'll learn what to do before and on closing day, how to pay for the deal, and how to make your company and the target one company.
Chapter 11 explores the techniques of creating business alliances, which is another way dotcoms can join forces without formally merging or acquiring a business. A business alliance is a strategic arrangement whereby complementary dotcoms enter into a combined effort to fight the next battle in cyberspace.
The war over who controls cyberspace is far from over. We've only seen the first of many battles to come. Dotcoms are poised to regroup through mergers, acquisitions, and business alliances. The techniques and strategies discussed in this book are the primary intelligence you require to form a company that can conquer all competitors.
Tim Miller, president of Webmergers.com, has provided insights into the mergers, acquisitions, and strategic partnerships taking place in the e-commerce arena. Webmergers.com is a leading marketplace for analysts and services for buyers and sellers of Web properties. Webmergers.com's knowledge base is frequently used for identifying M&A trends and for valuing Web companies.
Posted September 7, 2001
I developed a dot com as a hobby and was lucky to turn it into an e-business of moderate size. I was thinking about selling out to a brick and mortar firm when I ran across Keogh's book. This told me everything I needed to know to close the deal - even some tricks the brick and mortar didn't know. I recommend this to anyone who is thinking about selling an e-business.Was this review helpful? Yes NoThank you for your feedback. Report this reviewThank you, this review has been flagged.