Think BR: Caveat emptor - buyers should still beware!
Two developments in the last week highlight the risks and rewards involved in buying other companies, and how easy it can be to buy a dud company or to pay too much for one, writes Bob Willott.
Bob Willott: editor of Marketing Services Financial Intelligence
The detailed report on the rise and fall of Media Square is full of examples of distressed companies being bought but not necessarily being recuperable.
It also questions whether the parcel of companies bought from Huntsworth justified the price paid for them.
Of course it is all too easy to pose those types of question with the benefit of hindsight, and anyone who ventures into the acquisition market has to take risks and make judgements.
The issue is not about whether risks should be taken - they must - but about how entrepreneurs assess and tackle them.
So it is also worth taking a look at another acquisitive company of a very different nature that was in the news last week.
Karma Communications, the private equity backed 'buy and build' vehicle backed by Phoenix Equity Partners and the experienced public relations executive Charles Watson that acquired the Karamara group of companies in June 2011, has just bought Crayon.
Probably the only thing Media Square and Karma have in common is that in each case the driving force came from a public relations background.
Media Square’s Jeremy Middleton joined his mother’s business after his father died.
Karma’s Charles Watson built up the enormously successful Financial Dynamics public relations group, and sold it three times over for a lot of money after having bought it back twice from companies that had subsequently got into financial difficulty.
So Watson too has done a few deals in his time - most, if not all, involving a public relations business. And by any standard they have been financially successful.
But is he now venturing into more risky territory - away from what some might regard as his normal comfort zone of public relations?
Karmarama and Crayon are predominantly engaged in advertising and direct marketing (although that is a slight oversimplification because the group includes the recently launched public relations subsidiary Kaper).
Remember public relations guru Lord Bell’s deal with the Howell Henry advertising agency that later unwound?
At least that experience may have provided lessons that helped Chime make a better success of its subsequent acquisition of VCCP.
The main challenges facing any acquisitive entrepreneur when assessing a target company relate to the quality of its work, the sustainability of its client base, and the commitment and calibre of its key people.
Only when that has been thoroughly assessed is it time to think about profitability and price. And there’s no substitute for first-hand industry knowledge and commercial nous in making that assessment.
Yet sometimes the thrill of the chase takes over, encouraged by advisers and intermediaries all of whom stand to gain financially from seeing a deal completed.
Somehow the negative signals get filtered out or diluted in assessing the potential payback.
Years ago a UK public company in the marketing sector was pursuing a potential acquisition in the United States.
All was going well to start with. The desk research looked encouraging. The personal chemistry was positive. And the acquirer was publicly committed to a growth policy.
Then some negative issues emerged. Could they be overcome? Should the deal be aborted? A lot of money had already been committed. Management pride was also at stake.
To its lasting credit the company withdrew. It was difficult. The prospective vendors were disappointed to say the least. The intending acquirer had to write off substantial deal related costs. But it was the correct decision.
With hindsight there are some acquisitions that the Media Square executives probably wish they had not made.
There is no guarantee that Charles Watson’s acquisitions will always be successful, but if he can exercise the same shrewdness of judgement in buying companies as he has previously demonstrated in selling a single company three times over, he should be a happy man.
Bob Willott is editor of Marketing Services Financial Intelligence at Fintellect.com
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