M&A, with a Bollywood twist!

Mergers and acquisitions, undisputedly, have become the unwritten norm in the new-age CEO playbook for building on new capabilities, adding to the existing market share, attracting a new set of customers, expanding horizontally and vertically, diversifying on multiple counts, strengthening the talent pool and more importantly, making strategic inroads. M&A has become the agenda point which every Board room swears by. In an age where local terrain knowledge is the ultimate currency, gestation periods are humongous, and customer acquisition is a far-fetched treasure hunt with limited clues, consolidation presents itself as an apparent template for embarking on new growth trajectories.

However, like all good things in life, the M&A route is fraught with its own set of challenges. After all, identifying the target, understanding the value-drivers, striking a chord with the founders of the potential acquiree, nodding on the coveted valuation clause, signing the Shareholders' agreement, chalking out an integration plan and reaping synergies thereafter is not for the faint-hearted.

More often than not, the organisation in question for the acquisition, happens to be the crown-jewel of the acquiree founders. Parting with an entity building which required blood, sweat and toil along with an outpour of passion over a sustained period of time might be seen as a financial decision for the exiting founders; yet in most cases, it is also etched with emotions and sentiments of the hands and hearts which built it. At the same time, it also presents the acquiree with a chance to exit in a phased manner, and realise dividends of the seeds sown by them throughout the years.

In this context, an M&A endeavour cannot be very different from a love story! The highs and lows, anxiety, passion, rosy imaginations, flowing emotions, stretched expectations, feeling of oneness, reconciliations and at times, heart-breaks usually associated with a love story find an overlap with an M&A deal, too.

And can there be a better platform to portray these than our own Bollywood? In a nation where excesses are the order of the day, Bollywood serves as an (almost) perfect undercurrent to emote these on a platter.

The song "Tera Fitoor", from the movie Genius (2018), sung by the man with a golden throat - Arijit Singh, captures an M&A deal beautifully, alongside depicting the thoughts of the protagonist in the movie, who is madly in love.

The lyrics of the song, with its translation are hereunder:

Tera fitoor jabse chadh gaya re,

Tera fitoor jabse chadh gaya Re.

Ishq jo zara saa thha, wo badh gaya re,

Tera fitoor jabse chadh gaya re.

Literal translation: With the onset of your craze, the love I had for you has increased by leaps and bounds.

M&A context translation, acquiree talking to himself: Since the time I have signed the non-binding Letter of Intent, the nominal craze I had for an M&A transaction has heightened itself to an acquired love to proceed with the transaction.

Tu jo mere sang chalne lage, toh meri aahein dhadkane lage, 

Dekhoon jo na ek pal me tumhe, To meri bahein tadpane lage.

Literal translation: If we walk together, even the paths start beating and thundering. If I don't see you for even a while, I start feeling lonely.

M&A context translation, acquiree conversing with acquirer: The acquisition will lead the acquirer towards unexplored synergies. So much so, there is even a scope for industry-disruption.

If I don't hear from you once every while, anxiety grips me. Is the offer still on the table?

Haathon se lakeerien meri kehti hai, Ki zindagi jo hai meri,

Tujhi mein abb rehti hai.

Literal translation: The fate-lines tell my hands, that my life and destiny reside only with you.

M&A context translation, acquiree conversing with acquirer: The future of my company lies solely with you. You can do wonders with what we have created over the years.

Laboon pe likhi hai mere dil ki khwaish, Lafzoon mein kaise main batun,

Ek tujhko hi paane ki khatir, Sabse juda me ho jaun.

Literal translation: The wishes of my heart are engraved on my lips. How do I possibly translate those to words? Just for getting you, I would separate myself from everyone else.

M&A context translation, acquiree talking to himself: How should I reproduce the desires of my heart into a term sheet? Which clauses should we ideally have? Should earn-out come with a guaranteed floor? However, just to ensure that this transaction flows through, I am also mentally ready to fight with my own Board, if need be.

Kal tak maine the khwab jo Dekhe, Tujhme dikhne lage.

Literal translation: Whatever dreams I had hitherto seen, I can now see those in you.

M&A context translation, acquiree talking to himself: The ambitions which I had seen for my organisation are yours now. I can visualise you fulfilling those!

Saanson ke kinaare bade tanha the ,tu aa ke inhe chhu le bas

Yehi toh mere armaan thhe,

Literal Translation: I was all lonely before you ventured into my life. Your proximity is everything what I wished for.

M&A context translation, acquiree talking to himself: I would have loved to invite offers from multiple companies. However, getting acquired by this acquirer is everything I wish for now.

Saari duniya se mujhe kya lena hai, Bas tujhko hi pehchaanu

Mujhko na meri ab khabar ho koi, Tujhse hi khudko main jaanu

Raatein nahi kat’ti bechain se hoke,

Din bhi guzarne lage.

Literal Translation: I have got nothing to do with the entire world. I just want to understand you. I do not know myself enough, however I wish to know more about myself through you.

My nights do not pass. Even my days are gripped with restlessness.

 M&A context translation, acquiree talking to acquirer: How am I concerned with EBITDA multiples prevailing in the industry? Mine is a unique organisation, which demands an elevated EBITDA multiple than what is prevailing in the industry. ‘Comparable transaction method’ does not work in our case. I only want to understand what value are you placing on the synergies which you shall reap.

Mine is a very malleable organisation – malleable enough to suit and accommodate all your needs. I want to view my company through your lens, and am willing to make any structural change which may be required.

The data requirements of due-diligence have made me restless. My days and nights pass in just catering to them. I myself do not know whether I have generated such quantum of data in the past few years.  

Ishq jo zara saa thha woh badh gaya re,

Tera fitoor jabse chadh gaya re.

Tera fitoor jabse chadh gaya Re.

Literal Translation: With the onset of your craze, the love I had for you has increased by leaps and bounds.

M&A context translation, acquiree talking to himself: Since the time I have signed the non-binding Letter of Intent, the nominal craze I had for an M&A transaction has heightened itself to an acquired love to proceed with the transaction.

The lyrics of the song make us wonder - was lyricist Kumaar once an Investment Banker in one of his previous births?

(The original song can be viewed and heard here. All copyrights belong to respective owners)

(Author Urvish Paresh Mehta is an Arijit Singh devotee, life’s very own disciple, a perennial seeker of humour, a notoriously spiritual mortal, a treasurer of memories, an enthusiast for metaphors, a religious cricket fan, a keen admirer of the intricacies of the human mind with a penchant for pen, and amongst other things, a Chartered Accountant. Urvish is a prolific writer, having authored various articles on multifarious subjects, including accounting, strategy, leadership, management, spirituality, humour, corporate governance, cricket and marketing. These articles have been published in various forums, newspapers, magazines and websites. He blogs at urvishmehta.tumblr.com and can be reached at [email protected])