Patterns In Startup M&A Processes

At some point in the life of your company, you may consider selling the business. Every acquisition process might run a little bit differently, but these are some of the patterns that I have observed after about nine years in the venture business, and also having evaluated a handful of acquisitions when I was at Google.

There are two key constituencies within the buyer: the business owner and corporate development. Corporate development is often the first point of contact, and while they are a critical component of executing the transaction, it is ultimately the business owner who will champion the acquisition through the approval process.

The role of a corporate development team within a company is to surface potential acquisition targets for business units. They are scouts, trying to match an external startup and an internal business owner in a beneficial merger. Once a business owner is interested in a potential target, the corporate development team manages the process.

To champion an acquisition, a business owner must develop a compelling business case to justify the transaction and convince themselves it is worth the risk to pursue it. This business case can take many forms.

It can be a buy versus build decision. Does the business owner buy an existing company/technology to get to market faster? Does the acquisition target have a team with unique skills that would be difficult/expensive to recruit?

It can also be based on a financial motivation. Large corporate often have very strong sales teams. By buying a smaller, complementary company, the large corporate can sell more products through its existing sales team to its customer base.

Other times, acquisitions are defensive. By acquiring a team, a large corporate can block a competitor from entering a market and posing a new competitive threat.

The business owner must likely seek approval from the management team and the board. This person will present the business case to both of those groups in search of near-unanimous support. When the business owner champions the acquisition to the management team and the board, they will commit to certain milestones that justify the acquisition.

Successful acquisitions attain or exceed those milestones. Unsuccessful acquisitions don’t. The risk and uncertainty in attaining those milestones are a key part of the business owner’s calculus and psyche when deciding to advocate a transaction.

I’ve written before about the importance of selling promotions to your customer. This is equally true when selling a business.

Consequently, a startup must equip its internal business championwith the data and the story to justify the acquisition. A startup should strive to understand the rationale behind a potential merger and the buyer’s perceived risks - for each buyer because these will vary across potential acquirers. With that information, the startup should be in a position to maximize the chance of success.