90 cross-border deals – or almost 40% of M&A deals - Finance Post

Canadians are buying foreign companies. In fact, in this last quarter, Canadian firms did 90 cross-border deals – or almost 40% of all M and A deals.

Barry Critchley, doyen of the finance industry, has the details on his interesting blog over at the Financial Post. Worth the read:

According to Crosbie & Co. Inc. 224 transactions representing $44.7-billion in total value were announced in the second quarter — or 9.4% more activity and 52% more value than in the first quarter.
“While the increase in announcements was not overwhelming, it represents a break from a declining multi-quarter trend and a return to a more normal range of quarterly activity,” said Colin W. Walker, the managing director at Crosbie & Co.: “Business conditions continue to remain relatively favourable for M&A in most industry sectors and could support much higher levels of activity.”

Brian Koscak, EMDA - Selling To Accredited Investors – You Better Get It Right!

Private Capital markets are seen to be exciting but also fraught with danger. Industry players know that they need to keep the industry as transparent as possible and as safe as possible for investors. The grandmother with her retirement nest egg needs to be ensured that her savings are not getting stolen. Just as the food industry gets government regulation to keep everyone on a straight track, so does the private capital market. The industry has created an association - the EMDA. The Chair is the dynamic, and irrepressible, Brian Koscak, partner at Cassels Brock. Here is Brian's view on accredited investors:

How many times have you seen this situation? You have an attractive investment opportunity that you would like to bring to the attention of a potential investor but they are reluctant to provide you with the details of their full financial picture. You believe they are an accredited investor (AI) but you are not sure. You need to get this right since you can only do the private placement in reliance on the accredited investor exemption (the AI exemption) set out in section 2.3 of National Instrument 45-106 – Prospectus and Registration Exemptions (NI 45-106). What do you do? Does it matter if you get it wrong?

Canadian securities regulators are increasingly concerned that issuers and exempt market dealers (EMDs) are getting it wrong and selling exempt securities to non-AIs – the public. Continue reading at the EMDA website.

 By: Brian Koscak, EMDA Chairman and Partner, Cassels Brock & Blackwell LLP
Afzal Hasan, Associate, Cassels Brock & Blackwell LLP

Cross-border activity continues to play a significant role in Canadian M&A

Activity in mergers and acquisitions is continuing to climb.
Colin W. Walker says, "Cross-border activity continues to play a significant role in Canadian M&A with 90 cross-border transactions, representing 38.5% of the quarter’s announcements."
Not only did Canadian firms continue to be very active with foreign acquisitions in the quarter but the ratio of Canadian foreign acquisitions to foreign takeovers of Canadian firms hit a record level of 3.3:1. Consistent with recent quarters, real estate was a particularly active area for foreign acquisitions representing 22 (37%) of the foreign acquisitions in the quarter.

The information above is a summary of Crosbie & Company Inc.’s analysis of each quarter’s M&A activity. The data is compiled from Financial Post Crosbie: Mergers & Acquisitions in Canada, the most extensive database on M&A activity in Canada. To read in full, please click here.

Food industry winners are doing classic roll up acquisition strategy

Sofina Foods bought Jane's Foods for their strength of brand in the breaded chicken category. Spots of activity are also happening across the ethnic food industry in Canada, which is highly fragmented, with a wide scattering of companies making revenues from $10-million to $100-million. These owners are often running lifestyle businesses and they serve a niche market, such as tropical fruit drinks and spicy snacks for Asian customers.

The range of consumers clamouring for exotic tastes such as coconut water or tandoori-barbeque flavoured chips is expanding. Big companies, including Pepsi and Loblaws, are private-label innovating in this segment. Owners of ethnic food companies are finding their products moving from the back shelves to front-and-centre at the big-box retailers and gas stations to catch the consumer eye.

There are few large ethnic food players in Canada to keep a good balance of power with the corporate retailers and wholesalers who have been consolidating. The opportunity is ripe for a large company to roll-up the smaller ones and create a significant ethnic food business.

Read the rest at The Globe and Mail

Do Your Acquisition Strategy First

Owners of companies in the food industry or manufacturing could learn from the owner of high tech businesses. One lesson would be how to grow revenues without having to burn through R&D money.
Here is an article on Thomson Reuter, PE Hub, explaining more:

  In the world of technology, companies are increasingly moving beyond growing organically and using acquisitions to enlarge their operations. Some have also made a strategic decision to acquire R&D rather than try to grow innovation in house.

Take for example Apple’s acquisition this summer of Toronto-based Locationary, the venture-backed startup that specializes in location data.  According to a number of market experts, this deal allows Apple – which has its own R&D division – to immediately augment its mapping service so that users can access up-to-date information on local businesses.

Whether the acquirer is Apple, Google or Blackberry, the objective in these acquisitions must be carefully defined. That’s the view of John Banks, who teaches MBA students about M&A at Waterloo, Ontario’s Wilfrid Laurier University. “Regardless of how attractive the deal price or fortuitous the opportunity, it is essential that the impact the acquisition is intended to have on the company’s strategic direction be both understood and realistic for the transaction to be truly successful,” Banks says.

Read the full article

Sound business growth is good for everyone - even Mark Carney would agree.

By: Jacoline Loewen, EMDA Director, Director of Crosbie & Company Inc.

Public market companies had their knuckles rapped by Mark Carney for sitting on their excess cash and not
putting it at risk in order to grow their businesses. An MBA finance class would agree that unused capital indicates a lazy balance sheet. But does this apply to private companies too? Do they need to risk their capital too?

Risk and the Private Business

Here’s a quick test for you. Put yourself in the shoes of an owner of a business and assess your appetite for
risk. Let’s say you are the owner of a medical device company and your management team comes to you
and wants to launch a new product. Your team has done the analysis and it would cost $5M to bring to market, and the expected returns would be significantly greater.
As the owner, you know that $5M will come directly from your own pocket or your credit line at the bank, and depending on how it goes, might even affect the amount of money you can take out of the business for retirement. The other option is to carry on with the normal business, which is going at a slight growth rate within a relatively stable market. Here is how you, as the owner, might weigh the risks:

“Right now, I’m profitable. If all goes well, the new product will grow my $10M company to $30M, with a cash flow of $1M. If it does not go well, I’m in the hole for $5M and it will take me five years to break even and get back to where I am now.” 

No thanks - Pass!

A Bias Against Risk

You can understand why so many SMEs are growing at a low rate because they believe their business is “good enough”. Their revenues are fulfilling the owner’s lifestyle and they are a manageable size. Growth in revenues of a private company depends on the owner and their appetite for risk.
In public and larger corporations, overconfidence is a natural bias in managers. In stark comparison, private
companies’ lack of risk is more prevalent because the money is coming directly from the owners’ own pocket. The profit foregone by passing on the new product is not seen to be drastic, in the example above, it was under $10M. Yet, these decisions to push back from business expansion risk are being played out across many owner managed firms in Canada and collectively this has a larger impact on the economy.
Owners make hundreds of these decisions about their risk appetite, often alone. The penalty to the business owner and their company with this low risk vs. reward bias is that the company ends up with underinvestment and fails to achieve financial performance. The impact will become evident at the time of sale with a weaker retirement fund for the business owner. In the end their poor risk appetite will reduce their potential lifetime earnings.

Build a Company Approach to Risk

A business owner interested in improving the quality of risk may want to borrow a few best practices from private equity.
First, the business owner can ask how much risk they are prepared to carry on their own. Family business owners in particular, can be vague on this key point, and it freezes their team and discourages them from seeking new opportunities. Key personnel may even leave the company. The business owner can draw on the expertise of an Exempt Market Dealer (EMD) who is an expert in risk and can work with the owner and the CFO (if there is one) to manage and reduce their risk bias.
Retooling how to assess risk can help a company’s revenues increase and take pressure off the owner.

Size of Investment

The first place to begin to improve risk assessment is by size of project. Owners and their CEOs who look at the projects requiring larger investments will naturally have a bias against risk. Their job, and the company’s performance, will be impacted if the project goes awry.
In contrast, the middle level of the business will be taking smaller risk decisions, which on their own do not risk the financial health of the company. In fact, managers at this mid-level tend to err on the side of risk aversion too. All across the company, the growth is being held back.

Portfolio of Risk

The company CFO and senior management can work with an EMD to assemble an overview of the portfolio of risk decisions being proposed and made across the business. The individual small investment decisions can then be pooled and the discount rates applied will be far more realistic. For investments under 5% of capital, a lower discount rate can be used and management can be confidently encouraged to work with a higher level of risk.

Sensible Appetite for Risk

The EMD can assess what causes bias and will look at how the company weeds out good projects from too risky ones. They will assess if the incentive program rewards the people within the business for the right decisions. The right EMD is a valuable resource in risk management for the ambitious owner, and of course can be a valuable partner in raising the capital needed to support taking those wise risks.

Set a Process for Risk

Have a time and place to invite senior management to put up a project idea and ask them to describe the project and potential returns. Then get them to do a Scenario B but increase the risk of the project. If possible, try for three or four scenarios with different risks.
Scenarios should not be an easy percentage increase, but should include additional costs such as production
along with sales force considerations, expected market penetration rates and brand impact. Have the manager give an analysis of the best outcome and worst flop for each scenario. By pushing for the highest potential upside, risk can be made more tangible and achievable. The process will develop the skills of the team to make better investments in projects with higher returns. Scenario planning risk analysis will be more developed at the management level.

The Risk of Sole Ownership

Being the sole decision-maker, with the bulk of ownership, raises the risk profile of the business. What would happen if the owner got hit by the proverbial bus? By understanding how to spread the risk, the owner, and his/her business would not need to die too. The family and employees might appreciate that spread of the risk!
A manufacturing company’s CEO was happily engrossed by his business and making a great deal of money. Inspired by a speech by Apple founder Steve Jobs, his dream became to grow the company more. This CEO knew that he had the drive but he worried about putting so much of his personal money at stake. He could not afford to take the risk, but nor could he go to the public markets at that stage. To help his company evolve, the CEO sold 75% of the company’s shares to private equity partners.
They helped build up the staff, create systems, and identify acquisitions. Ironically, his 25% share ownership ended up giving him more financial return than if he had kept 100% to himself. How incredibly satisfying when the difficult path turns out also to be the best one! Of course, if you’re following Steve Jobs’ advice you also recall his risks vs.reward for growing Apple in the early years—Jobs may have lost his spot at Apple for a decade, but he says the company made it through that period due to the private equity financial partners in place.

Private Equity Reduces Risk

For the company owner who has an advisory board or their EMD advising them they are too risk averse, they might weigh up the benefits of bringing on board a private equity partner.
These financial experts know risk assessment and understand the psychology of managers and owners. Their
business is to analyze the net present value of investments relative to the risk, but in addition, private equity works within the behaviors of owners and their teams and are familiar with the capital-allocation and evaluation process.
Private equity partners will be lured to the possibility of growth. They catch a glimpse of the big fish in the dark water and appreciate the gleam of its scales; they will pick up the harpoon and take on the struggle, bleeding from holding the line, facing unbelievable adversity to bring home the fish others can only admire from the shoreline.
Remember that medical device company discussed at the beginning of the article? They decided on private equity partners and his EMD encouraged him to fess up to the conservative nature of his personal and financial goals.

“I built this business in my garage and now it has to fly without just me. Let’s get in partners and share the risk.”

In the end he got enough cash off the table to cover his retirement and compensate for all the hungry years. But he was still able to stay around to enjoy the new growth with the partners who brought valuable new skills—vision, contacts, and patient capital through the storm.

Decrease Ownership But Gain Growth

The business owner sets the risk by the amount of shares they sell to a private equity firm and the EMD is an expert on assessing the value of the sale of shares. It is vital to realize that you control the level of engagement and you have options – you can sell:
• 100% or 90% and walk away from the company. By selling 90%, you can keep shares and get some upside to the new ownership.
• 75% and keep some control but benefit from the skills and Herculean effort put in by your new partners.
• 30% and take on a minority shareholder—but you cannot expect these partners to be seriously hands-on
for that amount, advisory at best.
Private equity partners will not be motivated to do a great deal of heavy lifting for just 30% of the rewards. Private companies appreciate that the more ownership is shared by the investor, the more effort they’ll make to help build revenues.
When it is the owner’s money being put at risk, usually the potential loss outweighs the potential rewards.
Sole ownership results in a bias against risk, yet for the owner, to retire with more wealth, the winners have shown that risk is required.
Sharing the risk, whether by growing robust risk processes and practices with an EMD and running it with the existing management team, or bringing in private equity partners, both will improve your company’s ability to grow.
Sound growth is good for everyone - even Mark Carney would agree.

Published in the Exempt Market Dealers's magazine
Jacoline Loewen
Director, Crosbie
416 362 1709

Owners underestimate the effort needed to prepare a company for ownership succession

Family business owners who are thinking about selling their companies and want to tilt the process to their advantage should start planning immediately.

“One reason our family business had a successful succession was because we started the process early,” says Laura McNally, part of the third generation at McNally International Inc., a leading Canadian tunneling and marine contractor.

Ms. McNally says her father and uncle decided to bring in an outside adviser and embrace the creation of a family forum to plan for succession. One of the tools introduced was a “three circle” decision-making model that directed three questions: Is this a decision for the family? Is it for the shareholder? Or is it a challenge for management? Each circle involved different stakeholders, which added complexity to the process, but it worked.

Even though the third-generation family employees were not shareholders, it was decided that it would be sensible to include them in ownership transition discussions because they held important positions in the company. As Ms. McNally’s father and uncle started to step back from day-to-day operations, they needed a plan to do it in an orderly way. Ms. McNally played a key role as change agent working closely with other senior managers.

Read the rest at The Globe & Mail.

Jacoline Loewen
Director, Crosbie416 362 1709

Crosbie on Useful Succession Strategies - Sell Your Business the Right Way

Useful podcast for CFA credits– Crosbie on Succession with Colin W. Walker and Richard Betsalel.

The largest percentage of an entrepreneur’s wealth is often concentrated in his or her business. Help clients identify opportunities for the partial or complete monetization or sale of their business. Gain the advantage of differentiating yourself in the eye of the client from other money managers by getting involved early in the succession planning process.

In this webcast presentation, the speakers discuss:
What is the market size in Canada for the number of entrepreneurs with viable businesses?

• Identifying the primary ways to monetize or dispose of part or all of a business, including: sell to a third party, pass to the next generation, or sell to management
• Strategies to be used when meeting with clients in order to obtain the relevant facts
• What are the valuation parameters for private businesses? How an estate freeze, trusts, and life insurance may be utilized during the succession planning?

Credits · About the CE Program

0.5 CE (including 0 SER) 

Listen here

http://www.cfainstitute.org/learning/products/multimedia/Pages/12682.aspx

Jacoline Loewen

Director, Crosbie

416 362 1709

M&A is often characterized by incomplete if not irrational thinking

The Globe and Mail featured an article on mergers and acquisitions with Canadian companies and a professor from Wilfred Laurier. It is worth a read:

There are many reasons for companies to acquire another business and merge it with their own. One reason that companies needing the new, new thing is to use acquisitions as a substitute for their own R&D.For example, Vancouver-based Flickr, a company offering a photo-sharing application, was acquired by Yahoo Inc. for the reported sum of $35 million. Although Yahoo has in-house R&D, they recognized that by acquiring unique technologies of startups similar to Flickr, it can build market share quickly.The objective for the acquisition of smaller companies set by Yahoo in the Flickr case, or by other larger firms such as Google or Blackberry, has been carefully defined. John Banks teaches MBA students about M&A at Waterloo, Ont.’s Wilfrid Laurier University, and he reinforces the importance of identifying the purpose of buying a business.“Regardless of how attractive the deal price or fortuitous the opportunity, it is essential that the impact the acquisition is intended to have on the firm’s strategic direction be both understood and realistic for the transaction to be truly successful,” explains John Banks.Companies that use the M&A process to supplement their R&D must have access to rigorous corporate finance skills in order to be true to their mandate.  The assessment needs to be especially meticulous since research shows that this particular aspect of M&A is often characterized by incomplete if not irrational thinking,” says Banks.A smaller firm is often attractive as an acquisition target because it can have the flexibility of a speed boat that manoeuvers rapidly around larger ships. Amar Varma, founder of Xtreme Labs – which provides mobile experiences to firms – and who mentored Rypple and its acquisition by Salesforce, says, “There is the ability for a small company to be nimble and to not be hampered by bureaucracy. They can do R&D at a quicker pace and without legacy products.”

 read more...

Jacoline Loewen is a director at Crosbie, which focuses on succession advice for family businesses and closely held small to medium-sized enterprises. Crosbie develops customized strategies, particularly in relation to M&A, financing and corporate strategy matters. Ms. Loewen is also the author of Money Magnet: How to Attract Investors to Your Business. You can follow her on Twitter@jacolineloewen.

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Successful leaders can sow the seeds for the downfall of a family business

Family business can sound perfect but the patriarch can become an unchallenged tyrant without them realizing the level of their own power. Harvard Business Review has a terrific article on this topic by Josh Baron and Rob Lachenauer :

Sometimes it's the most successful leaders who sow the seeds for the downfall of a family business.
Carl was one of the most talented leaders of his generation. When he took over the family business, it was a struggling $10 million automotive parts distributor. Now after thirty years of being at the helm, Carl has developed a $2 billion company that is a leader in logistical services to hospitals in Europe, and also owns four other distribution businesses. At one point, Carl had 48 direct reports and had personally hired each one. At the same time, he cared deeply about his family and made sure that everyone was well taken care of.
But there was a darker side to Carl's success.
Although his first act was one of the best ever, he became a "problem patriarch," a very hard-driving alpha leader who hired superb talent within the family and the business — and then consistently undermined that talent.
He drove his sister out of the company by placing her in a succession of dead-end jobs. His uncle resigned from the board saying that he wouldn't be part of a "paper board," in which Carl effectively made all the key decisions. Carl responded by maneuvering to buy most of his uncle's shares. In the process, he created a leadership vacuum that threatened the very legacy he had worked so hard to build. Read more.

Jacoline Loewen is a director at Crosbie, which focuses on succession advice for family businesses and closely held small to medium-sized enterprises. Crosbie develops customized strategies, particularly in relation to M&A, financing and corporate strategy matters. Ms. Loewen is also the author of Money Magnet: How to Attract Investors to Your Business. You can follow her on @jacolineloewen and @crosbiecompany.