Managing M&A is already hard enough. But do you know how big companies can manage M&A on a large scale? According to Volarisgroup, Constellation Software Incorporated (CSI) was named the top volume acquirer of software companies for 2019. Helping us understand their process is Jeff Bender, CEO at Harris, one of the six operating groups under CSI.
"We're very happy to have a large number of small businesses. We're not much focused on synergies. We don't believe that's where value is created. We believe value is created by keeping your employees, customers, and your focus on smaller groups of customers and markets." Jeff Bender
Constellation has a very autonomous and decentralized culture. Their six operating groups have complete autonomy on deals as long as they don't exceed a particular dollar amount. If the deal goes beyond the set limit, it has to go through the main office, where the CIO will approve it and then take it to the board of directors for final approval.
Jeff does the same thing in this company. His senior capital deployers have the license to hunt deals without his approval as long as it is under a set amount of dollars. As the company grows, that limit gets higher.
The main function of the head office is to support all six operating groups. Aside from capital deployment, they also share best practices, provide legal assistance and governance around deals.
At Harris, they don't do deals; they like to call it investments. Jeff was very passionate about this because their strategy is to buy and hold the business forever. They are very focused on making sure they operate it to the best of their ability in order to keep it permanently. Most of their deals are tuck-ins, and they like small investments in high volume.
Due to being a proactive buyer, they have dedicated M&A teams. When it comes to sourcing, they have a group of people on the phone, nurturing relationships with potential targets. A part of their role is also to keep tabs on prospects that are not yet willing to sell, but could be a possible acquisition down the road. Sometimes, it takes 4 to 5 years before an investment comes to fruition.
They also stay in touch with bankers and advisors. Bankers must understand what makers they are interested in, what types of business they are looking at and what they are currently trying to achieve.
Diligence, on the other hand, is 95% internal people and only 5% external. They have a team of full-time lawyers, M&A professionals, and capital deployment professionals dedicated to acquiring companies non-stop. They only consider hiring external professionals if they believe it can speed up the entire process. It's no surprise that they also have dedicated integration managers.
Day one presentations are a must. Jeff says that even though they've been working with the business leaders for months, it's the first time most employees find out about the deal. This is why their approach is to focus the messaging on the employees and be empathetic. Answer the questions that matter to them at this time; job security, changes in their compensation, benefits plan, and changes in their environment.
In the interest of continuously improving their M&A process for future acquisitions, they do an annual M&A conference where they can share lessons learned on each transaction.
Another practice that they do is a post-acquisition review, held one year after the acquisition. This is where they meet and look back at some of the assumptions they made during diligence, assess if they made good assumptions, or learned a lesson.