Cross-border M&As: How to deal with regulatory hurdles
Cross-border M&As: How to deal with regulatory hurdles
The success rate of any M&A varies widely and is influenced by numerous factors. Studies and industry reports suggest that 40-60% of cross-border M&A transactions fail to deliver the desired outcomes. Several factors contribute to the complexity and potential risks, including cultural differences, regulatory hurdles, geopolitical considerations, and integration challenges. Companies that invest time and resources in thorough due diligence, cultural understanding, and strategic planning are more likely to enhance the success rate of their cross-border M&A transactions.
Extensive market research, combined with a deep comprehension of cultural intricacies, is pivotal for successful M&A endeavours and is the first step towards a value-accretive transaction. In-depth market research enables businesses to identify opportunities and challenges specific to their target markets, laying the groundwork for tailored strategies. More often than not, acquirers direct their attention towards the overall market size, trends and competitive landscape. However, it is crucial to precisely define the addressable market within the framework of their unique offerings and the subset of customer needs that they can cater to. For example: while the overall market size of any industry in India may appear very large, many businesses within the industry may only serve a specific subset of it.
In the global business landscape, acknowledging and honouring diverse cultures extends beyond mere courtesy; it becomes a strategic imperative. Cultural comprehension surpasses language barriers, holding significance for both internal and external stakeholders. It includes insights into consumer behaviours, employee engagement and motivation, preferences, and societal norms.
Regulatory due diligence plays a crucial role in cross-border M&A by helping acquirers understand and navigate the complex legal regulatory landscape of the target company’s jurisdiction. This includes identifying and assessing industry-specific regulations, licensing requirements, environmental regulations, labour laws, approvals required for consummating the deal, and the expected changes in the local policy framework. The last point can be particularly challenging to address, often lacking definitive answers for the acquirer.
Political stability and a predictable economic environment are essential for the success of any business and, hence, must be examined closely as a part of due diligence. Political factors also influence the regulatory environment, including laws and policies that may affect the target company’s operations. In an increasingly polarised world, preferences and biases emerging based on the nationality of acquirers are observed.
Economic factors such as currency fluctuations and exchange rate risks also play a critical role in the success of cross-border M&A. Acquisition financing structure, although not a direct risk associated with the target, is also a significant factor. The higher the leverage taken for the acquisition, the lower the room for any unexpected risk unfolding into a reality.
Target-specific due diligence is an equally tricky and important area. Every country has its own set of evolving accounting and taxation rules. Some of these could be novel for the acquirer. Not only must the acquirer carefully understand the implications of these on the target after the acquisition, but also assess the impact of these on the consolidated entity. For example, appropriate structuring could allow the acquirer to seek a tax shield on goodwill generated from the acquisition in certain jurisdictions.
Some of these risks could be better managed by a three-pronged approach:
Engaging advisors with cross-border presence proves invaluable as they offer insights and expertise concerning issues pertinent to both the target and the acquirer. Their significance stems from their ability to navigate the complexities on both sides of the border. These advisors comprehend cultural issues, better evaluate regulatory risks, and grasp the economic realities of a larger canvas.
Identifying specific synergies or value-creation opportunities and crafting a precise action plan, including identification of synergy champions. Each potential acquirer has a unique playbook for an asset, yet the focus tends to weigh heavily on evaluating the target company, often neglecting the need to define a detailed value-creation strategy. Limited availability of information is often cited as the reason for failing to define a concrete post-acquisition action plan which is essential for determining the correct acquisition price.
Post-acquisition integration in cross-border M&A is a complex process that often involves addressing unique challenges arising from cultural and regulatory differences between the acquiring and target entities. Some key considerations, like workplace norms, legal and compliance norms, integration of technology and systems, employee retention, customer perception and harmonisation of financial policies, etc, need due attention. It is always prudent to hire external consultants for driving the integration process as a project and within set timelines.
As Indian corporates are becoming more evolved and increasingly spreading their footprints, the M&A process needs a relook. The acquirers should factor in 5%-8% of the transaction price as the overall transaction cost to ensure a higher success rate. This incremental cost should be considered as insurance for a better outcome.
Source :- Financial Express