Schedule mock interviews on the Meeting Board, join the latest community discussions in our Consulting Q&A and find like-minded Interview Partners to connect and practice with!
Back to overview

How to layout M&A risk in the initial structure?

What are some differences between M&A, JV, synergy risk? 

1
2.8k
12
Be the first to answer!
Nobody has responded to this question yet.
Top answer
Deleted user
on Oct 15, 2018

Ok, all of these are similar and related. But there are some nuances...

First: JV does not necessarily mean M&A - so some risks pertaining to M&A (getting to that later) will not apply to JVs

M&A risks I would call those directly related to the transaction. There could be myriads: 

  • No shareholder approval 
  • Financing falls apart
  • Regulatory / anti-trust approval is withheld or comes with very strict obligations (i.e. to divest a certain business, see Bayer <> Monsanto deal) 
  • Change of control clauses in key supplier or customer contracts
  • No sufficient take rate for the acquisition offer to achieve a squeeze-out
  • In the case of (hostile) acquisitions, some poison pill move by the acquired company 
  • Insufficient due diligence, so you buy at a high price due to some skeletons in the closet (pending class action lawsuits, some wrongdoing, ...)

Synergy risks I would characterize as those risks to achieving the projected synergies that ultimately justify the acquisition price:

  • Longer / more expensive integration of organisations, systems etc. 
  • Key people leaving
  • People not leaving / more expensive lay-offs
  • Key customers leaving / shifting their buying strategy (i.e. because they don't want to be dependent on a single supplier) 
  • Better bargaining position towards customers or suppliers does not materialize
  • Culture Clash
  • ...

JV risks are similar in flavour to both (some related to the transaction, such as anti-trust) and some related to the operation of the joint company. I'd add a few more:

  • Governance: Decision making slow / unclear due to shareholder involvement
  • Intellectual property transfer (see China JVs)
  • No equal contribution from JV partners...
  • Your people don't want to work for the JV
  • Balance sheet consolidation: If it was a goal to get a certain business off your balance sheet (financing at-equity) then that may not happen if you set up the JV wrong / don't find a suitable partner

There are tons more, but these are some examples.

4
Similar Questions
Consulting
Can I still get an offer? MBB final round, almost finished one case but didn't.
on Aug 23, 2024
Global
7
2.1k
Top answer by
Pedro
Coach
Bain | EY-Parthenon | Former Principal | 1.5h session | 30% discount 1st session
60
7 Answers
2.1k Views
+4
Consulting
Prep Materials for Mckinsey Solve Assessment
21 hrs ago
Global
6
1.2k
Top answer by
Evelina
Coach
EY-Parthenon (6 years) l BCG offer holder l 97% success rate l 30% off first session l free 15' intro call l LBS
27
6 Answers
1.2k Views
+3
Consulting
Case Study Based on CIM
on Jun 12, 2024
Global
4
1.8k
Top answer by
Sanjeev
Coach
PwC/Strategy&/GT/Chicago Booth - 2nd Session Complementary till June 1st
46
4 Answers
1.8k Views
+1
How likely are you to recommend us to a friend or fellow student?
0 = Not likely
10 = Very likely
Thanks for your feedback! Your opinion helps us make PrepLounge even better.