The report was produced by IESE Business School and Closa M&A in collaboration with Garrigues
Spanish companies seeking to gain a foothold in North American markets often choose to purchase a pre-existing company rather than attempting to start from scratch, above all when it comes to dealings concerning fixed shares. The minimum investment amount is set at 13 million dollars, although this may differ depending on various factors such as industry, jurisdiction, etc., in order to ensure that the transaction is sufficiently profitable to warrant the costs incurred throughout the process. In the case of a company’s first acquisition in the US, these funds must be easily accessible and must represent at least 40% of the total cost of the transaction.
These are but a few of the conclusions to be drawn from the Study, unveiled in Madrid yesterday afternoon in the auditorium of the Banco Popular’s headquarters. The study, promoted by the organisation AGC Spain (Association for Corporate Growth), was written as part of a joint collaboration between IESE Business School, Closa M&A and Garrigues, all of whom are AGC members.
The study was presented by Miguel Ángel Luna (Managing Director of Popular Banca Privada), Paddy Miller (a professor at IESE Business School), José María Romances (Partner at Closa M&A) and Ferrán Escayola (Partner at Garrigues). Also among those who spoke were Xavier Pujol (CEO of Ficosa) and José Antonio Cortajarena (Secretary General of Gamesa), who gave first-hand accounts of their own experiences in the American markets. The closing speech was delivered by the US Commercial Attaché to Spain, Henley Jones. The experts explained that the aim of the report was to analyse the successes and failures of previous acquisitions made by the Spanish business community in the United States. In doing so, the AGC sought to extract the necessary knowledge to write up and distribute a set of guidelines to aid potential investors looking to set up for business in the US markets. According to the Spanish Ministry for Commerce, Industry and Tourism, Spain is currently the sixth largest direct investor in the United States, meaning that Spanish investment in America more than triples the value of US investment in Spain.
Among the rewards to be reaped through investment in the world’s leading economic superpower, businesses set great store by the fact that involvement in US markets serves as a launching pad for investment in other countries. Synergies allow companies to recoup investments made in innovation and development for the launch of new products, and the streamlining of structuring costs further reduces expenditure. Access to new know-how improves services, and improvements in client service and increased international coverage of the company profile are yet further benefits for the purchaser company.
85% of the companies taking part in the study are satisfied that they made the acquisition In total, the companies interviewed have amassed experience gained from a total of seventeen business ventures in the United States, across a variety of sectors. 85% of the investor companies considered that the transactions carried out made sense from a strategic standpoint. The survey was sent to 124 companies, all of whom were members of the Spain-United States Chamber of Commerce, and of these a total of 59 responded.
The study stresses the importance of analyzing guidelines to be followed during the acquisition of another company, establishing certain clear criteria, ensuring that the decision-making process is clearly defined and investing solely in those areas which are already familiar to, and understood by, the company. Those interviewed indicated the importance of being able to draw on the services of financial and legal advisors to orchestrate and facilitate this type of deal. In this regard, the report offers new information on the role of external advisors, providing invaluable information on where the focus of professional services ought to be directed.
The study also points to the importance of the involvement of the purchaser company’s personnel from the outset. Companies believe that staff that transfer to the new company must be wholly reliable, must have proven experience within the purchaser company and must share the ethos of the company and understand its role and functions. All of those interviewed considered the role of the Chief Financial Officer or controller to be crucial; in addition to maintaining the financial records, he must act as a go-between. Furthermore, it was felt that it was necessary to identify those who had a strategic position within the newly-acquired business and to formulate a plan to retain and motivate them.
The study also aims to analyze the difficulties encountered by those who attempt to break into the US markets. One of the aspects that Spanish companies find particularly problematic is the discrepancy between the two country's legal systems. Chapter IV of the report deals with North American regulations, offering examples of standard acquisition-related practices, whether involving assets or shares, in the case of both private and publicly-listed companies and sets out the main requirements of American contracts.