Keep your deal in safe hands

Jeremy Sice reveals what he learned sealing the SAS deal with Publicis last month

As someone who has never been through an acquisition before I must admit that at times it felt like a surreal, out-of-body experience. The volume of technical information can be completely disorientating and it’s easy to glaze over when you are surrounded by people who are all talking language that is very different to the everyday conversation to which you are accustomed.

I learned to respect the nuances of the technical and legal jargon, while not being overwhelmed by it. I realised I had a lot to contribute by staying practical and adding commerciality to our specific situation. I never forgot it was our deal and I needed to be on the ball, no matter how much alien information was thrown my way.

That said, I ensured I assembled an excellent team of advisors to work closely alongside us at all times. In Willott Kingston Smith, Results International and Osborne Clark I had exactly the team I needed – wise heads, a team that had worked together before and bright minds to navigate through the journey. Equally, I know I am demanding by nature, and unreasonable and challenging at times, so I wanted access to the senior people who I knew would stay focused on the job in hand.

Inevitably, on a number of occasions the deal reached apparent deadlock. In these situations it’s important that you don’t just look to your advisors to find a way through. They may have suggestions based on experience, but it is just as much your responsibility to come up with ideas that could be workable. Ultimately, it’s not the points you disagree about, but the way you resolve them that’s the key. I certainly felt that during the negotiation process I learned a lot about what it will be like working with the Publicis team moving forward. All of which was good, otherwise we wouldn’t have completed the deal.

You might imagine the initial dates with prospective buyers are structured, informed and professional – how wrong you would be. Over the years, we met many different companies where lots of smiling, hand shaking and pleasant exchanges were the order of the day, but there wasn’t much meat to discussions. What surprised me was that with only scant substance in discussions, formal offers can be quickly forthcoming. That said, aside from a few people we got close to, when you dissect the rationale behind many deals the motivation behind them starts to become a little clearer. Many are simply risk-averse financial models, with roll-ups being the flavour of the month. Alternatively, it’s about rationalisation, taking cost out of the business, or bolting on a skill set. Rarely does the commercial logic instantly surface.

When you’ve signed heads of agreement to keep your deal on the right track, make sure you personally get in the thick of the commercial due diligence – don’t just leave it to your advisors to simply pore over the skip loads of financial information and technical data. For me it was essential spending a decent amount of time face-to-face with the people we’d be working alongside moving forward, discovering what made them tick, if we shared similar ambitions and got on. I know it’s a cliché, but with all the detail you could easily end up believing a deal is about finance, tax and legal ifs and buts – at the end of the day it’s not. It’s about the people you’ll be working with.

I don’t blame anyone who runs their own business at some point seeking to realise value from all the hard work they’ve put in. For me the responsibility lies in the hands of the buyer to ensure that they’ve got to the heart of why a company is selling. During the past year or so I spent more time with Publicis than my family, so I think it knows what it is getting.

For the seller it is vital when you are doing a deal to be sure of your motivation, be clear what you want out of it and what you want in the future. The game wasn’t over for us and we still had much more we wanted to achieve, so the Publicis deal was perfect – a good skill match, a shared ambition and – crucially – a desire to create something new that could make people sit up and take notice.

I am well aware that there are no certainties in life, but at least we know why we are doing this.

Jeremy Sice is managing director of SAS and UK chief executive of Publicis Consultants

A FEW TIPS FOR MERGING CONSULTANCIES
• Know why you are doing a deal

• Employ the best advisors you can

• Stay connected to every detail, no matter how disorientating

• Ensure you know why the buyer is interested in you

• Be yourself, it’s not a performance