M&a Science

Roy Schoenberg, President & Co-CEO at Amwell - American Well Corporation (NYSE:AMWL) This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.  To join our growing online community of M&A practitioners, visit www.mascience.com/academy.  Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com. Episode Timestamps 00:00 Intro 04:26 Evolving from a medical background to M&A 07:27 What makes the healthcare space distinct 09:36 What drove Amwell to do acquisitions 13:03 Shaping the acquisition strategy 16:59 Amwell’s first acquisition 22:29 Integrating the new company 24:50 Retaining key people 28:33 First acquisition lessons learned 31:03 Dealing with transaction surprises 34:03 Approaching deal

Mark Rayfield, CEO of Saint-Gobain North America (EPA: SGO) and CertainTeed This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.  To join our growing online community of M&A practitioners, visit www.mascience.com/academy.  Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps 00:00 Intro 05:50 Culture in M&A 09:59 Acquiring a competitor 11:18 Team Alignment 13:24 Understanding culture 15:45 Difficulties of Culture 16:52 Improving decision-making 18:55 Challenges for smaller companies 20:37 Lessons learned from acquisitions 24:58 Establishing strong communication 27:14 Advice on Integration 31:08 Retaining lessons learned 32:49 Ensuring deal value 34:40 Governance and M

Dr. Irit Yaniv, Founding Partner and CEO at Almada Ventures (TLV: AMDA) This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps 00:00 Intro 03:26 M&A in the medical device industry 04:49 Minority position during Investment 05:35 When to think about an exit 06:59 Getting involved in the exit  09:57 Working with the CEO 12:03 Keeping track of potential acquisitions 14:34 Finding the right buyer 17:55 Managing exit planning disagreements 20:34 Who controls exit decisions 22:23 Negotiation 25:37 When to engage with a banker 36:51 Advice on planning an exit 38:11 Bad exits 40:29 Other takeaways 42:35 Craziest thing in M&A  

Barak Routhenstein, Vice President of Corporate Development at Profile Products Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds. You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today! Episode Timestamps 00:00 Intro 03:57 Changes in the M&A landscape 04:39 Changes in private equity acquisitions 08:14 Go-to-market 10:48 Deal origination 12:19 International deals 14:25 How PE firms look at acquisitions 15:48 Bad cultural fit 18:40 Relationship with PE firms 20:20 Ideal PE-sponsor relationship 21:45 Managing deal sourcing conflicts 22:38 Approval process 24:44 Sustaining support from PE firms 27:08 Reporting structure 29:54 Advice for PE firms in supporting portfolio companies 3

Glenn Sanford, CEO eXp World Holdings, Inc. (NASDAQ: EXPI) Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds. You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today! Episode Timestamps 00:00 Intro 03:51 EXP’s acquisition history 05:31 Reasons behind EXP’s acquisitions 10:12 Acquiring Success Magazine 14:22 Factors to consider when looking at potential targets 17:49 Understanding a company’s culture 20:13 Reverse merger 24:38 Capital structure evolution 27:05 Managing relationships with the board of directors and shareholders 31:19 Managing integration 36:47 Other lessons and takeaways 39:03 Craziest thing in M&A  

Andrew Bilbao, current CFO of Noble Education Acquisition Corp.  Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds. You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today! Episode Timestamps 00:00 Intro 04:47 Areas where alignment is important 07:03 Approach to Alignment 11:19 Prioritizing the pipeline 14:11 Identifying an opportunity to LOI 15:56 Target Market Competitiveness 19:50 Evolving from first conversations 20:59 Go/No-go decision 25:47 Bidding process 28:45 Things to not do when dealing with the Board 29:55 Working with functional leads 33:41 Alignment with functional leads 35:53 Keeping alignment to strategy 38:16 The hardest part of achieving alignment 39:10 How do you

Greg Stein, Vice President, M&A and Strategy at Xerox (NASDAQ: XRX) This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. Leave the pay-per-page world behind by going to https://firmroom.com/  Episode Timestamps 00:00 Intro 06:42 From public equity analyst to doing deals 07:32 Executing M&A against the strategy 10:49 Assessing M&A processes of companies 13:58 Trends between announcement of a deal and stock price  15:50 Transition from PE analyst role into corp dev 17:48 How to evaluate a business 19:26 Walking away from a deal 21:11 Integration aspects 24:09 Potential pitfalls in a deal 25:25 Prioritizing diligence 26:54 Guiding principles 28:08 Deal timeline and who gets involved 30:52 People overlap 32:25 Preliminary diligence as a Public Equity Analyst 35:59 Tips for negotiations 38:09 Advice for people transitioning from public equity role to M&A 40:10 Craziest thing in M&A  

Clifford Felig, Partner at Meitar | Law Offices. This episode is sponsored by the M&A Science Academy. If you’re looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It’s also a great way to show your support for M&A Science.  If you’re interested in learning more about individual or team plans, visit this page. Episode Timestamps 00:00 Intro 03:44 Finding an attorney for cross-border deals 08:01 Challenges of cross-border deals 14:55 Being mindful of the time difference 16:21 Key differences in local laws 19:18 Nature of deals in Isreal 21:40 Mitigating Risks 25:19 Differences in Negotiations 28:10 Difference in presenting LOI 29:56 Key differences in price negotiations 33:33 The American stereotype 36:59 Indemnification issues 39:40 Confidentiality 43:20 Differen

Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP, This episode is sponsored by  The M&A Science Fair, the exclusive event for the industry-leading M&A corporate practitioners.  Episode Timestamps: 00:00 Intro 05:49 Tax Complexities 07:34 Considering Tax 15:05 Start-up Tax liabilities 18:33 Minimizing Risks 21:42 Stock vs. Asset sale 22:58 Net Operating Losses 27:00 Buyer’s Benefits 28:24 Creating a Holding Company 30:00 Equity Compensation 31:33 Efficient Tax Structuring for Sellers 36:59 Negotiations 39:38 Tax Considerations in LOI  43:40 Qualified small business stock 48:59 Relocation for Tax Savings 50:41 Tax considerations during diligence 52:21 Lessons Learned  

Juan Guillermo Castaneda, former Senior Advisor to SKG CEO (LSEG: SKG) This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit www.mascience.com/academy.  Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at https://www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps: 00:00 Intro 04:13 Difference of M&A in the US vs Latin America 10:14 Mitigating Risks 14:31 Culture 17:54 Deal sourcing 19:41 Approaching companies 21:02 Getting companies interested 22:46 Dealing with Legacies 25:06 Red Flags in deals 29:59 Integration 33:11 Alignment before closing 34:01 Lessons Learned 35:37 Negotiations 36:27 Craziest thing in M&A  

Scott Crofton, Partner at Sullivan & Cromwell LLP This episode is sponsored by the M&A Science Academy. If you’re looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It’s also a great way to show your support for M&A Science.  If you’re interested in learning more about individual or team plans, visit this page. Episode Timestamps 00:00 Intro 04:27 Mergers of equal 07:05 Managing mergers of equal 09:13 Private deals 12:55 The management team under mergers of equals 14:33 Board of directors composition 16:12 The process of mergers of equals 19:27 Diligence process 20:55 The impact of mergers of equal 23:06 Real-life story of Hostile Bids 25:13 Poison pill defense 28:51 Fairness Analysis 31:31 Litigation 33:18 Pros and Cons of Mergers of Equal 35:06 Time frame of

Brian Matthews, CEO at ITEL This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience. Sign up in under 2 minutes by going to firmroom.com. Episode Timestamps 00:00 Intro 04:20 Value chain ecosystem approach 08:23 Real-life example of a value chain ecosystem 12:05 Emphasis on the exit planning 13:51 Traditional bank exit 16:50 Benefits of an ecosystem approach 18:47 Bringing fresh perspectives 21:56 Ecosystem Playbook 23:58 How to create a value chain ecosystem 30:22 Considering the maturity of partner ecosystems of companies 37:19 Valuation 38:32 Best practices on deal execution 40:14 Transparency rules 42:18 Reading between

Joe Covey, a serial CEO and acquirer, and investor since 1992.  Matthew Davidge, is the co-owner of the NBC Affiliate WVNC (Watertown, NY) and several other stations around the country. This episode is sponsored by the M&A Science Academy. If you’re looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best-in-class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners to outdo M&A practices. It’s also a great way to show your support for M&A Science. If you’re interested in learning more about individual or team plans, visit this page. Episode Timestamps 00:00 Intro  06:43 Buy-side carve-out deals               10:35 Key approach to due diligence                11:52 Unbinding a company                 13:51 Why carve-outs are difficult                 15:41 Conversations with the right people         19:05 Key things to consider when doing a carve-out 22:58 Walking aw

Andrew Morbitzer, VP/Head of Corporate Development at Typeform This episode is sponsored by the M&A Science Academy. If you’re looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It’s also a great way to show your support for M&A Science.  If you’re interested in learning more about individual or team plans, visit this page. Episode Timestamps 00:00 Intro  05:35 From engineering product to M&A 09:21 Difference of Product based acquisition 16:04 Gauging Product Market fit 22:07 Direct Observation 26:15 Permission from the company 28:21 Overlap analysis during product-based acquisition 31:35 Key elements for deal success 36:16 Agile M&A 37:51 Integrating engineering teams 40:53 Tips for product acquisition 42:41 Integrating competing products 47:00 Craziest

Nate Lemmerman, Senior Vice President, Corporate Development at Cast & Crew This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.  To join our growing online community of M&A practitioners, visit www.mascience.com/academy.  Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps 00:00 Intro 06:10 Building an M&A function from scratch 09:05 Steps to building an M&A muscle 12:17 The strategy 15:38 Process and execution structure 22:16 Critical things to consider before signing a deal 26:04 Hiring people for the M&A team 28:30 Building the diligence muscle 30:01 People alignment in M&A 32:20 Building the integration muscle 35:39 Best practices when doing dea

Ritika Butani, Head of Corporate Development at Toast (NYSE: TOST) This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.  To join our growing online community of M&A practitioners, visit https://www.mascience.com/academy.  Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at https://www.dealroom.net FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to https://www.firmroom.com Episode Timestamps 00:00 Intro 04:22 Secrets to overcoming hurdles 05:51 Challenges in M&A 09:58 Complexities of smaller deals 12:43 Handling people in a smaller company 13:50 Cultural assessment 15:24 Culture ends up killing the deal 17:03 Tax Issues 18:58 HR issues 20:44 Contractual Issues 23:41 Change of control and assignment 25:05 Risks Mitigation 26:58 Finding good lawyers 28:34 Integration plan

Finn Haley, SVP, Corporate Development at Edwards Lifesciences (NYSE:EW) This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.  To join our growing online community of M&A practitioners, visit https://www.mascience.com/academy.  Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at https://www.dealroom.net   FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to https://www.firmroom.com Episode Timestamps 00:00 Intro 08:53 Option structure 14:04 Exit cap 16:11 Drivers for the structure 18:28 Alignment with the strategy 20:35 Monitoring progress and milestones 22:16 Moving fast 24:08 Failed startups 26:16 Risks 30:09 Exercising the option 33:54 Why deals don’t push through 38:53 Innovation 40:13 Approaching a company for the buy-to-build option structure 43:20 Craziest thing in M&am

Mark Legaspi, Director, Legal - Corporate at LinkedIn Hello M&A Friends, if you're looking to improve your in-house training, we have corporate training plans provided through M&A Science Academy. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. If you're interested in learning more about individual or team plans, go to www.mascience.com/academy. It's also a great way to show your support for M&A Science. Again, that's mascience.com/academy. Episode Timestamps 00:00 Intro 02:53 Key Considerations for M&A in 2023 05:22 Regulatory Challenges 09:41 Effect of Regulatory on Negotiations 15:43 Managing Value 17:51 Other Considerations Regarding Regulatory Risks 20:38 Suing the Regulatory Bodies 32:18 Regulatory Effects on Employees 34:08 Other Deal Killers in M&A 38:04 Trademarks Killing Deals 40:30 Market situation with IPs 42:22 Deal Brea

David Hindley, VP of Corp Dev at Autodesk (NASDAQ: ADSK) This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.  To join our growing online community of M&A practitioners, visit https://www.mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at https://www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to https://www.firmroom.com Episode Timestamps 00:00 Intro 05:00 The Evolution of M&A Functions 06:48 Deal experience as a Banker vs. Corp Dev 15:04 Leading an evolving M&A function 16:13 How the strategy evolved  18:07 Scoring opportunities 19:28 Speeding up the evolution for efficiency 21:31 Working with functional leads 22:29 Aligning the functions 24:10 Business Units 25:08 Corporate Development structure 27:57 Accountability 29:11

Staci van Schagen, Head of M&A Integration & Disentanglement at Philips This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. Leave the pay-per-page world behind by going to https://firmroom.com/ Episode Timestamps 00:00 Intro 05:40 Running global Integrations 08:08 Adapting to different cultures 09:37 Fostering safety in IMO 11:31 Continuous Improvement 13:57 Delivering integration outcomes 18:16 Dealing with uncertainties during integration planning 20:52 Threshold for mistakes during integration 24:56 Using reflections to run integration 28:57 Deal sizes affecting preparations 31:51 Upskilling scenario planning 32:53 Craziest thing in M&A