As an investor, I’ve sat on both sides of the table in more than a dozen acqui-hire situations. Companies that successfullyleverage acqui-hires can save years of work and gain a competitive advantage by adding skilled technical and operational talent, deep local market knowledge and an accelerated time-to-market.
However, not all acqui-hires are created equal, but there are numerous pre-deal considerations to ensure post-deal success. Here are eight tips I’ve learned from the trenches.
Acqui-hire Tip 1: One Vision, Same Values
Both the acquiring and acquired teams need to share the same vision and values. The two teams must work closely and effectively together in order to be successful. “What matters most is the personal and professional fit between the two teams. They should ideally share the same goals, business and company cultures.” (Olivier Bremer, founder of PostoInAuto – acquired by Blablacar)
Acqui-hire Tip 2: Crystal-Clear Roles
Define clear roles at the outset to avoid any misunderstanding or redundancy. This starts by deeply understanding the attributes and behaviors of the other company. Micro-managing a highly entrepreneurial and innovative team, for example, can cause animosity and frustration. Be certain that both parties understand how the acquired executives and employees will fill key roles within the larger organization. Acqui-hires work well when the acquired team continues to run the business or business functions with relative autonomy. “Being clear about the future roles of an acqui-hired team is key to post acqui-hire integration.” (Piotr Jas, founder of a Polish ride sharing company acquired by BlaBlaCar)
Acqui-hire Tip 3: One Big, One Small
Size matters. The larger the size differential between the two companies, the easier the acqui-hire will be. It’s more difficult when companies are of relative equal size, and the main variant is one company’s cash on-hand. The smaller the size difference, the more conflicts emerge around products, leadership, best practices, etc.
Acqui-hire Tip 4: Equity is King
You must agree to an incentive structure that motivates the founders and key executives within the company you acquire. This is paramount to make sure they remain invested in the success of the company at large. An acqui-hire is not a cash-out event. Use equity and options to incentivize and reward these new team members. Determine the amount relative to the value of the businesses – prioritize options over equity as motivation to stay.
Acqui-hire Tip 5: Global Incentives
The right approach is to allocate options and shares of the global company rather than the subsidiary where the acqui-hired team operated. Here’s what it is important to align incentives on the overall success of the company:
- Growth within a country is linked to the amount invested in the region, which the acqui-hired team does not control and may change over time.
- Team roles will evolve, including those from the acqui-hire. You will have to renegotiate incentives if and when roles evolve in tandem with the company’s growth.
- Finally, it is hard to define the relative value of a specific country vs. the overall company. When an exit comes, determining the respective value of each part has a high chance of creating conflict at a time when all the team needs to work closely together to make the exit happen
Acqui-hire Tip 6: Avoid Hidden Liabilities
Understand tax liabilities. There are two common acquisition structures: option-A) asset purchase: the preferable option where the acquiring company buys only the assets; option-B) company purchase: acquiring company buys both the assets and liabilities. Option-A is usually faster and safer, as you will not take on any hidden liability, which may arise in the future. However, it can trigger tax liabilities for the founders/investors of the acquired company. If you must take option-B, conduct thorough legal due diligence to avoid future liability surprises.
Acqui-hire Tip 7: Keep it Simple
Acquiring a company with a complex equity structure (i.e. many angel investors) can lead to a large administrative burden that slows decision-making. Offer angels cash or options, which can be only exercised at expiration (typically 10 years) or an exit. This way they benefit from the full economic value, but are not shareholders. If this is not possible, you can group them into a Special Purchase Vehicle (SPV) with only one signatory.
Acqui-hire Tip 8: One Brand to Rule Them All
A global brand offers significant synergies, so make sure acqui-hires rebrand quickly. BlaBlaCar rebranded all local brands into one unified international brand, including their initial market, France: “A single brand offers clarity and consistency for customers and employees. The parent brand should have a brand on-boarding process to streamline the transition, while creating a strong, unified and identifiable global brand experience.” (Frederic Mazzella, founder of Blablacar)
**********************Account for these factors, but understand that every company and situation is different. The founders and executives from both parties must be diligent and transparent, and leave nothing to question. I hope these learnings will influence your thinking in your quest to go global, and as always, share your thoughts, feedback and questions with me here or on Twitter (@pbotteri).