1) Change your Experience of Financial Printing Content management The experts: Managing documents during the M&A process 1. 2. Ensuring the safe and quick handling of papers during an acquisition is an often-unheralded part of M&A — yet it is one of the keys to getting deals over the line and locking in their value. Why is it important, how is it done and how can it be improved? Toppan Vite, in partnership with Mergermarket, asked three M&A practitioners for their thoughts. MM Mergermarket: How do you manage your content/documents during an M&A process? AP We have been fortunate to work with very organized clients. In a sell-side M&A process, Marathon reviews most of our client’s documents as we really need to have a full understanding of the asset or company being sold. We would work with our client in identifying any missing documents or any that need to be updated. Thereafter, we would organize the documents and upload them into a Virtual Data Room (VDR), prior to sharing them with potential buyers. GB There are two aspects to that. First is the broader transaction. This is probably geared by whether, for example, we were advising a company that’s listed 1 Content management on the NYSE. Then the New York lawyers would either set up the data room or provide us with documents via an email attachment, whichever one they are more comfortable with. It’s very much a thing of the past where junior lawyers would go and sit in rooms and search through papers. Most M&A deals now are very efficient so the documents will typically be sent via email or placed in an electronic data room. Our browser-based interface side is a bit more limited than onshore lawyers because we’re really just looking at the corporate context where the onshore lawyers are going through the management and business analysis of the deal. They will do a full due diligence of all business activity and things like that and they therefore do require access to more documents than we would. 3. 1. Greg Boyd (GB) Partner Harneys 2. Ilana Germain (IG) Vice President Janes Capital Partners 3. Ari Pribadi (AP) Managing Director Marathon Capital Feature column Page 6
2) MM Does your firm currently experience any problems related to managing your content during the due diligence process? AP The biggest problem that we typically face when running an M&A due diligence process is when there are simply too many documents. In order to address this issue, we typically work with our client to create summaries and roadmaps that can be used by potential buyers to navigate around the sheer volume of documents. GB Not so far—The benefit of using these online platforms is accessibility and ease of access to large files. Sometimes when documents or files have to be transmitted by email, there is often a problem with ‘gateways’ and some people on the distribution list don’t receive the email. Having a data room does get around those issues, which is fine, and it’s about getting used to the security and access controls applicable to that data room. This is especially needed in the context of a merger of a listed company where there’s a lot of price sensitivity and need for confidentiality and restricted access. They have to be very careful that the files cannot be hacked into or any of that information gets shared. There’s various measures one can take in regard to communication – the names of the company won’t necessarily be used, but rather use a project name to describe the merger and that helps with confidentiality. I don’t believe though that there have been any major hacks for VDRs. 2 Content management IG Every VDR is different, and there are always limitations. We have run into issues with our current VDR when we are not able to put permissions on different documents – for example, you can only put permissions on the folders. This issue creates problems because permissions are there to limit the actions of non-administrators. For example, they’re not able to download an entire index of what’s in “ It’s about getting used to the security and access controls applicable to that data room. This is especially needed in the context of a merger of a listed company, where there’s a lot of price sensitivity and need for confidentiality and restricted access. ” Greg Boyd, Harneys
3) the VDR. There’s all sorts of limitations and it comes down to what VDR you use and the plusses and minuses of each one. Some are lot more expensive, and because of that you usually don’t want to start bringing it up until after the client is ready to go to market. This then leads to a time crunch. Others that are less expensive, on the other hand, have limitations that aren’t there with the more expensive ones. But when you switch you’re always learning how to use it, teaching your clients how to use it and half the time these VDRs don’t work with certain browsers. This becomes an issue because you’re dealing with clients and buyers that can’t get into them. MM What is your firm’s biggest pain point with regards to sharing content? AP Sometimes we have to work with an VDR that our client has selected. Most of the time, our clients use good VDR systems, but sometimes they don’t. It can be frustrating to work with VDR systems that are poorly designed or have limited features. GB We’ve got clients based all over the world with various levels of sophistication, so we have had instances where you’ve got to transmit a large number of scanned documents. This means you’re going to sit down and scan documents 10 pages at a time, and end up sending a lot of emails with smaller attachments so they end up getting all information. 3 Content management That becomes a pain point if we have to start breaking documents up and can’t circulate them because of people having a restricted email gateway. The virtual data vault is so much better because of the way you can actually organize the information in it. You can customize your menus, everything is nicely organized and can be user friendly rather than receiving emails with 15 attachments. IG There are two. One of the largest problems is dealing with how the data is used and shared after it has left the VDR. A lot of people will log onto the VDR, download the entire data room, save it on a local drive, and then the seller and financial advisor have no control over who sees it and how they use it. Obviously you can set security settings that don’t allow users to download the documents, but that is not realistic during a process when there are many users that need to evaluate the information and manipulate financial information within excel files. Once a buyer has dropped out of the process, the financial advisor or seller has the ability to ask the user to destroy the documents or return them – unlike paper copies, electronic files are difficult to ensure their destruction or return. Now the information is kept on a drive somewhere, or in a worst case scenario, someone could accidentally put the documents on a USB and leave it somewhere. That presents a control issue. The best solution, of which one VDR has the capability, is the ability to remotely destroy PDFs. Unfortunately, that capability does not extend beyond PDFs.
4) Content management What risks would you associate with improper content/document management? AP The biggest risk is obviously security. All of our M&A transactions are highly confidential. As such, we need to ensure that our documents are contained in a highly-secure system and presented to the right audience in the most secure way possible. I think the risk really just lies with unauthorized access. Most of the platforms allow you to control content for authorized users (download documents, user rights, printing and the like.) The prime concern would be, can a third party hack into it? No one wants a hacker to get access to a data room and create mayhem. IG 4 MM GB The second issue refers to the questions asked by multiple parties during these due diligence processes. No matter how hard the financial advisor tries, it is difficult to point the buyer to the location of the data in a timely fashion. It would be great if there was a way to tag the location of the information in the data room to the relevant questions. One is obviously giving permissions and/or data to the wrong people. If a competitor ends up with their hands on important and confidential information, that is a huge risk. A second risk is ensuring that the VDR creates a paper trail — making sure that pertinent documents make it into the VDR with a proper time stamp. One thing that I’m dealing with using our current VDR at the moment is that you can’t replace a file. This means that if you put in a forecast and then update it later, you can’t replace it and have the original time stamp on it. While that may seem like a small thing, keeping track of when information has been provided to the buyer is very important if the transaction is litigated.
5) MM Will a content management system help your process? What would your ideal content management system be? AP First and foremost, an ideal content management system must be secure. In addition, ideal systems should be easy to use, fast, have an excellent revision control scheme, and allow for ease of content search. GB I don’t think it’s restricted just to an M&A deal – IT-based document management has just made our lives so much more efficient. You know where everything is, it’s easy to find and you can access it from anywhere, whether you’re in the office, at home or traveling. It’s a wonderful resource and gives us great flexibility. These platforms have certainly sped up the process of servicing clients. The system works very well but if people don’t file the documents in the system, then you run into problems. It’s imperative to train users and direct them to file documents when received under the correct category. IG VDRs are helpful to our processes, especially for the analytics they provide and the ability to put permissions on documents. My perfect content management system would be an amalgamation of many that are currently out there. This VDR would have the ability to delete PDFs remotely (along with other types of documents) the ability to put permissions on each document, 5 Content management as well as the ability to have an annual subscription. Obviously, I hope for continuous improvement in other aspects of the VDR as well because there are always new features that make our lives, as investment bankers, much easier. Overall, it would be great if there was just one standard VDR that everyone knew how to use. One of the biggest issues we have is training users on new VDRs. Any time you implement a new content management system, the analysts, clients and buyers all have to be trained. Even all of our representatives have to be trained, such as legal and HR. It might be ‘pie in the sky’ thinking, but it would make the process a lot easier.
6) How getting to grips with your content can save deal value The expert: Jeff Riback, president at Toppan Vite, outlines how correct content management is key to M&A From beginning to end, the M&A process can take up a sizable chunk of dealmakers’ time, even months and years. Down the path of this process, thousands of documents can be transferred across geographies, checked, updated, double-checked and redrawn. Within this web of transactions problems managing content can make or break a deal. This adds a huge weight of importance to the process. “ The best content management systems are revolutionizing a once-laborious process. ” 6 Feature column The risks that come with problems relating to content management are huge. As our interviewees pointed out, sharing documents across several countries can make it hard to manage these documents effectively. Sharing content heightens the risk of confidentiality issues. And trying to get so many different parties up to speed on a variety of different systems can provide a serious resource challenge. Research from SRS Acquiom, for example, has shown that administrative inefficiencies cost US dealmakers over US$5bn a year. Our respondents noted how Virtual Data Rooms (VDRs) have helped them avoid some of these issues. VDRs provide a place to store large documents accessible to all relevant parties. They also reduce the need to manually search through documents during a deal. VDRs provide levels of security and analytics that were simply not possible prior to the digital age. VDRs are, of course, one key aspect to managing content. However, there is additional functionality that can support the deal process. The best Content Management Systems (CMSs) are revolutionizing a once laborious process by providing ease of use, ease of access, and security. To be truly good, a CMS must be easy to use with an intuitive user- Jeff Riback President Toppan Vite
7) interface, along with the ability to be customized; this ensures users are not limited to one workflow option or content structure. It also ensures that content can be reused when needed, removing the chance of duplication and ensuring the consistency of the information. In an age dominated by cross-border M&A, CMSs also provide a flexibility that allows working groups to collaborate on documents in a secure environment, no matter where they are located. Comments from the working group can be exchanged, and edits can be made in real time, based on permissions. Capital markets’ users can save significant time by authoring, editing and creating proofs and not having to wait for financial-printer proof turnarounds. Key stakeholders across the globe can be asked to comment or to edit, making copy coordination much easier to manage. Finally, in a CMS, content security is paramount. Each piece of content is stored on an encrypted system, allowing only authorized users access. Users can also determine what information can be viewed or edited. On top of standard strong password protections, systems have an audit trail that provides users with the ability to track activity on the system. By removing the need for email, keeping all content stored in one location and assigning permissions, confidentiality can be maintained. Users should insist that their content management system be robust enough to help ensure document integrity is maintained. A good CMS can be customized to ensure best practices are followed throughout the process. This could 7 Feature column be something simple like a system prompt to attach a screen guard when viewing a document or to run spellcheck on edited content. Permission granted. CMSs can help prevent human error because business rules regarding the style of a document are programmatically set; a user cannot mistakenly change style. It ensures the style is right, and that authorization is granted to users who need to work on the appropriate content.
8) About Toppan Vite Mail Toppan Vite, a leader in financial printing, is part of the Toppan Printing Group, the world’s largest printing group, headquartered in Tokyo with approximately US$18 billion in annual sales. Our expanding U.S. operations deliver a hasslefree experience for mission-critical content for capital markets transactions, financial reporting and regulatory compliance filings, investment companies and insurance providers. Toppan Vite has been a pioneer and trusted partner in the financial markets for three decades, serving the financial, legal and corporate communities with meticulous, responsive service and unparalleled local market expertise and capabilities. For more information, please contact one of the following Toppan Vite representatives: Digital Asset Management Fulfillment Hive™ Marketing Solutions Print-OnDemand Pre-IPO Due Diligence M&A Due Diligence Corporate Repository Print Hive™ Virtual Data Rooms YOUR ONE STOP RESOURCE FOR CAPITAL MARKET TRANSACTIONS Publishing Typesetting XBRL EDGAR Glen Buchbaum Senior Vice President of Sales GlenBuchbaum@toppanlf.com 201.518.9720 Bill Lee Senior Vice President of Sales BillLee@toppanlf.com 212.596.7769 For more information, please go to www.toppanvite.com/us Stay connected with our linkedin and blog webpages. 8 About Toppan Vite Digital Print Offset Print
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