War Stories – Shopping the Number

David Johnston

David Johnston

The UK's authority on mapping governance, risk, compliance, regulation and legal services markets.

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Indignant wasn’t even close. Spitting feathers, more like. Kim (the names are changed to protect the guilty) was bleddy furious.

Unbeknownst to me at the time, we’d been lucky. We’d just managed to land our anchor acquisition for just shy of £40m. We’d identified the top target firms in play and the timings were on our side. We were also in discussions with the top six, obviously.

When after completing the first one and amidst the usual 100 days project planning and who’s reporting to whom reviews, we dropped into the discussions that no’s 2 and 3 in the market were completing at the end of the week – the fan got really dirty.

There were several reasons for this.
1. These firms had been taking lumps out of each other for years and knew each other very well – familiarity breeds contempt;
2. Kim especially was feeling vulnerable and had assumed he was now head honcho of the new division and should, therefore, have been in the loop;
3. Kim also assumed we knew less about the market than we in fact did.

We were, apparently, unprofessional, unscrupulous, unreliable lairs whom nobody in the industry could ever have confidence in. And our EU Lords and Masters at Group HQ would be informed in minute detail.

As it happens it boiled down to a vitriolic scrap over confidentiality. We’d actually been genuinely tied with NDAs which in some cases specifically required non-disclosure to Kim and that team. It happens in industry roll-ups, so legally we were hampered. We would have preferred to share the full plan earlier, but it was not practical, and we were, in fact, lucky to have a hit rate of six deals from six chosen brides – our strategy was off to a flying start.

Ego’s kicked off and the main issue boiled down to the CEO of one of the other acquired teams being, in fact, a better candidate for divisional CEO than Kim.

Threats that key staff couldn’t live with ‘the other lot’ and that there was massive duplication in senior roles turned out to be seriously overblown. The synergies hoped for had been modest, not time-critical, and readily achievable. It actually dawned pretty quickly on the middle management tiers especially, that the strategy we had was a winner.

At the annual industry conference event later that month, I bumped into my main industry ‘oppo’, as we tended to do every year. She was a little crestfallen as she confided that they’d watched our M&A moves and decided they would not/could not match it. This was despite their HQ letting everyone in the market know that they’d always pay 15% more than anything we offered. (That’s a ploy that never works, by the way; it just makes you look desperate.) She was good enough to say that their HQ said we’d mopped up the good prospects so quickly that we’d simply left them no options.

No confidences were divulged or anything other than the usual professional courtesies given, until as we parted, she winked and said ‘you know Kim shopped your number to us before you completed?’ What number I asked; and she confirmed the precise (and still confidential headline value). Good people only do that when they know they’ve been dealing with someone slippery.

Good to know, I said, and the pennies dropped.

They call it ‘projection’ when someone accuses you of what they have done themselves secretly (and are very worried about). Kim had breached every promise made.

HQ was not surprised to know it; didn’t give a fig, frankly about two-page emails from someone they hardly knew. They assumed it was an attempt to throw a tantrum to get out of consulting and deferred obligations. If it was, it didn’t work.

Lesson?
Those with the facts pound the facts.
Those with truth pound the truth
Those with neither, pound the desk.

And ofcourse … everybody lies.

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War Stories – Shopping the Number

Indignant wasn’t even close. Spitting feathers, more like. Kim (the names are changed to protect the guilty) was bleddy furious. Unbeknownst to me at the

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