Mergers and Acquisitions Insights

I sold my first startup in 2020 for a life-changing amount. A close friend who’s deep in the M&A process reached out last week for advice. Here's what I told him on how to navigate the process of selling your company: ~~ 1) Contrary to what ppl say - companies are sold, not bought. You can’t force a sale, but you can lay the tracks for it. The best time to start M&A convos is 3-5 years before you expect to sell it. Investors prefer to see trends over time. Seek them out, tell them your plans and then outperform - this is how deals get done. == 2) Create competition. I always assumed investment banker fees were absurd (and they are), but at the end of the day - they are typically the best way to create perceived urgency which drives a decision to buy. No buyer wants to lose a deal, especially to a competitor. == 3) The right buyer > the highest price. Usually, you roll equity into the new deal, so this will be a long-term relationship. A great buyer makes post-sale life easier. A bad buyer can make it miserable. Look for: • Aligned values • Clear vision • Mutual trust I gave up millions in deal value for security in an aligned buyer whose values I trusted. == 4) Price is only one lever. Everything is negotiable from the terms of the deal (Cash vs equity, Earnout,etc) to how your team will be compensated (salaries, vesting acceleration, new option grants). The “headline number” doesn’t tell the whole story. Optimize for the terms that matter most for both you AND your team. == 5) Don’t delegate trust. The banker and lawyers are there to protect you, but they aren’t running the deal. Stay in touch with the buyer directly. Understand all the terms and conditions. Miscommunication often happens when everything goes through legal teams. == 6) Protect your team. Keep the sale process quiet until it’s necessary to involve others. M&A is distracting, stressful, and often falls apart. Your team should stay focused on running the business while you handle the deal. == 7) Operate like the deal isn’t happening. Until the money hits your account, assume the sale won’t close. Deals fall apart all the time. Keep running your business as if you’ll own it for the next 10 years. == 8) You’ll question yourself. During negotiations, I second-guessed the deal constantly: • Am I leaving too much on the table? • Could we sell for more later? Leaving upside for the buyer increases the likelihood your deal gets done. Focus on the big picture. == 9) Post-sale life isn’t what you think. I thought the money would fix everything. It didn’t. Selling didn’t make me immediately happier or more fulfilled - but it did me time to figure out what actually mattered and eventually it came to me. == 10) Survive the process. Selling your company is probably one of the most emotionally exhausting things you can do. It will drive you insane if you’re not careful. Take time to go for a run, meditate, do breathwork or whatever it takes to keep your mind right.

The Windsurf-Google deal has me thinking about a trend that should worry everyone who cares about Silicon Valley's future. Another strategic acquisition to sidestep regulatory hurdles. Another group of employees left holding seemingly worthless equity. It's becoming a playbook (see Scale, Character, Inflection). CEOs getting huge payouts, preferred investors taken care of, but employees left with limited comms and a lot of questions. You know what drives Silicon Valley's innovation engine? It's not just the unicorn exits. It's the thousands of employees who cash out modest gains and invest that capital back into the ecosystem. They become angels. They are financially secure enough to start companies. They mentor. They pay it forward. But when deals are structured to benefit only the CEO, board, and preferred shareholders, we break that. There hasn't been enough detailed reporting on it, but from early reports on X, employees don't seem to have heard much. Think: 🎯 An engineer who joined Windsurf 3 years ago, took a 30% pay cut from Google for equity upside 💸 Their unvested shares? Worthless in this structure 🏃♀️ Their vested shares? Probably worthless if they haven't exercised, might get a small dividend if they have but maybe not even that ⏰ 3-4 years of their life betting on building a generational company, probably wasted The ripple effects matter: First, talent will leave. Why stay at shell companies when Big Tech offers guaranteed comp? And why take the risk of a lower salary if what was formerly an 'M&A' exit has no upside for you? 'Shell' company is the going term for a reason. Second, trust erodes. It poisons the founder pitch "join us early for the equity upside." Early-stage recruiting will get harder. Third — we lose future angels. Those employees who would have made $500K from a normal acquisition? They're the ones who write tiny checks into the next generation of startups. No liquidity for them means less capital for early-stage founders. I get it. Regulatory constraints are real. Strategic acquisitions make sense for the acquirers. They make sense for preferred shareholders. But Silicon Valley works because we believe in equity. Because we have decades to show it works, and we believe that building something meaningful should create wealth for everyone who helped build it. As someone who studied public policy, I am saddened at this new trend that is seemingly penalizing employees to sidestep regulatory concerns. I sincerely hope we're not sacrificing long-term ecosystem health for short-term regulatory arbitrage.

The real work begins after the ink dries – my M&A learnings. According to most studies, between 70-90% of M&A transaction do not deliver the targeted goals. Experienced M&A practitioners identify problems in the integration as a primary cause. Over the past years, I have had the privilege of being involved in several M&A transactions at HDI International – from strategic evaluation to post-merger integration. Each deal brought its own dynamics, but one truth remained constant: the most challenging time begins after the signing. Here are my top personal learnings from post-merger integrations: 1️⃣ Start integration early and move fast – Integration planning should begin very early on, even before signing. A clear roadmap for the following months sets expectations and creates transparency thus reducing the uncertainty each integration phase will inevitably bring. Moving diligently, but fast through the integration phases and defining the leadership teams early on also helps to reduce the uncertainty. 2️⃣ Define clear targets and keep a business focus – We defined for the integration financial and operational goals overall and for each area top-down and bottom-up. This created clarity and commitment. We also continuously tracked the progress made. This helped to keep a clear focus on the market and our business momentum while also achieving the targeted synergies. 3️⃣ Culture is not a soft factor – It’s often the hardest and most decisive element. Our teams made it a priority to establish a common culture that fits both companies. True to the motto: listening, adjusting, and moving forward together. Our overall values of transparency, engagement and collaboration are at the basis of the new common culture and were critical in each integration process. 4️⃣ Embrace feedback – A healthy error culture and open feedback loops are essential. When moving fast in such a complex integration process, surprises and mistakes will happen. It is thus key to identify and address them quickly and to learn from them. 5️⃣ It’s a team effort – Integration success very much depends on the team you have on the ground, not only in our decentral organization. We have leaders who know the market, their business operation and their teams deeply. In addition, quite a number of leaders already have vast experience in post-merger management. On top, it wasn’t just our leadership teams who made the difference – it was every colleague who embraced the integration as an opportunity to build a leading business in their market, adapting and supporting each other, going the extra mile while maintaining the business momentum. 🙏 I’m grateful to everybody who has made the integrations of the past years successful – with dedication, resilience, openness, and a shared vision. The results and progress we achieved so far would not be possible without you. I would love to hear from you: What are your key learnings from post-merger integrations? What worked – and what didn’t?

Most M&A textbooks tell you how deals should work. But few tell you how they actually do. I’ve sat in boardrooms where the numbers looked perfect. Synergies modeled and financing secured. And yet what looked flawless on paper turned into chaos in practice. M&A is about people, trust, timing, and preparation rather than just valuation. Every transaction is different so unexpected issues always surface. The best CFOs can handle this with judgement and leadership under pressure. Here are 7 truths about M&A no textbook will teach you: 1. Fit beats price → cultural alignment is the real synergy. 2. The CFO designs the deal → structure defines success. 3. Every deal is unique → flexibility is non-negotiable. 4. Trust is currency → board confidence drives approvals. 5. Advisors tilt the table → relationships buy better terms. 6. Preparation is value → slow teams bleed leverage. 7. Post-deal is the game → signing is the start, not the end. Which truth resonates most from your own experience? ------- ➕ Follow Jonathan Maharaj FCPA for finance‑leadership clarity. 🔄 Share this insight with a decision‑maker. 📰 Get deeper breakdowns in Financial Freedom, my free newsletter: https://lnkd.in/gYHdNYzj 📆 Ready to work together? Book your Clarity Session: https://lnkd.in/gyiqCWV2

Two trends have caught my attention and signal a growing trend in the M&A landscape: the rise of equity-funded deals and improving market reaction to M&A.   With valuations at record highs and range-bound interest rates, the cost of equity and debt are converging. Consequently, I’m seeing more boards contemplate equity considerations alongside debt funded cash considerations as a genuine alternative to all cash — enough to push equity-funded deals to 23% of total activity, up from 18% a year ago. It is also notable that this consideration mix is evident in large-scale transactions, with $10bn+ deals making up a larger proportion of M&A volumes this year.   Market and shareholder dynamics are also shifting. In 2022, the median day-one share price move for acquirers in large equity deals was -5.3% relative to the market. This year, it’s closer to -1.5%. For shareholders, ownership is increasingly concentrated among a smaller number of institutional investors, amplifying their influence on deal outcomes. Together, these trends underline: ▪️Day one isn’t destiny. There’s no clear link between the first day’s move and long-term returns – around half of deals see a negative day-one reaction, yet many go on to deliver positive three-year share price performance. ▪️Shareholder makeup is also an important factor. Greater ownership concentration among the largest index investors can amplify share price volatility. Early alignment with key active investors is critical. ▪️Messaging matters. The way a deal is communicated, before and after announcement, can materially shape sentiment, reduce activist risk, and secure shareholder support. This is critical to an effective roll-out strategy. As we head towards Q4, I expect the strongest M&A outcomes will come from a combination of disciplined execution and a compelling strategic narrative.

Dear Coffee Lovers, what is brewing globally in the coffee industry ? The announced merger of Keurig Dr Pepper and JDE Peet’s has shaken up the global coffee landscape overnight. With combined coffee revenues of roughly $16 billion, the new entity now stands as a clear number two behind Nestlé, closing the gap in scale, portfolio, and geographic reach. Investors initially reacted with caution, sending KDP’s shares down by 10-12%, mainly due to concerns around leverage and execution risk. On the other side, JDE Peet’s shareholders welcomed the 20-33% premium, with the stock rallying nearly 18% on day one. From a strategic perspective, the logic is compelling: Keurig’s single-serve dominance in North America perfectly complements JDE’s broad retail, out-of-home, and capsule businesses in Europe, LatAm, and Asia-Pacific. The portfolio breadth - from Jacobs and Douwe Egberts to Peet’s, L’OR, Senseo, and Tassimo - is now unmatched, except by Nestlé. This breadth gives the new Global Coffee Co. a strong ability to compete across all price tiers and occasions. At the same time, procurement, logistics, and manufacturing synergies are expected to deliver $400 million in cost benefits within three years. The risks, however, should not be underestimated. The deal pushes KDP’s leverage to around 5x EBITDA, leading S&P and Moody’s to place ratings under review. Management must now prove it can deliver fast deleveraging milestones while maintaining growth investments. Another key challenge lies in system strategy: will the company focus on Keurig and L’OR as global scalable platforms, or continue spreading resources across multiple capsule systems such as Senseo and Tassimo? Failure to prioritize could weaken the global push. Nestlé, meanwhile, is unlikely to sit still. With Nespresso Club, Vertuo expansion, and the Starbucks alliance, the Swiss giant retains formidable moats in capsules and branding. At the same time, sustainability pressures around pods and packaging are growing louder, and any misstep here could expose the new Global Coffee Co. to criticism. In Europe especially, private label and discounter brands remain a structural threat. Still, the long-term opportunity is significant. If executed well, this merger could finally create a coffee champion with the scale, reach, and focus to challenge Nestlé in more than just regional markets. Clarity in system choices, visible synergy capture, and disciplined debt reduction will be the three measures investors watch most closely in the next 24 months. This merger has the potential to reshape global coffee competition for the next decade - but only if the new Global Coffee Co. delivers clarity, speed, and discipline. And reflecting on the wider industry impact: For coffee professionals worldwide, consolidation means fewer but bigger players. The challenge is to balance scale with innovation, and efficiency with authenticity. #internationalcoffeeconsulting

I lost half of a 9 figure exit in a legal battle nobody warned me was coming. That taught me more about exits than the win itself ever did. Most founders obsess over valuation and deal structure. Those matter, but they're not where exits actually break down. The real problems show up in the six months after you shake hands, when the lawyers start finding things and you realize the person you're selling to has very different ideas about what you just agreed to. Here's the exit advice I wish I had earlier in my career. → Get your legal house in order two years before you think you'll sell Every IP assignment that's missing, every contractor agreement that's messy, every ownership question that was never resolved becomes a weapon in diligence. You will pay for these in cash, time, or deal terms that gut your outcome. → Earnouts are just the buyer keeping your money until they decide whether to give it back If more than twenty percent of your deal is in earnout, you're not selling your company. You're becoming an employee with a lottery ticket. Most earnouts never pay out the way you modeled them. → Your lawyer needs to have done this before Corporate lawyers who've never closed an M&A deal will cost you millions. You need someone who's been through twenty deals and knows where bodies are buried. → Reps and warranties survive the close You think you're done when the wire hits. The representations you made create liabilities that can last for years. If something was wrong and you said it was fine, they will claw money back. → The best exits sometimes mean stepping aside before the deal If someone else can take the company further, bringing them in before you sell often creates a better outcome. The buyer wants to know the business can run without you. → Everything takes twice as long as they tell you When they say sixty days to close, plan for four months. You will be answering questions about things from five years ago. Keep running the business or it will crater during the process. → Your team will leave faster than you expect The best people often leave within six months because the culture changes and they didn't sign up to work for the acquirer. If you care about them, help them land somewhere good. → The headline number is never the number you actually get Working capital adjustments, escrow holdbacks, legal fees, taxes, and earnouts that don't pay mean the number you announce is not the number that hits your account. Model the worst case. → The exit isn't the finish line. It's just a different set of problems with more zeros attached. If you're building to sell, spend as much time on legal and financial cleanup as you do on growth, because the deal doesn't break down on vision. It breaks down on the stuff you ignored for five years. What's the exit advice you wish someone had given you?

Everyone loves to talk about the strategy behind M&A deals. But the thing I’ve learned watching FMCG leaders up close? Deals don’t fail because of bad strategy. They fail because of people. It’s never the financial model that breaks first — it’s leadership misalignment. I see it happen all the time in FMCG — especially in Private Equity backed environments. The model looks perfect on paper: → Acquire a few fast-growing brands → Roll them into a global portfolio → Drive efficiencies, cost synergies, market expansion But then the integration starts — and suddenly things look very different. Because what the spreadsheet doesn’t tell you is: → The founder isn’t used to quarterly board meetings with EBITDA pressure → The CMO is still running a startup playbook in a scaled organization → The CEO doesn’t align with the go-to-market model in a new geography → The commercial leaders can’t navigate two different company cultures merging overnight And this happens more than most will admit. In fact — Bain & Company data shows 70% of M&A deals underperform expectations. And culture is one of the top 3 reasons. In the FMCG space — where brands carry legacy pride and deeply embedded ways of working — leadership integration is no longer “important.” It’s non-negotiable. Great M&A outcomes today don’t just come from smart strategy. They come from: → Leadership teams that trust each other faster than the market moves → Leaders who can flex between entrepreneurial scrappiness and corporate discipline → People who know when to protect brand identity — and when to evolve it And here’s what I tell my clients: If leadership alignment is not your #1 risk mitigation strategy in M&A — you’re not just betting on growth. You’re betting on luck. The smartest investors I work with in FMCG? They’ve learned this the hard way. They’re doing culture diligence as seriously as financial diligence. They’re assessing leadership “integration readiness” before the deal closes. They’re hiring talent not just for operational excellence — but for the ability to navigate ambiguity, pressure, and transformation. Because the future of FMCG M&A won’t be won by the best strategy. It will be won by the best people. Drop me a message — I’m always up for a conversation on building high performing teams. #FMCG #ExecutiveSearch #PrivateEquity #MergersAndAcquisitions #Leadership #CultureIntegration #ConsumerGoods #HiringStrategy

Two of the biggest names in spirits potentially coming together is not just a headline… it’s a signal. Pernod Ricard and Brown-Forman exploring a merger would unite global scale with one of the strongest portfolios in American whiskey. On paper, it looks like a powerhouse combination. But the timing is what makes this interesting. This isn’t being driven by growth… it’s being driven by pressure. The spirits category has been navigating a tougher reality for a while now: - demand softening after the post-Covid rebound - increased price sensitivity from consumers - tariff pressures complicating international trade and valuations coming back down to earth In that context, consolidation starts to make a lot more sense. Scale becomes the lever: → stronger negotiating power across markets → more efficient route-to-market → ability to protect margins in a slower-growth environment But there’s a deeper question underneath all of this… Is this about unlocking growth, or protecting what already exists? Because the next phase for spirits won’t just be won through size. It will be won through: - relevance with the next generation of consumers - innovation across low/no alcohol and new formats and a much sharper understanding of where demand is actually moving Big moves like this reshape the competitive landscape, but they don’t solve the core challenge on their own. Curious to see how this one plays out...... Given the amount I’ve contributed to Jack Daniel’s sales over the years, I’m hoping I’ve unknowingly built up a small stake in the outcome 😉

Today, Lazard published our 2025 M&A Review and 2026 Outlook Report examining the historical quantitative and qualitative drivers of M&A, the additional factors that accelerated activity in 2025, and the emerging themes that could shape dealmaking in the year ahead.   Last year underscored the market’s ability to look beyond short-term volatility to pursue long-term strategic objectives. Global M&A value rose 40 percent in 2025, driven by a sharp increase in megadeals and further strengthened by strategic repositioning, divestitures, and a rise in take private transactions. North America led the expansion in activity, supported by a more accommodating regulatory environment, while technology, industrials, financials, and healthcare were the top sectors, with technology capturing over 20 percent of global M&A value. We expect this momentum to continue into 2026, with more stable financing conditions, rising corporate ambition, private equity monetization, and innovation-led opportunities.   Looking ahead, a key theme is the increasing importance of “contextual alpha”—the ability to navigate non-financial dimensions such as geopolitical dynamics, regulatory environments, macroeconomic conditions, and sector-level nuances to unlock deal value. You will also find in this report analysis from Lazard Geopolitical Advisory that highlights how geopolitical dynamics are increasingly shaping corporate strategy and playing a role in M&A decision-making.   At Lazard, we are defined by our ability to deliver independent, expert advice grounded in contextual alpha — helping leaders see beyond what the world sees today. With our deep local and sector expertise, and the conviction to speak truth to power, we help our clients navigate complexity, evaluate strategic options, and advance long-term objectives with clarity and confidence.   Read the full report: https://lnkd.in/ee_CvfU9