Editor's Note: Take a look at our featured best practice, M&A Sell-Side Process Letter - Phase I and Phase II (5-page Word document). What is the M&A process letter? The M&A process letter is a template or example which assists transaction advisory consultants, investment bankers, and M&A practitioners with a sound basis from which to outline the proposed transaction steps in an M&A process. As the M&A process progresses [read more]
Implementing Virtual Data Room in Your Business: Pros and Cons
Also, if you are interested in becoming an expert on Post-merger Integration (PMI), take a look at Flevy's Post-merger Integration (PMI) Frameworks offering here. This is a curated collection of best practice frameworks based on the thought leadership of leading consulting firms, academics, and recognized subject matter experts. By learning and applying these concepts, you can you stay ahead of the curve. Full details here.
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Using virtual data rooms (VDRs) to perform various business transactions, including mergers and acquisitions (M&A) has become popular in recent years for their flexibility, security, and convenience. M&A data room is convenient for businesses because it can handle even the most sensitive data and conduct business activities with heightened security.
Traditional data rooms are a physical space full of documents necessary for a specific transaction. The room can be anywhere from the headquarters of the company to the law firms or even bank locations, whichever is more convenient.
Businesses control the access to data rooms by security, surveillance cameras, and other tight measures, making sure that the sensitive documents aren’t accessible to others.
Limitations of Physical Data Rooms
The best data rooms for M&A for years have all been physical rooms until the popularity of the virtual data rooms increased over the last couple of decades. The major limitation of physical rooms is that only a few people or one team is allowed inside at a time. This can make the already long due diligence process even lengthier.
Going through physical documents takes significantly more time than reviewing them virtually. As a result, physical data room due diligence might take substantially longer, wasting the most precious commodity in business – time.
With increased globalization and the decentralization of businesses, companies from all over the world can be interested in making a deal. To carry out due diligence, companies have to send their team to wherever the physical room is located, possibly in another state or even a country.
Traveling and lodging can be expensive, especially when the teams who conduct the M&A usually consist of several people. Even for major corporations, this is an additional fee to pay for a deal that they may or may not pursue. Therefore traveling to a data room is a waste of time and money.
Advantages of Virtual Data Rooms
There’s a good reason why even the largest businesses opt for virtual data rooms. They are reliable, easy to use, and they speed things up.
A good understanding of the due diligence is ingrained in the top data room providers M&A process since they understand how to handle your sensitive data while not wasting any time. Besides, they offer lots of critical business benefits, such as the following:
- Easy access to data. The data room software allows multiple people or several teams from different companies to access the documents at the same time.
- Less expenses on rental and travel. This reduces the expenses of traveling and renting data rooms, as well as makes M&A transactions proceed more smoothly by allowing several interested parties to review the documents at the same time.
- Encryption at rest and in transit. The online data room software also has enhanced protection, ensuring that no one who is not supposed to be there is granted access to your sensitive documents.
- Advanced data protection. Many data room providers offer encryption services, special passwords, and a high degree of control over your documents. This guarantees that M&As go smoothly without any hiccups along the way. The due diligence process is also sped up significantly thanks to the virtualized procedure.
- Additional security for bidders. For the bidders, virtual data rooms are more advantageous, because they are protected from being visible to their competitors. The high security that virtual data rooms provide also includes a certain degree of anonymity that the bidders can benefit from.
- Environment-friendly service. In addition, physical data room M&A can have a significant environmental impact, since there are usually hundreds or even thousands of pages that need to be printed. Virtual data rooms eliminate the need for printing and wasting paper, making your company more environmentally conscious while also cutting costs.
- Lower operational costs. VDRs used for M&As offer a lower price and significantly speed up the due diligence process, everything that businesses nowadays value.
All these benefits also come with great security that protects you and your business.
Cons of Virtual Data Rooms
Many of the pros that set the VDRs apart from traditional data rooms, can also be their downfalls.
- The selection process is difficult. Most data room services offer a great deal of protection; however, you must be careful when choosing the company you trust. Choosing the right VDR provider can be tricky for novices. You must keep in mind what it is that you’re looking for in a VDR. The offered services differ by price, level of security, customizability, and much more.
- Pricing depends on various factors. While virtual data rooms are generally cheaper than physical rooms, if you want numerous different services and a high level of customization of your room, the price can become higher.
Before you decide to go forward and close the deal through a virtual data room, make sure to research the company, see their reviews, and only decide if you trust the company or not.
To stay clear of malicious programs or hackers, you must invest in a secure dataroom to protect your documents and save potential bidders from making their information visible as well.
Conclusion – Are the Virtual Data Rooms Worth It?
If you put enough research and effort into finding the best data room providers, you will be amazed at how simple the process can be.
Both for you and your business partners, M&A virtual data room provides excellent security and flexibility without ever needing to travel and meet up in real life.
Slowly, the physical data rooms are becoming a thing of the past. Choosing the right VDR provider can prove to be a great investment for the future of your company.
Due diligence can be a lengthy process, sometimes taking months to complete. Thanks to virtual data rooms, costs and security concerns associated with physical rooms are almost completely eliminated, making it a cheaper and safer bet for a company of any size.
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M&A is an extremely common strategy for growth. M&A transactions always look great on paper. This is why the buyer typically pays a 10-35% premium over the of the target company's market value.
However, when it comes time for the Post-merger Integration (PMI), are we really able to capture the expected value? Studies show only 20% of organizations capture projected revenue synergies and only 40% capture cost synergies. Not to mention, the PMI process is typically very painful, drawn out, and politically charged, often resulting in the loss of key personnel.
Learn about our Post-merger Integration (PMI) Best Practice Frameworks here.
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About Shane Avron
Shane Avron is a freelance writer, specializing in business, general management, enterprise software, and digital technologies. In addition to Flevy, Shane's articles have appeared in Huffington Post, Forbes Magazine, among other business journals.Top 10 Recommended Documents on M&A
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