According to KPMG and others, “the boom is back.” M&A has reemerged as a leading growth strategy in the United States thanks to low interest rates, record stock prices, improving employment numbers and an abundance of cash. How can your company best prepare and execute communications strategies on its transactions, including mergers, acquisitions, IPOs and spin-offs? Hear advice from our panel of experts based on their diverse, recent and real-world experiences. We’ll talk about how to combine best practice approaches with company-specific circumstances to effectively reach, influence and engage critical stakeholder groups during sensitive events in order to protect and enhance enterprise value. We’ll also cover the critical aspects of M&A and other transaction communications – including the best practices and pitfalls of deal communication, management of different constituencies, consistent messaging across audiences, preparation for proxy votes, timelines, and much more.
4:30 - 5 p.m. Registration & Networking
5 - 6 p.m. Program
6 - 7 p.m. Networking Reception
The Metropolitan Club
map
Willis Tower
233 South Wacker Drive, 66th floor
Chicago, IL 60606
Panelists:
Mike Steele, CFA
Vice President, Investor Relations, Office Depot, Inc.
Mike Steele became head of investor relations at Office Depot in 2014 after its merger with OfficeMax. Steele joined OfficeMax in 2007 as its director of investor relations and was promoted to senior director in 2010 and vice president in 2013. Previously, Steele served in key financial roles at several large public corporations, including mergers and acquisitions, treasury, financial planning and credit analysis. He received his bachelor’s degree from Northern Illinois University and MBA from Loyola University Chicago.
Varvara Alva
Vice President, Investor Relations and Treasurer, Gogo
Varvara Alva joined Gogo as its treasurer in 2008 and was promoted to treasurer and investor relations director in 2011 and vice president of investor relations and treasurer in 2013. Gogo (previously Aircell) became a public company in 2013 and is an aero-communications service provider offering in-flight Internet, entertainment, text messaging, voice and other communications services to the commercial and business aviation markets. Alva was instrumental in leading the company through its IPO and closing and communicating several financing transactions, including its most recent offering of $360 million of convertible notes. Earlier in her career, Alva was director of corporate finance with eCollege.com, spearheading long-term planning, forecasting and other financial analysis functions and supporting investor relations activities. Alva received a bachelor’s degree in business administration and computer information systems from Colorado Christian University, a master’s degree from St. Petersburg University of Economics and Finance, and another master’s degree in finance from the University of Colorado - Denver.
Mark D. Gerstein
Global Chair, Mergers and Acquisitions Practice, Latham & Watkins LLP
Mark Gerstein focuses on mergers and acquisitions (both in the United States and globally), corporate governance (including in the restructuring context) and takeover defense planning as global chair of the M&A practice at Latham & Watkins. He has frequently represented special committees of boards of directors, bidders and financial advisors in going-private and other conflict of interest transactions. His experience also includes advancing and defending both friendly and unsolicited tender offers, and he has similarly represented both insurgents and management in proxy contests for the control of public companies. He received his bachelor’s degree from the University of Michigan and JD from the University of Chicago Law School.
Moderator:
Brad Wilks
Midwest Managing Director, MSL Group
Brad Wilks oversees MSL’s offices in Chicago and Detroit. He is an award-winning PR/IR professional with nearly 30 years' experience providing corporate and financial communications counsel to clients. His expertise includes investor relations, media relations, M&A communications, crisis communications, shareholder activism, initial public and secondary offerings, litigation support, corporate positioning programs and B2B marketing. Earlier in his career, Wilks headed the Chicago office of Sard Verbinnen and the Chicago office of Ogilvy Public Relations and was a senior vice president and partner at Fleishman-Hillard. Wilks has a bachelor’s degree from Indiana University and a master’s degree from Ball State University.
Key Takeaways:
M&A is on the increase – and affecting Chicago-area companies and IROs.
The last record year, 2007, had $4.1 trillion in transactions, and 2015 looks to exceed that record. Factors include today’s low interest rates, consolidation in many industries, hungry acquiring companies willing to pay hefty premiums, and lucrative change-in-control compensation packages for the CEOs of acquired firms. Chicago-area companies in play and transactions completed include Heinz/Kraft; AbbVie/Pharmacylics; Hospira/Pfizer; United Health/Catamaran and Integrys/Wisconsin Energy.
IR must be integrally involved in the transaction team to represent investor interests.
As IRO, you know shareholders’ perspectives and interests best. Of course, your objective – creating long-term shareholder value – may not be aligned with those of the bankers, lawyers and proxy solicitors on the transaction team, who may simply want to get the deal done. It’s not unlikely that you feel you’re not on an equal footing because they do M&A all the time, while you may be involved in only one or two transactions during your career. Despite your relative lack of experience, you can add value by representing the shareholder side of the equation and setting realistic expectations. If you don’t have a seat at the table, your company may be inappropriately positioned, valuations may become skewed – and post-deal, you’re the one coping with dashed investor expectations.
Make sure your messages to various stakeholder groups are consistent.
Consistency of messaging fosters your company’s credibility among the multiple stakeholder groups that see and hear transaction communications. Employees are an especially critical audience and may be ultra-sensitive about what is being communicated. Also consider vendors and large customers.
Limit the members of senior management with external communication roles.
Reduce the risk of inconsistent messaging by keeping the number of “public-facing” members of senior management as limited as possible – both before and after the transaction concludes. Focus your communication about the deal framework at a high level and balance the positive and negative aspects.
Not all mergers are alike.
During the time between the announcement and close of a merger – which can be months – how you operate depends a great deal on the type of transaction. If it’s a merger of equals, both companies tend to tell their stories and operate as usual. When one of the parties is much larger and is acquiring the other, the target company usually takes a back seat and lets the acquiring company drive the communications.
Enlist the lawyers.
Your lawyers understand all aspects of the transaction very well. They can help keep your team on track on the various requirements, timelines and logistics.
The antitrust environment is evolving.
The emergence of newer channels is changing the antitrust environment. For example, the FTC rejected the merger of Office Depot and Staples in 1997 on the grounds that they were both major players in their industry – but allowed the merger of Office Depot and OfficeMax in 2013 because the competitive situation had changed, with the advent of more e-businesses and especially due to Amazon’s breadth of offerings.