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Data rooms for mergers and acquisitions


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Why and how to use an M&A data room

M&A deals can be overwhelming for all parties involved. These deals involve many repetitive and tedious tasks like document requests and reviews, which prolongs the process and makes it inefficient.

However, there is a great solution — the M&A data room. It’s designed with complex transactions in mind, so it allows users to work effectively throughout the whole deal lifecycle.

Acquiring a virtual data room is a highly valuable and beneficial investment because it provides M&A participants with immediate access to the most up-to-date information and ensures effortless and fast data sharing.

What is an M&A data room and what are its benefits? How to organize it for an M&A transaction? And what documents to prepare and include? Find the answers in the guide below.

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What are mergers and acquisitions?

Mergers and acquisitions (M&A) is the consolidation of companies or assets through various types of financial transactions. People often use the terms mergers and acquisitions interchangeably. Yet, they have slight differences in meanings.

An acquisition is when one company takes over another, gains control of that company, and establishes itself as the new owner.

A merger is when two companies of approximately the same size join forces and consolidate into one entity. They often come up with a new name.

But from an economic point of view, both mergers and acquisitions typically result in the consolidation of assets and liabilities under one entity. That’s why the difference between the two terms is still not clearly defined and even not that important.

There is not a billion-dollar company that hasn’t participated in at least one M&A transaction. This is because M&As have numerous advantages:

  • Improved economic scale
  • Increased market share
  • Increased financial resources
  • Reduced competition
  • Reduced risk

Still, there are many challenges companies face during M&A transactions:

  • Data security. As M&A involves storing and sharing many confidential documents, complex financial transactions, and constant communication with multiple parties, security measures are always the top concern.
  • A large volume of confidential data. Successful M&A is impossible without a considerable due diligence process which requires a big corporate document repository and involves lots of file sharing.
  • Resource consumption. M&As take much time and money, distracting executives from important business tasks and making them concentrate on things like document storage or document management.

To cope with these challenges, virtual data rooms offer specially designed tools and features to ease secure document sharing, speed up a due diligence process, and facilitate decision-making.

Let’s take a closer look at virtual data room providers and see how they can be helpful during M&As.

What is an M&A data room?

An M&A data room is a secure online repository that potential buyers and sellers use in financial transactions dealing with mergers and acquisitions, due diligence, initial public offering transactions, fundraising campaigns, real estate deals, and many more. Data rooms contain a wide range of documents relating to the target company, including financial statements, customer lists, contracts, product information, market research data, and other business records.

Compared to physical data rooms, this solution is much more efficient and practical. Virtual data rooms simplify the M&A process, making it easier to approach and prepare for the deal. Using virtual data room software, you can access and analyze financial statements, confidential documents, and other information quickly and securely.

The best thing is that relevant stakeholders can access information from any internet-connected device, making it easier to negotiate a successful purchase or merger. It also provides for secure communication between the two parties, ensuring that confidential data is not exposed or misused.

How To Choose An M&A Data Room?

Although they may look similar, it’s important to compare virtual data rooms before choosing the right one for mergers and acquisitions. There are a few major factors to consider when choosing an M&A data room:

  • Security. This aspect is paramount when it comes to M&A data rooms. Make sure the virtual data room you choose has strong encryption, user access controls, two-factor authentication, and other security measures in place to protect confidential information.
  • Functionality. Look for a solution that offers tools that improve the deal management process. These include features like document review, file sharing, due diligence process, multiple file type support, and negotiations.
  • Compliance. The best virtual data rooms are compliant with industry-standard regulations.
  • Pricing plans: Cost is an important factor when choosing an online data room. Look for virtual data room vendors that offer transparent pricing with no hidden fees, as well as discounts for long-term contracts.

Ideals is one of the finest VDR options because it combines superior security protocols with a wide portfolio of functions. Datasite is another quality solution for clients conducting due diligence in the M&A market. Both of these are great options for businesses looking to purchase or merge with another company.

Step-by-step preparation of a virtual data room for M&A

  • 1. Gather and structure documents
  • 2. Assign administrators
  • 3. Upload all documents
  • 4. Invite other authorized users
  • 5. Continue maintaining data room

1. Gather and structure documents

It’s important to identify all the necessary documents and analyze how to organize them by categories and topics and designate restricted folders. It’s worth creating a plan for your virtual data room. Consider the following questions:

  • What documents will be required during the due diligence process?
  • How much capacity will you need to store all of your sensitive documents in the VDR?
  • How many users are expected to work within the data room?

You need to break down the process into smaller, more manageable tasks and create a checklist. It will make uploading files to the data room much easier, and there will be less chance of forgetting something important during folder organization.

2. Assign administrators

Here you need to focus on admin responsibilities. It usually includes setting document access, creating and managing folders, inviting users, and maintaining the VDR. There should be a balance when providing access to the virtual data room, as inviting more users leads to more transparency and advanced communication.

It’s recommended to assign at least two administrators to monitor all activity within the M&A data room. It will also help to speed up the preparation process of the M&A data room.

3. Upload all documents

You need to upload all relevant files which are going to be used during the deal lifecycle. It’s also important to keep all documents updated regularly. Outdated documents are not valuable during the M&A process — some financial documents may be the only exception.

Also, you should regularly check whether documents in the data room are still relevant and useful to avoid wasting storage capacity. Storage space can get expensive, so make sure you use it efficiently.

Don’t forget to remove unnecessary files from your folders, such as thumbnail caches and temporary office files. There are also several common ways to upload documents to the data room, including:

  • Direct uploads. The admins manually upload all files to the data room.
  • Syncing local folders. The user that uploads files can organize the folder structure from a local storage device and then sync the content with the virtual data room.
  • Delegating uploads. All files uploaded to the data room go into a preparation folder where an administrator can review and approve them.

4. Invite other authorized users

When it comes to inviting other users to your M&A data room, security is the top concern throughout the deal process. Virtual data room vendors provide a wide variety of security features, such as two-step authentication, advanced encryption, digital watermarking, user access permissions, and activity tracking.

When you invite new users to your virtual data room, consider the following questions:

  • Which documents should I restrict access to?
  • Which users should have the authorization to edit files?
  • Is it possible to track user activity within the virtual data room?
  • Do I need an NDA for new users?

After answering these questions, you can decide what to share with potential buyers and other parties involved. Keep in mind that involving too many people in a deal increases the chances of a data breach. You should only give essential people access to your VDR. Furthermore, administrators should continually track the room’s user activity to help avoid leaks.

5. Continue maintaining data room

Now that you have everything set up, remember to keep up with your data room’s maintenance. Always keep documents up-to-date, manage comments and questions in the Q&A section, and manage user permissions and groups. The admins should also review user activity to better understand which files are the most interesting to potential buyers or investors.


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Сommon mistakes in the M&A data rooms maintenance

The M&A process is often complex and convoluted. In such circumstances, it is vital to ensure everything is done properly and securely. Common mistakes that can occur during the M&A data room maintenance include the following:

Incorrect permissions.

It’s essential that everyone involved in the process has appropriate access rights so they can view and manage information as needed. This is why you should check and double-check the permissions setup to ensure no one has access to confidential documents without authorization.

Unsigned documents.

Make sure all documents are correctly signed before uploading them into the data room, as this can be a time-consuming issue if not done properly.

Incomplete information.

All relevant documents must include complete information. This includes the names of all parties involved in the acquisition, as well as necessary capitalization tables, financial statements, and patent documents.

Incomplete patent documents.

Patent documents should include every detail associated with a potential deal, including amendments or modifications that may have been made to existing patents.

Incomplete capitalization table.

The capitalization table should include all issued and outstanding shares, as well as their respective prices. Only by having this information can other stakeholders accurately assess the financial situation of the acquiring company.


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Documents to include in an M&A data room

The most common documents needed for M&A transactions include:

1. Legal documents (company and legal structure, trade register excerpts, overview of IP and trademarks, by-laws)

2. Intellectual property (licenses, approvals, permits, and certificates)

3. Agreements (shareholders’ agreement, list of all lease agreements)

4. List of current shareholders, officers, and directors

5. Customers (standard customer contracts, list of the company’s 20 largest customers or channels)

6. Supplier documents (top three supplier agreements)

7. HR documents (standard working contracts, CVs of key personnel, employee details, contracts of key employees)

8. Finances and taxes (tax accounts, financing agreements, audited financial statements)

9. List of insurance policies

10. Current management reporting and business plan

How virtual data room services benefit M&As

The best virtual data room software for M&A can bring much value to companies involved in complex transactions. Here are the most important advantages of using an online data room for mergers and acquisitions:

  • Security. The best virtual data room solutions for M&A deals provide such features for data protection as activity and document tracking, encryption, audit trail, and watermarking. Using these features will minimize the risk of a data breach during complex transactions.
  • Easy collaboration. Virtual data rooms simplify collaboration because they can be accessed from any place at any time, as all files are stored in the cloud. Therefore, users can benefit from integrated communication and collaboration tools. An M&A data room helps to keep everything organized and easily manageable.
  • Time and cost savings. Using online data rooms eliminates the need to travel for document review. Also, there’s no need to rent physical data rooms, as everything is stored in the cloud and can be accessed through an internet connection.
  • User activity tracking. As a VDR user, you get reporting tools that allow you to see each document’s user activity within the data room. The administrators have full control over all sensitive data.
  • Ease of use. Most virtual data rooms are very user-friendly and have an intuitive interface so that even less tech-savvy users can onboard easily. Among the most helpful features are multilingual access, single sign-on, no-plugins, and mobile apps.
  • Customization. Online data room providers let users customize their virtual space. For example, users can upload their company’s logo and adjust theme colors to promote their brand. They can also customize headers and footers in documents.

Key takeaways

Here are the key points to know about due diligence data rooms:

  • Due diligence is the process of assessing the commercial potential and value via thorough documentation analysis
  • A due diligence virtual data room is a virtual online repository created specifically for conducting the due diligence process.
  • VDR improves due diligence by protecting data, improving communication, creating checklists, and enabling customization features.
  • Choose a data room based on features like security, user interface, customer support, and free trial or demo

A virtual data room adds value to the due diligence process. Visit our main page to compare virtual data rooms and choose the best providers for due diligence available on the market.

FAQ

What is a data room in M&A?

A data room in M&A is a digital repository of all documents related to a potential merger or acquisition. It provides an efficient way for both parties to view and exchange information, enabling them to make informed decisions about the deal. 

How do I set up a data room for my M&A?

Set up a data room for M&A by gathering and organizing relevant documents, assigning administrators, uploading all documents, and inviting other authorized users. To ensure the process runs smoothly, make sure to double-check permissions, review all signed documents, and include complete information in each document. 

What are the best data rooms for M&A?

The best data rooms for M&A are the ones that fulfill your needs, including features like document review, file sharing, due diligence process, and negotiations. Popular VDR solutions include Ideals, Intralinks, and Datasite. Both of these offer advanced security standards and a wide range of practical features.

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