HOW BOUTIQUE FIRMS DISRUPTED THE M&A ADVISORY MARKET

“Boutique M&A Advisory model is the valuable puzzle that empower businesses and investors to proactively capture the wave of modern investment opportunities in Vietnam.” 

Binh Le – Co-Founder & CEO of ASART. 

The rise and aggressive development of M&A boutique firms 

Mergers and acquisitions (M&A) are the critical events marking the transformation of most businesses, either with ambition of conquering new markets, gaining market share, restructuring, or raising capital for business expansion. Considering its financial size and strategic significance, M&A activities usually do not happen more than once or twice in a business’ life span. 

Therefore, in most of the case, business owners, major shareholders, chief executives (CEOs), or chief financial officers (CFOs) without M&A consulting background would hardly have the necessary in-depth experience to carry out this process appropriately and efficiently. Even if they do have M&A experience, it is a big challenge or even an impossible mission to handle the entire process independently. The full-time guidance and support of an experienced advisory team, in this case, is highly needed to ensure the transaction’s success with maximized and fair interest for both sides. 

The value proposition of M&A advisors, in that context, has been clearly defined. 

M&A advisory services are currently provided by main key players such as: investment banks, multinational tax, audit, and consulting companies (Big 4), brokerages, and boutique advisory firms. 

Each model has its own strengths and weaknesses. However, the rise and aggressive development of M&A boutiques advisory firms in the past few years on a large scale has become an interesting topic that the Financial Times also once discussed in 2017 (Scola, 2017). 

 

The numbers that talk 

According to Dealogic Insights Research, total market value of global M&A advisory in the first half of 2020, heavily affected by COVID-19, was at its lowest level in the past 15 years (Dealogic M&A Highlight Report, 2020). Meanwhile, boutiques firms still hold their position with a slight increase in market share. According to Thomson Reuters, since 2015 the boutique firms have also been gradually taking up nearly half of the European market share (Anjuli Davies, 2016). Even though at the publish time of the report, some major deals underway have not been included yet, such as approximately $100 billion merger deal between Anheuser-Busch InBev and SABMiller. 

The position of boutique firms in the US and Australian markets has similar traits. Results from a study by Anna Loyeung, a Finance lecturer at the University of Sydney, published in the Australian Journal of Management, showed that the use of M&A advisory boutique had a positive effect on both buy-side and sell-side. When the deals are highly complicated and the disagreement between the two parties is at considerable level, buyers often approach boutique firms because of their outstanding specialization. Boutique firms can identify critical issues more accurately and close deals with better results. With the involvement of boutique firms, the market also perceives the deal more positively and the accumulated profit for both parties is also higher. 

Insights from the study has proved that boutique M&A advisory firms are very well appreciated for the outstanding value and excellence they bring. (Loyeung, 2018) 

 

The origination of “Excellence” 

So why the boutique firms, with modest scale, still be able to execute deals of such high difficulty and great value? The answer lies at the background and experience of their “captain”, originally senior expert from investment banks or consulting giants. 

M&A is an industry where companies with years of history and thousands of employees have brand recognition advantage; However, only a small percentage of this giant engine has M&A advisory function. The branding advantage, therefore, is being challenged by reputable boutique advisory firms, with the role of the “Captain” to directly manage and execute the transaction. 

The US and European markets have some typical examples such as: LionTree was founded by former UBS bankers, Mr. Aryeh Bourkoff and Mr. Ehren Stenzler in 2012; PJT Partners was founded in 2015 by Mr. Paul J. Taubman, a former senior executive at Morgan Stanley. Last year, a former Goldman Sachs investment banker, Gordon Dyal, also built M&A advisory boutique Dyal Co and later emerged as a key advisor to Switzerland’s Syngenta on selling it to ChemChina. 

In Vietnam, ASART is a pioneer in M&A advisory boutiques, founded in 2017 by Ms. Binh Le, a former senior executive and M&A expert, who has worked for two big corporations, KPMG and Lafarge. 

One of the impressive stories of Boutique M&A advisory firms’ success is the merger between two world-famous cement groups, Lafarge and Holcim, in which Ms. Binh also contributed. The $60 billion deal was advised by Zaoui & Co., an advisory boutique founded by the Zaoui brothers, who are former senior executives at Goldman Sachs and Morgan Stanley. 

From the limitations of “giant engine” to the strategy of differentiation by “specialization” 

Why do these “Captain” give up the desirable careers at large corporations to build their own brand names? Largely because they wanted to overcome the limitations of current models. 

M&A consulting in many multinational consulting groups is a secondary product and service besides core services such as financial products, proprietary trading, securities, insurance, audit, tax, and accounting. With undeniable strengths such as long history, reputation, number of employees, these cumbersome machines always have significant limitations such as the potential risks of conflicts of interest, capability of junior personnel, lack of flexibility and confidentiality. Additionally, the spread of services and pressure of cross-selling for other services are also concerned. 

The strength of boutique firms is well positioned by overcoming the above limitations. The “boutique” model focuses entirely on M&A expertise and competence, closely followed, and managed at all levels. A refined network of top-notch professionals allows them to assure clients of the right talent for the deal’s needs, while ensuring a deep and clear level of interaction, optimal deployment time, and the expense is considered worthy with the added value to the transaction they bring. 

Mr. Pieter-Jan Bouten, CEO of Greenhill, one of the advisory boutiques, once shared on Reuters: “We are not trying to sell multiple products. Our sole focus is on high-value-add advisory business, and as such we have no conflicts.” 

Ms. Binh Le, co-founder and CEO of ASART, shared: “As a professional and enthusiastic person in the field of M&A, I can observe many difficulties and unmet customer needs. Most M&A consulting services in multinational corporations are still led by regional personnel who do not have deep understanding of the Vietnamese cultural background and market, or by local personnel who do not have much experience in M&A. In addition, there are many brokers or freelancers who are misleading about the work and true professional nature of this industry. Therefore, when given the opportunity, I determined to build an independent model focusing on solving M&A issues in Vietnam with the pioneering principles of compliance with international standards, local understanding, sustainable strategy and transparent financial execution.” 

Boutique M&A Advisory model as a valuable puzzle to complete the investment landscape 

With its impressive growth recently, Vietnam has become an attractive destination for investment capital flows. Previously, M&A activity was considered as a new concept. However, it has gradually gained more practical perspectives and become an exciting practice recently. Still, many Vietnamese enterprises are still confused when facing important decisions with capital raising and receiving investment, especially choosing a suitable consultant as a starting point. 

According to Ms. Binh Le, although Vietnamese market in general and particularly M&A consulting industry are still very new, they do have many similarities with the global trend. With outstanding advantages in terms of specialization, the boutique M&A advisory firms will be a valuable puzzle that empower businesses and investors to proactively capture the wave of modern investment opportunities in Vietnam. 

One of ASART’s customers, a large multinational corporation in the world with established investment in Vietnam for a long time, shared: “I really appreciate that ASART regularly introduces many investment opportunities in different business sectors in Vietnam, which helps us to understand not only the details of specific projects but also the trends and movements of certain industries such as healthcare and consumer market. To be honest, many projects are brought to us by famous multinational consulting firms, but information and general trading conditions of the projects are not what we really need, but rather the true voice and intentions of the owners of the target companies, as we always want to find strategic partners in Vietnam on a long-term basis. I understand Vietnamese people are good and proud on themselves but a bit shy with foreigners, so they tend to be afraid to open. ASART is an advisory boutique in Vietnam so the company can communicate openly and honestly with its clients. That’s what we got when we talked to ASART and hope to continue to be like that.” 

Vietnamese businesses as well as investors need to be extremely wise in their strategic and financial steps to expand their business activities in a sustainable way. Developing or asserting a brand name by M&A is a path combined of both roses and thorns. Every step and growth need reasonable calculations and a vision of the big picture, otherwise the cost will be significant 

When large investors approach the target company, they often bring an “aggressively” experienced team to well settle their position. Therefore, Vietnamese business owners also need to have a qualified team with equivalent position to ensure fair interests and benefits in every step, especially on the negotiating table, Ms. Binh added. 

Huong Ngo

Acting Chief Growth Officer ASART Deal Advisory 

 

 

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