Better. Not Broker.

Broker560

 This is a sad story about the decline of a small town manufacturer. When the economy went into recession, the company contracted from $6MM to $4MM and became unprofitable.

The owner hired a broker to sell the plant. A year passed without any offers from any qualified buyers. Another broker was hired. Of course, by now, the ‘for sale’ issue was universally known throughout the town and morale plunged. Know what else plunged? Business. Being ‘for sale’ is not a great position to have when trying to land new clients. Their revenue contracted further to $3.5MM. They became more unprofitable.

That year also passed with no offers from qualified buyers.

So the owner hired a third broker. And lo and behold….

Continue reading “Better. Not Broker.”

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The hidden cost of acquisition

Binoculars560

Tom was a proud father. After ten years in lesser positions at his business, his two children (Sara and Jim) were to begin higher level participation. Tom did have a lot to be proud about – his mom and pop shop had grown into a multi-million dollar enterprise that was a significant employer in an out-state town and his children had completed college and had chosen to be part of the family business. Continue reading “The hidden cost of acquisition”

The Grinch Thank Stole Business

iceberg picAfter years of growing a profitable business in the northern suburbs, Marvin woke up one morning and knew that it was time to get out. Now, it just might’ve had something to do with a very cold temperature and continued frozen forecast. But for whatever reason, Marvin’s brain flipped a switch and retiring and moving south were all he thought about.

Well, as luck would have it, a fellow Rotary member named Alan, expressed an interest. They sketched out an agreement then had Al’s lawyer put it in legalese. Inside of thirty days, Marvin had put his house on the market and moved to Florida.

It was everything Marvin had dreamed about: moderate temperatures, relaxed schedule, and the beginnings of a social life.

Three months into retirement all was going well. His Minnesota house had sold. Alan’s business purchase payments were coming in steadily.

Six months into retirement he couldn’t believe he hadn’t done this sooner. But Alan’s payments were starting to be late…

Continue reading “The Grinch Thank Stole Business”

Beyond Acquisition

best sharkThe old model of acquisition has proven to have a big downside.

Studies at Harvard, Deloitte, Wharton and other credible organizations show that more than half of acquisitions destroy value, and that only 25% of transactions create sustainable ongoing value (these numbers don’t reflect acquisition efforts that fail to be completed).

How to become part of the 25% that create sustainable ongoing value? Continue reading “Beyond Acquisition”

ACQUISITION MINI MBA

Better Process = Better Candidates
Better Transactions

* Acquire key tools to help your company effectively locate the right acquisition/joint venture candidates and complete the best transaction with the greatest efficiency.

* Discover the best strategy, resources, & process (learn where to find the biggest available pool of qualified candidates, how to attract them, & how to manage multiple candidates over time).

* Create a meaningful corporate criteria model (to measure candidates by).

* Get the best information management systems & learn the difference between golden information & useless data.

Negotiations, integration, and relationships (from beginning to end) successful acquisitions require financial and non financial understanding and monitoring.

Combine team building with effective methods, resources, and training.

Organize your team around a powerful approach to finding the best targets and completing successful acquisitions for your company.

On your site or at our location.

Contact; Mike@PackardAcquisitions.com

952-542-9318


PackardAcquisitions.com

M & A Attorney’s Blog

When was the last time a client brought you in on an acquisition early? You know, before the deal was inked and marching orders were not just “get this done in 60 days and don’t screw it up”.

This message is for you.

It demands thinking outside the box and may cause anxiety (but read on…it could lead to better results for you and your client).

There is no question that the dismal results coming out of M & A are not attributable to poor work done by M & A attorneys.

Rather, it is the client’s poor approach to search, execution, and integration that goes into the process of finding and completing transactions.

Big egos and The Wild West still live on in M & A, and you, the M & A attorney are (unavoidably) a part of this inefficient and high risk process.

Here is the big secret.

Find and get to know reputable providers of research and integration services and recommend them to your clients.

By definition, if your clients are working with smart front end researchers and integration people, you will be brought in early (because of A, professional courtesy, and B, they can’t do their jobs without you).

Research and integration done properly;

* find an improved field of more qualified target candidates,

* that are put on a better prepared path of transition and integration,

* which almost insures that you will be involved in the process earlier to ask the right questions and find the real answers.

= More success, less failure, happier clients, & longer term engagements with healthy clients.

Think about it.

Mike Tikkanen

Mike@PackardAcquisitions.com

M & A SPECIAL CIRCUMSTANCES

This is part of an article first appearing in the Twin C ities Business Magazine (July 2009) & was written by Ingrid Case,

Mergers and acquisitions have decreased sharply-except where they haven’t.

….With private equity firms less able to pay top dollar for companies, sellers are less eager to part with their firms—particularly when they remember what those firms might have sold for two years ago. “There is a gap between what sellers consider a reasonable value for their business, and what buyers are willing to pay,” D’Aquila says.

The combination has private equity firms spending time working to manage and improve existing portfolio companies, or sometimes to restructure existing deals. Though some private equity buys still happen, the group as a whole has taken a back seat to strategic buyers.
Pockets of Activity

Sellers who can wait are often sitting tight, declining to sell until valuations recover. “Sellers who are in no hurry have no reason to sell,” says Bruce Engler, head of the M&A group at Minneapolis law firm Faegre & Benson, LLP. “They’ll wait until things get better.”

Some business owners, however, are motivated to sell. A few have health or family issues. Many are concerned that their firms won’t survive the current economic downturn unless they sell. “These are companies selling from a position of weakness,” Engler says, adding that such firms can change hands for as little as two times EBITDA.

Other business owners have little choice about selling. “If it’s a public company, the board of directors have to sell if they think it’s in stockholders’ best interest,” says Ivar Sorensen, managing partner of The M&A Group, a private investment bank in Minneapolis.

Or the firm could be the target of a hostile takeover, an increasingly common possibility in light of significantly reduced stock valuations, says Mike McFadden, co-CEO of Minneapolis-based private investment bank Lazard Middle Market.

When deals do take place, the buyer isn’t always a private equity firm, as was so common in the past few years. Instead, strategic buyers are once again the most competitive and active buyers of other firms.

“Corporate players are better able to make strategic investments now because the competition from the private equity firms has been tempered,” Sorensen says. “Corporations are sitting on huge amounts of available capital. They had a long run of very profitable operations, up until recently. Some have reported huge losses in 2008, but those aren’t always cash losses—they can be write-offs of intangible assets such as goodwill, which has no impact on cash flow, and may even help cash flow by reducing tax liability.” That puts them in a great place to buy.

Strategic buyers are typically looking for a bargain, says Cliff Allen, vice president of business development at Minnetonka-based Packard Acquisitions, which finds businesses that meet prospective buyers’ requirements. “People are looking for deals, for good properties that are undervalued,” he says. They hope to pay a price equal to perhaps four times an acquisition’s EBITDA—saving two to three multiples compared to what they might have paid in 2007.

Cliff Allen

Packard Acquisitions
Researching and Profiling
Privately Held Companies for Acquisition

Cliff Allen

Office/Cell: 651-226-2853 Fax: 651-578-7567

www.packardacquisitions.com


read whole article

http://www.tcbmag.com/industriestrends/bankingandfinance/117331p1.aspx
Have something to add? Your own business wit?

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Preparing to Make an Acquisition

Preparing to Make an Acquisition
Given the current economic conditions, you may
be facing an opportunity to acquire a long-time
competitor who is now struggling. Acquisition
might open the door to a new market, or it might
mean the addition or expansion of a line of
complementary products.
Some acquisitions, like marriages, are made in
heaven. Such a union of two companies can
boost revenues, cut costs and increase market
share. Other deals – also like some marriages –
are made in hell. There are turf battles,
management deadlocks and employee morale
issues that can easily undermine the entire deal.
The challenge in making an acquisition work is
to define and then stick to a solid process – from
target selection to approaching your commercial
bank for financing.
Assuming you have decided to embark on an
acquisition strategy, how do you identify an
appropriate target?
The “right” opportunity might mean gaining
access to a cutting-edge technology, or bailing
out a financial or management distress situation.
The result may be reduced costs due to increased
synergies, or positioning the new organization
for growth.
When selecting a target, one or more of the
following outcomes should be expected:
1. The deal will lower your overall costs.
2. You will be able to increase the combined
company’s market power by spreading the
stronger brand name over a wider product or
service base.
3. The acquisition will change the competitive
landscape.
Once you have eyed your target, serious due
diligence begins. Let’s look at some potential
pitfalls that would need to be addressed:
1. Compelling strategic rationale. Make sure
you can answer the question, “Why am I doing
this?”
2. SWOT analysis. Have you identified the
company’s core strengths, market
opportunities, and any potential threats?
3. Customer satisfaction. What are the
customers of the target company buying, and
what do they define as satisfaction?
4. The “people” factor. If you are not paying
attention to employees and what this means to
them, you can kiss a great outcome goodbye.
Now, when it comes to actually financing the
acquisition, you’ll no doubt talk to your
commercial banker. At Fidelity Bank, we
consider ourselves an impartial third party in
helping our clients in acquisition mode,
beginning at the exploration stage. Let’s take a
look at some critical issues we like to keep in
mind when working with a client who is
seeking financing for an acquisition:
1. Payback. Before making that critical “go,
no-go” decision, you need to measure
objectively the payback period on the purchase
price.
2. Not So Sudden Impact. Set realistic
expectations. Do not underestimate the
challenge of achieving synergy and savings.
3. Consider Collateral. Remember, however,
that advance rates on many asset types have
decreased during this economic downturn.
4. Structurally Sound. The important thing
here is to keep in mind that all the pieces of the
deal have to cash flow, especially with bank
financing playing a smaller role in the overall
structure of acquisitions.
Showing your commercial banker that you
have considered each of these last four areas
and have addressed all the issues covered above
will contribute significantly to getting the deal
done, quickly and efficiently.

First appearing in the Minnesota Business Journal 4/19/09

Given the current economic conditions, you may be facing an opportunity to acquire a long-time competitor who is now struggling. Acquisition might open the door to a new market, or it might mean the addition or expansion of a line of complementary products. Some acquisitions, like marriages, are made in heaven.

Such a union of two companies can boost revenues, cut costs and increase market share. Other deals – also like some marriages – are made in hell. There are turf battles, management deadlocks and employee morale issues that can easily undermine the entire deal.

The challenge in making an acquisition work is to define and then stick to a solid process – from target selection to approaching your commercial bank for financing. Assuming you have decided to embark on an acquisition strategy, how do you identify an appropriate target? The “right” opportunity might mean gaining access to a cutting-edge technology, or bailing out a financial or management distress situation. The result may be reduced costs due to increased synergies, or positioning the new organization for growth. When selecting a target, one or more of the following outcomes should be expected:

1. The deal will lower your overall costs.

2. You will be able to increase the combined

company’s market power by spreading the

stronger brand name over a wider product or

service base.

3. The acquisition will change the competitive

landscape.

Once you have eyed your target, serious due

diligence begins. Let’s look at some potential

pitfalls that would need to be addressed:

1. Compelling strategic rationale. Make sure

you can answer the question, “Why am I doing

this?”

2. SWOT analysis. Have you identified the

company’s core strengths, market

opportunities, and any potential threats?

3. Customer satisfaction. What are the

customers of the target company buying, and

what do they define as satisfaction?

4. The “people” factor. If you are not paying

attention to employees and what this means to

them, you can kiss a great outcome goodbye.

Now, when it comes to actually financing the

acquisition, you’ll no doubt talk to your

commercial banker. At Fidelity Bank, we

consider ourselves an impartial third party in

helping our clients in acquisition mode,

beginning at the exploration stage. Let’s take a

look at some critical issues we like to keep in

mind when working with a client who is

seeking financing for an acquisition:

1. Payback. Before making that critical “go,

no-go” decision, you need to measure

objectively the payback period on the purchase

price.

2. Not So Sudden Impact. Set realistic

expectations. Do not underestimate the

challenge of achieving synergy and savings.

3. Consider Collateral. Remember, however,

that advance rates on many asset types have

decreased during this economic downturn.

4. Structurally Sound. The important thing

here is to keep in mind that all the pieces of the

deal have to cash flow, especially with bank

financing playing a smaller role in the overall

structure of acquisitions.

Showing your commercial banker that you

have considered each of these last four areas

and have addressed all the issues covered above

will contribute significantly to getting the deal

done, quickly and efficiently.


ANTHONY GIZINSKI

Vice President

Fidelity Bank

anthony@fidelitybankmn.com

http://www.fidelitybankmn.com


Have something to add? Your own business wit?

Got a different point of view, want to play devil’s advocate, or just think we’re all wet? Post your experiences or examples.

ACQUISITION / JOINT VENTURE BRIEFINGS

SunsetFinding more & better target candidates

& reducing transaction risk


Database Building & Contact •  Measurable Criteria  •  Risk Management  • Integration
 

Individually Tailored to your company strategy and acquisition team

Two half day briefings

Summer and Fall dates available

 

For more information contact: 

Mike@PackardAcquisitions.com 952-542-9318

CAllen@PackardAcquisitions.com 651-226-2853

www.packardacquisitions.com

 

Better Tools for Finding Better Prospects
Better Prospects = Better Transactions
*

SOMETIMES, ALL YOU HAVE TO DO IS ASK!

big_zebra_splshAs a proactive business buyer, whether a one-time buyer or someone who acquires companies on an ongoing basis, you must define and pursue various creative means to locate viable companies that potentially offer extraordinary acquisition potential.

Understanding that the best acquisition opportunities are among companies not “officially” for sale and knowing that finding a business to buy that has solid financial return on investment potential can realistically be bought with favorable purchase terms, should be enough motivation for a serious buyer to tenaciously put forth the required effort to find one.

There is a similar challenge within the sales profession for finding high performance sales personnel. This objective is comparable and directly relates to business buyers pursuing quality companies to buy. The old adage: “All the good salespeople are already employed”, should be especially thought provoking for a serious business buyer. The best sales personnel to hire are there for the taking.

It is not that extraordinary businesses cannot be bought; it is just that their business owners have not been asked if they’ll sell or have they been made to make a conscious decision or reached a compelling level of justification to consider selling their company. In most cases, they also have not applied any effort or resources to define their company’s market value to determine if the selling effort would be worthwhile. The best companies to buy are there for the taking.

Sometimes the first person to effectively pursue an opportunity has the easiest course to success. Initiating a compelling company purchase process does not have to be a complicated procedure, the first step can be very obvious and simple. Again, as in selling, sometimes all you have to do is ask!

Mark Smock is President of BUSINESS BUYER DIRECTORY, LLC, “BBD”. His firm is an established M&A listing referral services provider, an integrator of global M&A business-for-sale listings referred to specific BBD business buyer clients. Their business buyer clients pay a nominal, “success only” referral fee only if they purchase the BBD referred company. There is no cost or obligation to look at any referred deal. BBD only refers established companies for sale, with minimum annual EBITDA of $1MM, headquartered within N America, control interest for sale and within any industry. Start up’s, venture opportunities, funding solicitations or joint ventures are not considered.

msmock@business-buyer-directory.com

SEE LISTINGS @ >> http://www.business-buyer-directory.com

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Are You Squandering Invisible Assets?

damon
LinkedIn and Facebook are electronic rolodex’s (did I just ‘date’ myself?) that can visually show how ‘connected’ people are – but what happens to people’s connections in the wake of the acquisition?

Ideally, as part of the pre-acquisition research, you would develop a feel for connections – industry, associations, advertising, buying – so you don’t jettison valuable connections unnecessarily or accidentally.

But in the trenches of integration, the acquirer’s team tends to (all too easily) assume that what they do and how they do it is superior to the acquired. This is a dangerous assumption.

Are there executive members of the acquired’s team in key trade association positions?
What media-buy contracts have the acquired’s team negotiated?
What industry connections to key suppliers are in jeopardy if you consolidate buying?
What history, loyalty, and goodwill to people take with them when they are let go?

I think everyone in business has heard, “Our people are our greatest asset” about a gazillion times. But in the heat of an acquisition, are people (and their connections) weighted with the appropriate value?

Contributed by Damon Kocina
Strategic Graphics, Inc.
Improve your impression
www.StrategicGraphics.com
www.LinkedIn.com/in/DamonKocina

Have something to add? Your own business wit?

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Better Candidates = Better Transactions

winterWhat’s the difference between hiring an executive recruiter to find the perfect candidate for that important position in your firm and hiring an outside expert firm to find the best candidates for acquisition? Not too much, I think.

Both firms:

1. Understand and define the ‘center of the bull’s-eye‘ for the search. The first is a position description with a clear understanding of the culture and environment. The second is a set of criteria that describe the important characteristics of an ideal acquisition target.

2. Search broadly for candidates that closely match the requirements. On the recruiter side, this includes those executives that are currently fully employed as well as those in transition. On the acquisition side, it includes companies and owners are not in play, but are open to a discussion. Both approaches help avoid an auction environment.

3. Research and profile the candidates. Comparisons are drawn to the others on the short list. Candidates that don’t fit are not brought into discussions, thereby improving the use of the client’s time and avoiding costly mistakes.

4. Provide detailed background information and make introductions to the client.

5. Facilitate the client’s process for vetting the candidates.

6. Enable a successful conclusion.

7. Stand back to enjoy the results achieved for the client!

Both activities are critical to success. Outsourcing is not a dirty word…done well, it brings the right expertise to help companies achieve their goals in an efficient and cost-effective manner with people who do these functions full time.

Cliff Allen

Packard Acquisitions
Researching and Profiling
Privately Held Companies for Acquisition

Office/Cell: 651-226-2853 Fax: 651-578-7567

www.packardacquisitions.com

Have something to add? Your own business wit?

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Geeks Bearing Formulas and other Warren Buffetisms

penguinsGeeks Bearing Formulas and other Warren Buffetisms

(Repeated from M and A’s April Dealmaker’s Journal and Warren’s annual Letter to His Shareholders);

“Private equity is a name that turns the facts upside-down: A purchase of a busines by these firms almost invariably results in dramatic reductions in the equity portion of the acquiriee’s capital structure compared to that previously existing.”

“Long ago, Ben Graham taught me that ‘Price is what you pay; value is what you get.’ Whether we’re talking about socks or stocks, I like buying quality merchandise when it is marked down.”

“Economic medicine that was previously meted out by the cupful has recently been dispensed by the barrel… Moreover, major industries have become dependent on Federal assistance, and they will be followed by cities and states bearing mind-boggling requests. Weaning these entities from the public teat will be a political challenge. They won’t leave willingly.”

“regulation…could be a catalyst for positive change…it doesn’t have to be a negative” General Electric CEO Jeffrey Immelt, quoted by Wall Street Journal.

Only one thing is more important than learning from experience, and that is not learning from experience. John M Templeton.

“America’s financial architecture is about to be remade…to be brought under federal supervision“Matt Cooper, Portfolio, as quoted in Mergers and Acquisitions Magazine.

All that we are is the result of what we have thought. Buddha

Thomson Reuters reported that about one third of M & A chapter 11 purchases involved financial services business. Mergers and Acquisitions Magazine, December 2008.

The nature of men is always the same; it is their habits that separate them. Confucious

“You’re not bankrupt until people know you’re bankrupt” By which he meant, I’ve come to understand, that money is a complicated reality. It’s a master illusionists game.

The artifice is everything. Transparency is the enemy of making it really big-which is one reason the word ‘private’ got joined to ‘equity’.

(Michael Woolf, in an article The Ultimate Bubble found in the February issues of Vanity Fair as reported in Mergers and Acquisitions magazine.)

No person was ever honored for what he received. Honor has been the reward for what he gave. Calvin Coolidge

You cannot discover new oceans until you have the courage to lose sight of the shore. Anonymous quote

Have something to add? Your own business wit?

Got a different point of view, want to play devil’s advocate, or just think we’re all wet? Post your experiences or examples.

Death By Acquisition

bestpic-2-of-bridge-collapseDeath by Acquisition

 

Not knowing where the rocks are drowns many acquisition teams.  

Executing any step poorly increases the risk of failure.  

1.   Knowing what to look for and how to investigate target candidates is a process that needs to be made measurable.

A robust assumption challanging corporate exercise to determine the most important and least important attributes is critical piece of any acquisition.   This process should  include definable/measurable risk management questions, and core corporate strategies.

2.   A system for affordable mass contact and information gathering and data management insures a more useful information system and a higher number of qualified candidates with a higher measure of success.  Not knowing how to do this dooms us to the stone age practice of calling brokers and combing the yellow pages.

A recent client had investigated over one hundred poorly identified companies over four years with one small success.  Another company investigated fewer candidates, but they spent years pursuing companies located all over the world, with attendant costs, and no success.  Executive pay, travel, due diligence have been in the millions of dollars.

Fortunately neither company succumbed to the pressure of making a bad purchase (a very common problem), for that would have cost them many times more.

3.    Being smart in valuation in these difficult times demands having a finger on the pulse and the ability to make and defend the right offer.  This is no easy task without being tied in to professional organisation that monitors this information.  We are prone to hip shoot this process.  

Included in valuation is the snapshot integration financial and nonfinancial assumptions that must be predicted based on limited information that will be useful only if the process for information gathering is disciplined.  Without an accurate view of the combined entities, all valuations are at risk.

My experience points to extreme optimism about upside valuation and integration.

4.   Negotiation/deal structure/finance is of course the core of a deal.  Personalities, deal structure, math, and assumptions are either all right, or they are all wrong.  Any doubt in this area and now is the time to stop.  If the first three steps were executed wisely and well, this step is much easier.

5.  Acquisition integration chaos is more accurate terminology in many companies.  From CRM, HR, to the operations, integration professonals can save relationships, efficiencies, and businesses.  So often corporate branding, technology, and culture are shocked and damaged through an unprofessional, or inadequate approach brought in with the acquiring firm.  Valuations are negatively affected and it takes years to right the wrongs that occurred in a poorly executed integration.  

Only rarely have I seen mid market companies execute this step with any finesse or professionalism.  http://www.tx2systems.com/  can be helpful.

There are many distinct pieces to acquisition.  Companies that understand the process do well consistently.   Companies that fail to grasp the comlexities and learn the disciplines, seldom attempt a second acquisition.

Mike Tikkanen

www.packardacquisitions.com

 

 

 

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Dissecting Deals of Necessity

roughwaterDissecting Deals of Necessity

If necessity is the mother invention, it might also be considered
the mother of M&A in today’s wallowing market. Whether it’s a distressed acquisition out of a bankruptcy auction or a cost-cutting merger that eliminates capacity in a given sector, deals of necessity seem to be the only game in town.
 
The question I have, though, is whether or not these deals will work. The whole idea that two companies have to merge to survive evokes the old cliché about tying two rocks together to make them float. If a merger fails to address the fundamental issues facing two companies, then it’s unlikely a deal will save the combined business. The merger between XM and Sirius, for instance, doesn’t change the fact that they’re competing against a free product, terrestrial radio.
 
At the same time, it’s often the case that there are few other options available. Perhaps that’s why so much speculation went into the possibility of a General Motors and Chrysler tie up or why the government force-fed Merrill Lynch to Bank of America.
 
Considering that deals of necessity are driving the M&A market, I’m curious what distinguishes those that work – such as Wilbur Ross’s steel rollup – and those that don’t. From what I can tell, it all boils down to execution, but if anyone has any additional thoughts, I’d be interested to hear about what other factors may play a role.
 


Have something to add? 
Got a different point of view, want to play devil’s advocate, or just think we’re all wet? Post your experiences or examples.
 

Technology Challenges in a Merger or Acquisition

10Technology Challenges in a Merger or Acquisition

Combining two operating businesses presents an unusual opportunity to create an integrated and effective web strategy that will improve the financial results of the new entity.

In the current economy, businesses with a viable web strategy for sales/marketing have posted 26% increases in revenue (year to year periods).  The way they’re doing it is by integrating CRM, email marketing, contact management, and web presence (read web sites).  Businesses going through merger and/or acquisition are faced with integrating two often-different, and sometimes outdated IT infrastructures.  

A web strategy, by virtue of what it takes to develop a viable solution, assuages the disparate integration problem and drives revenue.  The bottom line in any successful web strategy development effort is that the following gets studied:

– key messaging

– sales process

– the customer/prospect buying process

 

Integrating appropriate technology over the knowledge from that study creates the viable web strategy.

 

Here’s what happens in a successful web strategy deployment:

Niche markets are identified

Marketing/Sales campaigns are targeted

Key messaging is automated

 

When a company is making these thing happen, sales growth and revenue result.

 

There are a few consulting outfits who have the methodology and business relationships to pull this off.  Their problem is that business owners can point to countless failures of any one of the technology components mentioned previously; those are namely CRM, email marketing, web sites, and contact management.

 

Technology isn’t to blame, it’s the methodology that’s at fault in those implementations.  Give the result of your merger and acquisition activity a foundation for success.  Start with business process aimed at your specific markets and you won’t go wrong.

 

 

Joe Nemastil

The NT Group

612-279-2160

http://www.thentgroup.com

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