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Cross border M&A trends with Ali Ramadan of Goodwin

Episode
7
August 22, 2024
In this episode, Ali Ramadan, Partner at Goodwin explores the evolving trends and regulatory challenges impacting global M&A trends.

Show notes

Merger & Acquisition

Understanding the current landscape of mergers and acquisitions is essential for navigating today's business world. In this episode, Ali Ramadan, Technology & Life Sciences Partner at Goodwin, explores the evolving trends and regulatory challenges impacting M&A activities.
Key Takeaways:
(01:48) 2023 saw buyer caution due to economic uncertainty, with a slow start in 2024.
(02:09) Global M&A deal value in early 2024 reached $1.3 trillion, up 5% from 2023.
(02:45) Mega deals are on the rise, particularly in the technology and energy sectors.
(04:00) Regulatory scrutiny is increasing, causing longer deal closures.
(05:07) Challenging funding environments make tech companies attractive M&A targets.
(07:21) Governments are tightening merger control and investment regulations.
(10:21) Emerging markets like Asia, LATAM and Africa show significant growth potential.
(12:18) ESG compliance is becoming a critical factor in investment and M&A decisions.
(19:29) Dual-track processes in IPO and M&A are more frequent due to market uncertainties.


Resources Mentioned:

Ali Ramadan - https://www.linkedin.com/in/aramadan/
Goodwin | LinkedIn - https://www.linkedin.com/company/goodwin-law/
Goodwin | Website - https://www.goodwinlaw.com
National Security Investment Act - https://www.legislation.gov.uk/ukpga/2021/25/contents

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Transcript

My guest today is Ali Ramadan, a partnerat Goodwins Technology and LifeSciences Groups. In particular, Alispecializes in angel, seed, venture, andgrowth capital financing and cross borderm and a. His clients include startups, highgrowth companies, and investors, bothinstitutional and corporate, operating inthe technology sector and doing the AI,climate, fintech, food tech, health tech,prop tech, and digital media industries.

He was highlighted as a leading individualin Chambers UK twenty twenty four andLegal 500 UK 2024 for venture capitaland m and a. Welcome, Ali. Delighted tohave you on the podcast today.

Hey, George, it's great to be here.

Excellent.

So, today, you're joining us to talk about trends in cross-border M&A

Now 2023 was a fairly flat year in termsof of activity, but I'm curious to give yourtake on now we're at the halfway point intwenty twenty four. What kind of trendsare you seeing right now in the market?

Yeah. I mean, it's an interesting time.Right? You're right. Three two three was pretty flat.

There was a a sort of sense of buyercaution, economic uncertainty, concerns about inflation, monetary policy, regulation, geopolitical headwinds. And that's kind of being consistent for thefirst half of this year as well because theyactually haven't really sort of picked upthat much. Interest rates haven't comedown as quickly as people had hoped.Inflation are a bit stubborn.

So when you look at the numbers for the first half of 2024, deal value of one point three trillion, that's global when they deal value. That's that pricethen on the half year of 2023. And you had about twenty onethousand five hundred deals globally, andthat's the thirty percent decline on the first half of twenty twenty three. So whenyou sort of look at numbers, it still feelslike I do caution and no one like on thirtypeople wanna do deals in a certain dealenvironment.

But what you are seeing is some interestin being so, I suppose, green shoot that fifty years coming back. So one thing weare seeing is mega deals, are happening.So in the first half of this year, we've hadfirst five mega deals. By that means, it's abillion dollar deal, and that's a sixteenpercent increase on on a year ago.

And those deals have been led mainly inthe US and the two sectors that really dominated those deals are technologyand energy. So you dig a bit deeper intothat and look at that. So you set sectorspecific deals like technology, forexample, we've had M and A dealvolumes actually increase. I think there'sa forty two percent increase in the firstquarter of this year.

And the expectation is that's gonna continue to happen. There'll be continuedm and an activity in tech this year, and thatwill continue into twenty twenty five aswell. And what I am with that is you'vegot a lot of strategic buyers who, youknow, wanna use the tech problem andmake money from it. Are looking atacquiring them.

The environment allows that to do so.There's lots of enterprise who have hadmoney to do so.

There's lots of early stage techcompanies in there, so you can't raise inthis environment. It's their goodacquisition targets.

You're seeing in terms of just tech M andA, generally, it's software. Emily has ledthe market.

We had some really big deals in thatspace. So Synopsys, they're the first twoand a half billion acquisition based actionbalances.

And you'll see now rule that sort of in thefirst half of this year. There was sixsoftware mega deals announced. And incompared to twenty twenty three, therewas four in total. So the the signs arethere that deal actually tap into the leadmega deals, they start to penetrate forother sectors. I think we'll start to see alot more activity in the sector.

Energy is another space where we'veseen a lot of activity, and that's beendriven really by this worldwide transitionto renewable energy sourcing, in the oiland gas sectors, powers, and utilities.

This expectation that them and theiropportunities to invest, face a lot ofvalue, also government targets hit netzero. So that's gonna potentially promotelots of M and A activity.

And then the the last thing I'd say we'veseen is around sort of take private. Sowhat we're seeing is a lot of activity intake private. It's the half step in abouttwo decade.

And that's been in technology, industrials,energy, defense, consumer.

All space where we're seeing key firmslead the listings, and this take partaspect's has been really driven by the pfirm. And that's been an interesting trend.I think we'll start see that start tocontinue as well.

It's really interesting. There's loadsthere's loads of them. Alright. So soundslike there's generally a positive, steadilypositive, like, turn on the market, certainlywith some more of these mega dealscoming through.

Interesting that you one of my PE firmsprobably having a bit more bit more,money to spend, a bit more, keeping uphow to drive the last month over the lastyear or so, and that's quite an interestingthing.

And and energy as well.

I think so this is the first podcast we'verecorded since the UK election.

But also it feels like every week there's athere's a different circumstance in the USelection as well. I'm cur and youmentioned a bit about how geopolitics,things were affecting affecting markets.What what are you kind of seeing at themoment in terms of activity?

So it it's it's it's very up and down. So, Imean, on the on the m and a side, thereis activity there. It's kind of on the biggerside of the stuff. There is a little bit ofactivity around.

So there are companies which kind of itfeeds into the funding piece. So if youlook at technology, for example, ontechnology side, it's a tough fundingenvironment. See Steve Sage financing,early stage financing have beenhappening in the later growth stage offinance. It was less stable.

That's off the back of a pandemic periodwhere we have sort of sustained highvaluation environment, lots of dealactivity. And then that sort of coming offof COVID, we've seen less activity there.So there is M and A opportunity in thatmarket and that where companies can'traise and the options are M and A. So wesee a little bit of activity there.

But on the whole, actually, it's beenplaying out to how we sort of see thenumbers. It has been the relatively quietenvironment for the moment. Everyoneexpects it to pick up, but because of theuncertainty in the market, no one likes tolecture. Well, election would lead topositive direction change.

People are holding out. Inflation interestrates being high means deals cost more.So people are just sort of waiting for that,right deal environment. There's a lot ofpent up demand, and there's a lot of pentup demand in PE.

So everyone think it's not a matter of ifit's gonna happen, it's a matter of when.And I think for the moment, we're justdealing a lot of activity whereby it'sdealing with chat to get done, but nodeals really need to get done.

Yeah. Yeah. Absolutely.

No. That that makes a lot of sense. And,they just announced today that, inflationhas remained at two percent in the UK.So I won't I won't ask you for a hot takeon that ness Yep. But off of that, but,Yeah. It's really interesting to see if if thatwill start to affect affect interest ratesand then, things that are happening inthe markets as well.

Yeah. Exactly. Hope they'll stop comingdown. Right. The European Central Bankhas put them down. So, you know, intheory, they should go.

Yeah. Hopefully hopefully, they'll they'llfollow follow suit in the UK and US.

I was speaking with somebody the otherday that actually, in the climate tech baseand and literally after the, after the first,Biden Trump debate, they started to tochange hiring plans because theexpected changes in regulation and howthat that starts affecting. So I think it'syou know, when things are can pivot soquickly based off of, like, some of theseactivities, it it does have a big impact onbusiness. And you start to see it see itchange things in in real time.

Yeah.

But I'm curious to get your take on, like,the regulation and and government sideof things here. So if those things do cometo pass, what would you expect to see,like, happening in in the, in differentindustries as a result?

Yeah. I mean, it's an interesting one.Right? So on the sort of the regulatoryfront, you are seeing a lot more, sort ofmerger control, foreign direct investmentmachines, and that's really being fueledby, this aspect of effectively the, nationalsecurity review, government thinkingmore about sort of similar to technology.

So for example, if it's critical technology,if it's, health care, if it's, infrastructure,come up to figure a lot more aboutactually should we have more protectionaround that, and therefore, deals arebeing called in for abuse. We've gotforeign direct investment for you in theUK, which is National Security InvestmentAct. We've got CFS in the US. Soregulator aspects of DOR are certainlycoming into some recent deals subject tomore review.

And therefore, that means deals aretaking more time. You need to do moreanalysis around those deals and thinkabout structurally.

You're then you're generally having alsosort of merger control aspect of more,more scrutiny of deals, and that'sparticularly playing out tech wise a bit aswell. So you've got this aspect of the bigtech aspect and sort of government.There's been a lot of press around, sothose governments not liking big tech. I'mthinking about sort of how they can, Alex,sort of limit the inference because it'srestricting effectively consumercompetition or competition in the marketfor consumers. And you've seen a bit ofthat playing out. So you've seen someregulators looking to take a tougherstance here. Some legislative proposalare also merger regulation control beingchanged with digital markets.

We've seen people we've seen dealersfall through, so I'm not more prudent, butnot so much takeoffs at Adobe at the endof last year about this twenty billion.Right? That's a show of Figma, due to theUKCMA saying this, or, well, let me justsay approve it. You saw Amazon again,sort of the venture acquisition of IRABO,again, didn't go through because of EUscrews on that.

And then within that framework, so it'syou're seeing sort of the AI piece. There'sa lot of hype and AI, the potential of AI,and that's sort of now come on the sortof the radar of the competition ofpriorities. They're now looking at theMicrosoft type of OpenAI and whetherthat would actually have generated sortof partnership or was in that position ofcontrol. And all these things just make it alot more difficult for big tech andgenerally m and a anyway, because aregulatory rule takes time.

It takes more cost. It delays deals. Itpotentially leads to fines if you get itwrong. And then also you've got theongoing compliance aspect for thosedeals if you do improve because there'svarious contingencies that have been cutthe deals through.

So it is, it is just a more diff dealenvironment in that sense. And I don'tthink that's gonna change in the futurewithout getting better. It's getting goodadvisers, getting on board. It's, it'sthinking about that very early on, early onin the process.

It's engaging with regulators early on tosee if you can sort of structure a dealwith the deal with it to be flexible in howyou structure that.

They'd be that if it can't be a straight mand a transaction is an investment in ajoint venture.

Yeah. You're you're touching a lot of reallyinteresting points there.

It's it it is, you know, generally hard forgovernments to react to some of thesechanges. Right? I think you can look atthings like the rise of social media andhow long it took the government toactually react to some implications ofthat. And I think AI is probably the nextwave of this. Right? And the implicationsof some of the technology that's outthere, and how how quickly it's movingmeans it's, you know, it it's it's gotta be ayou know, governments have to reactquickly to to some of the implications inhere. Right?

So Yeah.

I think that makes a lot of sense.

I'm curious to get a take on, emergingmarkets. So what what are you seeing inin terms of, like, different, differentregions, different countries that might beI'm seeing different levels of activity.

Yeah. It's an interest area. The theemerging market peak is sort ofdeveloping and you're still in you'reseeing activity there. Interesting because,you know, you can see the regions whythere's lots of growing potential in familymarkets. So regions like Asia, LatinAmerica, Africa, they're obviouslysubstantial growth opportunities.

You have got expanding middle classes,increasing consumer demand, rapideconomic development. LATAM's aparticularly interesting one becausethere's lots of, lithium there, and that'sinterest in sort of electric car vehicles,battery production.

Africa's, again, interest from a lots offintech going on there, so with digitalbanking coming into that payment, supplychain infrastructure.

So lots of activity going on there. You cansee the reason for it. Oh, Some PE drivingthat because of obviously the growthopportunity to take from that and thepotential to do that. And also theopportunity to sort of diversification for alot of investors because they can mitigatethe risk of sort of being in more bulk markmarket, which may potentially hitdownturns if you balance out. We're sortof going into a new market, which willprompt them growth. It gives them somecost efficiencies because they'llobviously cost improvements there interms of cheap labor wrap, lowerproduction cost to help increase overallprofitability.

And the interesting thing is you areseeing sort of things change that aredriving a bit more activity there. So thereare regulation policy incentives to drivepeople to invest in the emerging market.The tax breaks, FABE, or regulatoryapproval, giving incentives to investors topump money in. And then, effectively,like, a lot of companies now, all ourmerchants already are now, looking to,open up sort of date emerge entity toprioritization. Therefore, that's anopportunity to invest in. There is a lot ofactivity, and I think that's gonna continuefor them to see it.

Yeah. It makes it makes a lot of sense.There's some huge companies comingout of, out of Africa, certainly fintechcompanies, as you mentioned, since thewhole new world of opportunity overthere that's, that's opening up.

And, obviously, you've got you mentionedAI a bit, so the the two, like, the thecornerstones of that being US, China,and and maybe UK playing a bit of a partin the middle there. Yes. Some reallyexciting stuff coming on.

I'm curious to talk a bit about, ESG, like,because, obviously, when you're goingthrough some of these these crossborder transactions, you've gotcompanies with in one country that mightbe, you know, have a set of rules andregulations that apply to them, and thenthey start to look at look further field atat other companies, maybe acquisitiontargets.

What, how if you're a business leader,what kind of what kind of, things wouldyou be looking to to guide them on andand advise them on when they're whenthey're doing things like this?

ASG?

Yeah. Yeah. I mean, it's an interesting it'san interesting ASG because it's sort of it'son the radar now at the invest levelsource. And when we're doing sort offinancing rounds, we are seeing theinvestors requiring ESG compliance orESG policies for even that ESG and theoutset. It's it's a very differentenvironment now, and it's becoming a lotmore prominent in deals where we've gotgovernment, introducing ESG relatedlaws, compliance, adherence to it.

And there's a recognition amonginvestors and shareholders thatcompanies with robust ESG practices, arethen more within long term. You're seeinga shift in consumer expectations are alsowanting to, work for companies orsupport companies or shop companies.So we sort of think of ESG areresponsible and ethical.

You've got the energy push as well. Sothis concept of when you engage andmeet people at standard. And so whenyou're sort of you've reset your point ofview, it's it's kind of it it's becomecentered to your business. So thinkinghaving it on the agenda, maybe by yourcorporate strategy, thinking about it fromsort of the DNA of the company, andthere's so many ways you can do it.

But, again, this transparency havingtransparency in reporting, that's gonnabe key. Lots of requirements now. Sodisclose what we are doing on terms ofESG targets, in ensuring it's likeembedded in the backs of the firm. Somake the employees aware of the issues.

They call that what we're doing beingtransparent on whether you're meetingthe SG task. You're not how you're tryingto actually build out the team with peoplewho are there specifically to work withthe SG compliance and drive the SGclient. And then when you bring it tocross border m and a, it becomesimportant because actually, when you'renow doing these deals, you need to thinkabout ESG compliance as a match of,okay, if you're buying a company and youneed to look into how they could buy theESG. Is there any sort of legal grounds todo that if they haven't?

Is there potential liabilities there sincethat feed into you need to think aboutgetting some insurance to cover potentialbreed in the future? If you're taking thiscompany on and you're gonna combinewith your company, for example, how doyou ensure you're gonna be ESGcombined going forward? So there's lotsof things done pattern there. It's it's anevolving area, but it's definitely much onthe radar, as I said, the investment level,so, you know, on the m and a level aswell.

Yeah. For sure. And are you seeing areyou seeing that happen early on in thedeal cycle as well now? Or because Iguess, historically, it might have been likeone of a bit of an afterthought comparedto, like, you know, you might be looking atfinancials and other things earlier on, buthave you seen that happen earlier in thecycle?

Yeah. I mean, it's definitely on the radarpeople get now. So it's on the m and acycle. Yes. It's there. There's morediligence around the SG.

And it's just the fact that we have tocome into an a a warranty of emptyinsurance than now having sort ofspecific ESG policy coverage on that.

But again, I said on the investment side,you are now seeing apps or the the seriesa, series b stage where a companyinvestor are coming in looking at the PSGand talking about ESG. Now they're sortof building from the ground up. So whenthese companies do get to the pointwhen they're gonna exit or scale and theyare ESG, come to attention, have policiesand prices in place for it.

It. Yeah. It makes a lot of sense.

And I'm curious to come back tosomething you mentioned at the start,you talked about there being a lot more,go privates, like, like PE getting moreinvolved and making more strategicinvestments. How are you and and thatseems to be something that's probablygonna, gonna continue throughout therest of the year. How are you seeing that,versus, like, corporate buyers? How areyou seeing that, like, this landscapebehaving differently right now?

Yeah. It's an interesting area because, Imean, if you sort of look at the surfacelevel of the market, it seems to be betterfor for the core at the moment. PE,obviously, the uncertain rates aroundmost of the PE deals are loans leveraged,so it costs more to see those deals. Sothere's there was a pitch report sayingthat there's twenty seven thousand sortof portfolio companies globally for PE.

And about half of those are at the stagewhere it's sort of at the five EMR, which iswhere you'd exit. So the the big thing atthe moment is lots of p, funds haveportfolio companies which there is an exitopportunity because m and a has notbeen as active. The RK market is not as,not as active as it could have been orhaven't been active for the last few years.It's starting to get better.

So there's a lot of pent up demand.

And so what I think we're gonna start tosee is, you know, I could slightly start topick up now. We've had a few go in theUS this year.

And, yeah, it the window to twenty onebroad share is now probably closing, sowe'll hopefully see more next year. And Ithink what we'll start to see is you'll startto see portfolio companies that will belooking to exit their portfolios. So youmay start to see, dual track thingshappening in their IPO and SGM and Atransaction, because you've had someIPAs, but sort of post IPO performancehas something good. So you might seethis build just build track of less than anIPO process and an m and a sort ofprocess, and we'll go whichever leads thebest result. So I think you'll start to seethat aspect of of that just to get liquidityinto the market. So, get activity going justbecause of the fact that it's so much pentup.

And then I think across the board, you'regonna see sort of PE. They are still doingthat stuff. I mean, emerging markets wespoke about. They're investing in that.

The private take private is somewherewhere we're seeing stuff done. We'veseen dark trace with Tomo Bravorecently, which is again, five point threebillion for take private. They're seeingopportunities in the in the in the bigmarkets to take companies private. Andthat's been stemmed by a lot of fact thata lot of smaller companies just can't sortof work on the increased regulatoryreport on a base or public market.

And therefore, it makes sense to sort oftake them off and they could sort of findvalue there. But when you look at sort ofp corporate, corporate is madesynergistic. Right? So when they're doingthe deals, it's usually there's gonna besynergies there.

There's usually money on balance sheetor if they need debt, it's been sort of a amore favorable term. So in some sense,it's it's a bit more favored market for thembecause they still go out to acquire,acquire companies which can sort ofsupplement their technologies. And if youlook at most of the mega deals actually inthis year, it has been led by corporate.But PE is still is still there, and I thinkthey're gonna be coming back.

And and the the thing which helps shapePE is the opportunities they have. Right?So, yes, in going to emerging markets,they can also make decisions a lotquicker because their decision makingprocess is faster, and they're great.They've got a lot more flexibility in dealstructures.

So when it comes to deal structure withb, they can look at different structures.They can do joint ventures. They can dosome minority investments. They can do,some sort of a a roll up, etcetera, wherethe court's buying is less than thirty days.

Generally, it's sort of a hundred percentownership route. And that may aid inhelping to get sort of approval from aregulatory standpoint quicker. But thenwhen you look at the way P operates, Pwill again operate with a view of, youknow, yes, there's a thin gentleman, butagain, it really is about going in andcreating value and creating growth fromgrowing the growing the business they'reacquiring, but we're adding more boltons. So, again, it's a different lens atwhich they come with that.

And that'll shape the market. And whenyou look at sort of where PE is going inthis market, it's gonna be around. So thesectors that focus on its health care, itstechnology, its renewable energy, all theareas where there's huge disruption,there's disrupt there's ability to emanateas good consolidation.

For them, that's the piece where I thinkthat's sort of really shaped the marketand will be the ones which would leadthis driving emanate going forward.

Yeah. Yeah. That totally totally especiallywith the environment. I think you'reseeing more and more consolidation in invarious different markets.

Right? Yeah. I understand. One thing youmentioned there, which I think is reallyinteresting, is is you're seeing businessesfollowing almost like an IPO track as wellas an m and a track at the same time inparallel.

And then when they come to the end ofthose making a decision, is thatsomething that's quite unique within itquite recent? Or have you seen people dothat historically as well?

It's done historically.

I I think it will start to come back now justprimarily because of the fact you've gotsort of this this a lot of pent up to markthe IPO markets have been closed for awhile. And I think you've got in a lot ofindustries to pick up your money.Solvation, there are a lot of industrieswhere you've got that fintech, forexample. You've had a lot of sort ofdigital bank in the market. Right?

They've all got very sort of high papervaluations and they've all got to sort of, atsome point, find an exit. And at themoment, they're sort of there. There's thetraditional banks are acquiring some ofthose banks, but maybe there's aconsolidation in the market and then youlet somebody which is bigger and better.And it has a standalone, digital bank aspaid to be sort of bought up by the sortof the bigger incumbents.

So I think there is this opportunity therefor for that, and that consolidation aspectwill lead to, more potential IPOs. But thedual trap piece to go that's out, that'sreally about because of the fact there isthere is so much uncertainty in the IPOmarket at the moment, and there is thispent up demand in particular on the keyfront where they need to sort of exit theirportfolio company running that dual trapprocess. So it it's almost hedging yourbets. Right?

You've got if we can't get an IPO, wedon't bring an IPO to deliver, and there isan acquirer to sell this and it's a goodreturn, then we'll take that route. I thinkthat's just from the uncertainty of wherethe market's been and that's tomorrow. Ithink that's what will drive that.

Yeah. It makes a lot of sense. And if you ifif you're in that situation and you'refollowing the IPO track, what what otherkind of key considerations would youwould you suggest to to businesses thatmight also wanna be, like, thinking aboutthe m and a track? Is there a hugeamount of extra work to be doingalongside that, or is it just kind of, like,liaising with different stakeholders andand potential and potential acquirers?

Yeah. I think it it's it's liaising withdifferent state. I was managing theprocess. I mean, look.

It's it's a full in any transaction's full timejobs that's having the right team on thatand and and putting resource to it, withhaving the right adviser on board. Andand they're different different angles.Right? In IPO, there's a lot more sort of,work involved.

So getting ready to go to market, youneed to get your bankers involved. The Mand A process can get differentprocesses. You would have to draw a trapthat you process to have the right teamsthere. But, essentially, it it it's kind of thesame stuff in sense that you gotta getyour your business ready to your IPO orsell.

And therefore, there's, you know, goodhousekeeping making sure that everynew or you know, maybe internaldiligence with you when we do m and atransaction, for example, we always findthere's the issue. We've got problemswith the IPO initiative. We find the issuewith, options. They're just kind of doingthat already, making sure everything isthe house is great, everything you order.

It will get flushed out to you do that. It willjust be in on the process, understand theprocess and sort of tracking time andresource to it. It's not easy. It takes a lotof time off, but it really is just dedicatingthe time and resource to doing that andtrying to uncover as much, do as much asthey will because you can.

Like an IPO process, you really want sortof an eighteen month window before youthink about starting to have to kind of getrep. And then an m m and a process,maybe it's sort of twelve to six monthsversus a six month period where you'rereally just talking with sort ofstakeholders, advisers, getting ready tokind of go to market and getting it free inorder. So it's more having that productbecause they have a clear strategyknowing when you're gonna do it, build intime frame, and and put the people andresource around it.

Yeah. Make makes a lot of sense.

So we're in the middle of twenty twentyfour now. What are the kind of key,expectations that you have, or what arethe things that, you'd be expecting to tosee in the markets in the next kind of six,twelve, eighteen months?

So I think, I think the sector specific mand a is gonna continue. I think that feedssort of technology, energy, health care,life sciences is narrow. We're gonna startto see that. I think technology feeds intoall those areas. That's all gonna be drivenby technology. There's a there's a drive tosort of have tech integration,digitalization.

That has been fueled a lot by sort of theCOVID pandemic as well, and that'schanged the way we sort of work and actas vastly. That's driving, a lot oftechnology investment. It's driving sort ofhealth care, life sciences piece. So Imean, that that in my view will continue,and I think there's a huge opportunitythere. I think when you put AI into that aswell and the huge investment going to AI,the potential for AI to change how wework or operate society. I think there'sgonna be an interesting time in M and L,and it's really interesting to see how thatsort of pans out, and and how that feelsto more M and L. I'd say to everyone aseveryone tries to get get ahead and toget this get get the I AI technology andsort of win that way.

I think I think you'll see consolidation forsure as we've checked that in sectorsthat will continue energy fintech. We'llsee our areas where there'll beconsolidation.

As I've said, I think we'll see more, morepotentially dual tracker of RPRM and A.

But I think with all those, the challengesstill remain right. The challenge is also onthe m and a piece, national security andtrust scrutiny is not going away. It's notgetting any any better. I think that's stillgonna be there.

And these the geopolitical environmental,so the geopolitical environment is gonnais gonna still be there.

And and it's just a matter of time, doingyour diligence, understanding what thatwill look like, and try and think about thebest way to prepare.

Yeah. Absolutely. There's so much we'vecovered in a relatively short space of timehere. Right?

So there's we've talked a bit aboutinterest rates and, inflation and how their,like, currently current expectations are forfor that to to inflation remain stable andfor interest rates to come down. Thischanges in government immediately justhappened in the UK, but also, and thenright now looking likely in the in the US aswell. Huge amount to to be consideredwhen it comes to things like ESG and thatbecoming a more prominent part ofdeals, PE having having money to spendand and pent up demand, and, you know,everything else everything else inbetween. So with all of this different andalso, as you mentioned, like, dualtracking, looking at, like, you know, whatmight be the right time to you know, whatmight be going in the market right now.

I I'll be very different in twelve minutestime. Right? And got that that lead timeyou wanna be looking at potentially dualtracking to to hedge your bets a bit. Sowith all of this different these thesedifferent things going on, all thisuncertainty that could come from anyangle, What would be your keytakeaways for business leaders right nowwho might be thinking about, is this theright time, for for a liquidity event?

Yeah. It's an interesting one.

I mean, time is isn't is there ever a righttime? I say it's a question. It's tough. Ithink if there's it's all about businessneed, right, and the opportunity.

And so if if you are gonna engage inthose transactions, I mean, some of thebest transaction can be done in uncertainmarkets. Right? So I think it gets aboutplanning and thinking about it. So from aa buying point of view, having a veryclear strategy, understanding what youwant to achieve, and then making sureyou you, think about the best way to dothat.

So what I'd say is your tips, I'd say, isengage expert advisers early on in theprocess so people experience legal,financial, make it so secure doing, like, atech m and a, get people who areexperienced specifically in that sector,alongside the sector because they canbring you market knowledge. Sosomeone will understand, like, the theway the, National Security Investment Billwould work or sickness work withtechnology transaction and they canactually understand merger regulationaround and guide you. Also think aboutsort of local, experts on technologyyou're buying, engage people who canunderstand technology, find issues withthat.

Data protection, GDPR, big issues intransactions, the risk and services. Youcan understand is getting expertise youcan understand and help you navigatethose kind of things are cruciallyimportant. So having expert advisors canmake or break deals, that's the first thingI'd say. So get that right.

And the and the other point is just justspend time doing your diligence. Right?This is in an uncertain market, that's theso you wanna make sure you get as muchdiligence as possible. You're beingthorough. You're giving it the time toassess legal, financial, regulatory, evendown to the culture aspect of thecompany and how it work.

Think about, trying to understand thespecific risks and how you can try andmitigate those, even with the sort ofgeopolitical risk, the economic risk, for alocal market, just trying to understandwhat they are. You may not necessarilymeasure change, but you can figure out,well, okay, at least we know what theyare. How could we potentially mitigate?

Is it too much exposure to really need tothink about diversification?

And to extend there is regulatory issuesthere, so engage regulators early on theprocess, try and think about sort ofgetting them on board early on, trying tofind solution.

Because if you engage early on, there'smore chance to try and get a structure atwork.

And the other thing I'd say is just thinkabout January about so integration ofthis this whole asset when you are doinga deal and when you are thinking aboutso excellent company, it's gotta besomething where you've got so buy infrom your stakeholders, your investors,your your sole key employees to make itdo happen. And then think about if you'rebuying something, integration from thecompany you're buying, key retention ofpeople. One of the things like mine, whenI asked him for a lot of companies wherewe sell also founders go, the the biggestfeedback I get is off this. So for aproblem, don't end up saying yourorganization, there was just that theintegration didn't work. You didn't feel likeyou're so hard at the organization.

So I'd say they're the key things I'd say.

Yeah. Absolutely. I would totally echo thatintegration point. It's, one of the mostcommon topics I think we have on on thepodcast.

We probably don't have time to dig intoYeah.

In-depth today given everything elsewe've talked about. But, yeah, key thingsI've taken in there, with all of thesedifferent things, I'll make sure we get theright experts in place, making sure youthink about spending the right amount oftime on due diligence and the issue youget all of that right. Think about thecultural aspects and engaging regulatorsearly on, and then the integration aspectof making sure that everything comestogether Yeah. Post transaction as well.Fantastic.

Ali, it's been great to have you on thepodcast today. If you wanna get in touch,what's the best way for them to to getahold of you?

Email. I'm on Goodwin website. Couldcould you and me, that should come up.

Fantastic. I would also highly recommendthe Goodwin's events as well. I went toone last month, which was, which is very,very good.

Yeah. Right.

Fantastic. Ali, thank you so much. Great.

Thanks, George.

Host
George Britton
Director of Sales
@
Omnipresent

George Britton is the Director of Sales at Omnipresent, known for his rapid career advancement and leadership in sales across tech companies and is praised for his sales acumen and team guidance.

Guest
Ali Ramadan
@

Ali Ramadan is a partner in Goodwin’s Technology and Life Sciences groups. 

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