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A board presentation in M&A is a meeting between the Boards of Directors of a target (the business being acquired) and the acquiring company. The main objective is to provide information about the target’s business and to receive feedback. A board presentation can be an opportunity for both boards to learn from each other how they operate and how the proposed merger will benefit both companies. These meetings are typically formal, structured occasions with much discussion about what constitutes a deal-breaker for any potential parties involved in potential transactions.

Board presentations in M&A are used to provide a general overview of the deal and share some details with the Board on why they should approve the transaction.

Fintalent’s Board Presentations Consultants identified two types of presentations: one is done by an experienced deal team member, and another is a summary given by the investment banker leading the deal on behalf of the M&A advisory firm.

The presentation can be verbal or can also be presented as a PowerPoint presentation; however, most often it will take place verbally.

Types of Board Presentations

1. Marketing Materials: These presentational materials (also known as brochures, flyers, e-mails, etc.) are designed to sell the target company and highlight its benefits and the reasons why a potential buyer should make an offer. These materials are usually formatted in a way so they look attractive on slippery paper or on the Internet. They include executive summaries, financial information, historical annual reports and other common M&A documents that you often see during a transaction. These materials also highlight the target company’s strengths, weaknesses, opportunities and threats (SWOT) and are often used in the initial phases of an M&A process.
2. Preliminary Presentations: These presentations are prepared by the legal team for delivery to the buyer’s legal team about five days prior to a scheduled meeting with management. The purpose of these presentations is to educate the buyer’s legal team on key information and facts about the target company before they meet with management. This helps buyers get up to speed on all the relevant information that is likely going to come up during negotiations, thus allowing them to ask better questions at their meeting with management (see below).
3. Management Presentations: These presentations are conducted at the buyer’s request to answer questions that may arise during negotiations. Management presentations are usually given by the CEO and/or CFO to members of the legal team and other members of the deal team. The purpose of these meetings is to give the buyer’s side more information so they can make better decisions about whether or not they would like to proceed with the proposed transaction.

As each type of presentation is used during a different stage in a transaction, it is important for you to understand how each one works so you can decide which presentation is going to be best for your needs.

Objectives of a board presentations

1. To gain an understanding of the board members’ opinions and concerns, so that the final decision is likely to be one they all agree upon.
2. To help the board members visualize themselves in your shoes and understand how to achieve their own vision from this deal.
3. To raise awareness of the potential benefits that can be won from the acquisition and clearly define them for every member on the board. This helps answer any questions about value creation, as well as providing a “story” to help guide them through complex issues and make decisions easier for them.
4. To define, create and/or strengthen relationships with key board members, who could be important in the future.
5. To find out if there are any potential problems in the due diligence stage before they become real dealbreakers. This is a great time to fix them!

Features of Board Presentations

Let’s look at some of the most common types of presentations and how they can be used to make your M&A activity more successful:

1. Executive Summary of Key Facts: This is a summary of key facts and information about your target company that are important to the buyer. It should include recent financials, SWOT analysis, key personnel, and any other important information that will help the buyer get up to speed and ask questions during the negotiation process. This presentation can be tailored to suit your business so it will appeal to certain potential buyers. For example, if you are selling to a specialty pharmaceutical company, you may want to focus on their research and development capabilities. On the other hand, if you are selling to a high tech business, your target may be more interested in discussing their sales force or management team.
2. Appendices: These are supplementary materials that can be used in conjunction with your Executive Summary. These appendices may include information that is relevant to management’s needs or vice versa depending on what is being sold (e.g., financial slides based on historical financials). Some of these appendices may also include information from the marketing materials used during the M&A activity (e.g., financial slides based on the buyer’s historical financials).
3. Management Presentation: This type of presentation is ideally conducted by the CEO and/or CFO of the target company during a meeting with the buyer’s legal team. It is generally prepared after the preliminary presentations are delivered. The purpose of these meetings is to answer any questions about your company that may arise during negotiations and provide an update on recent news events, competitive activities, etc..
4. Board Presentations: These are prepared by members of management for use in board meetings where they will be presenting information to the board of directors or other key decision makers involved with the proposed transaction. They include information that is relevant to the board and can also be used in conjunction with your marketing materials.
5. Target Audience: There are different types of target audiences that you will want to tailor your presentation for. For example, if you are selling to a consumer product company you may want to focus on their sales force, new products or distribution channels whereas if you are selling to an industrial business, your target may be more interested in discussing their management team or latest news from another business they have invested in.
6. Timing: Different types of presentations and some of the tips that I am going to discuss require different planning time depending on when you will be presenting them (or need them). For example, if you will be using your Executive Summary when presenting to a conglomerate company, it generally takes about one week to prepare this type of presentation (depending on your staff’s availability). On the other hand, if you need to make a board presentation, you will want to plan it at least two weeks in advance. It is also important that you focus on developing your target’s needs so they can be prepared for the meeting with management.
7. Real estate: When preparing any type of presentation you should always mind the space available and try and make sure that your presentations don’t exceed that space. For example, if you are presenting to two or three members of management, it is often better to use one board. If you are presenting to a larger audience, it is best to use two or three boards. As far as where the presentation will be set up, I recommend that you always try and pick a room that has adequate lighting in addition to having enough space for the required number of boards.
8. Contact: If you are meeting with an important potential buyer, I recommend that you leave notes on each board with your contact information on them and where they should be directed in case they want any additional information after the meeting (e.g., “Contact Bill M .”).
9. Format: Depending on the types of presentations you will be making, you can vary the format for each one. For example, if you are presenting to a small group of key individuals, it is usually best to use a printed sheet with your presentation on it. On the other hand, if you need to make a board presentation that will be viewed by more than one member of key management staff, it is best to provide all necessary information in the form of presentations on slides (e.g., power point slides).
10. Handout: If you are providing your target with a copy of your presentation, it is important that they have something to take with them so they can review it if they have questions after your meeting. I recommend that you print an extra half page on the back of each board and create two or three sets of these handouts. Again, depending on the type of presentation you are making, this handout can be in the form of a printed sheet or as a power point presentation.
11. Organization: It is important to organize your presentations in such a way that there is no question about which information goes where and whether or not there are any missing pieces (e.g. a financial slide that was not included in your presentation). For example, if your sales and marketing strategies are being presented to the board of directors, you should have that information on separate slides.
12. Finalization: At the end of each presentation, it is important to leave a note reminding the target audience what time you will be meeting with management and where they can find out more information about the sale. In addition, once you have received their feedback after using their notes (if possible), it is a good idea to re-review your presentations for any necessary changes.
13. Delivery: Depending on the type of presentation you are making, a few tips are in order for delivery. For example, if you are using a printed sheet, attach the pages to markers and place them in a partitioned box. In addition, it is important that the entire presentation is set up very nicely and can be seen clearly by your audience – don’t forget to turn off all lights at the end of your presentation to ensure that everything looks crisp (or use a light box).
14. Reviewing: Once you have completed each presentation, it is important that you go through it (and make any necessary changes) with your team before going into any formal presentations with management.
15. Consideration: If you are in a competitive situation and have interest from other companies, it is always a good idea to follow up with the target after you have made your presentation. For example, if they would like to speak further with you or get more information they can contact the appropriate people on your staff.