IR DEPARTMENTS AND M&A

Monday, August 17, 2009
By Joshua Tulgan, Director of Investor Relations at MTS (NYSE:MBT)

Recently, we tracked a discussion about the role of IR in the M&A process on a couple of industry blogs (original entry and the response to it). Given the recent announcement of our intent to acquire a controlling stake of COMSTAR-UTS, I thought I could offer one perspective from an IR professional.

I would agree that investment banks are a great resource for information for M&A communications (i.e. the data points used to sell the deal, such as multiples and comparisons with other similar transactions, particularly in a global context). At the same time, I do believe that the IR department should be brought in to discuss such key questions as the strategic justification, valuation process, and key integration issues inherent in any M&A deal.

The IR department has been afforded an active role in many facets of the transaction due to the legal, governance and valuation issues involved. Our key task has been laying the groundwork for investors to appreciate the strategic importance of the transaction, followed by a multi-faceted approach to managing the information flow, investors’ expectations and management intent following the closing of the transaction. Our success so far has been due to our deep involvement in the deal and driven by the fact that long after the banks, our M&A team, the lawyers and DD advisors are gone, the IR department will be left to mind the store so to speak.

In the end, we do sell ideas, data points, etc. to our audiences, but IR affords the rare opportunity to craft the item being sold. And I think any salesperson would admit that the greater role IR has in shaping a product, the more the IR function will believe in the product. And this makes the product that much easier to sell.

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