Fairfax employs a clever M&A strategy called the "cannibal buy-up." When an asset is too large to acquire outright, they partner with another firm. Later, when financially stronger, they use their capital to buy out the partner's stake, allowing them to gain 100% control of a valuable asset over time.
Large companies rarely make cold acquisition offers. The typical path is a gradual process starting with a partnership or a small investment. This allows the acquirer to conduct due diligence from the inside, understand the startup's value, and build relationships before escalating to a full buyout.
A specific arbitrage opportunity exists with serial acquirers. When they announce a deal that will significantly increase future earnings per share, the market often under-reacts. An investor can buy shares at a compressed forward multiple before the full impact of the acquisition is priced in.
Classifying acquisition targets into three tiers—Hubs (new regions with strong management), Spokes (smaller tuck-ins), and Route Buys (customer lists)—creates a disciplined strategy. This ensures each acquisition serves a specific, pre-defined purpose in the overall consolidation and has a corresponding deal structure.
Acquiring smaller companies at a 5-6x EBITDA multiple and integrating them to reach a larger scale allows you to sell the combined entity at a 10-12x multiple. This multiple expansion is a powerful, often overlooked financial driver of M&A strategies, creating value almost overnight.
To maintain pricing discipline, Fairfax has a strict M&A rule: it never participates in auctions or bidding wars. Once an offer is made, it's final. This strategy prevents them from overpaying and ensures they only acquire companies at prices that offer attractive future returns.
Deal-making is evolving beyond same-sector acquisitions. A key trend is "intersector" consolidation, where asset managers acquire wealth or insurance firms. This strategic move aims to control a larger portion of the value chain, bringing the asset manager closer to the end client.
When acquiring a business, don't rely on a single outcome like achieving a growth target. Instead, seek assets that offer multiple ways to win. Even if the primary goal is missed, the acquired data, technology, or talent could create significant value for other business units, providing built-in insurance for the deal.
Fairfax executed a brilliant capital allocation move by selling a 10% stake in its subsidiary, Odyssey, to pension funds for 1.7 times its book value. They then used the billion-dollar proceeds to buy back their own undervalued parent company stock, which was trading at a discount of 0.9x book value.
The current M&A landscape is defined by a valuation disparity where smaller companies trade at a discount to larger ones. This creates a clear strategic incentive for large corporations to drive growth by acquiring smaller, more affordable competitors.
Viewing acquisitions as "consolidations" rather than "roll-ups" shifts focus from simply aggregating EBITDA to strategically integrating culture and operations. This builds a cohesive company that drives incremental organic growth—the true source of value—rather than just relying on multiple arbitrage from increased scale.