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In a competitive M&A process, intentionally bidding below the banker's guidance can be a strategic move. If the firm is a credible buyer, the banker may call back to nudge the price up, revealing valuable information about the true clearing price and the competitive landscape without overbidding initially.
When a prospect objects that your price range is too high, immediately pivot by asking what number they have discussed internally. This tactic leverages transparency—since you've shared your number, it's reasonable for them to share theirs—and quickly uncovers their real budget expectations.
A board's duty to maximize shareholder value is an expected value calculation. A $100B offer with a 75% chance of closing is valued at $75B, making an $80B offer with 100% certainty more attractive. Boards weigh financing and regulatory risks heavily against the headline price.
By completing extensive strategy work and securing board approval upfront, Milliken entered the final bidding stage as the "most certain bidder." This allowed them to close quickly and confidently, winning the deal despite not offering the highest price because the seller valued the assurance of a close.
In a competitive M&A process where the target is reluctant, a marginal price increase may not work. A winning strategy can be to 'overpay' significantly. This makes the offer financially indefensible for the board to reject and immediately ends the bidding process, guaranteeing the acquisition.
Contrary to classic advice, literary agent Suzanne Gluck avoids making the first offer. She builds a compelling case, letting the other party's enthusiasm potentially lead them to a number higher than she would have proposed. If their offer is too low, she simply dismisses it and resets the baseline.
Rather than just submitting a bid, smart buyers proactively call the investment banker beforehand to frame their offer. This "working the refs" strategy helps manage the banker's expectations, gather intelligence, and avoid being dismissed, even if the initial bid is not the highest.
Instead of lowballing, Bending Spoons makes a very fair, near-final offer immediately. This tactic builds a reputation for seriousness, similar to Warren Buffett's approach. It avoids lengthy back-and-forth and signals that they are not a buyer that can be "pushed around," creating an efficient and powerful deal-making process.
When a potential acquirer calls, the founder's default mode should be information gathering, not pitching. By asking strategic questions ("Who else are you talking to?", "What are your goals?"), founders can extract valuable competitive intelligence about the market and the larger company’s plans, regardless of whether a deal happens.
Once a company is in an auction, the valuation framework shifts from intrinsic value to behavioral economics. Bidders are often driven by ego, public commitment, and a refusal to lose. They are no longer buying just cash flows but "redemption for their ego," driving prices beyond rational models.
After skillfully negotiating two offers and nearly doubling the price for SiteAdvisor, Chris Dixon felt he had maximized the deal. However, the acquiring CEO later revealed his board had authorized a price twice as high, a humbling lesson that a seller rarely knows the buyer's true willingness to pay.