When an acquisition supplants an internal project, the messaging is crucial for morale. Position the internal team's work as a successful R&D phase that validated the market need and informed the "buy" decision. This celebrates their contribution and frames the acquisition as an acceleration of their validated strategy.
The first conversation with a target CEO shouldn't focus on the deal. Instead, focus on their personal story to uncover their core motivation—money, legacy, or team success. This "why" provides the key to framing the acquisition in a way that resonates with them and dictates the entire negotiation strategy.
The most challenging M&A negotiation often happens internally, not with the seller. CorpDev must convince internal product and engineering leaders to abandon their own projects and commit resources to an acquisition, especially when it directly replaces an in-house effort. Gaining this buy-in is critical for success.
By the time a strategic acquirer enters due diligence, the desire to do the deal is already high. The process's primary purpose is not to hunt for deal-breakers but to confirm key assumptions and, more importantly, to gather the necessary data to build a robust and successful integration plan.
Andy Cohen corrects the common belief that patience is a key M&A trait. He argues for resilience and grit instead. Patience implies waiting passively, but deals require constant proactive momentum to overcome ambiguity, chaos, and frequent setbacks. Resilience is about pushing through failure, not waiting for success.
Formal cultural diligence can be staged. A more authentic assessment comes from informal settings. Observing how a target CEO and their team treat service staff reveals their true character and provides a powerful, unfiltered indicator of cultural compatibility or potential red flags for integration.
To prevent acquisitions from becoming orphaned "CorpDev deals," F5's process requires a senior product manager and a sales leader to co-sponsor every transaction. This ensures operational ownership. The product lead owns roadmap integration, and the sales lead signs up for the revenue target, making the business case tangible.
Veteran dealmaker Andy Cohen argues against a "win-at-all-costs" mentality in M&A. True success, particularly in tech deals where talent is key, comes from ensuring the acquired team feels the outcome is fair and their future is promising. If one side feels they lost, the integrated entity will fail.
For proactive deal sourcing, the initial contact is a high-stakes sales call. F5's Andy Cohen invests 2-10 hours researching a target before the first outreach. This deep dive into podcasts, blog posts, and mutual connections enables a substantive, flattering conversation that builds immediate rapport and credibility.
In the final deal approval meeting, require every functional lead (HR, finance, sales, etc.) to present their findings and cast an explicit go/no-go vote. This forces accountability and surfaces last-minute objections, preventing passive dissent where a stakeholder might later claim they were unheard, thus undermining integration.
Andy Cohen recounts walking away from a deal post-LOI after the target tried to renegotiate terms to favor preferred shareholders over common employees. Even though F5's economics were unaffected and lawyers offered indemnification, the company refused to be associated with such practices, prioritizing ethical principles and reputation over closing the deal.