Due Diligence
An Asian-based multinational requested a preliminary commercial and reputational profile on two potential acquisition targets in Mexico [Company A and Company B], in each case providing:
The overall aim of the report was to provide the client with a closer understanding of the size and profile of the companies, on which little public information was available, and of their ownership and management structures.
Both target companies were based in a state in the west of Mexico, and we conducted full open-source searches on both companies before deploying four experienced enquiry specialists to the state to make source enquiries and to access locally filed documents.
Top and bottom-line financial figures are not publicly available for companies of this type in Mexico and so financial estimates had to be based on information provided by well-informed sources. Our report included the caveat that estimates of turnover and profit were based on anecdotal evidence and required further verification.
Methodology
Sources consulted
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A former high executive at the sector’s leading company, the main competition for both Company A and Company B
A former senior manager at Company A
A current high executive at Company A
A very senior executive at Company B
A former senior executive at Company A
A senior executive at another competitor company
Another senior executive of the main competitor company
A senior executive at a major customer of both Company A and Company B
A Supply Chain Manager at another of Company A’s customers
An industry consultant who until recently worked for one of the big three companies
A lawyer who is close to Company A and knows Company B
A senior member at a Chamber of Commerce
Key findings
Company A:
We reported that company A is one of the ‘big three’ Mexican companies in its field. It was started by executives from the sector’s number one company, but we were told “it was all done very nicely. He [Company A’s main founder] waited a year for his non-compete to expire and then started his own company.”
We provided estimates on sales and profit based on discussions with well-informed sources. A former senior executive at the company told us: “As far as size is concerned, [Company A] is growing and is probably number two in the sector.” Another source, from a competing company, told us: “[Company A] is one of the most important producers, with two plants…we have very similar profiles in terms of production volumes.”
We reported that both the company and management have a good reputation, with one leading source going so far as to say that Company A is a better company than the number one in the field. We listed the company’s 30 main customers and suppliers.
A Supply Chain Manager at one of Company A’s customers told us: “We buy from [Company A], and they are an excellent supplier. They are easy to do business with, good people. We have been working with them for several years and have had no quality issues with them, and they always deliver on time. I have been working here for four years, and I have never had a problem with quality or delivery, and I haven’t heard of any in the past. I would rate them a number 1 supplier for us.”
Two suppliers we talked to indicated that bills were paid promptly and that the company had a good credit reputation.
We reported a senior executive at a customer of Company A as saying: “I can’t speak about their financial situation except I think [Company A] is strong. They can be flexible on price when it is necessary.”
The report provided profiles on the company’s four founding partners and on three other senior executives. We noted that feedback on the principal founder was almost entirely positive. A source at one of Company A’s main customers told us: “I have known [the main founder] for more than eight years, even from when he was at […] After he left […] he regained us as his client about a year later. Since then, he has always bent over backwards to service us; better than our other providers.”
This source added: “We have had a great experience working with […] he always keeps his word, even when he might have to take a loss in doing so, and he always comes through. He makes deals with plants, and even if they (for whatever reason) can’t provide our shipments, he has alternative providers. He always delivers on time and to our quality standards…I trust him 100%...He has solid values and is building a professional organisation.”
A lawyer who is close to Company A told us that the main founder “Is the true leader. He’s responsible for growing the clients as well as the network of capacity…He’s a great negotiator, honest and trustworthy.”
The shares in the company are owned by three shareholders. The report provided full details of the share structure and the holders of the shares.
Company B:
Top and bottom-line financial figures are not publicly available for companies of this type in Mexico. However, well-informed sources told us that Company B is a “small player” when compared to the ‘big three’, including Company A.
We reported that opinions on Company B vary. A former top executive at the sector’s leading company said: “I don’t have a very good impression of Company B; it’s basically a failure. They don’t understand that their business is in the marketing and how to build up an international team. The growth is in the export market, and especially in Asia.” We noted that Company B had said that it was concentrating on the United States and Mexico.
On the other hand, a former senior manager at Company A called it “a solid company with the same production quality and mature processes as others”. Another source at Company A described Company B’s product as “very good”. And we were told by a very senior executive at the Company B: “The company has been constantly growing. This year, we are launching three new areas [details provided].
Another source, a senior executive at a company which is a customer of both Company A and Company B, confirmed that Company B is “a good supplier as well, but not as strong as Company A”.
We reported that a credit report assigned the company with an EMMA [Emerging Market Mediation Alert] score of 6, indicating ‘average risk’. This means that the business is well-established but that its paying record is slow.
A lawyer who knows both companies told us: “I don’t think Company B is as solid financially as Company A”.
Company B’s relative size was explained to us by a senior executive at a leading company in the sector, who said: “Company A is number three in Mexico in terms of international sales, preceded by…which is number one and…Together these companies hold almost 100% of the market, while Company B is considered tiny.” However, this source was not sure about the exact market share that Company B holds. We reported that the company employs around 170 people including approximately 20 office staff.
A senior executive at another competitor said: “Company B a smaller player [than Company A] with much less volume. They are not our client.”
We reported that the company’s president has a noteworthy history. He has in the past been a business partner of a former Mexican president and at one stage he had to leave the country because of security concerns. One source told us “two of his former partners were killed”. The same source described him as “a good businessman” but added: “He has been out of the country for a while because of security reasons. I am not sure if he is permanently back now.”
Our source enquiries revealed that there are four key executives at Company B. There were few references to them in the media, and no adverse news was found on any of the named executives.
A well-placed source said of Company B’s managing director: “I have only positive things to say about him.”
A search was conducted in a local public registry in order to locate the corporate records of Company B. We supplied details on the share structure including the names and holdings of the 23 shareholders.
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