The world of finance is undergoing a seismic shift. No longer is the bottom line the sole driver of corporate decisions. Today, a new set of factors – environmental, social, and governance (ESG) considerations – are fundamentally reshaping how businesses operate and, crucially, how they approach mergers and acquisitions (M&A). While ESG has been gaining traction for some time, its influence on M&A strategy is becoming undeniable.

Imagine a world where acquiring a competitor isn’t just about market share or immediate profit margins. Imagine a world where factors like a company’s carbon footprint, its commitment to diversity and inclusion, and its ethical sourcing practices play a significant role in determining the value of a potential deal. This is the reality we are hurtling towards, and M&A strategy is at the forefront of this transformation. M&A can be a powerful tool for driving positive change. By prioritizing ESG factors in M&A deals, organizations can contribute to addressing pressing environmental and social issues while reaping the financial benefits of strong ESG performance.

Let’s explore how ESG is reshaping M&A and the implications for businesses considering acquisitions or mergers.

ESG in M&A: Beyond just avoiding risk

Traditionally, M&A has focused on identifying and mitigating risks. While ESG does present some new risks, it also unlocks significant opportunities. Companies with strong ESG performance are attracting premium valuations. For instance, renewable energy providers boasted valuation multiples significantly higher than traditional oil and gas companies in recent M&A deals.

Looking at a target company through an ESG lens can reveal hidden risks beyond the typical financial considerations. These may include physical risks associated with climate change, potential regulatory changes driven by sustainability concerns, or disruptions caused by new climate technologies.

Quantifying the impact of ESG in M&A

It’s been challenging to translate ESG factors into financial terms, making it difficult to account for them in valuations. However, progress is being made. Private equity firms are pioneering new tools and techniques to quantify ESG impacts, allowing for a more holistic understanding of a target’s value.

Long-Term Planning is Key

ESG risks and opportunities often play out over extended timeframes, exceeding the typical time horizons used in M&A models. This necessitates longer-term planning and incorporating ESG factors into valuation models. Analyzing scenarios at potential exit points and factoring in evolving regulations and technologies is crucial.

ESG Due Diligence: A Must-have

The growing importance of ESG necessitates robust ESG due diligence during M&A transactions. This involves assessing a target’s ESG risk exposure, its approach to managing these risks, and potential ESG-related opportunities. Due diligence should encompass traditional areas like labor practices and compliance but also delve into areas like biodiversity and human rights. Standardized metrics for ESG reporting are still under development. However, resources from organizations like the World Economic Forum and the Sustainability Accounting Standards Board (SASB) can provide guidance for due diligence efforts. Additionally, some companies’ CSR and sustainability reports can be helpful resources.

Building ESG in M&A expertise for both buyers and sellers

Given the complexity of ESG issues, businesses may consider establishing dedicated ESG due diligence teams or ensuring all team members have a strong understanding of ESG considerations. A comprehensive due diligence process should analyze the target company, its industry, and competitors.

Sellers can maximize their deal value by proactively evaluating their ESG practices before going to market. Tools like the SASB Materiality Map can help identify key ESG priorities for their industry. Buyers, on the other hand, should establish a framework for prioritizing ESG factors when evaluating potential targets.

Preparing for a Successful M&A Deal with ESG considerations

Several areas require focus during M&A preparation to ensure a smooth and successful transaction for both parties:

• Governance & Integration: A target’s ESG policies and commitment to sustainability reflect its culture and long-term viability.
• Past ESG Issues: Addressing past non-compliance or ESG risks helps ensure a successful transaction.
• ESG Ratings & Standards: Understanding the target’s ESG ratings and frameworks used helps assess its performance.
• Stakeholder Engagement: Effective engagement with stakeholders on both sides is crucial for a smooth transition.
• Legal Review: A thorough legal review covering environmental compliance, human rights, labor standards, and other ESG-related areas is essential.

ESG and Valuation: A Clear Connection

Studies indicate that companies with strong ESG records command premium valuations during acquisitions. This is because ESG factors can impact a company’s cash flow through factors like customer attraction, cost reduction, regulatory compliance, talent acquisition, and capital allocation.

The Future of ESG in M&A

ESG’s influence in M&A is steadily increasing. As ESG metrics and valuation tools continue to improve, neglecting ESG considerations will become increasingly untenable. Businesses that proactively integrate ESG into their M&A strategies will be well-positioned to navigate the evolving landscape and unlock the opportunities presented by a more sustainable future.

MS as your partner in M&A deals

MS recognizes the complexities of M&A deals and is here to help you navigate the journey that could jeopardize your deal. Through thorough due diligence, we identify potential risks such as outdated IP or unforeseen liabilities. Our valuation experts ensure you don’t overpay, while our financing specialists take all costs into account to provide a clear financial picture. We assist with integration to minimize disruptions and manage expectations. By meticulously addressing these areas, we empower you to make informed decisions throughout the process, maximizing the value of your M&A strategy.