At its core, programmatic M&A is not a volume play; it’s a strategy for systematically acquiring small to midsize businesses, services, and capabilities and for effectively integrating them as new businesses or capabilities.
Companies that adopt this approach to deal making, including a select group of insurers in both the life and property and casualty (P&C) sectors, have generated superior excess TSR by focusing on a series of smaller acquisitions to diversify product offerings or add new capabilities—rather than traditional financial-sector M&A goals that emphasize building scale.
To support a programmatic approach to M&A, acquirers need to canvass a large number of potential acquisitions—as many as two to three times more than they did several years ago. But in our experience, many insurance carriers are facing that volume of activity with little more than the most basic framework describing the how and why of their M&A strategy. In a recent informal poll of insurance executives who focus on strategy, business development, and M&A,1 we found that some believe they have relevant capabilities in place given their frequent engagement in M&A (Exhibit 1).
Yet few of these rise to the level of what we would define as a fully developed M&A blueprint. Without such a blueprint, companies will find it hard to distinguish between through-cycle opportunities (during both upcycles and downturns) that are consistent with their corporate strategy and low-hanging opportunistic deals available in the marketplace that are not.
Furthermore, without a developed M&A blueprint, insurers are more likely to pursue ad hoc synergies around each target with hit-or-miss returns.
A robust M&A blueprint addresses where, why, and how a company will undertake a systematic program of acquisition. It lays out well-defined themes and criteria that are explicitly grounded in strategy, builds conviction and alignment of stakeholders, and sets clear boundaries and integration plans. The result is that companies can be both more proactive and more opportunistic at identifying potential acquisition targets and will be better prepared for negotiations and integration. As important, an effective M&A blueprint will be an invaluable tool for executives communicating a compelling story, both internally and to investors, about the company’s deal-making strategy and its vision for the future.
Where and why
The foundation of any M&A blueprint is an explicit articulation of how M&A aligns with and furthers a company’s growth strategy. Companies that acquire businesses expecting to refine the strategic rationale later are unlikely to reap the rewards of programmatic deal making. So are those that see smaller acquisitions as malleable building blocks to be pieced together ad hoc, that take an opportunistic approach to M&A, or that proceed without a pressure-tested integration playbook.
For companies considering acquisitions, an M&A blueprint should target specific growth themes and boundary conditions that reflect a comprehensive self-assessment of a company’s competitive advantages as well as the compelling strategy requirements for its business model that make it well suited to pursue M&A in a specific area. For example, a personal lines P&C carrier’s corporate strategy included enhancing customer growth through a digital engagement platform. Confident in the company’s ability to rapidly scale new businesses, managers decided that a program of M&A to acquire the various components of an integrated, direct-to-consumer platform would be the best way to accelerate domestic growth and support international expansion.
Identifying growth themes
An effective blueprint for programmatic M&A identifies at most three actionable M&A growth themes.2 These themes should be areas where the company can add value to targets and needs M&A to deliver its strategy. They might include, for example, themes leading to superior product manufacturing capabilities across life and annuities as well as personal and commercial P&C lines, the ability to operate effectively in multiple international markets—which can be difficult to achieve through organic growth—or opportunities to target smaller companies with differentiated offerings and niche areas, including asset management or specialty commercial P&C lines.
A vague M&A blueprint with an unclear link to strategy tends to lead to overly broad objectives for deal making. “Increasing our digital focus,” for example, is not specific enough to help executives identify potential M&A targets.
A more actionable objective might be framed as “improving underwriting methodology by acquiring companies with expertise in areas such as data analytics, intelligent pricing, antifraud, and telematics.”
Converging around the top one to three areas where M&A can most substantially advance the organization’s strategy takes some planning. Getting a group of executives to agree on a shortlist of M&A themes is bound to evoke some friction. If you were to go around the table at the next strategy meeting and ask your company’s senior leadership team to identify the organization’s top M&A themes, you’d likely end up with a long list of ideas.
That’s acceptable, at first, because such an exercise can serve as a mechanism that compels everyone to take a closer look at their data, assumptions, and biases—a process that elevates awareness and understanding. But eventually, the most effective M&A blueprints also reflect alignment and conviction among senior leadership (including business unit leadership and the business development team) around a shortlist of M&A themes.
Among the North American insurance industry M&A executives we polled, the two most common objectives of pursuing deals are the acquisition of new capabilities and the expansion of product and service offerings. Less relevant acquisition rationales included expanding geographically, realizing economies of scale, and acquiring undervalued companies.
The CFO of one leading insurance company successfully focuses the carrier’s M&A agenda around a prioritized set of growth and capability themes. Close collaboration between the CFO’s team and business unit leaders enables the company to identify top acquisition candidates—which is a big factor in their success at conducting due diligence on dozens of potential targets each year.
This company successfully completes multiple bolt-on deals per year, many of which are privately negotiated transactions cultivated through proactive sourcing rather than well-known opportunities in the marketplace. In addition, the CFO’s team uses its playbook to create value and meet integration targets, which maintains capabilities, improves the cost structure, and typically includes a boundary condition of achieving earnings accretion within 12 months.
Setting boundary conditions
One aspect of this assessment that is often overlooked is an explicit acknowledgment of the market and organizational forces that define the boundaries of a company’s deal making in terms of size, type, and pace. The most concrete boundary is probably how much capital an insurer has on hand or can raise to fund a program of acquisitions—including capital not just for funding acquisitions but also for integrating and scaling each asset.
Boundary conditions might also include financial metrics such as those reflecting an insurer’s growth targets, margins, earnings, or ROE. If a carrier is only anchored on certain return metrics, such as ROE or ROIC, to track ongoing performance of an acquired asset, then high-growth, early-stage companies often look less attractive.
Alternatively, if an insurer is willing to look at an array of metrics based on the asset profile—such as ROE or ROIC for mature assets versus top-line growth for early-stage innovators—then it will have a greater degree of freedom for deal making. Finally, even softer assessments of organizational and cultural fit, financial limitations, or regulatory boundaries can further narrow the scope of potential targets.
Establishing these boundary conditions early—with explicit agreement from the CFO and the board—can help put teeth into investment commitments and align everyone on negotiable and nonnegotiable terms.
Consider, for example, the case of one personal lines carrier. Over the years, the company had a generally successful track record of acquiring large insurers to add new brands and customer segments. However, these acquisitions were seldom fully integrated, resulting in unwieldy productivity metrics and a collection of separately maintained corporate functions, such as finance and HR.
This M&A strategy worked reasonably well until the company realized its loose approach was not scalable. The insurer addressed this issue by resetting both its organizational and M&A approaches and refining its methodology to implement a series of boundary conditions for acquisitions linked to tightened integration parameters.
These included centralized corporate functions that created additional efficiencies, rather than maintaining separate corporate functions for each company it acquired. As a result, the company is now able to effectively pursue growth through M&A.
