Best Practices for Getting Acquired

Dawn Lepore, Former CIO Charles Schwab and Former CEO Drugstore.com

Dawn Lepore is on the advisory Board of Lead Edge Capital. Dawn was the CEO of drugstore.com, which was acquired by Walgreens. Prior to joining drugstore.com, Dawn was a senior executive at Charles Schwab, where she served as vice chairman of technology, operations, administration, strategy and active trader, and was the Chief Information Officer. Currently Dawn serves on the Board of Directors at AOL, and more. She previously served on the Board of eBay, Wal-Mart Stores and the New York Times.

Summary Notes on being acquired

• Dawn sold drugstore.com to Walgreens and has seen acquisitions from a management and board perspective

• Best practices from thinking about being acquired

• Have to determine your long-term strategy and weigh risks and rewards of remaining as a standalone business or being acquired – key to remain open-minded

• Key to identify complementary values between your company and the suitor

• How to handle approaches from potential acquirers

• Must begin the process as general relationship building – have many informal conversations

• Find out as much as possible about other party

• Share enough to keep people intrigued, but don’t be naïve

• Importance of trusted advisors

• Need to consult individuals who have been through a similar process – these individuals can help make sense of all the agendas at the table

• The challenging role of the selfless CEO

• The CEO has to put herself last

• Dawn shares an example of a CEO who compromised on deal terms that were initially against his will but ultimately to the company’s benefit

• Considerations when companies are approaching you

• Build a strong relationship with the point person representing the potential acquirer – this is the individual who pitched your business to management and wants to see you do well

• Discuss key metrics and build a mutual understanding of a successful outcome

• Strategic thinking for getting deal done

• Identify the decision maker behind the deal and leverage your network to find out what’s being said about the deal internally