Reflecting the growth of ecommerce, shoe retailer DSW will acquire Ebuys, Inc., the company announced on February 17. At $62 million, the acquisition may seem tiny compared to such newsmakers as Sysco’s $3.1 billion deal to acquire Brakes Group or IBM’s $2.6 billion deal to acquire Truven Health Analytics. But there are opportunities to learn from this transaction.
DSW, which stands for Discount Show Warehouse, has 469 stores in the U.S and Puerto Rico and is known for low pricing on brand-name shoes and accessories. Ebuys also sells shoes and accessories to North America, Europe Australia and Asia through the retail sites ShoeMetro and ApparelSave. DSW will use the acquisition to increase its online presence and expand abroad.
Although bigger deals draw greater attention, companies often use smaller, more targeted acquisitions to grow strategically. Especially in the middle market, the value of many deals isn’t disclosed and the deals may not even announced. Businesses often like to move stealthily and keep their strategic plans hidden from the competition.
Strategic Rationale
An analysis of this deal with our opportunity matrix shows that it is built upon distribution – selling the same products to new markets. With Ebuys, DSW will continue to sell shoes, footwear and accessories but find new customers internationally and online outside of their traditional retail space. Looking at trends in the retail space – and quite frankly in any space – the rise of technology is here to stay. Customers, especially millennials, use the internet increasingly to research and purchase products. Rather than risk becoming obsolete like brick-and-mortar bookstores driven out of business by Amazon, retailers such as DSW must adapt to changes in market demand and increase their ecommerce capabilities.
Opportunity for More
There is more to this deal, in that Ebuys has the opportunity to earn future payments. Also known as earnouts, these are commonly used in acquisitions as a means of bridging the valuation gap between buyers and sellers. Sellers naturally have high expectations for their businesses, often called hockey stick projections, that buyers might disagree with. With earnouts, the seller will receive a future payment once they hit certain milestones. In addition to the $62.5 billion DSW will pay today for its acquisition, if Ebuys achieves the financial goals set forth in the acquisition agreement, it will have the opportunity to earn more.
With future payments, buyers are in essence saying to sellers “We love your business and want to see you achieve your projections, so prove it to us. If you do, we’ll pay you more.” This way, if the seller’s positive projections turn out to be true, the seller will be rewarded, but the buyer doesn’t risk losing money on growth that never materializes.
