Avoiding the pitfalls of merger most foul

There's no need for anyone to get their fingers burned by mergerdeals if they are handled well

An owner and his company are easily parted - especially when huge wads of cash or bundles of shares are waved in front of his nose.

There is plenty of life left in the current whirligig of industry consolidations, with a number of, mostly US, cash-rich buyers, gagging to buy corporate resellers with a significant local market presence. SHL, GE Capital TMS and Elcom are all enthusiastic purchasers.

And there are plenty of top 30 UK resellers that could be available - if the price is right. For example, the long-term future of Info' Products as a subsidiary of KNP-BT, the Dutch maker of paper and cardboard products, must be in doubt.

KNP-BT has already floated its US stationery supplies business on Nasdaq.

A future flotation for Info' Products or - more likely - a trade sale to a US supplier is a sensible strategy for KNP-BT, which needs huge amounts of working capital to achieve its stated aim of being one of the world's top three paper suppliers.

Info' Products has a trading alliance with Entex, a top-five US reseller.

And a more formal relationship between the two, under Entex' leadership, looks like a reasonably safe bet.

And rumours refuse to go away about top 10 reseller Simmons Magee, despite flat denials issued to the company by the press.

The UK also has its own share of resellers able to shell out on the occasional purchase. SCH, P&P, and Compel have demonstrated their willingness to buy businesses, although they tend to be less ambitious than their US counterparts - their acquisitions tend to be portfolio buys rather than wholesale market share grabs.

But Compel may be interested in bigger fish to fry. It got its fingers badly burned with a #250,000 bill for a failed acquisition of an unnamed, but obviously large, reseller. The experience will leave the company a little shaken, but is unlikely to deter it from its known ambition of acquiring a networking specialist.

Most headlines on computer acquisitions are reserved, quite understandably, for activity among the top corporate resellers. But the dynamics driving their consolidation - customer desire, margin pressure, and need to invest in new technologies - apply equally to smaller, local resellers.

Local resellers need to safeguard their futures by investing in newer, value-added technologies. But these training investment requirements are growing ever more burdensome. Each year, vendors are raising the bar for accreditations, and each year we see more companies falling by the wayside. Novell, for example, is reauthorising its top-tier UK channel, which could see up to a third of its top 48 resellers qualify for platinum status.

The Internet is loaded with huge opportunities for resellers, but again investment requirements are expensive. This all suggests that certain economies of scale are required. And that means merger or acquisition.

Trouble is, there are too few resellers with the ability and the desire to make these acquisitions happen. Serco is an obvious exception. Armed with the backing of a rich parent company, Serco is building up a significant national presence through acquisition - its most recent coup was the purchase of The Computer Centre, East Anglia's biggest regional dealer with annual sales of #15 million, for an undisclosed sum.

The Rapid Group, the ambitious #12 million Crawley-based reseller, is another company keen to grow by acquisition. Last year it doubled in size through the purchase of Cambridge Computer Centre, a leading Apple dealership.

Rapid Group MD John McCartney says he is keen to buy more dealerships.

But then he has the funding from associates in the property business, as well as a huge credit line from Venture Factors, to put his money where his mouth is.

It is not quite so simple for most resellers, which lack both the money and perhaps the energy needed to implement a successful acquisition policy.

And perhaps the most financially viable method for local resellers to achieve economies of scale is through merger, constructed as a share swap where no money changes hands.

But true mergers, where two companies pool their interests for the greater good, are notoriously hard to pull off. The potential for culture clash and politicking is very great. And it also requires at least one of the dealer principals involved to take a back seat, an unusually altruistic move in this industry of big egos.

Nevertheless, there are ways of making mergers work for smaller resellers.

The deal between two South Coast resellers, 2GL and Accounting Answers, is a case in point. 2GL is transferring its accounting contracts into Accounting Answers in return for a undisclosed, but minority stake in its new affiliate.

This is a win-win situation, which sees Accounting Answers build economies of scale for no extra outlay, while 2GL can concentrate on its core networking and connectivity business. At the same time, 2GL gets to share in the future success that Accounting Answers makes of this business. The deal neatly sidesteps culture clashes and strengthens the core focus of both resellers, at no financial cost to either party.

2GL and Accounting Answers is an elegant example of how to construct a small-scale merger in which both parties benefit. Other resellers might profit by examining the deal more closely.