From Silos to Synergy: Best Practices for Uniting Diligence & Integration in M&A

Matt Arsenault: The interesting thing for Jamf is that because we're so focused on the Apple ecosystem, we actually have a really strong guardrail on strategy. So for us, even our largest acquisition was buyer-led; the seller was not in a process. It was just a technology set that we knew we needed because we were trying to expand from security on macOS to iOS. 

Even the largest transaction was buyer-led. We went in, did a lot of our work up front, but the number one way to make sure you're looking at those things is to have that clear strategy and sequencing. As a software company, we are very product-led in how we do that. So we're looking at our roadmap and elements of what could be next. 

Really, I'm sourcing deals 12 months before we would even start a formal process. We're closing the ones we were looking at last year now, and then looking for deals for that next phase of roadmap acceleration and customer value acceleration.

Camilo Franco: Another piece to that is getting integration involved really early on in the process. Matt and I work really well together as he's building out that pipeline and having those conversations. 

He's including me in some way, shape, or form, so that I know what's going on, have a pulse on where things are going, and can already begin formulating some of those integration planning pieces. 

We're teeing up resources internally to know, okay, when this thing does come down the pike, we're ready for it. So that's also key.

Synchronizing diligence and integration planning

Matt Arsenault: I was very intentional. Camilo’s title is both integration and operations, and I put him in charge of setting up everything from LOI onward. He coordinates all our due diligence activities and all of our integration planning. He's the main point of contact with our executives.

We're working on a deal right now where we don't even have an IOI or evaluation range, and we've already met with our C-suite on key synergies, synergy plans, and integration plans. To justify the valuation we want to pay, we have to have that solid. 

The first step was being intentional about setting up the idea that due diligence informs integration planning, and the person in charge of both is the same for our team.

Camilo Franco: One of the first things I did after joining Jamf was evaluate our systems. Our process was scattered everywhere. We had team members using SharePoint for one thing, Confluence for another, and Dropbox for storing everything else. It was information overload.

So, my first chat with Matt was about needing a tool to bring together all these resources. It’s such a cross-departmental function, and everyone was using something different. We needed to streamline the process.

Enter DealRoom. It was one of the first tools we implemented. Approving a software package was a fun process, but we got it done. Now we have a single platform where all the information from due diligence to integration is stored. 

It’s made onboarding faster and provided a clear source of truth for everything we’re building out. That’s been a huge factor in streamlining the process and making us more successful.

Matt Arsenault: It was much easier for us to justify that spend because we did our largest integration in JIRA and Confluence. When the board asked us for a Gantt chart, it took the program team four and a half weeks to go through all the JIRA tickets and create the timeline in an Excel spreadsheet. My boss said, “Yeah, we're not doing that again.” So we really looked for a system that gave us ease of reporting and coordination.

The importance of integration-led diligence

Camilo Franco: Having that front-row seat to the entire process is key. Running the diligence process while also formulating an integration plan and allocating resources has been huge.

Another important piece is that the majority of the people involved in integration aren't full-time integration employees. They're resources with full-time jobs, and this work is just added to what they do, which is challenging. 

Having a clear report from due diligence helps us know what resource allocations are needed and allows us to plan properly. It also highlights red flags, like when we don't have enough resources for a proper integration. This leads to better executive decisions on whether to close a deal or not. That wouldn’t exist without that connection between integration and due diligence.

Matt Arsenault: Before we went public, this was already ingrained in our process, so our executives expect to see code scan reports or tax findings. It means we're not fighting to gather that information. Integration-led diligence is only possible because these aspects of diligence are fully funded and supported by external advisors.

Early integration planning pre-LOI

Camilo Franco: One of the reasons I love DealRoom is that we manage our pipeline there. Matt is having conversations for 12 months sometimes, and all that information goes into DealRoom. 

As soon as we move into the phase where we’re pre-LOI and starting to move forward, we're putting this in front of our investment committee for approvals.

I’m already involved and aware of what’s been happening, but once we're full-fledged, we open up a data room and start putting in all the preliminary findings we have. We’re building out those data sets early.

Pre-LOI, we build out a pre-LOI due diligence list. We want to have a solid conversation with the target, so we focus on key financial information that’s necessary to come to a proper valuation. All of that goes into the DealRoom pre-LOI, and we start building out the data set.

At this point, only a few people have access to the data room—mainly our team and financial analysts who are doing the modeling. Once we have a proper model built out, we can present it to our investment committee, get approvals, go to the board, and then move to LOI.
Matt Arsenault: The important part is that the valuation includes synergy considerations. We need a plan for what the sales team will bring to market and any potential G&A leverage. Signing an LOI is a serious commitment. 

When we send an LOI, we’re planning to close the deal. The head of engineering is already discussing how product technologies will come together pre-LOI, so by the time we sign, we have a solid sense of what our integration plan will look like. We sign fewer LOIs but have better clarity early in the process.

Building and refining the integration thesis

Camilo Franco: The first employee of the company has been driving our expansion strategy. He starts with the thesis, which is essentially a rough outline, and then Matt and I fill in the details. 

It typically answers why we’re interested in the deal, its relevance to our space, and the extension it provides. It also outlines which teams at Jamf will need to work together to optimize the acquisition. We bring in key leaders early on, so they’re contributing from the beginning. 

The go-to-market piece is also crucial for us. We need to figure out how to integrate this acquisition and make sure there’s a cultural fit.  But beyond that, we ask how we’re going to take this product to market. 

Will it integrate into our current product line, and what teams will sell it? Are the sales teams equipped for that, or do we need to allocate resources to prepare them?

Sometimes the company already has a go-to-market function; other times, if it's a smaller startup, they might not have one, so we have to plan for that as well. We discuss all these factors and build out a thesis that outlines how we’ll make it work and the approximate cost.

Matt Arsenault: Then, we sign the LOI. Once the LOI is signed, we bring in the next layer of management to buy into the integration thesis and plans. That’s when we transition from just the C-suite to vice presidents across various departments. 

Pre-LOI, we have around 14 to 18 people involved. Post-LOI, that number jumps to around 30. The focus during this phase is knowledge transfer from executives to the teams and allowing those teams to add value in their respective areas. 

At this point, we have firm goals because the executives have signed off on major milestones and targets, and the teams come in to execute on them.

Camilo Franco: Then we move into full-blown due diligence. Before, we had a top-level view, but now we dive into the nitty-gritty—understanding everything about the company, uncovering any skeletons in the closet, and conducting management meetings. 

This helps ensure there’s a cultural fit and allows both our teams and theirs to spend time together, making sure this acquisition is a good fit for us moving forward.

Balancing due diligence and integration

Matt Arsenault: If you have your integration plan up front, your findings will modify it. Traditionally, it's due diligence first, then you create the integration plan. But at Jamf, we build our thesis first, and then use due diligence to test and adjust it, not to create it. 

This mindset shift is essential. We're doing two or three deals a year, but we're making sure they're the right ones. We go into the process already knowing the likely risks. 

For example, during accounting due diligence, we ensure ARR is measured the way we expect it to be. In legal, we make sure the contract reflects shared risk appropriately. It's about adjusting our thesis based on the findings, not creating it from scratch.

The team has pointed out—you can either pick quality, price, or speed, but not all three. We chose speed. We're intentional about our two- or three-year horizon. So if it takes two years to close a deal and a year to integrate, we're still on time. 

This is why having a buyer-led approach is crucial. We share our thesis with the other side, and they trust us enough to help solve some questions even before we're fully through the diligence process.

Camilo Franco: That’s a key point. Matt builds relationships long before we get to these stages. By then, they’re not only invested in their side but also in our forward-thinking vision of what the deal could be and the synergies involved.

This support helps validate the integration plan through due diligence, or, if needed, we can pivot and make changes based on informed decisions.

Matt Arsenault: Currently, we have four deals in the discussion phase, just before bringing them to our investment committee. On average, they’ve been in DealRoom for over two years. We have a large pipeline of outbound and inbound interest, and even the banker-led deals are ones we’ve been talking about for quite a while.

Building confidence in early integration planning

Matt Arsenault: The risk of allowing that flexibility is that many teams joining us feel hesitant. I keep telling them, 80 percent of your plan isn’t going to change, no matter what you find. So give me that 80 percent, and we’ll put it in place. But they often worry about “what if” scenarios. That’s the back-and-forth we face with departments.

Since we plan so early and it’s iterative, they don’t feel confident in finalizing a plan, even after close. But I remind them, for instance, in our IT organization, no matter what, you’ll need to know which systems to put an SSO in front of. 

That step remains the same. Whether they have an SSO or not, the process is still the same. A lot of our work has been educating teams to be confident in their steps. Yes, things can change and iterate, but most of it remains the same.

Camilo Franco: Another challenge is the number of different people involved in every process. For one deal, we might have a particular HR person, and for the next, it could be someone completely different. We need to onboard these individuals to our process, explain how we do things, and introduce them to the tools we use.

Before we had a system of record, onboarding new members was a challenge. Sometimes we’re onboarding 50 or 60 people who have never worked on a deal before, but they know their function and now need to help drive the process. 

Having a system of record has been a game changer. It allows us to say, “Here’s all the information you need, the repository, and our process,” simplifying everything and making it scalable as we bring on so many new members.

Matt Arsenault: At my last two public companies, I was intentional about making sure anyone involved in integration gets credit for it. I’d say every integration involves more than 200 people across the organization.

Collaborating with sellers to shape a seamless integration plan

Matt Arsenault: The key with sellers is focusing on the big-picture concepts. For example, you want to emphasize how their engineering team is crucial but also talk about expanding sales teams or exploring new markets, like Japan. You give them enough to understand the potential synergies, and they actually help you shape what’s possible.

It's important to stretch the seller’s thinking during due diligence and integration planning to consider the transformation ahead. At the same time, you need to identify which individuals and roles will contribute going forward.

Recently, we’ve been losing founders pretty quickly after deals close, which, honestly, has worked out better for us. Startup founders often thrive in a more agile environment, which doesn’t always fit with the scalability we need. We're open with them about whether they want a corporate role or would rather enjoy their success elsewhere.

We ensure they’re involved in planning the succession for their teams. Whether it’s engineering or sales, we discuss who they envision taking over. This early planning sets expectations, and it’s helpful because the message comes from the seller, not us. 

So, instead of us announcing changes on day one, the seller communicates the vision for the future, which is much more effective.

Camilo Franco: Having an integration leader on the seller’s side is crucial too. In our last deal, we faced external challenges that were beyond our control, but having someone on their side who was trusted by the target and middle management made a huge difference. 

This person could lead integration efforts, selling the vision and synergies we’d created together. It wasn't just our plan, but a shared one, and that made a big impact in aligning everyone.

Measuring success from diligence to integration

Matt Arsenault: There is definitely a transition, and it’s always going to be there. As you expand the team, it becomes harder to manage. Moving from six C-suite members to 18 VPs to 200 contributors is challenging. Managing that transition well is difficult, and I haven’t seen any company do it perfectly yet.

A balanced scorecard is important for keeping track of key drivers and milestones, and ensuring the financial model aligns with the integration plan. There are definitely areas where we can improve. 

At that stage, my focus is on the major drivers of the change in the business model. Is it a new market? New SKUs? A new sales team selling the product? Or a new feature that needs to be built into the platform? We track release dates for those kinds of things.

Our former CEO emphasized four high-level metrics: belief in the tech, ensuring employees want to work for Jamf, ensuring customers find value in the solution, and making sure we can scale quickly. These fit into product, HR, sales, and back-office functions, and we measure success based on those categories.

Camilo Franco: Another critical component, which we’re still honing, is accountability. We can build out a business thesis with synergies and set expectations, but we’re not always the ones executing on those plans. Translating that into a business plan where there’s accountability for hitting synergy targets is essential.

Six months down the road, we need to be able to measure against the original business thesis and ensure accountability. It’s crucial for being able to come back and say we achieved what we set out to do.

Balancing aggressive integration goals with realistic expectations

Camilo Franco: That’s a real challenge. We typically start with a framework, which we’re constantly refining, but it lays out what needs to be done in the first 30, 60, 90, and 180 days. These are the activities we know must be completed to meet the business case we’ve built. Every department works within that framework.

Having this structure helps, especially in terms of timing and setting realistic expectations. For example, we know HR will complete about 95% of their work within the first 60 days, while IT may take closer to 90 days to finish their tasks. Each department has different metrics, but the time-bound framework allows us to track progress.

We also report against this framework using DealRoom, which helps us provide clear updates to C-level executives. They can see, for example, if we’ve completed 90% of the 30-day plan in just 20 days, or, more realistically, if we’re behind schedule. This approach definitely helps keep things on track.

Matt Arsenault: And Jamfs, block your ears for this part. That’s the official plan everyone knows about. But then there’s the guidance plan, which the CFO and FP&A team are working on behind the scenes. 

They’re drilling me on what’s realistic, like if we say we’ll finish in 180 days, but we’ve never done that before, they push back and create a more realistic guidance model. This version is what the management team commits to the board and shareholders.

Balancing AI hype with core business strategy in M&A pipelines

Matt Arsenault: I've talked to many corporate development folks about this, particularly in the context of the good old Gartner hype cycle. Having been through different cycles—whether it was IoT, big data, machine learning, and now AI—the promise often exceeds the current delivery potential.

AI is certainly changing things: it's improving the way people deliver code, and it's speeding up innovation. But it's not fundamentally changing the goals of the company you're steering. 

AI is making significant advances, but it's not yet revolutionizing every software vertical. It enhances productivity for engineers and improves customer experiences, but it doesn't redefine the core value of your software or the customer’s interaction with it.

The key is understanding where AI can enhance your product portfolio or your go-to-market strategy. What I caution against is getting swept up in the noise surrounding AI at a superficial level. 

Instead, focus on your deeper strategy: what are you trying to transform for your customer? What's your workflow, value proposition, and differentiation? Then consider how AI fits into that. 

Don't chase new innovations at the expense of your existing value proposition unless you're aiming to be a company like OpenAI or another major player.

Best practices for evaluating intangible factors in an acquisition

Camilo Franco: We actually touched on this yesterday, and it's one of the post-COVID challenges we face. Jamf is a distributed workforce, with people spread across the country and the world, and many of our acquisition targets are in different markets.

There’s real value in face-to-face interactions, which we missed during COVID. While it's great that this question comes virtually, meeting people in person is key. 

It's not just about formal meetings; it’s about spending time together outside of the boardroom—going to dinner, having a drink, learning about their lives, like hearing about their love for their dog or whatever. Those interactions reveal a lot about how people run their business and their day-to-day lives.

These intangibles—how well we vibe, how aligned we are in values—can heavily impact how successful cultural integration will be. These things are hard to gauge in a virtual setting or even in a formal meeting. Real-life experiences and face-to-face time play a huge role in understanding those intangible factors, and thankfully, we're getting back to that now.

Matt Arsenault: It might be blasphemy to say this at a science-focused event, but the art of this process is equally important. The experience you gain from doing this a few times—the interviews, the diligence process—helps you distinguish between a deal that looks good on paper and one that will actually succeed. Trusting your instincts and hiring people with that expertise is crucial for ensuring success.