Roper Technologies: From Manufacturing to Software - Commoncog Case Library

It’s Process Power, specifically it’s Capital Allocation and acquisition skills, similar to your Danaher case study.

Creating value from M&A is really hard, and the supermajority of transactions destroy value, but this is only for public transactions. All of Roper’s large acquisitions were of private companies. This is the one area of M&A that most evidence suggests is ripe for value creation. Private company cash flows are valued lower than public company cash flows due to an illiquidity discount. A smart acquirer can take advantage of this arbitrage opportunity by acquiring private company cash flows. This instantly creates value by converting those cash flows into higher valued, more liquid public company cash flows. Roper took advantage of this.
Roper also took advantage of the Supply-Demand imbalance for quality companies. In the vast majority of cases, these businesses had no logical strategic owner, and were too small to go public, or their mid-single digit organic growth rates were not attractive enough to other would-be competitors so it avoided auctions and the winner’s curse. And Roper was able to outbid PE firms who require a high return threshold which limited the valuation multiples they could pay.

The other importance factor in their strategy was giving equal importance to organic growth of its legacy businesses and the quality of the assets it acquired i.e. it did not allow its core business to decay, which is a common challenge in acquisition-driven firms. Optimizing legacy cash flows allowed to have a large balance sheet, support more debt, and a higher multiple because of its size and diversity of cash flows (this is the point of doing roll-ups which is a favorite of private equity).

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