There are a number of risks associated with acquisition strategies: (i) the business plan assumptions underlying the valuation of the target may prove to be wrong, particularly those concerning future commercial synergies and estimates of revenue growth, (ii) the Group may not be successful in integrating the acquired company, its technologies, product ranges and employees, (iii) the Group may be unable to retain all key customers of the acquired company, and (iv) the Group may have to take on additional debt to finance the acquisitions. Consequently, the benefits of current or future acquisitions may not be obtained within the forecast period or may fall short of expectations or adversely affect the Group’s financial position.
Lastly, acquisitions generate risks linked to intangible asset valuation. Goodwill and other intangible assets with an indefinite useful life are tested annually for impairment. Net goodwill carried in the consolidated balance sheet at December 31, 2021 amounted to €1,506 million while net intangible assets totaled €677 million.
Measures to manage the risk
In line with its strategy, and notably its goal of maintaining an investment grade rating, the Group applies strict criteria for vetting M&A deals, particularly in relation to forecasts of recurring revenue and positive EBIT impact.
When a new business is acquired, the Group’s M&A teams, liaising closely with the Strategy teams, coordinate accounting and financial, strategic and technological due diligence work involving teams from other Group functions and external consultants.
An integration plan is also prepared and the necessary resources are made available for its implementation. In particular, an Internal Audit is performed without delay, internal control principles are established and the Group’s financial systems are deployed.
As regard intangible asset valuation risks, business assumptions and forecasts are prepared periodically, including a strategic plan and budget drawn up each year for each of the subsidiaries. The strategic plan and the budget are analyzed and, where necessary, an appropriate action plan is developed.
In addition, one of the objectives of the Next Frontier strategic plan is to maximize organic growth by leveraging clearly identified growth drivers, such as growth in the SME segment, which would free the Group from the need to rely on external growth alone for its development.
4.1.4.3 Risks associated with the partnership strategy and other strategic agreements
Risk
In the course of its business, the Group may use partners’ technologies, IT applications or networks, particularly for digital transactions. Any disagreement concerning the renewal of any such partnerships or user licenses may have an adverse effect on the Group’s business.
In addition, agreements are being implemented with clients and merchants to enable employee users to use the Group’s solutions. As a result, the non-renewal of any of these partnerships may have an adverse effect on revenues from the solutions concerned.
Lastly, the Group has set up partnerships for the distribution of solutions by third parties, such as those formed by CSI with Citi and Sage in 2021, for example.
Measures to manage the risk
A team has been set up to manage the Group’s partnerships and strategy and keep tabs on the competition. The team identifies risks upstream, sets up multiple partnerships whenever possible and identifies new partnerships to replace existing ones.
This approach can involve innovation-based agreements that strengthen the Group’s positions and showcases its value proposition to clients. Distribution partnerships are structured and organized around regular exchanges between our partners, the operating entities involved and the Group. This approach helps to ensure that all parties comply with their contractual obligations over time and share the Group’s best practices. Lastly, the application-based strategy deployed by the Group IT Architecture Department ensures a modular approach to acquisition of and expertise in key technologies.
4.1.5 Operational risks
The main operational risks concern business continuity and voucher fraud.
The Group is also exposed to other operational risks such as internal fraud with a lower level of criticality.
These risks are examined in detail below.
4.1.5.1 Voucher fraud risks
Risk
The Group is exposed to voucher fraud risks including forgery, fraudulent use, fraudulent requests for reimbursement and theft of paper, card and/or paperless vouchers.
In the case of paper vouchers, risks mainly relate to the distribution of fake vouchers, voucher forgery and voucher theft. For example, the Group may be asked to accept forged or stolen vouchers presented by corporate clients for reimbursement.
