Baker Tilly move forces RSM Tenon to go public

Baker Tilly's move on top 10 accountancy firm RSM Tenon has raised questions about the benefits to the smaller firm, which has focused growth on organic acquisition.

For regulatory reasons as a listed company, RSM Tenon had to announce that possible takeover talks were going on, which in other circumstances would not have become public knowledge at such an early stage.

'If you chart Baker Tilly over the years, most of their growth has come from organic purchases' says Phil Shohet, director of Kato Consultancy, an M&A advisory business specialising in the accountancy sector.

'RSM Tenon was eventually going to go bust but now that the news has been announced, everyone is going to be in there. All over the firms, people are going to be looking at the client list. They are going to rip the heart out of the client base.

'It is naive to think that Baker Tilly will keep the client list. The thing is that despite all RSM Tenon's troubles, their clients are incredibly loyal. And a lot of the Bentley Jennison work was public sector with low margins. Maybe Baker Tilly thinks they can pick up £100m worth of clients' business but it's hard to see that clients will not change firms.'

Many of the financial problems started when RSM Tenon merged with Bentley Jennison in 2009, when a major restructuring of the business was required.

Saddled with £80bn of debt and very poor profit and loss account, the firm was in serious financial difficulties. Under other circumstances, it would be more likely that potential buyers would be looking to acquire any remaining lucrative parts of the business, rather than a wholesale acquisition.

'It is going to be a big salvage job, what would Baker Tilly do with all the unwanted partners, for example.'

There are a number of acquisition risks, including the loss of clients, fee income and restructuring costs. Shohet points to the Grant Thornton merger with Robson Rhodes in 2007.

'When Grant Thornton took over Robson Rhodes, who were in a pretty distressed state not dissimilar to RSM Tenon, it took them years to get over that acquisition - it put them back years because there were so many problems with Robson Rhodes,' he says.

Baker Tilly is ranked ninth in the Accountancy Top 60 firms survey with annual fee income of £170m, down from £182m in 2011. In the tax and audit and accounting service lines, Baker Tilly reported slightly stronger performance than RSM Tenon in 2012; for example, tax income was £46m at Baker Tilly, £35m at RSM Tenon over 2012, while A&A fees were £77.2m and £62m respectively.

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