Naomi Ogan – Fortive Corp.
Since joining the company in 2017 as its vice president and associate general counsel for M&A and integration, Ogan has been part of structuring every acquisition it’s made. The deals are entrenching Fortive as a software as a service company in several industries, she adds.
In addition to closing deals, Ogan is responsible for developing processes to integrate the acquired companies and their employees. That can require creating corporate departments, and it likely involves working with people who are worried about what the sale means to their jobs.
“M&A is the driver for the portfolio advancing Fortive’s strategic mission. It’s an exciting role for me to have,” Ogan says. “It’s exactly what I wanted to do coming out of law school and it’s amazing to help advance strategy for a public company.”
Building a portfolio
Based in Everett, Washington, Fortive was founded as a spinoff from Danaher Corp. in 2016. Since then, the company has focused on solutions for manufacturing and warehousing, as well as production, communications and advanced health care.
Its companies include Tektronix, which was part of the spinoff from Danaher and provides testing, measurement and monitoring technology. Another company, Industrial Scientific, was acquired in 2017 and provides worksite gas detection products, services and solutions. A third company, Censis, acquired in 2019, provides surgical instrument and asset management software, as well as cloud technology used at more than 1,300 hospitals in the U.S.
In August, Fortive acquired ServiceChannel, which provides facilities maintenance for more than 500 customers around the world, for $1.2 billion.
Ogan points to three other acquisitions that stand out for their size and complexity. In 2018, Fortive acquired Gordian and its RSMeans database used for construction estimating. Within Gordian is Sightlines, a company that offers digital tools for facilities planning, reporting, benchmarking and analysis. The acquisition was a $775 million cash purchase and followed shortly by the $2 billion acquisition of Accruent, also in 2018.
Accruent provides software used in corporate real estate management, education facilities management, retail and the public sectors, helping establish Fortive’s SaaS presence.
The acquisition of Johnson & Johnson’s Advanced Sterilization Products in 2019 for almost $3 billion is what Ogan calls “the big one.” It’s a deal that established Fortive’s place in the advanced health care solutions field, and it also required her to help establish support services, including its legal and compliance areas.
Ogan helps develop corporate strategies for growth, which entails planning for the next year or longer.
Once a company has been targeted by Fortive’s strategy development team, her first task is to draft a nondisclosure agreement in partnership with the other company, while also analyzing how the company can fit into Fortive and strengthen its portfolio.
She works with more than 60 Fortive lawyers around the world, including general counsels in China, Europe, the Middle East and Africa. Every deal she’s guided has also required outside counsel, and the firms she works with provide crucial advice about industry sectors and the risk and regulatory issues involved, she says. For instance, as Fortive has moved into advanced health care solutions, Ogan needed expertise on U.S. Food and Drug Administration rules and policies.
“The nuances of each industry lead to different deal terms, and there may even be different market standards for software deals as opposed to hardware—like the bricks and mortar environment,” she says.
Even then, Ogan says Fortive takes a uniformed approach to M&A. She created the templates for due diligence and integrating an acquired company, and says the consistency and transparency help employees of newly acquired companies make the ownership transition.
“We ask the relevant questions each time for apples to apples and engage the other side to make the process exciting and productive,” she explains.
On rare occasions, Fortive has also divested companies, most recently in October 2020 when it spun off its industrial technologies segment to form Vontier Corp., a provider of transportation and mobility solutions.
“We don’t acquire companies with an eye to turning them around for sale,” Ogan says. “It’s a portfolio shaping tool we’ve done a couple of times. In both cases, it was to meet a long-term strategy.”
Get in on the deals
While Ogan feels women are well-represented in the legal field, she says that’s less true in the M&A practice area. Since she’d always wanted to be a transactional lawyer, as opposed to a litigator, she wants to see more women following her path because of the excitement and rewards it offers.
She advises women that everything can be learned—an accounting for lawyers class is a place to start. But it’s also about finding a voice and a negotiation style.
“You don’t have to bang on the table or shout,” Ogan says. “I’ve seen as many work styles as I have people sitting across the table from me.”
Ogan was born and raised in the Northern California town of Ukiah. In college, she studied linguistics, but adds that working in a law office opened her eyes to more practical career opportunities while also showing that language use is crucial in practicing law.
She earned her J.D. from the University of California, Berkeley, in 2007 and joined the firm of Morrison & Foerster as an associate after graduating.
In 2010, Ogan became a partner in the Seattle office of K&L Gates, where it was “all M&A, all the time,” she says. It’s a process of ebbs and flows, she adds, and at Fortive, the process requires multiple departments to complete.
But the thrill never ebbs for her.
“I still get excited to see wire transfers flow and people join the team,” she says. “I love being part of a public company where the deal may be in the news.”
View this feature in the Vanguard Fall IV 2021 Edition here.
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