Ensuring Merger &
Acquisition Success
By Clare G. Ross CMC
In
Brief:
If you are committed to growth by merger or acquisition, that’s
exactly what you’re doing. And buying a used company can be a mine
field of hidden surprises. If not handled properly, it can add
significant costs to the acquisition or scuttle it altogether. In a
merger or acquisition you are often buying
someone else’s problems, plus the merger event itself creates a host
of new problems on its own.
According to available statistics,
acquirers have less than a 50-50 chance of being successful in
merger/acquisition ventures. With significant financial exposure at
stake with the initial investment and ongoing operations, the stakes
are high.
By its very nature, a merger or
acquisition creates lots of uncertainty and anxiety in the minds of
people at all levels in the acquired firm. Who’s going to stay?
Who will be leaving? How will my job be affected? Will I have a
new boss? Will I have to learn new systems?
Procedures? How will I be measured? Will acceptable
performance be re-defined? Unless this anxiety is dealt with
effectively throughout the acquisition process, the whole deal could
be in jeopardy. Key people could jump ship and productivity could
suffer significantly. Organizations that may appear to be
highly-compatible and that seemingly should be able to achieve
valuable merger synergies can have underlying cultural differences
that can seriously threaten the relationship.
Buying a firm, structuring the deal,
determining the price are all fairly straightforward elements. They
are relatively easy to quantify. But dealing with the myriad of
cultural differences, differing management styles, human emotions,
concerns and insecurities generated by a merger or acquisition, is
something else. These concerns and frustrations are rarely
identified and dealt with up front and that is why most mergers and
acquisitions don’t live up to their expectations. These concerns
and frustrations are frequently below the surface and only
become issues when the merger is
consummated. By then it is often too late. The deal is already
done and these anxieties and differences begin to show up
as reduced levels of productivity.
Research has shown that reductions in
productivity of 50% are not uncommon during the integration phase of
a merger or acquisition..
Timing and Speed are
Critical
It is essential that acquisitions be
assimilated into the parent as quickly and as smoothly as possible
to minimize losses in productivity and maximize synergistic
opportunities between the two organizations. Speed is critical.
A high percentage of merger difficulties
and failures result from faulty management of the acquisition
process itself. Surveys of CEOs found that different corporate
cultures and the related “soft issues” accounted for most of the
dissatisfaction with merger results. A lot of time and effort is
expended finding good companies, courting them only to fall short on
the follow-up activities. The acquirer blunders along, improvising
instead of following a strategically designed and systematically
conducted program for merger integration.
But, being careful
during a merger or acquisition means moving quickly. Speed
is your ally.
An approach that
reflects a strong sense of urgency holds far more promise than a
strategy based on caution. And the mistakes that
come from going too fast are nothing compared to the problems of
going too slow. A slow integration process can actually let
problems fester -- and it fails to take
advantage
of the energy stirred up by a merger event.
Just imagine the impact on your bottom
line of a drop in productivity of 30-40 percent (a conservative
estimate). Say you acquired a 200 person firm with an average
hourly labor cost of $45, including
benefits. If we assume a drop in productivity of only 1.5 hours
each work day (a conservative estimate), the daily cost that can be
attributed to the merger will be 200 x 45 x 1.5 = $13,500. If the
integration is poorly managed, and takes two months longer than
would be necessary with good transition/integration management, the
total climbs up to
$540,000!
Steps for a successful merger integration
effort start even before the deal is finalized. They include:
-
Establishing the Integration Team
with members from both firms.
This consists of key people who can understand their
organization and get things done.
-
Select a leader for
the integration team.
This can be someone designated from the acquiring company or an
outside merger integration consultant. Sometimes a merger
integration consultant is also used to assist the Integration
Team Leader to organize and facilitate the process.
-
Developing operating charter
for the merger team.
This is much like a mission statement identifying what needs to
be done and how the integration team
will function.
-
Issue and opportunity identification.
This is a key step where issues, problems, and opportunities are
developed that need to be addressed
to effect a smooth transition. These often include cultural
differences, management style issues; organizational issues,
system compatibility; policy and procedure differences; etc.
-
Develop The Integration Plan.
The leader of the integration team along with any
consultants, develops the integration
plan. It should include:
1.
Schedule development
2.
Integration Budget development
3. Objectives
development
4. Task Force Development to focus
on resolving key issues and objectives
5. Action plan development to
address key issues and objectives
Merger integration should not be treated
as an after-thought. It is something that needs to be addressed
during the merger search and negotiations phase while there is time
to minmize any negative impacts and time
to maximize opportunities for positive synergy. As soon as serious
discussions begin with a short-listed candidate company, the
integration planning efforts need to begin. Issues uncovered early
may be unresolvable and give you cause
to end negotiations instead of moving forward into a minefield of
potentially disastrous issues.
Clare G. Ross
CMC, is a Certified Management Consultant specializing in Strategic
Management for architects, engineers and construction companies.
928-776-4760