Driving for post-deal success: 10 Tips for Acquirers ______________ By John S. Bala
Mergers and acquisitions (M&A) are fast becoming essential elements of corporate strategy. Over the past few years, there has been a surge in the number of M&As worldwide and this has been fueled by lower interest rates, enhanced competitive positioning, the rise of private equity and the impact of greater scale that an M&A can bring. The worldwide value of M&A has reached an all time high of USD3.7 trillion in 2006, surpassing the 2000 high of USD3.4 trillion. In the Philippines alone, total value of M&A deals in 2006 reached USD18.4 billion. Yet recent research shows that only about half of these merged companies have succeeded relative to peers, and despite a growing body of experience, the success rate is not improving. Current literature abound citing reasons for failures in post-deal mergers. These include: poor strategic rationale, poor understanding of the strategic levers, overpayment for the acquisition (based on overestimated value), inadequate integration planning and execution, a void in executive leadership and severe cultural mismatch . Past researches also showed that more than half of acquisitions actually destroy shareholder value instead of achieving cost or revenue benefits. A survey recently conducted by KPMG sets out to understand what acquirers are doing to enhance value from their acquisitions and what challenges they face in taking control of the target business. These include delivering value and planning and gaining control.
Delivering Value More deals reduced value than enhanced value, despite increased competition in the M&A market. The KPMG survey revealed that over two thirds of deals failed to enhance value with 43 percent being value neutral. This finding suggests that companies are using acquisitions to hold their competitive position. This also indicates a shift of power from the buyer to the seller through increased use of auctions and professionalization of the sell side process. There was a strong correlation between companies that enhanced value and those that met or exceeded their synergy and performance improvement targets. Of those companies whose deal enhanced value, nearly two thirds said they met or exceeded their internal synergy and performance improvements targets. Conversely, 73 percent of companies whose deal reduced value, failed to meet their synergy and performance improvement targets. This finding indicates that synergies do not always materialize where expected. Corporate synergy is a ubiquitous feature of any M&A and is a major negotiating point between buyer and seller that impacts the final price both parties agree to. It is something that most acquirers aspire for but very difficult to achieve. It has never been that easy for two corporations with different cultures to interact congruently. Synergy occurs when corporations interact congruently. A corporate synergy refers to a financial benefit that a corporation expects to realize when it merges with or acquires another corporation. It is something that acquirers would claim they would not pay for yet the survey shows that, on the average, 43 percent of the synergy target was included in the purchase price. This, notwithstanding that nearly two thirds of acquirers failed to realize their synergy target.
Planning and Gaining Control Early Enough The respondents are familiar with the advantages of early planning and these include: (a) limiting the risk of losing customers; (b) bringing forward synergy delivery; and (c) avoiding a communication vacuum where rumors and misinformation prevail. Yet, in the survey, while most companies said they had post-deal planning, this was not done early enough. Fifty nine percent said they did their planning before signing but a significant 37 percent admitted doing it only between signing and completion. One third of the respondent companies said they were restricted in the amount of pre-deal diligence they could carry out, affecting their ability to fully understand the extent of issues/challenges to be faced post-deal. The top three post deal challenges cited by the respondents were: (a) complex integration of two businesses, (b) dealing with different organizational cultures and (c) difficulty in integrating IT and reporting systems. Interestingly, while a difference in organizational culture was the second biggest post deal challenge, 80 percent of companies admitted they were not well prepared to handle this. One third of the respondents said that it had taken longer than originally anticipated - an average of nine months - for them to feel they had control of the significant issues facing the business post deal.
10 tips for acquirers To drive for post-deal success, every responsible acquirer should be considering (in earnest) the following recommendations from the KPMG survey:
Integrating the Human Capital and Combining Cultures Research has shown that some of the most critical issues that arise in post-merger integration are in the area of culture. Cultural integration has been a critical factor in most successful M&As. When you have two organizations coming together, the challenge is to create, intentionally, a new culture that reflects the best of the two organizations. Cultural integration in a merger situation is about understanding and melding what can be two very different “shared lives,” and growing a new one in the process. Indeed, one of the hopes of merger is a new organization, with a new culture that is synergistic (i.e., more than the sum of its parts). Given this, acquirers need to know the impact of organizational culture on the merger process and on the newly created entity. Those who are tasked with the cultural due diligence should be able to address questions such as: What are the most compatible elements of our former organizations' cultures? What are the elements that suggest the greatest potential conflict? How would we like the new organization's culture to look like? What will be some indicators of successful cultural integration in our new organization? Through a deliberate and comprehensive process of considering and discussing these issues, the new organization can build trust, camaraderie, and the beginnings of a new culture that will develop and evolve over the new organization's future. This can be the most challenging and, in many ways, the most rewarding work of post-merger integration. |