Companies seek growth through mergers and acquisitions to satisfy one or more of the following – adding a related product or service; expanding geographic reach; purchasing assets, i.e. real estate, patent, brand; and/or, acquiring clients. There is also the promise of cost reductions through consolidation of back-office and front-office services. The justification for two companies coming together to either expand or further strengthen a competitive position is logical and easy to support from a financial perspective. More than likely if an increase in shareholder value can be demonstrated, based on a proforma, the entities will proceed.
Very soon after a decision to merge or acquire is made, a press release is issued which identifies the combination benefits. “We look forward to working with Cerberus to maintain and grow GMAC’s traditional strong performance and contribution to the GM family,” said GM Chairman and Chief Executive Officer Rick Wagoner. “This agreement is another important milestone in the turnaround of General Motors. It creates a stronger GMAC while preserving the mutually beneficial relationship between GM and GMAC. At the same time, it provides significant liquidity to support our North American turnaround plan, finance future GM growth initiatives, strengthen our balance sheet and fund other corporate priorities.” (Ally Financial Inc. Press Release: 2006)
But regardless of how good the merger or acquisition looks on paper, there is a large body of research that shows that mergers and acquisitions add no value, for a majority of the transactions. In my career I have been exposed to seven entity combinations. In two instances, the entity I was associated with was acquired; in three situations we were the acquirer; in one situation my entity assumed a majority interest in another entity; and finally one situation where a majority interest was taken in the entity where I was associated (quote above).
The successful execution of this type of growth initiative rests on the details of how the process is managed. If you choose to acquire or agree to be acquired, consider the following three topics –
Systems – Integration of systems must be addressed upfront to ensure clients of each heritage entity can communicate with the new entity, in a seamless fashion, securely. This initiative is extremely important during this period where cybercrime and hacking are ubiquitous. Allowing systems from legacy companies to communicate via workarounds is not a secure approach.
Policy & Procedures – While these guidelines may have common features from company to company, they are custom to each organization. More than likely your P&P does not match the P&P of the entity that you are acquiring. You will find that one set is more restrictive than the other. The question you will have to deal with – “Which policies should be the policies of the new organization?”
Costs – A primary reason to merge or acquire is the perception that cost efficiency can be obtained either from economies of scale, usage of excess capacity, co-location, supplier discounts…
The integration topic has a direct link to time, i.e. how fast you can integrate to secure systems, ensure consistent policies and procedures and cut costs. Moving too quickly can cause needless disruption to the business; while moving too slowly just delays the benefit of the acquisition.
Attrition – The combination of two entities immediately creates redundancy. Employee loss will be high. Some of this loss will be welcomed, but other will not. You may find that you prefer Manager #1 over Manager #2, but Manager #1 resigns. Regardless of the amount of analysis and preparation, management has the least control over the individual preferences and decisions of employees. This point is apparent when you consider the following citation – “Yahoo has naturally lost some of its acquired talent. At least 16, or roughly one-fifth, of the more than 70 startup founders and startup CEOs who joined Yahoo through an acquisition during Ms. Mayer’s tenure have left the company.” “Yahoo’s Other Challenge: Retaining Acquired Talent.” Wall Street Journal Online. Wall Street Journal, 1 May 2015.
Reporting – In my first merger experience, my company was acquired by a company of equal size but stronger economically. A colleague at the time explained to me that when two companies come together, the acquiring company assumes the management responsibility of all roles. In essence, I would fall under that manager and be performing the role of the person that reported to me. Every individual in the company that was acquired must be ready to do the job of their direct report. This explanation was true for all combinations. At times I had the higher role, as I was with the acquiring entity; while in other situations the reverse was true.
Attrition – Client loss will be high, more commonly from those clients that were associated with the brand that no longer exists. This set of clients, do not feel they have any relationship with the new entity. Consider short-term pricing discounts to persuade clients to consider keeping their business with the new entity.
Sales Management – If you sell a product or service in a geography and you acquire an entity in the same market, you will need to wrestle with the question of who owns the customer, i.e. territory management. This situation occurs commonly when clients represent national accounts.
Sales Compensation – Similar to Policies and Procedures – While these compensation structures may have common features from company to company, they are custom to each organization. More than likely your compensation plan does not match the compensation plan of the entity that you are acquiring. You will find that one set is richer than the other. The question you will have to deal with – “Which compensation structure should be the structure of the new organization?”
In summary, when an entity wishes to add a product or service or expand geographic reach or purchase assets or purchase clients, the acquisitions approach is considered preferable by many, as it is faster. Just remember that the economics of the new entity will not be the economics of the addition of each heritage company. A merger or acquisition takes careful planning to be effective. There will be upfront costs required for integration and client incentives. It will require flawless execution to come anywhere close to the proforma goals established at the outset. There are too many unknowns, internally and externally, to be positive of the outcome.