Rough
Rough
A merger is an agreement that unites two existing companies into one new company. There
are several types of mergers and also several reasons why companies complete mergers.
Mergers and acquisitions are commonly done to expand a company’s reach, expand into new
segments, or gain market share. All of these are done to increase shareholder value.
Corporations reorganize and restructure for various reasons and in numerous ways.
The bottom line usually is, well, the bottom line. Companies reorganize to increase profits
and improve efficiency. The reorganization of a company typically addresses the efficiency
component in an attempt to increase profits. It’s not unusual for a corporation to reorganize
on the heels of changes at the top. A new CEO often sees reorganization as a cure for a
company’s ills, and companies sometimes hire a new leader based specifically on his vision
for reorganization.
Suppressing competition with coordination and control may not be a win-win proposition
after all. Constant innovation and adaptation are critical for the long-term survival of an
organization. Without competition- the fear to fall behind — there is not much rationale for
constant re-invention.
CHALLENGES TO POST MERGER INTEGRATION
2
PATEL,KISON The Ultimate Guide to Post Merger (M&A) Integration Process, available at
https://dealroom.net/blog/biggest-post-merger-integration-challenges (Last Modified on 20.02.2021)
EXAMPLE OF CULTURAL FACTOR OF POST MERGER
Hindustan Lever Ltd. & Tomco merger case, HLL has been known for its result oriented,
systems-driven work environment, where a strong emphasis is placed on performance.
Accordingly, it always has & strives for the team of the high performing & high profile
executives, carefully selected from best management institutes. Discussing the product
profitability & target achievement is the only language that its managers understand. The
work culture is very demanding and only the best survive. In fact, about hundred managers at
that time for Unilever Group Company had quit their jobs, as they were not able to cope with
demanding work culture. It was felt that the more difficult part would be a manager of the 2
totally different work cultures & ethos, after the merger. In TOMCO the employee
productivity was only 60% of HLL. It was opined that HLL would have to rationalize
TOMCO’s workforce. HLL itself had launched a voluntary retirement package, in order to
get rid of about 500 workers, however only a few resigned. However, TOMCO employees
had been assured that their employment conditions were to be protected and service
conditions would be honored. All the employees of TOMCO were to be absorbed as HLL
employees.3
3
Kumar,Narendra What is Post Merger Reorganization, available at
https://enterslice.com/learning/post-merger-reorganization/#:~:text=Post%2Dmerger%20reorganization%20is%
20the,achieve%20objectives%20planned%20%26%20aimed%20at (Last Modified on 20.02.2021)
● Symbiosis - Acquirers must simultaneously ensure boundary preservation and
boundary permeability. Target firms enjoy a certain degree of autonomy. Integration is
a gradual process
● Absorption - Acquirers dissolve the boundary between the two firms, assimilate
acquired firms into their own operating system, totally consolidate the operation of
the two firms and apply high level integration and low autonomy for the target firms
integration speed is high
● Holding - acquirers have no intention to integrate and value creation is achieved
through financial transfer, application of general management skills or risk sharing.4
Organizational Autonomy, a central concept of organizational fit, is concerned with the extent
to which an organization’s culture is maintained or dissolved. Where a cultural boundary is
disrupted through loss of autonomy, there is a negative impact on organizational culture and
embedded strategic capabilities—a target’s routines and processes can be undermined by a
lack of post-acquisition autonomy . It is important therefore to allow a level of autonomy in
terms of target discretion over decision-making, particularly when new and unfamiliar
resources are brought to the acquiring firm . Maintaining organizational autonomy minimizes
acquired firm disruption and allows tolerance for multiculturalism, as an acquired firm can
continue with its own culture, which may be quite different from that of the acquirer.
4
Balancing Integration and Autonomy in the Post-acquisition Phase- A study of German firms acquired by
Chinese firms, available at
https://www.diva-portal.org/smash/get/diva2:823895/FULLTEXT01.pdf (Last Modified on 20.02.2021)
These two dimensions create a framework, in which Haspeslagh and Jemison observe
empirically three distinct primary post-acquisition integration strategies: "Preservation"
acquired companies require high levels of autonomy and low strategic interdependence to
maintain their sources of benefit."Absorption" acquired firms require low levels of autonomy
and high levels of strategic interdependence. The boundaries between the firms are dissolved,
and operations, organization and culture are fully consolidated into the parent firm
"Symbiotic" acquisitions acquired firms require both high strategic interdependence and high
organizational autonomy to enable co-existence. Both firms become increasingly susceptible
to a broad range of interactions as inter-firm boundaries dissolve.5
5
New Integration Strategies for Post-Acquisition Management ,available at
https://eprints.lancs.ac.uk/id/eprint/76263/2/12LRP1105_Angwin_MH2_DA.pdf (Last Modified on 20.02.2021)
6
The 5 Critical Elements of an M&A Integration Plan" available at
https://www.mergerintegration.com/strategy-planning/post-merger-integration-plan-merging-businesses (Last
Modified at 20.02.1997)
process — bankers, lawyers, consultants, etc. And begin communicating from the
start about the details of the post-merger integration.
Better yet, each and every communication in the diligence phase during m&a
integration should also have an eye on the post deal integration period.
Consider, for instance, the time it would take for the diligence team members to do a
full data transfer to the team. Would every bit of information really get transfered?
What about the overlooked notes on notepads that do not get passed on? Clearly, even
the best intended data hand-offs would end with some gaps and oversights.
In addition, let’s say that in the best case scenario all of the information from the
diligence team does get to the integration team - will the members really go over all of
this work? Most likely not because they will be under the gun and strapped for time,
which, again, will result in gaps of knowledge and oversights.
Consequently, the best, and the most efficient, way of integrating is to have overlap
between the diligence and the integration team. This model also increases the
likelihood that the team will maintain its momentum and capture synergies, or “low
hanging fruit,” of the deal that are found within the first 120 days, thus making it a
key M&A integration strategy.
● Human Resources
More and more M&A practitioners are understanding the importance of m&a
integration planning, but operations (even those at major acquirers) still often miss the
mark because the all too important “people” factor can get lost in the shuffle of
modern business life. This misstep can lead to loss of employees and clients during
the very critical early days of integration when competitors tend to go after both
employees and clients of the target company.
With this in mind, practitioners need to be ready to execute and communicate on day
one important information about targets, employees’ positions and benefits, and the
future of the company - obviously Human Resources plays a vital role in the “human”
piece of integration.
Some of the benefits of having a change management expert on your PMI M&A team are: the
buyer gains valuable information about the target company, the target company feels cared
for and employee morale/buy-in improves, and secrets are revealed all of which will help
avoid major and costly problems.
One final note when it comes to putting together a M&A integration team and
acquisition merger plan: when selecting a leader, recommendations should come from
members of the diligence team - remember, strong practices and the valuing of post
acquisition integration comes from the top-down.8
7
PATEL KISON The Ultimate Guide to Post Merger (M&A) Integration Process, available at
https://dealroom.net/faq/post-merger-and-acquisition-m-a-integration-process#:~:text=M%26A%20integration%
20or%20Post%2Dmerger,up%20to%20its%20predicted%20value. (Last Modified on 20.02.2021)
8
Aleixo,Jeff ,What Are Key Steps in a Successful Post-Merger Integration, available at
https://emptech.com/successful-post-merger-integration/ (Last Modified on 20.02.201)
● Technology and Systems - Integrating companies need a strategy for combining their
technology and systems. For example, if both companies use different CRMS, which
CRM will they use in the future?
● Internal Policies - How will the two integrating companies handle internal policies
such as new employee training, salary changes, employee exits etc. ?
● Business Procedures - This area includes the strategy behind future business
operations such as sourcing new business and future mergers.
● Products and Services - Before the companies integrated, they each had their own
set of products and services. They will need to decide whether to continue, combine,
or eliminate the products and/or services offered, as well as the branding associated
with them.
● M&A Integration planning must begin at the beginning of the deal and goals need to
be re-evaluated regularly throughout integration. Teams are also assembled around
aligned cross functional goals. This enables everyone to have a big picture view and
eliminate common cross functional dependency issues.
● A kick off meeting should be held at the commencement of the deal. At this meeting,
a list of people to be included in this phase must be generated. During this stage it is
critical to clarify governance and determine the operating post merger integration
framework for how teams will work together, such as setting up meetings, managing
dependencies, and sharing info.
● While due diligence is not historically categorized as a part of PMI, successful m&a
integrations keep a sharp eye during diligence. Tools such as DealRoom’s m&a
software, help companies plan for PMI before the deal closes.
● Pre-close (again not technically part of PMI, but essential to a positive outcome) -
synergies should be reviewed and confirmed and teams and team leaders should be
established.
● Teams review and evaluate the post acquisition integration throughout constant short
iterations. This makes it easier to realign a team and their goals as new information
arises.9
9
PATEL KISON The Ultimate Guide to Post Merger (M&A) Integration Process, available at
https://dealroom.net/faq/post-merger-and-acquisition-m-a-integration-process (Last Modified on 20.02.2021)
When two firms in the same industry merge, they gain a larger share of the market, which
means they decrease their competition and so can raise prices. The government regulates
mergers in order to prevent a monopoly, which is when one company owns the entire market
for a single product. In the business world, a merger is when two firms join together to create
a single firm, with a new name and new stock. The assets of both are pooled, while the old
owners continue together as new owners. The ultimate goal is always increased profitability
and stability for both firms, which can be gained through a merger in different ways.
● Market Share - When two firms in the same industry merge, they gain a larger share
of the market, which means they decrease their competition and so can raise prices.
The government regulates mergers in order to prevent a monopoly, which is when one
company owns the entire market for a single product. Such a company can set almost
any price it wants on its product. Competition, on the other hand, drives companies to
lower prices and improve services in order to gain customers, but it can reduce their
profitability as well.
● Cost Reductions - Just like you can get a lower price per item by buying in bulk, a
single large business operates with lower average costs than multiple small
businesses. This concept is called economies of scale. The larger the scale of the
operation, the more economic it becomes, when factored in terms of per product or
employee. Two similar companies may merge for that specific reason, so that by
working together, they can both reduce their expenses.
● Security - For smaller companies, a merger with an industry giant represents security
against failure. A large corporation has the financial resources to ride out market
storms or handle expensive lawsuits, whereas a small business might go bankrupt on
its own. While the large firm gains new ideas and talent, the small one gains a
ready-made support structure and the prestige of a well-known and highly respected
industry brand name. Two moderate-sized firms might consider that their combined
resources represent greater security to both of them.
● Talent Sharing - Two firms might have different areas of expertise or strength that
can complement each other. One company, for instance, might be particularly good at
administration and cost cutting, while the other might be better at marketing or
creating new ideas. Combining the two has the potential to create a business with both
strengths that will be much more profitable than either of them alone. A firm with an
exciting new product but no ability to market it is doomed, while one with great
marketing strategy but no product is likewise doomed. Put them together, and you can
have both product and marketing.10
● Whether the merged company yields larger net profit than before or a higher return on
total funds employed or the merged company is able to sustain the increase in
earnings.
● The capitalization of the merged company determines its success or failure. Similarly,
dividend rate and payouts also determine its success or failure.
10
Fitzgerald,Helen, Objectives of a Merger, available at
https://bizfluent.com/info-8444143-advantages-disadvantages-horizontal-integration.html (Last Modified on
21.02.2021)
● Whether merged company is creating a larger business organization which survives
and provides a basis for growth
● In some mergers, there is not only an increase in the size of the merged or
amalgamated company in regard to capital base and market segments but also in its
sources and resources which enable it to optimize its end earnings.
d. The purchasing and target firms’ customer bases are overlapping. The aim is
to increase sales. The challenge is to avoid losing customers that are sourcing
from both firms, and to ensure that the overall customer base is properly
served. What service levels and product quality will be sought? The success
metric fitting this deal type is monitoring revenue and profit as well as product
quality, service levels, product returns, and customer complaints. The latter
metrics provide early warning signs as regards meeting sales targets.
e. The merger enables the purchasing firm to enter a new sector. Success metrics
to use are sales, revenue, and/or profit. Numbers of customer contacts can be
used to predict future sales levels. As the aim in the deal is not only to learn
about the new markets, but also to start cross-selling products between the
firm’s current and new markets, also new product development (NPD), or
ideas for NPD can be tracked.
f. In the classic overlap merger, the aim is both to cut costs and to generate
revenue. This dual target makes this deal type the most difficult of all. To
ensure success, the purchasing firm needs to be well aware of the strategy
guiding its action. As regards metrics:
h. To deliver on the growth side of this merger, as in the above deal types, sales,
revenue, profit, and increases in margin will be monitored. Also innovation
levels, ie NPD, potentially leading to a larger product range and thus increased
sales, need to be tracked.
i. In a reverse takeover, the same metrics as in the other deal types apply. The
key issue in this deal type revolves around management control, as the
purchasing firm is effectively taking over, yet the target is larger in size. This
leads to considerations around which side is in control, what changes will be
sought, and how these improvements will be delivered. Success measurement
will depend on the targets set and the roles of the parties involved in the
transaction.
j. In service sector deals, any of the above deal types can apply, as the purchase
revolves around a service rather than a product company. Thus, the same
metrics as above will be pursued. However, additional indicators of progress
will be relevant. Thus, when purchasing, eg a consultancy firm, indicators
such as absenteeism (ie early warning signal of high stress levels, poor
productivity, or employees looking for alternative jobs) and retention levels
will prove useful in predicting future sales, as any loss in (senior) talent is
likely to result in lost customer contacts.
CONCLUSION
One of the limitations is that we did not make a standardized measurement for post
acquisition performance. Some acquisitions firms think the acquisition has not yet generated
direct economic benefits, but they are happy about the situation. Some other firms say that
they have strong roots in another continent after acquisition. Such non-standardized
measurement probably could not comprehensively represent the reality.
11
Defining mergers and acquisition success — caveats and best practices, available at
https://app.croneri.co.uk/strategic-briefings/defining-mergers-and-acquisition-success-caveats-and-best-practice
s#:~:text=Commonly%2Dused%20measures%20include%20the,managers'%20subjective%20assessments%20o
f%20performance (Last Modified on 21.02.2021).
It is to be noted that significant deteriorations in the profitability of the acquirers, reinforcing
the results of previous studies in other industries. It is thought strange that none of the
enterprise valuation ratios were found to be statistically significant. Meaning that the M&A
activity was not perceived by the investor community as a very “positive” decision. We
believe that this area needs further investigation since these events are very costly
investments for the acquirers and the implications of those are still not well defined. In the
maritime transport industry, future research should also consider the method utilized for the
acquisition, as well as, the “state” of the industry at the time of the acquisitions as a potential
factor influencing the success or failure of the acquisition.
Despite the goal of performance improvement, results from mergers and acquisitions
are often disappointing compared with results predicted or expected. Numerous empirical
studies show high failure rates of M&A deals. Studies are mostly focused on individual
determinants. A book by Thomas Straub "Reasons for frequent failure in Mergers and
Acquisitions"develops a comprehensive research framework that bridges different
perspectives and promotes an understanding of factors underlying M&A performance in
business research and scholarship. The study should help managers in the decision making
process. The first important step towards this objective is the development of a common
frame of reference that spans conflicting theoretical assumptions from different perspectives.
On this basis, a comprehensive framework is proposed with which to understand the origins
of M&A performance better and address the problem of fragmentation by integrating the
most important competing perspectives in respect of studies on M&A. Furthermore,
according to the existing literature, relevant determinants of firm performance are derived
from each dimension of the model. For the dimension strategic management, the six strategic
variables: market similarity, market complementarities, production operation similarity,
production operation complementarities, market power, and purchasing power were identified
as having an important effect on M&A performance. For the dimension organizational
behavior, the variables acquisition experience, relative size, and cultural differences were
found to be important. Finally, relevant determinants of M&A performance from the financial
field were acquisition premium, bidding process, and due diligence. Three different ways in
order to best measure post M&A performance are recognized: synergy realization, absolute
performance, and finally relative performance.
BIBLIOGRAPHY
PATEL,KISON The Ultimate Guide to Post Merger (M&A) Integration Process, available at
https://dealroom.net/blog/biggest-post-merger-integration-challenges
Defining mergers and acquisition success — caveats and best practices, available at
https://app.croneri.co.uk/strategic-briefings/defining-mergers-and-acquisition-success-caveats
-and-best-practices#:~:text=Commonly%2Dused%20measures%20include%20the,managers'
%20subjective%20assessments%20of%20performance
Balancing Integration and Autonomy in the Post-acquisition Phase- A study of German firms
acquired by Chinese firms, available at
https://www.diva-portal.org/smash/get/diva2:823895/FULLTEXT01.pdf