The number and volume of Mergers and Acquisitions (M&A) has been growing steadily since the end of the financial crisis. In 2015, global M&A volume was at an all-time high of more than 5 trillion dollars. This was fueled by the large number of so called ‘mega-deals’ of which there were 69 (for more information see: https://corpgov.law.harvard.edu/2016/02/10/mergers-and-acquisitions-2016/). However, most studies conclude that the failure rate of mergers and acquisitions is between 70% and 90% (see https://hbr.org/2011/03/the-big-idea-the-new-ma-playbook).
In our experience, the two main facilitators for a successful merger are (1) a swift integration of the respective companies and (2) cultural alignment early on in the process. This applies to mergers in industries from retail to pharmaceuticals and disciplines from supply chain to IT. The five key success factors that we have identified based on our experience are:
- Thoroughly understand the situation
- Implement a collaborative way of working
- Ensure both corporate and national cultural sensitivity
- Use transparent and consistent communication
- Abide by the (changing) legal restrictions at all times.
In the next paragraphs we will detail the key success factors as well as give practical examples how we have leveraged them throughout the merger of two European and US-based retailers, where we focused on the supply chain and IT functions.
Thoroughly understand the situation
Once a merger has been announced the companies will try to set-up an integration office structure, which may be quite complex. Is it key to fully understand this structure and the reasons behind it in order to manage stakeholders from both companies and position yourself as a bridge between companies and functions. In practice this meant that we spent quite some time with the integration management officers in order to understand the thought process behind the integration approach.
Secondly, a merger has impact on the sentiment of employees of both companies. In order to understand these sentiments, conduct a stakeholder assessment once the project has started. This can be used to engage with stakeholders in the right manner and understand their points of view. Knowing how your stakeholders think and what their priorities are will allow you to focus on the end result, whilst being flexible with respect to how they are realized, which may change several times throughout the merger process.
Implement a collaborative way of working
Mergers should lead to synergies, which in practice often means process changes and staff attrition. It is logical that this has immediate impact on employees, who have to work together during the integration effort but will soon be applying for the same function in the NewCo. In order to take out the emotion in the integration process, we applied a rigorous structure with a clear cadence and accountabilities at each level. This also requires a global vision of what success in the merger looks like, for short term employee motivation. Lastly, using a common process, consistent document management and a central repository avoids hiccups in the collaboration between both parties.
Ensure both corporate and national cultural sensitivity
The impact of bringing together two (or more) different cultures in a merger is not to be underestimated. Consultants have to show cultural sensitivity from their first introduction to the client. After all, you only get one chance to make a good first impression! We showed our cultural sensitivity by always speaking to stakeholders in their mother tongue (English, Dutch and/or French) in one on one meetings, and by making a real effort to be physically present across the geographical locations.
Usually more than one year passes from the moment that the merger is announced until it is formalized (Day One). As this is a long process, it is critical to celebrate success and bring together stakeholders outside the office to further improve working relations.
Use transparent and consistent communication
It should be clear by now that mergers and acquisitions are delicate processes which have a large effect on employees in both organizations. Based on the stakeholder assessment described above, consultants should ensure information is shared at the right time with the right stakeholders, but also that the information is tailored according to the stakeholder’s sentiments. During the retail merger, we ensured this by sending out specific communication to stakeholders via e-mail. In case of doubt, we sent three or four separate, tailored emails instead of one group e-mail to everyone.
Transparent communication not only applies to the information that we share with the stakeholders, but also in the communication back to us. Open, face to face conversation with stakeholders are incredibly important to understand their position on merger topics. They are also a great opportunity to ask for feedback, which allows you to further improve and build out your added value in the merger process.
Abide by the (changing) legal restrictions at all times
During the merger process, different legal restrictions apply, which are dependent on the phase of the merger. Until the Day One, both companies are still different entities and should be treated as competitors by external parties. In order to be cognizant of the restrictions that apply, we reached out to the M&A lawyers frequently. As these are possibly the most overstretched resources during the merger, we met with them over coffee or lunch and built up a good working relationship. This allowed us to pop-in to their office for a short question when needed. In legal matters, it is critical not to make any assumptions and review all legal guidelines shared by the integration office.
It is often said that consulting is a people business. The lessons we have learned in our mergers and acquisitions projects clearly show the importance of interpersonal skills in the consultancy arena. Both companies in a M&A process as well as their consultants will be successful by applying the five key success factors, which should lead to a reduction in the high failure rate of mergers and acquisitions. Ultimately this will lead to higher shareholder value, which is the raison d'être for every merger.