intelligent m&a

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Published by Soundview Executive Book Summaries, P.O. Box 1053, Concordville, PA 19331 USA © 2008 Soundview Executive Book Summaries • All rights reserved. Reproduction in whole or part is prohibited. Concentrated Knowledge™ for the Busy Executive • www.summary.com Vol. 30, No. 3 (3 parts), Part 3, March 2008 • Order # 30-08 CONTENTS The Need for Intelligence in Mergers and Acquisitions Page 2 Business Intelligence Pages 2, 3 Designing the Acquisition Process Pages 3, 4 Controlling the Advisors Page 4 Identifying the Best Targets Pages 4, 5 Due Diligence Pages 5, 6 Post-Merger Integration Pages 6, 7, 8 How to Survive a Merger Page 8 by Scott Moeller and Chris Brady Intelligent M&A Navigating the Mergers and Acquisitions Minefield THE SUMMARY IN BRIEF Mergers and acquisitions (M&A) have played a dominant role in shaping and reshaping the global corporate landscape in the last century. If the sheer numbers of deals aren’t grabbing headlines, the size and scope of the deals that are made cannot help but command the attention of investors the world over.What is sometimes overlooked in the hoopla, however, is how risky these deals are, and how very few of them wind up working as well as they were originally conceived to work. To make the best decisions, leaders need detailed and timely information about the commercial and competitive environment surrounding an M&A deal — a function business scholars Scott Moeller and Chris Brady term “business intelli- gence.” By employing sufficient and first-rate business intelligence as part of the M&A process, companies can manage the financial, cultural and leadership-driven issues inherent to all such deals.This function is a vital aid to managerial decision making in any industry,at any time. In Intelligent M&A, Moeller and Brady set forth a solid strategy for thriving in the high-stakes, high-stress environment of corporate mergers and acquisitions.With a solid theoretical base,as well as real-world focus and application, Intelligent M&A is a virtual handbook,showing you how to survive when corporate worlds collide. IN THIS SUMMARY, YOU WILL LEARN: • Why business intelligence is so important to the M&A process. • How to design an effective acquisition and identify the best targets for a deal. • How to manage the expectations of and interactions with advisors on both sides of an M&A deal. • How to practice effective due diligence. •How to successfully integrate the two companies involved in the merger. • How to survive a merger, including tips on staying visible, informed and invaluable in a time of extreme flux. SOUNDVIEW Executive Book Summaries ® www.summary.com Finance: M&A

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Page 1: Intelligent M&A

Published by Soundview Executive Book Summaries, P.O. Box 1053, Concordville, PA 19331 USA© 2008 Soundview Executive Book Summaries • All rights reserved. Reproduction in whole or part is prohibited.Concentrated Knowledge™ for the Busy Executive • www.summary.comVol. 30, No. 3 (3 parts), Part 3, March 2008 • Order # 30-08

CONTENTSThe Need forIntelligence in Mergersand AcquisitionsPage 2

Business IntelligencePages 2, 3

Designing theAcquisition ProcessPages 3, 4

Controlling the AdvisorsPage 4

Identifying the BestTargetsPages 4, 5

Due DiligencePages 5, 6

Post-Merger IntegrationPages 6, 7, 8

How to Survive a MergerPage 8

by Scott Moellerand Chris Brady

Intelligent M&ANavigating the Mergers andAcquisitions MinefieldTHE SUMMARY IN BRIEF

Mergers and acquisitions (M&A) have played a dominant role in shaping andreshaping the global corporate landscape in the last century. If the sheer numbers ofdeals aren’t grabbing headlines, the size and scope of the deals that are made cannothelp but command the attention of investors the world over.What is sometimesoverlooked in the hoopla, however, is how risky these deals are, and how very fewof them wind up working as well as they were originally conceived to work.

To make the best decisions, leaders need detailed and timely information aboutthe commercial and competitive environment surrounding an M&A deal — afunction business scholars Scott Moeller and Chris Brady term “business intelli-gence.” By employing sufficient and first-rate business intelligence as part of theM&A process, companies can manage the financial, cultural and leadership-drivenissues inherent to all such deals.This function is a vital aid to managerial decisionmaking in any industry, at any time.

In Intelligent M&A, Moeller and Brady set forth a solid strategy for thriving inthe high-stakes, high-stress environment of corporate mergers and acquisitions.Witha solid theoretical base, as well as real-world focus and application, Intelligent M&A isa virtual handbook, showing you how to survive when corporate worlds collide.

IN THIS SUMMARY, YOUWILL LEARN:

• Why business intelligence is so important to the M&A process.

• How to design an effective acquisition and identify the best targets for a deal.

• How to manage the expectations of and interactions with advisors on bothsides of an M&A deal.

• How to practice effective due diligence.

• How to successfully integrate the two companies involved in the merger.

• How to survive a merger, including tips on staying visible, informed andinvaluable in a time of extreme flux.

SOUNDVIEWExecutiveBook Summaries®

www.summary.com

Finance:M&A

Page 2: Intelligent M&A

The Need for Intelligence inMergers and AcquisitionsM&A are an integral part of the global strategic and finan-

cial business landscape, regardless of the role one has.Although fluctuating widely from periods of peaks andtroughs of merger activity, the baseline size and growth ofmergers is clear. In fact, the “slow”period of activity in 2002was well in excess of the “peak” activity in the late 1980s.Yet, despite this impressive trend,mergers and acquisitions

are often misunderstood and misrepresented in the pressand by those who are engaged in each transaction.Deals —especially when hostile, cross borders, or are among largecompanies — might be front-page news, yet there is a greatdeal of conflicting evidence as to whether they are trulysuccessful endeavors.Research has shown an improved per-formance of companies that make acquisitions.However, there do seem to be some inviolate truths

about M&A deals:• Many fail to deliver on promised gains to shareholders.• Boards, CEOs, senior managers and advisors pursue

deals for personal reasons.• Deals have a momentum of their own, which typi-

cally means they don’t get dropped when they no longermake sense.• The deal doesn’t end when the money changes

hands. Rather, this point marks the start of the most dif-ficult stage of the deal — the tough integration processthat few get right.• Success with one deal doesn’t guarantee success in

the next deal.

Different Types of Mergers and AcquisitionsThe three major types of mergers/acquisitions are dri-

ven by different goals at the outset and raise different

issues for the use of business intelligence:• Horizontal mergers are mergers among competitors

or those in the same industry operating before the mergerat the same points in the production and sales process. Forexample, the deal between two automotive giants,Chrysler in the U.S. and Daimler in Germany, was a hori-zontal merger.• Vertical mergers are deals between buyers and sell-

ers, or a combination of firms that operate at differentstages of the same industry.There is often less commonknowledge between the two companies in a vertical deal,though there may still be some small degree of commonclients and suppliers, plus some previously shared employ-ee movement.• Conglomerate mergers are between unrelated com-

panies, not competitors, and without a buyer/seller rela-tionship (think of General Foods and Philip Morris’ merg-er in 1985). Conglomerate mergers do not have a strategicrationalization (like cost savings) as a driver, but do typicallymanage to feature creative uses of business intelligence.Deals are either complementary or supplementary.A com-

plementary acquisition helps to compensate for some weak-ness of the acquiring firm.A supplementary deal is onewhere the target reinforces an existing strength of the acquir-ing firm; therefore, the target is similar to the acquirer. ●

Business IntelligenceBy failing to coordinate and prioritize the business intel-

ligence function, companies increase the risk of failure inany endeavor but perhaps most significantly in the M&Aarena. Intelligence failures generally occur, despite thewealth of information available, because of a lack of a sys-temic intelligence function and consequently a lack of suit-able analysis for decision makers to draw upon. In business

FIRMS OF ENDEARMENTby Marshall Goldsmith with Mark Reiter

THE COMPLETE SUMMARY

THE COMPLETE SUMMARY: INTELLIGENTM&Aby Scott Moeller and Chris Brady

2 Soundview Executive Book Summaries® www.summary.com

The authors: Scott Moeller is the CEO of Executive Education at Cass Business School, has taught at Imperial College andOxford University, and is a frequent commentator on television and in the press. Chris Brady is the Dean of the Business Schoolat Bournemouth University. He is the co-author of the acclaimed management book The 90-Minute Manager.

Intelligent M&A by Scott Moeller and Chris Brady. Copyright © 2007 by John Wiley & Sons Ltd. Summarized with permission ofthe publisher, John Wiley & Sons, Ltd. 311 pages. $39.95. ISBN 0-470-05812-1.

Summary copyright © 2008 by Soundview Executive Book Summaries, www.summary.com, 1-800-SUMMARY, 1-610-558-9495.For additional information on the authors, go to http://my.summary.com

Published by Soundview Executive Book Summaries (ISSN 0747-2196), P.O. Box 1053, Concordville, PA 19331 USA, adivision of Concentrated Knowledge Corp. Published monthly. Subscriptions: $209 per year in the United States, Canada andMexico, and $295 to all other countries. Periodicals postage paid at Concordville, Pa., and additional offices.

Postmaster: Send address changes to Soundview, P.O. Box 1053, Concordville, PA 19331. Copyright © 2008 by Soundview Executive Book Summaries.Available formats: Summaries are available in print, audio and electronic formats.To subscribe, call us at 1-800-SUMMARY (610-558-9495 outside the United Statesand Canada), or order on the Internet at www.summary.com.Multiple-subscription discounts and corporate site licenses are also available.

Rebecca S. Clement, Publisher; Sarah T. Dayton, Editor In Chief; Melissa Ward, Managing Editor; Christine Wright, Senior Graphic Designer; Rob Smith, Contributing Editor

[email protected]

Page 3: Intelligent M&A

there is no such thing as a pleasant surprise; any surprise isworrying because it indicates weak intelligence systems.Intelligence should be at the very heart of all corpo-

rate endeavors but often is not.A recent global workforce research study shows that less than half of employ-ees believe that they are in safe hands and that theirexecutives are taking steps to ensure the long-term suc-cess of their organizations. How, then, should organiza-tions avoid catastrophes? The answer is by staying inclose touch with the external environment.

Business Intelligence IndustryWhether traditional or modern, the intelligence function

remains the same — to be the eyes and ears of the organi-zation, to gather and analyze information that provides acompetitive advantage.Why, then, does it appear so difficultfor organizations to engage with the external environment?First, as most observers agree, there is a perception of

greater complexity in the modern business environment.Getting to the other side of that complexity clearlyinvolves greater knowledge of the environment but alsogreater knowledge of how to deal with complexity.The second reason why organizations fail to engage with

the environment is that they do not believe it is necessary.They become complacent.They believe that their approachhas worked, is working, and will, therefore, continue towork.They fail even to observe it, much less respond to it.Finally, and perhaps most significantly, organizations sim-

ply fail to give sufficient thought and resources to intelli-gence as a function. Unwise leaders often choose to limitthe effectiveness of the intelligence function by affording ittoo little value and, consequently, too few resources. Howdoes one best engage with the external environment? Bycreating an organizational intelligence system.

ReviewThe first component in such a system is a review of the

components of the company’s external interaction, in a facil-itated brainstorming session. Identify any gaps in the externalprovision, any disconnections between the components.Thereview process need not be complicated or expensive, but itwill be resource intensive, and the resource will be the brain-power and thinking time of the senior management team,and not just for the day of the brainstorming.

StructureHaving identified the gaps or inefficiencies in the

company’s established intelligence system, remedies mustbe implemented. It may be that internally advertisingone’s product range can actually stimulate recognition ofthe value of those products and change the culture.Essentially there are seven intelligence products that a

mature intelligence function can provide:• Immediate intelligence. Intelligence collected

from open sources to provide endusers with intelligencewithin a 24-hour time frame.• Continuing intelligence. Intelligence that is rigor-

ously researched, analyzed and documented, delivered bycontinuous monitoring of the competitive environment.• Technical intelligence. Intelligence that maintains

technological competitiveness and manages R&D andnew product development projects effectively, evolving inapproach according to evolving technologies.• Analytical intelligence. Intelligence that provides

advanced warning of emerging opportunities and/or threats.• Internal intelligence consulting. Intelligence

gleaned by embedding analysts within internal M&Ateams, enabling the analyst to provide targeted and time-ly intelligence to the group.• Activated intelligence. Intelligence requests gener-

ated by both formal and informal observation of theenvironment, appearing at the request of a client and tai-lored to that client’s needs.• Counterintelligence. Intelligence activities undertak-

en to protect the company from other entities looking toexploit the company’s vulnerabilities. ●

Designing theAcquisition ProcessAlthough each acquisition or merger deal is unique, in

general the merger process usually unfolds in six stages:1. Corporate strategy development: determine if

acquisition or merger is the appropriate strategic move;develop a long list of possible candidates.2. Organize for the merger/acquisition: select

project leader, form different teams, identify outsideadvisors, and so forth.3. Specific deal pricing and negotiation: includes

identification of final acquisition candidate(s), valuationand pricing, and negotiations between both managements.4. Structuring and approval: engage in tasks includ-

ing structuring the deal, conducting due diligence,arranging financing, ensuring approval by common stock-holders, filing appropriate paper and closing the deal.5. Post-merger integration.6. Post-acquisition review.The buyer’s perspective differs from the seller’s but

both largely need to follow these steps.Although it ismore common for buyers to initiate a deal, targets canalso put themselves up for sale. Sellers initiate deals most

Summary: INTELLIGENTM&A

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commonly when they are experiencing some difficulty,including financial difficulties, succession issues or legalmatters. It is critical to determine the underlying reasonsbecause they are not always stated.From the seller’s perspective a typical takeover pro-

ceeds through the following stages:1. Corporate strategy development to determine if the

division or company should be sold.2. Preparation of the expected pricing and expected

deal terms.3. Organization for the merger/acquisition: select pro-

ject leader, form different teams, identify outside advisors,and so on.4. Development of a “long list” of possible buyers and

discussions with those companies.5.A “short list” stage with limited due diligence com-

pleted within the seller’s company.6.A “preferred bidder” stage with almost unlimited due

diligence and strict confidentiality agreements exchanged.7. Deal finalization: arrange financing, approval by

common stockholders, file papers and obtainapprovals with jurisdictions in which each companyoperates, and closing. ●

Controlling the AdvisorsAlthough the ultimate responsibility for the success of

a deal will rest with the board of directors and seniormanagement, in most mergers there is a large number ofadvisors necessary to bring the deal to completion. Someof these advisors may be involved from the first step inthe planning process through to closing, whereas otheradvisors will play a much more limited role during avery specific part of the merger process.

Advisor RolesThere are numerous advisors involved in a merger or

acquisition, among them the following:• The financial advisor is typically at the center and

acts as the experienced coordinator of many of the otheradvisors and their activities.The financial advisor not onlygives general financial advice but also drafts some andcoordinates all documentation, controls other advisors (andoften the client), advises on target valuation and deal pric-ing, manages the overall strategic direction of the offer andlends his or her reputation to the transaction.• Solicitors and lawyers will draft legal agreements

and documents and the “back end” (details) of offer anddefense documents.They give general corporate and reg-ulatory advice and sometimes offer tax advice.• Accountants draft the “middle bit” (numbers) of the

offer documentation and provide the “independent” finan-cial information as required.Note that it is management,not the accountants, that produces the financial forecasts.• Human resources consultancies help bidders

determine the strength of the target’s senior and evenmiddle management teams.The bidder needs to know aswell whether those people will stay with the new com-pany and what incentives will be required.• Stockbrokers are the principal line of communica-

tion with institutional shareholders and because of theirknowledge of the markets and the investors, they provideinput on valuation and pricing.• Public relations advisors help with the selling mes-

sage to multiple audiences, including not only the share-holders who will ultimately determine whether the deal isacceptable but also to management and staff of both com-panies, customers, suppliers and the general public.

Advisors and Business IntelligenceEach of the advisors can play an important intelligence

role, although often each advisor’s actual role is limitedto his or her traditional functions.Accountants, forexample, check and produce the numbers, but, if asked,can provide important information about the industryand other companies in the market.Both large global consultants and small boutique advisors

are renowned for their ability to seek out nonpublic infor-mation about clients and customers. Often, it is difficult fora company to ask this information directly because itwould need to identify who is asking. Consultants, on theother hand, do not need to disclose their clients unlessasked — and frequently are just not asked!Do not forget to employ your intelligence function on

your advisors. No matter how reputable the advisors orhow much work in the deal is conducted by the externalconsultants, the board, senior managers and employeesare the ones who will live with the result for years.Thisresponsibility cannot be delegated. ●

Identifying the Best TargetsThe reasons for carrying out M&A activity are depen-

dent on the context of the business, the dynamics of theenvironment, future strategic intents and the personalmotivations of senior management.These motivationswill define the approach taken to acquisition planning;each company must make its corporate development

Summary: INTELLIGENTM&A

4 Soundview Executive Book Summaries® www.summary.com

For additional information on design of the acquisition process,go to http://my.summary.com.

Page 5: Intelligent M&A

strategy explicitly and directly based on these motiva-tions. In this way, these companies will have clear work-ing guidelines spanning different time periods thataddress their strategic intent, where they would wish toexpand, and even where they would like to divest.Thisstrategy must be both realistic and personalized to thecompany. It will identify where there are holes that mustbe filled with acquisitions or mergers.

The Role of StrategyIn reference to finding a possible target, management

can make quick, informed decisions based on theirknowledge of their own capabilities, corporate strategy,the state of the market, an understanding of the businessof the target and current key stakeholder perceptions.From this point they choose whether to act on theopportunity or to attempt to buy more time in order tocarry out some more research on key determinants.M&A deals are by definition a means to an end.They

should never (but sometimes do) drive strategic situa-tions and choices.Whatever the business strategies that acompany employs to its competitive advantage, the estab-lishment of acquisition objectives should be firmly root-ed within an entity’s “grand design,” helping to promoteits strategic goals and objectives.

Screening Candidate TargetsThe screening of candidates will typically include the

following criteria, but the actual criteria used may differfor each acquirer and even for each deal:• Industry and the target’s position in it• Size of the business (sales, assets, market value, etc.)• Strategic capabilities

• Profitability and other financial factors• Risk exposure, including the cyclical nature of the

business, any significant legal or regulatory issues,inherent risks to the products, etc.

• Asset type, whether buying the whole company orjust a division, real estate, natural resources or people

• Intellectual property: patents, client lists, supplierrelationships

• Management quality and the likelihood that theywill remain with the company

• Current ownership• Cultural and organizational fit. ●

Due DiligenceIn M&A, the due diligence process includes the verifica-

tion of material facts and an examination of the externalrelationships of the company and the internal finances,operations and management.While due diligence is oftenseen as the bidder’s responsibility, it is just as important forthe target to conduct due diligence on the bidder in orderto determine whether the offer is bona fide and legitimateand, most importantly, to ascertain whether the bidder hasthe financial capacity to complete the transaction.

The Due Diligence ProcessThe key factors in conducting informative and timely

due diligence are the following:• Identifying the most important items to collect: in

most deals there is not enough time to look at every-thing in as much detail as desired.• Identifying the right sources for the desired informa-

tion within the required time frame.• Identifying the right people to review the data: this

should naturally include the people who know mostabout that area and should also include people who areexpected to be managing the business post-acquisitionand therefore will use that information.The target company is not required to provide to a

bidder (or vice versa) any confidential or nonpublicinformation unless in a situation where compelled by thecourts.The target is also not required to disclose infor-mation to any party that the party has not requested. Ofcourse, withholding information is not necessarily rec-ommended, especially if it is necessary to keep the dealfriendly and to get a higher price.

Summary: INTELLIGENTM&A

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Cisco Picks Its Targets WellCisco, like some serial acquirers, has become

quite adept at ascertaining that companies theyacquire fit their corporate strategy; the companyrelies on acquisitions to complement its own inter-nal research and development. Cisco has had peri-ods when it buys one to two companies per month.In its early period of rapid growth, it developed asix-point blueprint for evaluation of prospectiveacquisitions:

1. Similar vision to Cisco2. Must produce quick wins3. Long-term win situation for all parties (share-

holders, employees, customers, partners)4. Cultural compatibility must exist5. Close geographic proximity to Cisco6. Friendly deals, never hostile.

For additional information on screening candidate targets,go to http://my.summary.com.

Page 6: Intelligent M&A

Types of Due Diligence InformationDue diligence can be divided into external and internal

information. External due diligence should, if possible, beconducted before the deal is underway when the timepressures may not be as extreme as the period after the dealis announced. Internal due diligence is conducted through-out the deal. Both need to be continually updated as con-ditions change. In addition, each industry will have its ownspecial due diligence requirements.While due diligence does enable prospective acquirers

to look for potential “black holes,” the aim of due dili-gence should be this and more.A well-managed due dili-gence assignment — varied in each specific case by scopeand scale to reflect the unique issues of each deal — willhelp firms to improve their financial performance,strengthen their competitive positioning, develop internal“know-how” and be better able to grow through M&A.Business intelligence is at the heart of due diligence,

providing company executives with the kind of insightthat enables them to make appropriate commercial deci-sions and plan for the future.While 90 percent or moreof information required for merger or acquisition activityis widely available, the key skill in this entire process isthe ability to identify what information is needed, whereit is most likely to be found and then determine a wayto extract that information.

Financial Due DiligenceOften the mainstay of the M&A process, financial due

diligence enables companies to obtain a view of an orga-nization’s underlying historical profits, which can then beused as a canvas on which to paint a picture of the com-pany’s financial future.A prospective target’s financial

statements may enable acquirers to identify reasons whya company wishes to merge or sell out.The building blocks for such information include

auditing and verifying financial results on which an offeris based, identifying deal breakers, providing ammunitionfor negotiators and pinpointing areas where warranties orindemnities may be needed, and providing confidence inthe underlying performance (and therefore future profits)of a corporation.

Management Due DiligenceIt has become common practice for acquirers to per-

form discreet investigations in order to evaluate the com-petence of the target’s management and quality of theirpast performances. Since often it will be managementwho will be carrying the merger forward, it is crucialthat adequate time is spent on making sure the best peo-ple are in place with all the support they might need. ●

Post-Merger IntegrationAn M&A deal does not end with the completion of

the transaction at closing. In most cases, the closing ofthe deal is only the start of the truly hard work of mak-ing the newly formed company work.Post-merger integration is the “quiet” phase of the typi-

cal merger; to the outside world there is usually very littlediscussion about the deal in this phase unless, of course, it isfalling apart and was a high-profile deal.The success of thedeal actually depends more upon the post-merger integra-tion than any other single step in the M&A process.In fact, a merger will likely fail if it has the right strate-

gic rationale but poor implementation. Likewise, failurewill follow a merger carried out at the best price butwith bad post-merger integration. On the other hand, ifa deal has no sound strategic rationale or if the strategywas based on circumstances that have now changed, andeven if the deal was done for too high a price, the newlycombined firm can still be successful if there is effectiveand creative management of the new organization afterthe merger.The simplest way to work toward success isto focus on post-merger integration.

Change Management and Integration CostsPost-merger planning should reflect the desired change

from the deal. If the strategy behind the deal is unclear,there is no reason to expect successful post-merger inte-gration. Different types of acquisitions bring with themdifferent post-merger problems.The costs of doing integration poorly can be immense.

The overall cost includes not only out-of pocket, quan-

Summary: INTELLIGENTM&A

6 Soundview Executive Book Summaries® www.summary.com

Oracle’s Management ListsIn the lead-up to an acquisition in early 2006,

Oracle was given the names of 53 key people thatcould not be poached during the merger discus-sions or afterward for a period in case the deal fellthrough. If one is given such a list, as noted by theSenior HR Director for Europe, the acquirer has thebeginnings of a tool to check with customers andformer employees as much as it can about those 53people, as they are presumably the best of the bestin that target company. This process can identifypossible problems and issues with those individualsand with the organization.

In addition, it turns something meant to bedefensive on the part of the target into somethingof even greater value to the bidder in the duediligence process.

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tifiable expenditures (rebranding, systems integration andthe like), but also items that are difficult to quantify butthat will have a major impact on the newly mergedcompany’s bottom line, including the following:• Hiring and training employees in new positions• Time-consuming and distracting meetings and

activities during integration• Dysfunctional politicking and power fights• Decrease in employee efficiency during the period

of uncertainty• Customer confusion and competitors’ attempts to

poach clients during this period.

Integration PlanningIntegration planning should begin at the deal idea-

generation stage and continue throughout the mergerprocess.There are five major stages in the post-mergerintegration process:1. High-level merger planning: discussion at the

senior executive level, including talks about how thecompanies can or will combine.2. Formal (or leaked) announcement: Employees

and management will have mixed emotions, and expec-tations rise in many cases due to the external discussionabout the deal’s potential. Due to the natural uncertaintyby most about the deal, it is important to be able toannounce some integration plans at the same time orwithin days of the deal announcement.3. Initial organizational merger planning:The

organization is unstable and although many employeeshave the best intentions to cooperate, good will quicklyerodes. Post-merger planning is now out in the openwith a need for effective use of business intelligence.4. Initial post-deal integration: often intense dur-

ing this period (typically 100 days) but with a high levelof organizational instability, including “us-them” mentali-ty and intra- and interdepartmental hostility.5. Psychological integration: Roles and systems are

by this point clarified, and there are successes demonstrat-ing the power of the new organization; this is a long-term,gradual process, which may take years to finalize.

Keys to Integration SuccessIn order to achieve a successful post-merger integra-

tion — and thus the success of the deal — there areeight areas that require attention:Leadership. It is important to set up the appropriate

structure and organization for the post-merger integra-tion, starting with the leadership.The top of the compa-ny needs to be seen internally and externally as being

focused on the success of the deal and on managers andemployees internally.The CEO must appoint an integration manager who

comes from a high level in the organization, ensuresmiddle management buy-in and involvement throughthe use of integration planning committees and taskforces and makes quick decisions on compensationwhere necessary.A single integration manager must alsobe appointed to speed up the integration process, createa structure, forge social connections between the twoorganizations and help engineer short-term successes.Engineer successes. One way to maintain the client

base and even to grow it is through the engineering ofsuccesses, even if these are not “real.”This can be used todemonstrate the power of the new organization andshould be done as soon as possible after the deal isannounced (and planned well before that time.) Thesewins, when communicated properly, can be an effectivemorale booster internally as well.Act quickly.When talking to almost anyone involved

in a successful integration, the need for speed is usuallymentioned in the first sentence. It is critically importantto make the key decisions very quickly. Uncertainty isthe virus of successful post-merger integration, as thiswill lead to customers, managers and employees leaving.Retain key employees. It is also important to retain

key employees in both the acquiring and acquired com-panies. Each employee will be most concerned about“me.” If those concerns are not addressed, no other busi-ness will get done properly as managers and employeeswill be distracted.The intelligence function should helpthe acquirer identify key personnel.People-related issues typically represent much of the

hidden post-merger integration cost to the new organi-zation. Organizations that anticipate these issues will bebest positioned to deal with them effectively and to min-imize the negative financial impact they represent.Nurture clients. Do not lose sight of the revenue side

of the business — the focus on clients.While the compa-ny is worrying about integration, the outside world willnot be so distracted: Customers can be poached if notnurtured and suppliers are at risk. It is therefore importantto encourage the sales force and relationship managers tobe alert to signs that there are problems.Communicate. Communication must emanate from

the very top of both organizations or else they run therisk of lacking credibility. Managers must “walk the talk”and show that they have recognized the changes to theorganization and their impact on individual employees.The very senior managers can best communicate thevision of the deal and the related business logic.

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Communications must demonstrate transparency andopenness at all times; a lack of candor or honesty will beimmediately sensed by most employees, and the goodwill that is critical to have in place for the successfulimplementation of the deal will be destroyed.Integrate the two cultures. Cultural integration is

paramount in the post-merger period. It is important tomake the social connections in terms of communication,identification of common core values and recognition ofthe importance of “superficial” issues such as titles andcompany and division names. It is an issue not just forsenior managers but for all levels of the organization, asboth companies will have had unique cultures that maynot instantly or naturally mesh.Adjust, plan and monitor. Managers should prepare

for surprises — these will always occur in a situation ascomplex as merging two companies and their employees.Nothing should be cast in stone — be willing to makechanges, anticipate unexpected external events and man-age them as best as possible.Planning should start at the beginning of the deal idea

stage.This includes an identification of whom will fill keyroles, their responsibilities, and mapping out what thefuture organization will look like. Business intelligence canbe used to determine what changes will be necessary. ●

How to Survive a MergerIn today’s business environment, it is unusual for an

individual not to experience a merger or acquisition atsome point during his or her career. It is certainly usefulto know about survival techniques and tips that haveproven helpful to others when faced with an upcomingor ongoing merger.

Survival TipsAssuming you wish to stay with the newly merged

company, what should you do? The techniques of goodbusiness intelligence applied to your own personal situa-tion would include the following:• Start to prepare during the pre-merger phase. Be

part of the merger planning and design process, and/or thepost-merger integration team.Get to know the other orga-nization as well as possible using internal and external con-tacts and resources.This will not only give you informationthat will be personally useful but also will enable you to beconsidered more valuable, particularly if you understand theother company better than your colleagues do.• Don’t think that your boss will take care of you.

As with everyone else in the organization, your boss will belooking out for him/herself first.He or she may even haveless of an idea than you do as to how decisions will be made.

• Stay around the office. Become more visible. Be thehardest worker, or at least perceived to be such.This willdemonstrate that you are invaluable and provide you withopportunities to pull out all the stops and produce.• Your own team may be your most valuableasset.Your own team may have sources of informationthat aren’t communicated by your network or by yourmanager.Additionally, you’ll feel better if you are doingyour best for your staff. Furthermore, you may needthem in the new organization and you don’t want themto consider leaving prematurely.• Network incessantly, both internally and exter-nally.This is important both to gather intelligence aboutwhat is to happen and to gain support as decisions aremade.Also, let others know your accomplishments, tal-ents and what you’ve done for the company.• Keep your clients and keep them happy.You can

avoid being made redundant by making sure your clients areloyal to you personally as the salesperson, and not necessarilyto the newly merged company. Support and middle-officestaff should think of the front office as their client.Try tolink yourself with some client-facing teams; at least get thosewho you support to speak up positively on your behalf.• Be flexible. Be willing to move or change jobs, and to

show adaptability to a new corporate culture, manager,travel, job requirements, hours and other business practices.• Prepare for the worst, even if you think yourjob is secure.When rumors about a merger or acquisi-tion appear, take them seriously. Such preparation isespecially important if your company is the smaller onein an acquisition.• Be positive about the new company. Be future

oriented and focus on the needs of the new organization.A positive outlook about yourself and your place in thecompany can be important in easing your anxietiesabout work and the merger.There are no guarantees that a job can be retained

or found in the newly combined company, but anapplication of these recommendations should improvethe odds immensely. ●

Summary: INTELLIGENTM&A

8 Soundview Executive Book Summaries® www.summary.com

RECOMMENDED READING LISTIf you liked Intelligent M&A, you’ll also like:1. Making Strategy Work by Lawrence G. Hrebiniak. Hrebiniak offers a com-

prehensive, disciplined process model for making strategy work in the realworld, where formulation and execution are both major challenges.

2. The Well-Timed Strategy by Peter Navarro.Navarro provides the tools toalign every facet of business strategy, tactics and operations to reflectchanging business conditions.

3. Corporate Agility by Charles E. Grantham, James P. Ware and CoryWilliamson. In order to compete in the flat world, businesses must bewilling to embrace a new strategic model. Corporate Agility provides theblueprint for this revolutionary move forward.