Specializes in governance, strategy, finance and M&A. Author & Experienced Outside Director. Kona Advisors LLC.
As a board member, you know your fiduciary duties when considering buying or selling a business. If the goal of the transaction is to bring in growth capital, pay down debt, provide a dividend or buy out smaller owners, then the business will likely continue on its current path.
If you are considering a true merger, where two companies will become one, and your ownership group retains an interest in the merged entity, then you need to consider your merger integration plan. Many mergers don’t achieve their goals. A merger is harder than a bolt-on acquisition; culture clashes tend to be at the top of the list of challenges, along with management dysfunction.
Success depends on many things, but I have found that a thoughtful integration plan is its foundation. Here are six areas I recommend examining when creating your plan.
1. Culture
Cultural compatibility should be assessed before agreeing to do the deal. I assess culture based on these questions:
1. Within an organization, what decisions and actions can happen without a discussion, since it is understood that you don’t need to ask about them?
2. What are the decisions and actions that require consultation before moving forward?
3. Which decisions and actions are not yours to make?
4. How are non-performers dealt with?
5. What are the consequences of legal, ethical or moral lapses?
Some things are never spoken, but if you spend enough time with an organization and get to know them well, the unspoken rules reveal themselves. You will know it when you know it.
I recommend assessing these points before moving forward, determining if you can hedge the risks with training, education or some other accommodation.
2. Management
This is the jump ball decision during negotiations. Who is in charge, who is being moved aside, and how is this viewed within the two organizations? What is the trickle-down effect of reshuffling the top layers? If the new leadership is inflexible in its style, then a culture clash is more likely.
3. Growth Drivers
You are doing the deal to increase value, and that means driving growth. A good place to start is to establish the fundamentals. Consider these questions to determine your growth drivers.
• Marketing: What persona are you going to present to your customers? It will need to transition well so you don’t lose many of them, which involves positioning, branding, messaging and social media functions. How long will this take?
• Sales: Sales is about defining and managing consistent processes. Which set of processes are you going to use, and how do you retrain those who need to adapt to new processes?
• CRMs: Using two CRMs makes it hard to consolidate sales processes and marketing, but transitioning from one to the other is fraught with risk. Before choosing one over the other, think about how you want your sales processes to function, and use that as your roadmap for integration.
• Customer Experience: The overall customer experience is critical, especially in our service economy. Mergers can make customers leery of what may come next. This is a time to overcommunicate your intentions.
4. Cost Efficiencies
I find that outlining cost efficiencies is the easy part of evaluating a merger. Unfortunately, savings tend to be harder to achieve than initially estimated. You will likely need to have staff and systems consolidations to produce savings.
In prior decades, having multiple locations to consolidate meant picking one to survive and closing the rest. But with cloud-based software and post-Covid remote work rules, this is less true. There should be more opportunities to take out cost than in prior eras.
5. IT Systems
Most businesses today are defined by their processes and how they implement their processes via technology. The businesses being merged will need to change together. How do you process an order? A price increase? How do you manage a factory? How do you get the books closed on time?
System transitions can be difficult and expensive, and there are often trade-offs to make. During one situation I was involved in, the larger division was driving the needs analysis. The smaller division sold customized products, but the larger division sold out of a catalog. Since the sales processes were completely different, the smaller division couldn’t simply change to the sales style of the larger division.
6. Building Your Merger Team
Merger integration is a project-based team effort different from generating EBITDA. Here are a few things to think about when pulling a merger team together:
• Who is going to lead the integration? Running the business and driving integration are not the same. The latter could become a full-time job on its own.
• What skills and experience do you need on the team? Should they be supplemented with consultants, as is common?
• Who is on the team, and what is their reporting structure? Does the team report to the board, or just one of the management teams? If you are on the team, do your existing deliverables change or not?
• When there is a conflict, how are decisions going to be made? Whose ox gets gored? Many changes may be personal.
• When things don’t go as planned, who is accountable?
• Is there a budget to pay for integration, i.e. consultants, systems, brand transition, etc.?
There is much to consider here. Remember that no matter how thoughtful the planning is, once the work starts, the plan will change. Some firms prefer to figure things on the fly, and that may work also. Each situation is different.
If the merger fails and some shareholders are hurt, then this may become personal for directors. You don’t have to be right in your decisions, but you need to be prudent. If you did not fully consider the merger risks before voting for the deal, someone may make a claim to recover their losses. Even with good D&O, this is an unpleasant situation that is best avoided by having a strong integration plan and merger team from the start.
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