Sharad pandey abhisek goswami
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Sharad pandey abhisek goswami Sharad pandey abhisek goswami Document Transcript

  • Author: Sharad Pandey, Abhisek Goswami Post M&A Business Integration: Realizing the Vision Research shows that two thirds of Mergers & Acquisitions (M&A) could not achieve envisaged outcome within planned integration timeline and costs. Pre - M&A, areas of synergies are carefully scrutinized, audited and the entire business case is heavily scrutinized. However once the deal is signed the same business case can quickly become a Pandora’s Box, with the original vision being lost and synergies remaining elusive. The reasons are many. Today’s enterprises run on complex value chains, business processes and IT systems. Integration of two such entities is multi layered and multi faceted starting from the layers of strategy and business planning drilling down to execution systems and operating procedures. Constant changes in the business ecosystem are fatal risks and mandate dynamic reprioritization if needed. Also crucial are the overarching people, culture and change management aspects. Thus, in a way modern day post M&A business integration projects represent the pinnacle of project management competencies. While this complexity is widely acknowledged, the new paradigm for a successful post M&A integration project does not stop at achieving a seamless integrated end state for the joint entity; but calls for realization of the synergies of the original M&A business case itself. This review paper talks about some of the evolved thinking in M&A integration project planning and risk management. Also showcased is case study, on how these practices are actually being leveraged in field for global conglomerates in the areas of research & development. Keywords: post integration management, risk management Table of Contents Context ....................................................................................................................................................2 Importance of Strategic program management approach ......................................................................4 How new approach works........................................................................................................................6 Case walkthrough (new product development in a JV) ..........................................................................7 Closing remarks .......................................................................................................................................8 References ...............................................................................................................................................9
  • Author: Sharad Pandey, Abhisek Goswami esearch indicates that two third of merger and acquisition among various industries could not realize the perceived value of integration which were thought out before deal happens. Most of the time business case is crafted hurriedly during pre-merger phase with quick due diligence exercise. Business case should act as a guiding light towards formulating various initiatives towards achieving economy of scale, economy of scope etc. by achieving area of synergy and competitive strength as soon as possible. With dynamic macroeconomic condition; market demand, regulatory and competitive landscape changes rapidly. Assumptions behind achieving certain financial benefits could remain elusive if sensitivity of such changes were not considered properly during risk mitigation process in original business case . Defining exact value of synergy between two companies is very misty assignment. Appropriate financial measurement would become too complex later mostly aligned with growth related vision acquirer. Most of the popular model to define synergy value is very much specific to industry and also dependent on overall macro economic situation. M&A deals during 2000-11 in petroleum and energy industry could only show 0.7 to 1,5 % of combined sales figure of both companies. Historically energy and petroleum industry used to hold biggest size and scope of acquisition. This calculation error increases further as overall revenue of companies becomes smaller, as it is affected more by macro economic cycles , market demand and other competitive landscape. So whole perceived benefit calculation R
  • Author: Sharad Pandey, Abhisek Goswami become more internal operation oriented example- operational cost, supply chain consolidation, capacity utilization , capability enhancements etc. Various reports suggest that hardly 5% of M&A deal could able to identify revenue growth than cost synergy. Expectations and support by shareholders during M&A deal is another very important factor to deal closure. It has been observed that as structure of industry becomes more dispersed, local market driven with less global influence and guarded by local regulatory bodies then perceived risk of achieving those synergy increases. For example – perceived synergy value accepted by shareholders during various M&A process during 2000-11 for industries like telecommunication, utilities, financial , industrial equipment were around 20%, energy and oil –gas industry is around 45 -50%. Manufacturing industry lies in between at around 30-40 % depending on volume, variety and velocity of change of products.1 Hence realizing bottom-line related synergies becomes top most priority for integration team during post merger phase. Here test robustness of assumptions made during pre-merger due diligence phase! Deep domain expertise with internal insights on organization structure, 1 Thomson Reuters Datastream and published data
  • Author: Sharad Pandey, Abhisek Goswami system, business process help immensely in appropriate prioritizations of various programs, mitigating risks and optimum tuning of capabilities during integration phase; Such Dynamic economic environment calls for strategic program management approach than a mere generalist approach of static milestones review and closure process. This is approach helps in culminating synergy requirement initiatives and pre-merger vision dreamed by leaders of business. Till date lots of effort research carried out on achieving bottom line synergy but interesting point is during an sudden economic turmoil all these efforts have to be slowed down and organization should hold long term vision as a guiding star while travelling through this treacherous journey . Strategic approach in integration program management brings value transformation in traditional methods! raditional mile-stone oriented project management is no more suitable to mange risks. Size of risks often depends on right data source, data structure, data transparency, project tracking mechanisms in place to effectively manage ambitious change initiatives. Right governance structure helps in allocating finding out proper resources are tightly allocated. We have observed that during a full blown integration program, where 700-800 large projects running simultaneously for a global auto manufacturer. These initiatives themselves become more complex and interdependent than they were five years ago. Fierce global competition and quickly changing markets require fast results and real impact. With fast changing market landscape and shortening demand window corporate boards to capital markets demanding for greater proof on the impact delivered and the organization’s ability to deliver it. This is not problem not only to fast moving industries ; We have seen similar situation in slow moving industries like in marine and energy sector where relevance of past projects during integration phase has faded away within 2 years while original integration vision is still valid. Most of large projects are now facing budget cuts, delays and hence somehow running on suboptimal solutions. Traditional project management office (PMO) wasn’t designed for managing such organizational confusion influenced due to today’s environment. T
  • Author: Sharad Pandey, Abhisek Goswami Often associated with bureaucracy and unproductive meddling, many PMOs are better suited to running a set of departmental projects on time and on budget than they are to managing a complex, interconnected set of cross-enterprise efforts tied to high-risk, mission-critical outcomes such as aggressive cost reduction, revenue enhancement, and turnaround situations. Operational focus role of PMO often lacks a sharp mandate, the right leadership, and a big-picture view of how different initiatives fit together. Moreover, typically focuses on process and timelines at the expense of static high priority issues and impact. Mission-critical change efforts require a different type of governance structure oriented towards value delivery through strategic initiative thinking and steering committee approach. An effective approach is developing strategic program management office (SPMO) approach supported by leadership driven steering committee (SC) or board shifts the focus from process to value, ensuring that milestones, timelines, and target impact are clearly defined and regularly tracked. Important shift would be bringing value oriented approach with dynamic priority than process oriented approach; this also brings fuzzy program management approach which is kind of managing big picture with connecting multiple dots in changing time. Deep business insight is paramount factor; hence SPMO should not be chosen a standard program execution approach unless required due to its huge overheads! Traditional program management % Completion during phase gate review Completeness of gate documents, visibility of future gates with check Monitor health critically- planned vs actual status Strategic program management Measure relevance to business through $ saved / to be saved against each milestone Check program alignment health with larger organisation structure, style ,systems Monitor critical issues in realizing $ milestone , proactive escalation to senior executives Monitor macro economic changes closely , refresh program priority chart
  • Author: Sharad Pandey, Abhisek Goswami Appropriate time for forming such strategic program management team should be calculated properly. In uncertain macro-economic situation and sailing through in that turbulence, SPMO should have sufficient valor to control the wheel. When critical cross-business, cross- functional interdependencies and complex stakeholder issues require explicit coordination. When the nature and number of initiatives reached to a certain organizational complexity that cannot be either efficiently or effectively managed with normal, day-to-day processes. Focus of SPMO should be on constant vigil on multiple programs so that problem could be solved with low risk effort; it’s an approach to convert uncertain situation into business as usual situation. Scarce resource management capability is one of the important trait of SPMO members. With uncertain time, scarce resources , SPMO converge their focus to high value and less effort, indeed business critical projects. While its high level business orientation, one team mentality, result oriented leadership, SPMO should not focus on mundane business-unit activities such as approving projects, assigning targets and incentives, creating project road maps, and implementing the solutions to problems and roadblocks. Figure 1:SPMO project scope mgmt.
  • Author: Sharad Pandey, Abhisek Goswami ffective program prioritization would be one of the important aspect of SPMO. Analytical Hierarchical programming (AHP) could be used as an effective tool for defining prioritization score and reprioritize the projects. TCS has developed due diligence cube (DD Cube© ) framework for prioritization of IT application rationalization and application consolidation. We found similarity of situation during post M&A integration also .A prioritization framework for non IT projects during post merger process is developed while running consulting assignment. Risk α f (alignment to vision, inertness to environmental change, organizational friendliness, structure, and biz. Process alignment); Business value α f (revenue, shared service savings, technological capability development); Although this prioritization framework measures risk and value; DD cube measure 3 factors – size * complexity, Criticality, stability which are highly relevant to IT applications. Various weightages could be decided for various sub-factors using normalization of AHP matrix technique. This would be very handy process while dealing with several projects. There are other financial analysis like Net present Value (NPV), Internal rate of return (IRR) to priorities project funding; Those could not be used since success of such integration projects largely depends on organization leadership style, culture, reporting structure, political environment and business process. Another very interesting aspect of strategic program management is it provides a “closed loop” of information. Closed-loop reporting across the entire enterprise is critical to avoid the potentially fatal mistake of the “squeezed E
  • Author: Sharad Pandey, Abhisek Goswami balloon” effect—when pressure exerted in one area of the organization results in insufficient attention paid to issues and implications in another area. Accuracy of such close loop reporting depends on robustness of program wide data capturing, measurement and management process. Acceptance of value delivery by cross functional experts could only be built with developing single data version, definition for whole integration program management. Bringing effectiveness in New Product program in a recently formed Joint Venture Context: A Marine and aerospace engine manufacturer recently formed Joint venture (JV) after acquiring a larger engine manufacturing company. It also placed a smaller unit onto this JV. There were quite few new product development program was running in that small company along with other critical projects like product development system improvement, new enterprise resource planning process revamp etc. Company had no clue on prior about this joint venture and meanwhile it had committed on new software suits, hardware etc. Once JV announced, Integration team put hold on all ongoing programs, it also slowed down decision making process. Market was not pulling its existing products, whole marine and energy market was facing huge demand slowdown due to looming Eurozone crisis and overall global demand slowness. New product development program already started running late than schedule, facing cost overrun. Meanwhile, integrated company charted out its ambitious growth plan with next 5 years. To achieve this growth plan in such short time all departments have to work in sync and as a close net team though overall culture and interdepartmental relationship shows huge understanding, acceptance and conscientious gap. New product program management team was facing huge challenges to track and priorities various interlinked projects. Their closest competitor with much larger market share has just launched similar upgraded products. Original vision of becoming a prominent engine manufacturer is about to elude ! Whole new product program has be hurried up to stay relevant to market. They have to cover a lot, reprioritizing, redefining not only new product lunch programs but also other support programs for making this a reality! Solution: Authors were working as a consultant; a new approach has been proposed, which is following. Step 1) Defining strategic business priority:
  • Author: Sharad Pandey, Abhisek Goswami Step 2) Identify various initiatives for achieving such business priority as an integrated company after JV. Identify interdependencies and inner criticality for each project. This helps to create a business critical priority list. Step 3) formation of a strategic program management team supported by highest executive body of organization. It reviews progress of various projects and hard points once in every fortnight.
  • Author: Sharad Pandey, Abhisek Goswami Result: with modified structure in place and few steering committee meetings have conducted. Few time critical decision have been expedited; whole program is still running presently. Yet to quantify full scale benefits, but program managers are delighted to see faster and prudent decisions. It seems new way of program management is here to stay till it overcomes turbulent phase! Client specific information have been deleted due to sensitivity of project Concluding summary: Strategic program management approach is definitely much needed interventions for pushing a stalled roller due to organizational red tape and it acts as a guide to reveal unseen much before. The SPMO leader must be an effective navigator of the organization, have explicit authority and credibility, and report to the CEO or a member of the executive committee. Project management skills are less important than a deep understanding of the strategic value and goals of the change effort and the related business issues, strong communication and persuasion skills, a respect for people, and a tenacious ability to solve problems. He sees the big picture without losing sight of the details. In addition to ensuring that the right leader is chosen, top management must actively back and lend credibility to both the role and the person. The position of SPMO leader should be a pivotal and strategic role! Reference: 1. Service acquisition manager, DD cube whitepaper in TCS.COM 2. Thomson Reuters DataStream and published documents in various websites 3. Experience from consulting assignment
  • Author: Sharad Pandey, Abhisek Goswami About the author: Abhisek Goswami, Manufacturing Operation and strategy consultant in Tata Consultancy Services. He has more than 7 years experience in discrete manufacturing, product development and program management process improvement. His current focus areas are new product development and risk management .He is alumnus of IIM, Calcutta (PGDM) and NIT, Warangal (B.Tech); Sharad Pandey, New product development and strategy consultant in Tata Consultancy Services. He has more than 10 years experience in PLM / PDM systems, program management, business transformation consulting. He is alumnus of S.P. Jain Inst. of Mgmt. (MBA) and Pune University (B.E);