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Post-acquisition integration
Practical questionsin case of cross-border
acquisition
Virgilijus Dadonas
M&A
2
Framework of the topic
M&A strategy development | M&A process | M&A as
corporate and business strategy | Integration phase in
M&A | Acquisition process | M&A synergies | M&A
challenges | ST: M&A value leak | Smart elements
M&A
Due Diligence
Integration
DD process | Optimization planning during DD | DD
check-lists | Smart elements
Portfolio, program, project | PMO | Integration success
drivers | PMI organization & Integration Mngt Office |
Integration Director vs Integration Manager | Integration
planning & execution | People Integration & Emotional Mngt
| Communication | Cultural dimension | Hot spots of
integration | Integration challenges | ST: Stakeholders
communication; Decision Mngt; PMI case; PMI Mngt roles;
Being agile | Smart elements
3
Mergers
Acquisitions
Vertical
Concentric
horizontal
Conglomerate
Valuedrivers
Cross-Border
domestic
intellectualproperty
accesstocustomers
naturalresources
industrialassets
humancapital
Scale
Scope
Programmatic
Organic
large
tactical
Selective
Marketcap
Valuechain
Economicarea
Topdrivers
Customers
Distribution
Buildvs Buy
Keepvs Sell
Growvs Shrink
Integratevs Manageseparately
Synergy Speed
Survival
leverage
Criticalmass
diversification
riskspreading
eliminaterivals
acquisitionofcash
marketdominance
excessdebtcapacity
Strategicrealignment
Salesmaximization
Undervaluedassets
Competitivesize
protectmarket
gainfootholds
deferredfax
power
absorption
equalmerger
equityinjection
M&Anarrowconcept
Completetakeover
majority
minority
Businesscooperation
managementoutsourcing
jointventure
Cooperation
franchising
minoritycross-ownership
holding
Assetcooperation
Reverse
triangular
merger
Roll-Up
Stockacquisition
managerialism
mismanagement
managerialhubris
4
M&A development
Manage the
Transaction
• Establish robust process for
due diligence
• Communicate effectively to
manage the regulatory
approval process
Achieve PMI
• Formulate and refine the PMI
plan
• Customize the governance
structure
• Cultivate globalized talents
• Close the cultural divide
Build up relevant capabilities and manage
changes
Develop clear
M&A strategy
• Align with corporate vision and industry trends
• Establish a mechanism for strategy review and revision
Clear M&A
strategy
is fundamental
Developing relevant
capabilities
is critical
Effective
implementation
is key
5
M&A process
Pre-M&A
Planning
Deal
Execution
Post-M&A
Integration
Formulate M&A
strategy
Select and screen
the targets
Negotiate and
agree on the deal
Built robust
integrated
organization
Integration =
Due Diligence + Post-merger integration =
Value capture
Transfor-
mation
First – integration,
then – transformation
6
Integration as part of corporate strategy
Corporate
Strategy
Business
Strategy
Corporate
Target
company
Corporate growth
strategy
M&A
strategy
Where to invest?
How to compete?
7
Integration phases
Phase 1
Integration
preparation
Phase 2
Integration
planning
Phase 3
Integration
execution
Phase 4
Transition
to business
Deal announcement / signing
• Signing of the SPA
• Official announcement of deal
(conditional on regulatory approval)
Day 1 / closing
Transfer of
ownership and “go
live”
Major milestone
achieved
Official end-date of
integration by realization
of major milestones
Regulatory
approval
Approval of deal by
regulatory authority
8
Acquisition process
from buyer side
Discussions:
• Right contacts
• Matched intents
Initial acquisition assessment
Targets:
• Identification
• Screening / evaluation
• Selection
Targeting
Preliminary
discussion
Exclusive
commitments &
discussions
Non-disclose
(confidentiality) agreement
(NDA)
Preliminary valuation model
VM1
Business case for internal
acquisition approval AA1
Letter of Intent (LoI)
Preliminary acquisition
proposal AP1
Transaction process
clarification
9
Acquisition process
from buyer side
Acquisition proposal AP2 for
negotiation incl. SPA
Negotiation:
• Price
• SPA
• Trading concessions
Draft agreement
Final internal acquisition
approval AA3
Final acquisition approval
AP3 = SPA
Information request lists
DD:
• Legal (& Regulatory)
• Financial & Tax
• Commercial / Business
• Operational
• HR & Payroll
• (Cultural, Environment,
Technological, etc.)
DD Report
Revised valuation model
VM2
Pre-negotiation internal
acquisition approval AA2
Due Diligence Deal negotiation
Transaction
closing
SPA signing
Regulatory approval (if
needed)
Closing
Integration
(cont.)
10
M&A synergies
Cost
Improved
market access
Financial
Economies of
capital market
Market power
Economies in
innovative
activities
Scale
economies
Removal of
redundancies
Diversification
Managerial
efficiency
Consolidation
of functions
Supply
chain
Procurement
Market
knowledge
Tax
benefits
Negative
synergy
Growth Synergy objectives Return
11
processre-engineering
Changemanagement
projectmanagement
operations
mentorship
Coaching
dealstrategydevelopment
targetselection&engagement
duediligence
integrationplanning
integrationexecution
post-integrationmonitoring
M&Astages
M&Aperformance
Competence
Synergy
Dealstructure
Accesstocustomers
Regulatory
Credibilityoffinancialaccounts
antitrust/regulatoryapproval
politicalhurdles/interference
Onerousregulatoryremedies
Specialviewtoforeigncompany
Uncertaintimetables
corruption
Mistakes
quality&credibilityofrevenuesteams
transparency&visibility
Dataprotection
targetcontact&review
purchaseagreement
pre-closing
negotiation
duediligence
letterofintent
Confidentialityagreement
memorandumofinterests
Closing
Combinational
transformational
Speedandtimespendon
integrationcapabilities
Communication
leadership
discipline
dealrationale,expectationsandassumptions
improperM&Astrategydevelopment
insufficientconfidentiality
Unfairtargetassessment
failureonintegration
lackofperspective
poorduediligence
M&A
Challenges
12
Value leak
is the major post-deal issue…
Time
Revenue
M&A
integration
Running revenue
Pre M&A planned revenue
Post-M&A achieved revenue
• Acquisition of revenue
• Synergy
Revenue gain
pre-M&A post-M&A
Exit
Closed
integration?
13
Value leak
… that can be addressed by focusing on
Through early planning
and communication
Preparation
People
Speed
Focus
Post-deal
key
success
factors
Maintain momentum
from deal completion
First execution especially
during first 100 days
Concentrate resources
and time on value drivers
and opportunities
Earnings growth + Operational efficiency + Risks mitigation
while ensuring
day-to-day
14
Smart elements of M&A
Many acquisitions look great on paper… ● All M&A require robust, disciplined project management ●
Every deal is UNIQUE ● Signing of a deal is not the end - it is really the beginning of the real work to
REAKIZE VALUE from the acquisition ● Other people’s best practices work best in other people’s
companies ● Companies seek to access customers in different ways ● Some mergers are doomed
from the beginning ● Success or failure cannot just be delegated ● To control the integrity of the deal
price and avoid irrational movements within the company and the market, M&A deals must be highly
CONFIDENTIAL ● Synergy targets need to be rooted in SOLID business plans ● MEASUREMENT drives
achievement ● High-performing M&A projects take less than 6 months to move from a non-disclosure
agreement to a binding offer ● Inflated expectations and assumptions result in lack of discipline and
perspective ● Management cannot enter the deal process without being prepared to walk away from a
target ● The STRATEGY is more important than the target ● Post-acquisition performance
measurement helps management CONTINUOUSLY educate itself ● Value is not created until successful
integration of target entity ● Measurement is an ONGOING process designed to provide members of
the various M&A stages teams with real-time feedback ● M&A team needs to better understand and
define the END-STATE vision ● One-size does not fit all types of deals ● Do a better job of identifying
the acquired company’s capabilities and where the true synergies can come from ● Set more REALISTIC
timeframes to achieve objectives ● Don’t fall asleep having high-level M&A model which lacks specific
steps or instructions needed to actually GUIDE actions ● Size slows speed and dilutes accountability ●
Success of deal is only achieved when EVERYTHING works together as it should, not simply when budget
projections are met ● There is no value in prolonging a deal negotiation ● SPEED allows you to
exploit post–deal opportunities on your own terms
15
Operational
financial
legal
DDteam
existingM&Aexpertise
geographicallocation
accesstoresources
natureofdeal
targetsize
Tools&deliverables
Onsitevisit
interview
Cleanteam
dataroom
Checklist
enclosures
redflags
DDmyths
Cultural
leadership
regulatory
talentretention
businessintelligence
compensation&benefits Sizedoesnotmatter
Onepracticefitsall
noculturaldifferences
allspeakthesamelingo
wewillgetalldataweneed
someopennesswillnothurt
Traditional
Assessment
reports&reviews
keyassets&risks
hard&softissues
documentsrequestlist
management&operations
documents&transactions
financialstatements
legalcompliance
Minimalreviews
externalauditors
consultants
Pre-integrationplanning
executivesselection
Successionplan
day1Plan
100-dayPlan
post-integrationreview
Projectmanagement
tools&templates
skills&experience
resourcemanagement
masterplanandupdates
Due
Diligencehr
it
Cultural
16
Due Diligence process
Due Diligence
Understand the
transaction
• DD organization and
management
• Communication
• Information request lists
• Questionnaires (check-lists)
adjustment
1 stage:
• Complete questionnaires
• Conduct on-site surveys
• Conduct interviews
2 stage:
• Review responses
• Additional information
clarification
(Virtual) Data Room?
• Analyze findings (reports)
for every DD accomplished
• Risks assessment
• Identification and validation
of value drivers
• Synergies evaluation
• Gap analysis & cost of
integration calculation
• Summarize DD findings and
develop DD report
• Issues: risks, opportunities,
critical needs, important
issues, cost implications
• Initiatives: risk mitigation,
opportunities leverage,
business need, dependency
between functions
• Present results to seller and
discuss ‘hot’ issues
Adjust valuation
model
17
Transformation pre-planning
Increase
Eliminate
Create
Reduce
What are
attributes,
activities,
services
to increase
What are
attributes,
activities,
services
to reduce
What are
attributes,
activities,
services
to create
What are
attributes,
activities,
services
to eliminate
+ +
- -
See prospectively: chose between business processes optimization (improvement)
and re-engineering
18
Due Diligence check-lists
Business /
Commercial
Legal
HR
Regulatory
Technology
Cultural
Financial
Operational
Environment
Corruption
Intellectual
property
Data
protection
Tax
Payroll
Antitrust
& politics
IT
Information
security
Accounting
Market
Sell Side DD review Buy Side
LimitedDDreviewaccesslevelFull
Customers
19
Smart elements of Due Diligence
DISCIPLINE, DISCIPLINE, DISCIPLINE ● DD has only LIMITED ability to set accurate expectations
of the total synergies available in a deal ● DATA PRIVACY is crucial ● Ensure that the deal timetable
allows sufficient TIME for thorough DD to be conducted ● Allow extra time to understand the pre-
and post-regulatory requirements, create relationships with local stakeholders incl. state/political
institutions ● Corruption DD clean up a way to fix shortcomings identified ● If M&A team does not
do its homework, it may find that company come under scrutiny from regulators complaining ●
Understand the business OBJECTIVES behind the acquisition ● PRIORITIZE DD efforts and determine
what information is important to review, and what can be skipped ● SPEED is a critical driver of
success ● For effective DD team relevant and timely industry EXPERIENCE is crucial ● Checklists are
helpful for guidance, but should not be used to just ‘check the box’ ● No DD investigation would be
complete without a personal ONSITE manager visit ● Just because everyone on the team is skilled at
DD does not mean that they necessarily will understand each other's findings ● The key to DD lies in
ASKING the right follow-up questions at the right time ● ‘One size fits all’ approach may not always
work in DD ● Due diligence often sounds easier than it is ● You will never get all data you need -
learn to live with INCOMPLETE data and use your own judgment to fill in the gaps ● All transactions
usually move to the acquirer’s system footprint ● Finding the RIGHT PMO and putting functional
teams in place is an essential first step ● Consolidation is time-consuming ● Manage the pre-
planning regime like the execution phase (90/60/30 days) prior to Day 1 ● There are no improper
questions ● What may be seen attractive from the outside may look entirely different when you take
full control
20
Integrationorganization
Integrationplan
CommonPMIphases
PMIcapabilities
Riskfactors
Integrationcomponents
resources&conflictingpriorities
integrationstrategyframework
integrationsupporttools
Changemanagement
IMOmission
thefiveS’s
hrprocesses
targets&tracking
Customerengagement
Steeringboard
PMIdirector
integrationmanager
integrationteams
decisionschain
decision/integration managementoffice
measuringintegration
Integrationprocess
IntegrationtoolsPMImodels
Standalone
tandem
programmanagement&integrationplanning
Changemanagement&communication
planning&prioritizing
issuesidentification&fixation
synergyidentification&implementation
Coordination
Communication
businessintelligence
roles&reportinglines
humanresources&regulatory
accounting&finance
Communication
Operations
headoffice
endstatus
audit
legal
Speed
people
culture
end-to-endprocess
lessonslearned
Communication
discipline
Setdirection
Capturevalue
buildorganization
Integrationtype
majoracquisition
mergerofequals
tuck-in
Integrationpolicies
holding
Symbiosis
absorption
preservation
processre-engineering
Changemanagement
projectmanagement
mentorship
Coaching
Competence
Integration
(PMI)
21
PMI capabilities
1
2
34
5
6
Customer
engagement
Program
management
& integration
planning
The five S’s
Targets and
tracking
Change
management
communication
HR
processes
• Strategic logic of the deal
• Spirit of integration
• Speed of integration
• Systems to be chosen
• Scope of integration
1
• Team structure and launch
• Cross-team coordination
• Issue management
• Integration design process
• Preparation for Day One
2
• Employee morale
• Stakeholders
• Cultural integration planning
3
• Integration objectives
• Synergy targets setting
• Implementation milestones and
benefits tracking
4
• Retention planning
• Selection process
5
• Customer risk management
• Customer experience management
• Customer input
6
PMI
capabilities
Based on: BCG
22
Portfolios, Programs, Projects
Project
doing the project
right
Program
doing the right
projects
Portfolio Management
• Enterprise-wide perspective
• Strategic goal alignment
• Investment mix
• Market and shareholders driven
• Adjust to market conditions/
opportunities/ changing priorities
Program Management
• Business-area perspective
• Benefit stream realization
• Alignment of related projects
• Roadmap of value
Project Management
• Well defined boundaries
• Capability delivery
• Budget, scope, schedule
• Team delivery
• Requirements management
• Architecture design
• Development
• Test
TACTICSTRATEGY
STRATEGIC GOALS
Are we working on the right project?
Are we investing in the right direction
Do we have the right resources to be competitive?
TACTICAL GOALS
Are we carrying out projects well?
Are projects on time and on budget?
Do project stakeholders know what they should be going?
Portfolio
selecting right
things to do
23
Basic types of PMO
Portfolio/Program/Project Management Office
Program
PMO
Project
PMO
Corporate
PMO
Business
PMO
Temporary Permanent
Higher
Lower
Hierarchic
position
Expected life
span
• Portfolio management office -
provides support at a strategic level
within the governance and strategic
project selection and management
domain
• Program management office - tends to
provide strategic and centralized support
to the program, including the
management of shared resources,
methodologies, tools and techniques
• Project management office - provides
centralized and coordinated management
or support of those projects for which it is
responsible
24
Business Development functional
management
Hierarchicposition
Strategy
Tactic
ProjectProgramPortfolio
(e.g.)
Company: vision & mission
Strategic goals
BDportfolio
Program
A
Project
A1
Program B
(M&A)
Project
B1
Project
A2
Subproject
A2-1
Subproject
A2-2
Project
B2
Project
C1
………
Business-as-usual
25
Project Management Office (PMO)
PMO
Supportive PMO provides a
consultative role to projects by
providing templates, best practices,
training, access to information and
lessons learned from other projects.
Degree of control - low
Directive PMO goes beyond
control and “takes-over” the
projects by providing the project
management expertise and
resources to manage the project.
Degree of control - high
Controlling PMO provides
support and require
compliance through various
policies. Compliance may
include adopting project
management frameworks or
methodologies, using specific
templates, forms and tools, or
conformance to governance.
Degree of control - moderate
Support
Direct
Control
PMO is a management structure that
standardizes the project-related
governance processes and facilitates the
sharing of resources, methodologies,
tools, and techniques.
M&A Integration
26
Integration organization
Integration Team
• Functional/project
experts
• Teach & Support
• Drive & Control
Integration Steering
Board
• CEO, CBD, RD, PMI,…
Functional Managers
• Local management
• Learn
• Implement
Integration
Director
Integration
Manager
Integration
Management Office
Decisions management
PMI Project
Finance
PMI Project
Operations
PMI Project
IT
PMI Project
HR
PMI Project
HO
PMI Project
Communication
PMI Project
Commerce
Special-issue
teams
• Temporary units
27
Integration Management Office
Integration Director vs Integration Manager
INTEGRATION DIRECTOR
• Strategic level
• Mentor/Coach
• Advice/Help
• Facilitate
• Review
• Project management
sponsorship
• Knowledge management
INTEGRATION MANAGER
• Tactical level
• Execute/Manage
• Plan/Organize
• Initiate
• Control
• Technical project mngt
• Identify
• Stakeholders identification and
communication
Leadership
Integration Manager is linked to
PMI phase of definite integration
project
Integration Director is linked
to pre-, PMI, and post-
integration strategy of the
company
28
Integration Management Office
Integration Director vs Integration Manager
Transformational Leader/
Deal Owner
Project Manager
Outside traditional
specialist expertise
Integration
Director
Lead the
effort
Strategic
leadership
Operational
responsibility
Managerial
leadership
Technical
project management
Integration
Manager
(cont.)
29
Integration Director
• Able to guide the integration process by means of leadership able to overcome:
• the risk of cultural clash
• the risk of possible clashes between different management styles
• the risk of personnel turnover
• The quality of such complex individual involves both of the two crucial sides:
the technical and human
• [as] Mentor:
• is considered has used his skills successfully on multiple projects and can
supervise/mentor/coach others on his skills
• possesses effective presentation and strong written and verbal communication skills
• [as] Transformational leader:
• personality, leader’s behavior, technical competence, tactics he can use in order to exert his
influence;
• creativity, boldness, craving to succeed and strong determination;
• strong charisma, through which he is able to create an ideal vision in his followers and to
install a sense of trust and loyalty towards him;
• emotional appeal (or empathy), by way of which he is able to communicate his vision
motivating followers;
• sense of creativity at intellectual level, through which he is able to make people focus on new
ideas and problem solutions;
• high consideration for individuals, i.e. is always disposed to listen to his people’s problems and
ideas in order to motivate them and to receive continuous feedback on his choices.
30
Roles of Integration Director
during PMI
• Communication facilitator
• figure out a shared vision to the two previously separated companies and
their teams, strategic intents/objectives and directions;
• promote cooperative atmosphere between the integration teams;
• promote the spread of creativity, new ideas and knowledge.
• Transformational leadership
• he is seen as an individual with a clear integration plan in mind, trustable,
competent and seriously interested fortune of the acquired company;
• enhance exchange mutual competencies;
• inspire individuals, achieving their commitment and conquering their trust;
• prevent loss of motivation and immediate consequential people’s turnover.
NOTE: Stereotypical M&A case:
Traditional approach when M&A team is responsible for deal making while Operations team - for
integration leads directly to loss of continuity of M&A+PMI process and deterioration of accountability
for acquisition targets → Integration Director should be the unifying factor representing top
management
31
Roles of Integration Director
during PMI
• Organizational buffer
• alleviate the pressure on the integration teams from the top management
arising from
• the necessity of the acquisition promoters to validate their business (acquisition)
case in front of the investing stakeholders,
• the need to have the top management approval and legitimization,
• request of "immediate' results (short-termism) that from operational and/or
strategic and/or financial point of view seems to be unattainable;
• inconvenient requirements coming from the integration teams that could
compromise the whole integration process success;
• mitigation of cultural clash between the two teams.
• Network facilitator
• widespread the results of integration and promote new knowledge/ideas
obtained and creativity through the entire organization;
• act as moderator of interaction among various individuals, who operate in
different parts of the organization and, therefore, do not know each other
(even though they would need to).
(cont.)
32
Integration Manager
Competencies & skills
An effective integration project management requires that the project
manager possess the following competencies:
• Knowledge - what the integration manager knows about project management;
• Performance - what the integration manager is able to do or accomplish while
applying his project management knowledge;
• Personal - how the integration manager behaves when performing the project
or related activity. Personal effectiveness encompasses attitudes, core personality
characteristics, and leadership, which provides the ability to guide the project
team while achieving project objectives and balancing the project constraints.
Some highly desirable interpersonal skills of an integration manager are:
Leadership | Team building | Motivation | Communication | Influencing |
Decision making | Political and cultural awareness | Negotiation | Trust
building | Conflict management | Mentoring
33
Integration Manager
Roles & Responsibilities
Integration project manager is the person assigned by the organization to
lead the team that is responsible for achieving the project objectives.
They are the people responsible for managing the project processes and
applying the tools and techniques used to carry out the project activities.
Good integration project manager should have a variety of skills. In
general, his roles and responsibilities are to satisfy the needs:
• task needs
• team needs
• individual needs
A project manager's typical responsibilities include:
• Planning and organizing the work
• Managing the day-to-day activities of a project
• Delivering the project deliverables
34
5 drivers of integration success
Communication
Integration
strategy
Integration
teamSpeed
Aligned
measures
1
Acquisition
integration
success
drivers
Create impression that acquired company
was “always there”. Acquired company
adopts practices of acquiring company.
1
Small, distinct team with enough resources
and contributions from senior management.
Leadership remains from acquired company.
Customers of acquired company must
understand new opportunities in business.
Employees of acquired company must
understand new roles.
Focus on how acquired company fits into
acquiring company’s business.
Fast decisions are key for both strategic
goals and promoting stability and reducing
uncertainty in organization.
Focus on how acquired company builds
growth and optimizes operations.
Acquired company adopts measurement
systems of acquiring company.
2
3
4
2
3
4
5
5
35
5 factors of integration success
Ongoing communication with stakeholders
in order to maintain stability and provide a
platform for solid performance post-closing.
2
Key employees often have experience and
knowledge that are vital to maintaining
consistent operations. Losing these
individuals can be devastating to the long-
term success of the deal.
Creating environment and behavior that
inspire a shared sense of purpose,
coherence, community and trust, enable
employees to focus and to remain highly
engaged during post-closing integration.
See previous slide.
Developing integration structure and
policies that enhance and leverage the best
practices.
Determining the reports and indicators
management will need to monitor the
acquired company’s operations during the
transition
3
4
1
5
Key employees
retention
Developed
integration
drivers
Business
relations
retention
Cultural
alignment
Reporting
system
1
Acquisition
integration
success
factors
2
3
4
5
36
Integration planning & execution
Integration
Steering Board
Set direction and
monitor
Integration
Project Office
Coordinate and
control
Integration
Team
Plan and implement
Decides on strategy,
infrastructure and
resource allocation
Ensure alignment of
initial plans with
overall direction
Monitors
implementation and
ensures rapid
actions
Assesses environment
& opportunities
and builds initial
integration plan
Reviews &
consolidates plans
and ensures
implementation
Builds detailed
integration plans
and implements
37
Integration phase
Feasibility / Investigation
Due Diligence
Analysis
Transformation direction
Integration Plan
Integration process
Milestones Review
Integration Review
Integration Plan
Design
Integration Plan
Milestones Review
Integration process
Implementation
Integration process
Monitoring
Milestones Review
Execute
Control
(Refine) Plan
Lessons learned & feedback
Transformation
Optimization
Integration
capacity upgrade
for next M&A
project
Audit
38
People integration
Culture
People cost
Structure
Engagement
Talent Regulatory
People related risks
identification
Culture
risk
People cost
risk
Structure
risk
Engagement
risk
Talent
risk
Regulatory
risk
Risk Heat Map
Proactive addressing
the key people and
organization related
risks
Effective change
management:
• Organization level
• Teal level
• Individual level
Leadership:
• Visible
• Recognizable
• Constructive
DueDiligenceIntegration
People integration planning to be done
based on the Risk Heat Map
39
Emotional phases during PMI
Stress management
Self-esteem
Time
Shock
Denial
Anger
Depression
Acceptance
Experimentation
Discovery
Integration
E. Kubler-Ross’s (1970)
G. Weinberg (1997)
Old
status
quo
Integration
in practice
New
status
quo
Performance
Transforming
idea discovered
Acquisition
Stress
Support
Change
Role
Relation-
ships
Control
Demands
1. Forming
Ending Neutral zone New beginning
40
Leading integration
Communication strategy
Create trust
Engage and motivate employees
through clear, consistent and
regular communication, while
maintaining a focus on business as
usual
Day One
Create influence
Communicate with credibility and
influence to all stakeholders, while
realigning operations to achieve the
acquisition targets
Create vision
Communicate mission and long-
term direction, while embracing
short-term integration challenges
Integration
mission
completed?
100
days
Remember The Pyramid of Employee Needs?
Inspire… Engage… Satisfy
Pre-announcement
Agile Project
Management
Estimating by real value =
estimate size not duration
41
Media effectiveness tool
poster
notice
cascade
briefing
hotline
chart room/shared database
website/e-learning
audio video
broadcast
e-mail
v-mail
newsletter
booklet
attitude
survey
personal
letter
forum
road show
away day
Q&A/feedback
web-based conf-call
interactive staff attitude survey
conference
staff meeting
training/workshop
interview with
stakeholders
e-newsletter
workshop
staff meeting
conferencefocus groups
website/eRoom
regular e-mails/newsletters
strategic &
operational
meetings
planning
workshops
team events
review/
feedback
sessions
electronic/web
face-to-face
Methods / Materials
Communicationobjectives
INFORMEDUCATEINVOLVEMOTIVATESUPPORT
TRANSFORMACTACCEPTUNDERSTANDAWARE
Engagement of employees
print/
artefacts
De Haldevang (2009)
42
Cultural dimension consideration
Risk tolerance
Individualism
Uncertainty
avoidance
Organizational
culture
Collectivism
Motivation &
rewards
Management
style & decision
path
Relationship
Power
distance
Self-
image Punctuality
Masculinity
Distance
Time
orientation
Communication
Feminity
Cultural
context
National Professional Occupational Organizational
43
Cultural aspects in cross-border
acquisition
Leadership
culture
Organizational
culture
National
culture
Cross-border
M&A
Country environment
Political (in-, ext-), economical (in-,
ext-), social, education, regulations,
infrastructure, history, geography,
climate, culture, behavior
Teamwork at top level
Governance & management style,
education, collaboration, personal &
professional alignment, networking
Integrating company norms
For decision making, top-down
management, structure, internal P&P,
communication, change, risk
acceptance, problem solving,
creativity, pay system & incentives
44
Culturo-operational integration
Social
integration
Emotional
integration
Intellectual
integration
Operational
integration
Shared
• Knowledge
• Expertise
Standardized
• Management
• P&P
• Infrastructure
Collective
• Commitment
• Performance
Common
• Identity
• Purpose
45
Process vs Project mentality
Project
TECHNICAL aspect
Time
Resources Goal
Fixed short-run goal
Process
TECHNICAL and
SOCIAL aspects
Short-run goal with
long-term context
Time
Resources
LEARN
Integration
46
Hot spots of integration
What could go wrong?
People
PreparationExecution
• Cultural conflict
• Conflict between management teams
• Loss of key people
• Lack of executive commitments
• Lack of attention to people issues during
implementation
• Late integration pre-planning
• Overpayment for acquisition
• Overestimated synergies
• Weak DD
• Lack of clear priorities
• Low/no integration budget
• No IMO (or integration team), no clearly
defined roles and responsibilities
• Missed targets, no focus on original
planning
• Poor control and reporting
• Poor communication
• No end-state planning
47
Culturalconflicts
Coachingvs mentoring
Stressmanagement
Post-acquisitionchallenges Leadership
Failedintegrationlessons
Changemanagement
purpose
Successfactors
internalvsexternal
Organizationallevel
individual/temlevel
programlevel
agilecoaching
Cross-culturalcommunication
Changefactors&drivers
Organizationalculture
degreeofchange
Culturebasics
Organizationalvs nationalcultures
Communicationdifficulties
managementstyles
languagebarriers
Conflictingvalues
‘them-Us’syndrome
Culturalshock
Stressaudit
mergerpreview
‘pressurecooker’
emotionalsyndrome
individualcounselling
retainingkeyemployees
overcomeculturaldifferences
integrationsystems&processes
Optimize&integratesupplychain
balanceintegrationactivitieswithrunningbusiness
realizesynergy
retainingcustomers
people
preparation
execution
Communication
managementcontradictions
Changethroughpersuasion
processvs projectmentality
dysfunctionalroutines
Changeprocesssteps
Changedimensions
Mentality
doing
deciding
project
process
discerning
discovering
Integration
Challenges
Culturalintegration
48
Stakeholders communication circle
Determine
communication
needs
Identify
stakeholders
Communication circle
(process, not event!) with
stakeholders - how to create,
monitor and influence
stakeholders reaction to
every your company action
# and availability
of stakeholders
Businesscomplexity
Complex
Complicated
Simple
49
The decision drumbeat
4 2
1
3
DISCIPLINE
do it right
in right language
Based on: Bain & Company
FOCUS
Prioritize – identify value,
results you expect, and by
when
1
Execute
Coordinate critical
decisions – focus on
results vs decisions in
right order
3
Resources
Assign decision rights and
roles – allocate resources
incl. the right people and
communicate that to all
involved
2
Measure
Measurable KPIs – focus
on results vs decisions, not
on process for process’s
sake
4
Integration Management Office =
Decision Management Office
50
The decision drumbeat
Based on: Bain & Company
Decide
Input
Recommend
Agree
Perform
Provide input to recommendation –
information/facts first, then judgement
Formally approve recommendation
– implies veto power
Gather relevant facts and apply judgement
to recommend a decision or action
Make the final decision
– “commit the
organization to action”
Be accountable for making a
decision happen once made
Recommend
Agreed
51
From PMI to transformation
Business case: Healthcare company
Control
Organization
Costs
Growth
Efficiency
Labor
Operations
Effectiveness
Development
Staff
Clinics
Service
Organization = our people
Finance = our business
Market = our clients
Priorities
Focus
Education & competence
Clinics layout, medical
equipment, RS, etc.
From All included portfolio
→ to Integrated care
Effectiveness of clinical
operations = medical
quality
Stage I – short-term
Stage II – mid-term
Stage III – long-term
52
Different roles of integration project
management
X is …
Training
You could do X
Consulting
Try Y because…
Mentoring
I’ve done X
X, Y, Z, …
Coaching
What else?
53
Definition & meaning of roles
Coaching
Teaching
Counselling
Consulting
Mentoring
Therapy
Training
Passes on advice and knowledge of a
person who has been there before; expert
instructs and teaches the trainee
Develops thinking and capabilities: the
what & how of an action
Assists and gives advice in resolving
problems; looks at past to present where &
what
Provides answers and solutions, expertise
in a given field on the best way to solve a
problem
Passes on advice of a person who has been
there before; unequal relationship: more
experienced person vs less experienced
person
Helps a person to improve his
performance; observing; giving feedback;
inspires new thinking. Action: looks at
present to future: what & how will you go
about it? Doesn’t provide answers nor
solutions
1
Treats or relieves a disorder; action not
emphasized; focus on fix what is broken
1
2
2
3
3
4
4
5
5
7
7
6
6
Roles
54
Agile coaching competency framework
Based on: Agile Coaching Institute (2015)
Technical
Technical expertise typically
delivered through Mentoring and
Teaching
Process-focused
competencies
Content-focused
competencies
Agile-lean
practitioner
Mastery
Business
Business value drivers expertise
often paired with Teaching,
Mentoring or Facilitating
Transformational
Organizational development
expertize frequently paired with
Coaching and Facilitating
Coaching
Guiding the creative
‘out-of-box’ process
Facilitation
Guiding to solutions
and decision making
Teaching
Instructing in specific
knowledge, skills and
perspectives
Mentoring
Sharing knowledge,
experience and
visions
Knowledge & Application
Broad, relevant, practice-based
‘servant leadership’
55
3 levels of agile coaching expertise
Develops leaders, focuses on culture,
catalyzes change
Facilitates practices and collaboration
on one team or a handful of teams
Individual
Team
Project
Organization
Operates at the multi-team level; develops
teams, mentors others, advices managers
Enterprise Coach
Agile Coach
Agile Team Facilitator
56
Agile coach trinity
Team
coach
Individual
coach
Management
coach
Agile
Coach
COACH
Focus on teams to improve value flow
to customer
Build
relationships
Individual
Listen, engage, and ask questions
to draw out and overcome
individual’s internal challenges
Management
Guide management in the
allocation of resources to create
environment for teams to grow
based on the needs identified in
teams retrospectives
Team
Guide retrospective conversation
to facilitate the development of
self-organizing and self-
improving team
57
Smart elements of Integration
DISCIPLINE, DISCIPLINE, DISCIPLINE ● Develop a strategy and viewpoint on ‘HOW MUCH integrate’,
‘HOW MUCH centralize/decentralize, ‘HOW MUCH do yourself or outsource’, and ‘service scope’ ● KNOW
what you’re doing and why you're doing ● Recognize the difference between the ‘quick fix’ and ‘long-
term’ solutions ● COMMUNICATE everything; if you think you are communicating ‘too much’, you are
probably not communicating enough ● Vision, Values and Culture ARE real and material systems, and
cannot be ignored ● Take on the hardest decisions EARLY ● Manage key STAKEHOLDERS ● If someone
is an ‘enemy’ of change, you should probably kill him – the SOONER, the better ● The higher degree of
integration, the higher the economic PERFORMANE of the acquisition ● Get everyone speaking the SAME
lingo ● Structuring the integration team correctly and staffing it appropriately are both essential to a
successful integration ● Culture and practice of integration focused on avoiding failure can CONFLICT
with realization the full value of M&A ● Best practices are based on past conditions ● Identify and focus
on the CORRECT priorities ● Do not allow the integration effort to disrupt ongoing operations ● 100-day
plan should not be focused as much on figuring out ‘what to do’, but more on ‘HOW’ to realize the
acquisition objectives ● Lead roles should be staffed by people with in-depth industry and functional
experience ● Appointing the RIGHT team to manage the integration is one of the most important factors
in determining the success of the integration ● Deals with robust integration plans backed by explicit
principles and policies deliver greater shareholder value ● The management of the HUMAN SIDE of
change is the real key to maximizing the value of a deal ● If the assigned RESOURCES have other pressing
responsibilities, execution of the integration plan will suffer due to inadequate attention ● Start
integration process BEFORE closing ● Functional leaders without integration experience will bring delays,
mistakes and additional resource drain ● How do we use integration to improve our OWN culture? ●
PMO is a ‘glue’ of integration ● Improvisation has no place in the unforgiving business of change ● The
primary purpose of integration team is to IMPLEMENT strategy, not develop or validate it ● Integrate
with the END in MIND ● Disrupting a system by plunging it into complete chaos is rarely a recipe for
success ● COMMUNICATION is a stabilizer ● Acquisitions are of PEOPLE, so the cultural piece is critical
58
Every integration, even every day of integration is unique.
Evaluate this experience and learn from it.
If you do not evaluate – you do not learn,
if you do not learn – you do mistakes,
you repeat mistakes – you fail…
See presentation on:
http://www.slideshare.net/VirgilijusDad
onas/postmerger-cultural-integration-
66795251

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Post-acquisition integration (cross-border case)

  • 1. 1 Post-acquisition integration Practical questionsin case of cross-border acquisition Virgilijus Dadonas M&A
  • 2. 2 Framework of the topic M&A strategy development | M&A process | M&A as corporate and business strategy | Integration phase in M&A | Acquisition process | M&A synergies | M&A challenges | ST: M&A value leak | Smart elements M&A Due Diligence Integration DD process | Optimization planning during DD | DD check-lists | Smart elements Portfolio, program, project | PMO | Integration success drivers | PMI organization & Integration Mngt Office | Integration Director vs Integration Manager | Integration planning & execution | People Integration & Emotional Mngt | Communication | Cultural dimension | Hot spots of integration | Integration challenges | ST: Stakeholders communication; Decision Mngt; PMI case; PMI Mngt roles; Being agile | Smart elements
  • 3. 3 Mergers Acquisitions Vertical Concentric horizontal Conglomerate Valuedrivers Cross-Border domestic intellectualproperty accesstocustomers naturalresources industrialassets humancapital Scale Scope Programmatic Organic large tactical Selective Marketcap Valuechain Economicarea Topdrivers Customers Distribution Buildvs Buy Keepvs Sell Growvs Shrink Integratevs Manageseparately Synergy Speed Survival leverage Criticalmass diversification riskspreading eliminaterivals acquisitionofcash marketdominance excessdebtcapacity Strategicrealignment Salesmaximization Undervaluedassets Competitivesize protectmarket gainfootholds deferredfax power absorption equalmerger equityinjection M&Anarrowconcept Completetakeover majority minority Businesscooperation managementoutsourcing jointventure Cooperation franchising minoritycross-ownership holding Assetcooperation Reverse triangular merger Roll-Up Stockacquisition managerialism mismanagement managerialhubris
  • 4. 4 M&A development Manage the Transaction • Establish robust process for due diligence • Communicate effectively to manage the regulatory approval process Achieve PMI • Formulate and refine the PMI plan • Customize the governance structure • Cultivate globalized talents • Close the cultural divide Build up relevant capabilities and manage changes Develop clear M&A strategy • Align with corporate vision and industry trends • Establish a mechanism for strategy review and revision Clear M&A strategy is fundamental Developing relevant capabilities is critical Effective implementation is key
  • 5. 5 M&A process Pre-M&A Planning Deal Execution Post-M&A Integration Formulate M&A strategy Select and screen the targets Negotiate and agree on the deal Built robust integrated organization Integration = Due Diligence + Post-merger integration = Value capture Transfor- mation First – integration, then – transformation
  • 6. 6 Integration as part of corporate strategy Corporate Strategy Business Strategy Corporate Target company Corporate growth strategy M&A strategy Where to invest? How to compete?
  • 7. 7 Integration phases Phase 1 Integration preparation Phase 2 Integration planning Phase 3 Integration execution Phase 4 Transition to business Deal announcement / signing • Signing of the SPA • Official announcement of deal (conditional on regulatory approval) Day 1 / closing Transfer of ownership and “go live” Major milestone achieved Official end-date of integration by realization of major milestones Regulatory approval Approval of deal by regulatory authority
  • 8. 8 Acquisition process from buyer side Discussions: • Right contacts • Matched intents Initial acquisition assessment Targets: • Identification • Screening / evaluation • Selection Targeting Preliminary discussion Exclusive commitments & discussions Non-disclose (confidentiality) agreement (NDA) Preliminary valuation model VM1 Business case for internal acquisition approval AA1 Letter of Intent (LoI) Preliminary acquisition proposal AP1 Transaction process clarification
  • 9. 9 Acquisition process from buyer side Acquisition proposal AP2 for negotiation incl. SPA Negotiation: • Price • SPA • Trading concessions Draft agreement Final internal acquisition approval AA3 Final acquisition approval AP3 = SPA Information request lists DD: • Legal (& Regulatory) • Financial & Tax • Commercial / Business • Operational • HR & Payroll • (Cultural, Environment, Technological, etc.) DD Report Revised valuation model VM2 Pre-negotiation internal acquisition approval AA2 Due Diligence Deal negotiation Transaction closing SPA signing Regulatory approval (if needed) Closing Integration (cont.)
  • 10. 10 M&A synergies Cost Improved market access Financial Economies of capital market Market power Economies in innovative activities Scale economies Removal of redundancies Diversification Managerial efficiency Consolidation of functions Supply chain Procurement Market knowledge Tax benefits Negative synergy Growth Synergy objectives Return
  • 11. 11 processre-engineering Changemanagement projectmanagement operations mentorship Coaching dealstrategydevelopment targetselection&engagement duediligence integrationplanning integrationexecution post-integrationmonitoring M&Astages M&Aperformance Competence Synergy Dealstructure Accesstocustomers Regulatory Credibilityoffinancialaccounts antitrust/regulatoryapproval politicalhurdles/interference Onerousregulatoryremedies Specialviewtoforeigncompany Uncertaintimetables corruption Mistakes quality&credibilityofrevenuesteams transparency&visibility Dataprotection targetcontact&review purchaseagreement pre-closing negotiation duediligence letterofintent Confidentialityagreement memorandumofinterests Closing Combinational transformational Speedandtimespendon integrationcapabilities Communication leadership discipline dealrationale,expectationsandassumptions improperM&Astrategydevelopment insufficientconfidentiality Unfairtargetassessment failureonintegration lackofperspective poorduediligence M&A Challenges
  • 12. 12 Value leak is the major post-deal issue… Time Revenue M&A integration Running revenue Pre M&A planned revenue Post-M&A achieved revenue • Acquisition of revenue • Synergy Revenue gain pre-M&A post-M&A Exit Closed integration?
  • 13. 13 Value leak … that can be addressed by focusing on Through early planning and communication Preparation People Speed Focus Post-deal key success factors Maintain momentum from deal completion First execution especially during first 100 days Concentrate resources and time on value drivers and opportunities Earnings growth + Operational efficiency + Risks mitigation while ensuring day-to-day
  • 14. 14 Smart elements of M&A Many acquisitions look great on paper… ● All M&A require robust, disciplined project management ● Every deal is UNIQUE ● Signing of a deal is not the end - it is really the beginning of the real work to REAKIZE VALUE from the acquisition ● Other people’s best practices work best in other people’s companies ● Companies seek to access customers in different ways ● Some mergers are doomed from the beginning ● Success or failure cannot just be delegated ● To control the integrity of the deal price and avoid irrational movements within the company and the market, M&A deals must be highly CONFIDENTIAL ● Synergy targets need to be rooted in SOLID business plans ● MEASUREMENT drives achievement ● High-performing M&A projects take less than 6 months to move from a non-disclosure agreement to a binding offer ● Inflated expectations and assumptions result in lack of discipline and perspective ● Management cannot enter the deal process without being prepared to walk away from a target ● The STRATEGY is more important than the target ● Post-acquisition performance measurement helps management CONTINUOUSLY educate itself ● Value is not created until successful integration of target entity ● Measurement is an ONGOING process designed to provide members of the various M&A stages teams with real-time feedback ● M&A team needs to better understand and define the END-STATE vision ● One-size does not fit all types of deals ● Do a better job of identifying the acquired company’s capabilities and where the true synergies can come from ● Set more REALISTIC timeframes to achieve objectives ● Don’t fall asleep having high-level M&A model which lacks specific steps or instructions needed to actually GUIDE actions ● Size slows speed and dilutes accountability ● Success of deal is only achieved when EVERYTHING works together as it should, not simply when budget projections are met ● There is no value in prolonging a deal negotiation ● SPEED allows you to exploit post–deal opportunities on your own terms
  • 15. 15 Operational financial legal DDteam existingM&Aexpertise geographicallocation accesstoresources natureofdeal targetsize Tools&deliverables Onsitevisit interview Cleanteam dataroom Checklist enclosures redflags DDmyths Cultural leadership regulatory talentretention businessintelligence compensation&benefits Sizedoesnotmatter Onepracticefitsall noculturaldifferences allspeakthesamelingo wewillgetalldataweneed someopennesswillnothurt Traditional Assessment reports&reviews keyassets&risks hard&softissues documentsrequestlist management&operations documents&transactions financialstatements legalcompliance Minimalreviews externalauditors consultants Pre-integrationplanning executivesselection Successionplan day1Plan 100-dayPlan post-integrationreview Projectmanagement tools&templates skills&experience resourcemanagement masterplanandupdates Due Diligencehr it Cultural
  • 16. 16 Due Diligence process Due Diligence Understand the transaction • DD organization and management • Communication • Information request lists • Questionnaires (check-lists) adjustment 1 stage: • Complete questionnaires • Conduct on-site surveys • Conduct interviews 2 stage: • Review responses • Additional information clarification (Virtual) Data Room? • Analyze findings (reports) for every DD accomplished • Risks assessment • Identification and validation of value drivers • Synergies evaluation • Gap analysis & cost of integration calculation • Summarize DD findings and develop DD report • Issues: risks, opportunities, critical needs, important issues, cost implications • Initiatives: risk mitigation, opportunities leverage, business need, dependency between functions • Present results to seller and discuss ‘hot’ issues Adjust valuation model
  • 17. 17 Transformation pre-planning Increase Eliminate Create Reduce What are attributes, activities, services to increase What are attributes, activities, services to reduce What are attributes, activities, services to create What are attributes, activities, services to eliminate + + - - See prospectively: chose between business processes optimization (improvement) and re-engineering
  • 18. 18 Due Diligence check-lists Business / Commercial Legal HR Regulatory Technology Cultural Financial Operational Environment Corruption Intellectual property Data protection Tax Payroll Antitrust & politics IT Information security Accounting Market Sell Side DD review Buy Side LimitedDDreviewaccesslevelFull Customers
  • 19. 19 Smart elements of Due Diligence DISCIPLINE, DISCIPLINE, DISCIPLINE ● DD has only LIMITED ability to set accurate expectations of the total synergies available in a deal ● DATA PRIVACY is crucial ● Ensure that the deal timetable allows sufficient TIME for thorough DD to be conducted ● Allow extra time to understand the pre- and post-regulatory requirements, create relationships with local stakeholders incl. state/political institutions ● Corruption DD clean up a way to fix shortcomings identified ● If M&A team does not do its homework, it may find that company come under scrutiny from regulators complaining ● Understand the business OBJECTIVES behind the acquisition ● PRIORITIZE DD efforts and determine what information is important to review, and what can be skipped ● SPEED is a critical driver of success ● For effective DD team relevant and timely industry EXPERIENCE is crucial ● Checklists are helpful for guidance, but should not be used to just ‘check the box’ ● No DD investigation would be complete without a personal ONSITE manager visit ● Just because everyone on the team is skilled at DD does not mean that they necessarily will understand each other's findings ● The key to DD lies in ASKING the right follow-up questions at the right time ● ‘One size fits all’ approach may not always work in DD ● Due diligence often sounds easier than it is ● You will never get all data you need - learn to live with INCOMPLETE data and use your own judgment to fill in the gaps ● All transactions usually move to the acquirer’s system footprint ● Finding the RIGHT PMO and putting functional teams in place is an essential first step ● Consolidation is time-consuming ● Manage the pre- planning regime like the execution phase (90/60/30 days) prior to Day 1 ● There are no improper questions ● What may be seen attractive from the outside may look entirely different when you take full control
  • 20. 20 Integrationorganization Integrationplan CommonPMIphases PMIcapabilities Riskfactors Integrationcomponents resources&conflictingpriorities integrationstrategyframework integrationsupporttools Changemanagement IMOmission thefiveS’s hrprocesses targets&tracking Customerengagement Steeringboard PMIdirector integrationmanager integrationteams decisionschain decision/integration managementoffice measuringintegration Integrationprocess IntegrationtoolsPMImodels Standalone tandem programmanagement&integrationplanning Changemanagement&communication planning&prioritizing issuesidentification&fixation synergyidentification&implementation Coordination Communication businessintelligence roles&reportinglines humanresources&regulatory accounting&finance Communication Operations headoffice endstatus audit legal Speed people culture end-to-endprocess lessonslearned Communication discipline Setdirection Capturevalue buildorganization Integrationtype majoracquisition mergerofequals tuck-in Integrationpolicies holding Symbiosis absorption preservation processre-engineering Changemanagement projectmanagement mentorship Coaching Competence Integration (PMI)
  • 21. 21 PMI capabilities 1 2 34 5 6 Customer engagement Program management & integration planning The five S’s Targets and tracking Change management communication HR processes • Strategic logic of the deal • Spirit of integration • Speed of integration • Systems to be chosen • Scope of integration 1 • Team structure and launch • Cross-team coordination • Issue management • Integration design process • Preparation for Day One 2 • Employee morale • Stakeholders • Cultural integration planning 3 • Integration objectives • Synergy targets setting • Implementation milestones and benefits tracking 4 • Retention planning • Selection process 5 • Customer risk management • Customer experience management • Customer input 6 PMI capabilities Based on: BCG
  • 22. 22 Portfolios, Programs, Projects Project doing the project right Program doing the right projects Portfolio Management • Enterprise-wide perspective • Strategic goal alignment • Investment mix • Market and shareholders driven • Adjust to market conditions/ opportunities/ changing priorities Program Management • Business-area perspective • Benefit stream realization • Alignment of related projects • Roadmap of value Project Management • Well defined boundaries • Capability delivery • Budget, scope, schedule • Team delivery • Requirements management • Architecture design • Development • Test TACTICSTRATEGY STRATEGIC GOALS Are we working on the right project? Are we investing in the right direction Do we have the right resources to be competitive? TACTICAL GOALS Are we carrying out projects well? Are projects on time and on budget? Do project stakeholders know what they should be going? Portfolio selecting right things to do
  • 23. 23 Basic types of PMO Portfolio/Program/Project Management Office Program PMO Project PMO Corporate PMO Business PMO Temporary Permanent Higher Lower Hierarchic position Expected life span • Portfolio management office - provides support at a strategic level within the governance and strategic project selection and management domain • Program management office - tends to provide strategic and centralized support to the program, including the management of shared resources, methodologies, tools and techniques • Project management office - provides centralized and coordinated management or support of those projects for which it is responsible
  • 24. 24 Business Development functional management Hierarchicposition Strategy Tactic ProjectProgramPortfolio (e.g.) Company: vision & mission Strategic goals BDportfolio Program A Project A1 Program B (M&A) Project B1 Project A2 Subproject A2-1 Subproject A2-2 Project B2 Project C1 ……… Business-as-usual
  • 25. 25 Project Management Office (PMO) PMO Supportive PMO provides a consultative role to projects by providing templates, best practices, training, access to information and lessons learned from other projects. Degree of control - low Directive PMO goes beyond control and “takes-over” the projects by providing the project management expertise and resources to manage the project. Degree of control - high Controlling PMO provides support and require compliance through various policies. Compliance may include adopting project management frameworks or methodologies, using specific templates, forms and tools, or conformance to governance. Degree of control - moderate Support Direct Control PMO is a management structure that standardizes the project-related governance processes and facilitates the sharing of resources, methodologies, tools, and techniques. M&A Integration
  • 26. 26 Integration organization Integration Team • Functional/project experts • Teach & Support • Drive & Control Integration Steering Board • CEO, CBD, RD, PMI,… Functional Managers • Local management • Learn • Implement Integration Director Integration Manager Integration Management Office Decisions management PMI Project Finance PMI Project Operations PMI Project IT PMI Project HR PMI Project HO PMI Project Communication PMI Project Commerce Special-issue teams • Temporary units
  • 27. 27 Integration Management Office Integration Director vs Integration Manager INTEGRATION DIRECTOR • Strategic level • Mentor/Coach • Advice/Help • Facilitate • Review • Project management sponsorship • Knowledge management INTEGRATION MANAGER • Tactical level • Execute/Manage • Plan/Organize • Initiate • Control • Technical project mngt • Identify • Stakeholders identification and communication Leadership Integration Manager is linked to PMI phase of definite integration project Integration Director is linked to pre-, PMI, and post- integration strategy of the company
  • 28. 28 Integration Management Office Integration Director vs Integration Manager Transformational Leader/ Deal Owner Project Manager Outside traditional specialist expertise Integration Director Lead the effort Strategic leadership Operational responsibility Managerial leadership Technical project management Integration Manager (cont.)
  • 29. 29 Integration Director • Able to guide the integration process by means of leadership able to overcome: • the risk of cultural clash • the risk of possible clashes between different management styles • the risk of personnel turnover • The quality of such complex individual involves both of the two crucial sides: the technical and human • [as] Mentor: • is considered has used his skills successfully on multiple projects and can supervise/mentor/coach others on his skills • possesses effective presentation and strong written and verbal communication skills • [as] Transformational leader: • personality, leader’s behavior, technical competence, tactics he can use in order to exert his influence; • creativity, boldness, craving to succeed and strong determination; • strong charisma, through which he is able to create an ideal vision in his followers and to install a sense of trust and loyalty towards him; • emotional appeal (or empathy), by way of which he is able to communicate his vision motivating followers; • sense of creativity at intellectual level, through which he is able to make people focus on new ideas and problem solutions; • high consideration for individuals, i.e. is always disposed to listen to his people’s problems and ideas in order to motivate them and to receive continuous feedback on his choices.
  • 30. 30 Roles of Integration Director during PMI • Communication facilitator • figure out a shared vision to the two previously separated companies and their teams, strategic intents/objectives and directions; • promote cooperative atmosphere between the integration teams; • promote the spread of creativity, new ideas and knowledge. • Transformational leadership • he is seen as an individual with a clear integration plan in mind, trustable, competent and seriously interested fortune of the acquired company; • enhance exchange mutual competencies; • inspire individuals, achieving their commitment and conquering their trust; • prevent loss of motivation and immediate consequential people’s turnover. NOTE: Stereotypical M&A case: Traditional approach when M&A team is responsible for deal making while Operations team - for integration leads directly to loss of continuity of M&A+PMI process and deterioration of accountability for acquisition targets → Integration Director should be the unifying factor representing top management
  • 31. 31 Roles of Integration Director during PMI • Organizational buffer • alleviate the pressure on the integration teams from the top management arising from • the necessity of the acquisition promoters to validate their business (acquisition) case in front of the investing stakeholders, • the need to have the top management approval and legitimization, • request of "immediate' results (short-termism) that from operational and/or strategic and/or financial point of view seems to be unattainable; • inconvenient requirements coming from the integration teams that could compromise the whole integration process success; • mitigation of cultural clash between the two teams. • Network facilitator • widespread the results of integration and promote new knowledge/ideas obtained and creativity through the entire organization; • act as moderator of interaction among various individuals, who operate in different parts of the organization and, therefore, do not know each other (even though they would need to). (cont.)
  • 32. 32 Integration Manager Competencies & skills An effective integration project management requires that the project manager possess the following competencies: • Knowledge - what the integration manager knows about project management; • Performance - what the integration manager is able to do or accomplish while applying his project management knowledge; • Personal - how the integration manager behaves when performing the project or related activity. Personal effectiveness encompasses attitudes, core personality characteristics, and leadership, which provides the ability to guide the project team while achieving project objectives and balancing the project constraints. Some highly desirable interpersonal skills of an integration manager are: Leadership | Team building | Motivation | Communication | Influencing | Decision making | Political and cultural awareness | Negotiation | Trust building | Conflict management | Mentoring
  • 33. 33 Integration Manager Roles & Responsibilities Integration project manager is the person assigned by the organization to lead the team that is responsible for achieving the project objectives. They are the people responsible for managing the project processes and applying the tools and techniques used to carry out the project activities. Good integration project manager should have a variety of skills. In general, his roles and responsibilities are to satisfy the needs: • task needs • team needs • individual needs A project manager's typical responsibilities include: • Planning and organizing the work • Managing the day-to-day activities of a project • Delivering the project deliverables
  • 34. 34 5 drivers of integration success Communication Integration strategy Integration teamSpeed Aligned measures 1 Acquisition integration success drivers Create impression that acquired company was “always there”. Acquired company adopts practices of acquiring company. 1 Small, distinct team with enough resources and contributions from senior management. Leadership remains from acquired company. Customers of acquired company must understand new opportunities in business. Employees of acquired company must understand new roles. Focus on how acquired company fits into acquiring company’s business. Fast decisions are key for both strategic goals and promoting stability and reducing uncertainty in organization. Focus on how acquired company builds growth and optimizes operations. Acquired company adopts measurement systems of acquiring company. 2 3 4 2 3 4 5 5
  • 35. 35 5 factors of integration success Ongoing communication with stakeholders in order to maintain stability and provide a platform for solid performance post-closing. 2 Key employees often have experience and knowledge that are vital to maintaining consistent operations. Losing these individuals can be devastating to the long- term success of the deal. Creating environment and behavior that inspire a shared sense of purpose, coherence, community and trust, enable employees to focus and to remain highly engaged during post-closing integration. See previous slide. Developing integration structure and policies that enhance and leverage the best practices. Determining the reports and indicators management will need to monitor the acquired company’s operations during the transition 3 4 1 5 Key employees retention Developed integration drivers Business relations retention Cultural alignment Reporting system 1 Acquisition integration success factors 2 3 4 5
  • 36. 36 Integration planning & execution Integration Steering Board Set direction and monitor Integration Project Office Coordinate and control Integration Team Plan and implement Decides on strategy, infrastructure and resource allocation Ensure alignment of initial plans with overall direction Monitors implementation and ensures rapid actions Assesses environment & opportunities and builds initial integration plan Reviews & consolidates plans and ensures implementation Builds detailed integration plans and implements
  • 37. 37 Integration phase Feasibility / Investigation Due Diligence Analysis Transformation direction Integration Plan Integration process Milestones Review Integration Review Integration Plan Design Integration Plan Milestones Review Integration process Implementation Integration process Monitoring Milestones Review Execute Control (Refine) Plan Lessons learned & feedback Transformation Optimization Integration capacity upgrade for next M&A project Audit
  • 38. 38 People integration Culture People cost Structure Engagement Talent Regulatory People related risks identification Culture risk People cost risk Structure risk Engagement risk Talent risk Regulatory risk Risk Heat Map Proactive addressing the key people and organization related risks Effective change management: • Organization level • Teal level • Individual level Leadership: • Visible • Recognizable • Constructive DueDiligenceIntegration People integration planning to be done based on the Risk Heat Map
  • 39. 39 Emotional phases during PMI Stress management Self-esteem Time Shock Denial Anger Depression Acceptance Experimentation Discovery Integration E. Kubler-Ross’s (1970) G. Weinberg (1997) Old status quo Integration in practice New status quo Performance Transforming idea discovered Acquisition Stress Support Change Role Relation- ships Control Demands 1. Forming Ending Neutral zone New beginning
  • 40. 40 Leading integration Communication strategy Create trust Engage and motivate employees through clear, consistent and regular communication, while maintaining a focus on business as usual Day One Create influence Communicate with credibility and influence to all stakeholders, while realigning operations to achieve the acquisition targets Create vision Communicate mission and long- term direction, while embracing short-term integration challenges Integration mission completed? 100 days Remember The Pyramid of Employee Needs? Inspire… Engage… Satisfy Pre-announcement Agile Project Management Estimating by real value = estimate size not duration
  • 41. 41 Media effectiveness tool poster notice cascade briefing hotline chart room/shared database website/e-learning audio video broadcast e-mail v-mail newsletter booklet attitude survey personal letter forum road show away day Q&A/feedback web-based conf-call interactive staff attitude survey conference staff meeting training/workshop interview with stakeholders e-newsletter workshop staff meeting conferencefocus groups website/eRoom regular e-mails/newsletters strategic & operational meetings planning workshops team events review/ feedback sessions electronic/web face-to-face Methods / Materials Communicationobjectives INFORMEDUCATEINVOLVEMOTIVATESUPPORT TRANSFORMACTACCEPTUNDERSTANDAWARE Engagement of employees print/ artefacts De Haldevang (2009)
  • 42. 42 Cultural dimension consideration Risk tolerance Individualism Uncertainty avoidance Organizational culture Collectivism Motivation & rewards Management style & decision path Relationship Power distance Self- image Punctuality Masculinity Distance Time orientation Communication Feminity Cultural context National Professional Occupational Organizational
  • 43. 43 Cultural aspects in cross-border acquisition Leadership culture Organizational culture National culture Cross-border M&A Country environment Political (in-, ext-), economical (in-, ext-), social, education, regulations, infrastructure, history, geography, climate, culture, behavior Teamwork at top level Governance & management style, education, collaboration, personal & professional alignment, networking Integrating company norms For decision making, top-down management, structure, internal P&P, communication, change, risk acceptance, problem solving, creativity, pay system & incentives
  • 44. 44 Culturo-operational integration Social integration Emotional integration Intellectual integration Operational integration Shared • Knowledge • Expertise Standardized • Management • P&P • Infrastructure Collective • Commitment • Performance Common • Identity • Purpose
  • 45. 45 Process vs Project mentality Project TECHNICAL aspect Time Resources Goal Fixed short-run goal Process TECHNICAL and SOCIAL aspects Short-run goal with long-term context Time Resources LEARN Integration
  • 46. 46 Hot spots of integration What could go wrong? People PreparationExecution • Cultural conflict • Conflict between management teams • Loss of key people • Lack of executive commitments • Lack of attention to people issues during implementation • Late integration pre-planning • Overpayment for acquisition • Overestimated synergies • Weak DD • Lack of clear priorities • Low/no integration budget • No IMO (or integration team), no clearly defined roles and responsibilities • Missed targets, no focus on original planning • Poor control and reporting • Poor communication • No end-state planning
  • 47. 47 Culturalconflicts Coachingvs mentoring Stressmanagement Post-acquisitionchallenges Leadership Failedintegrationlessons Changemanagement purpose Successfactors internalvsexternal Organizationallevel individual/temlevel programlevel agilecoaching Cross-culturalcommunication Changefactors&drivers Organizationalculture degreeofchange Culturebasics Organizationalvs nationalcultures Communicationdifficulties managementstyles languagebarriers Conflictingvalues ‘them-Us’syndrome Culturalshock Stressaudit mergerpreview ‘pressurecooker’ emotionalsyndrome individualcounselling retainingkeyemployees overcomeculturaldifferences integrationsystems&processes Optimize&integratesupplychain balanceintegrationactivitieswithrunningbusiness realizesynergy retainingcustomers people preparation execution Communication managementcontradictions Changethroughpersuasion processvs projectmentality dysfunctionalroutines Changeprocesssteps Changedimensions Mentality doing deciding project process discerning discovering Integration Challenges Culturalintegration
  • 48. 48 Stakeholders communication circle Determine communication needs Identify stakeholders Communication circle (process, not event!) with stakeholders - how to create, monitor and influence stakeholders reaction to every your company action # and availability of stakeholders Businesscomplexity Complex Complicated Simple
  • 49. 49 The decision drumbeat 4 2 1 3 DISCIPLINE do it right in right language Based on: Bain & Company FOCUS Prioritize – identify value, results you expect, and by when 1 Execute Coordinate critical decisions – focus on results vs decisions in right order 3 Resources Assign decision rights and roles – allocate resources incl. the right people and communicate that to all involved 2 Measure Measurable KPIs – focus on results vs decisions, not on process for process’s sake 4 Integration Management Office = Decision Management Office
  • 50. 50 The decision drumbeat Based on: Bain & Company Decide Input Recommend Agree Perform Provide input to recommendation – information/facts first, then judgement Formally approve recommendation – implies veto power Gather relevant facts and apply judgement to recommend a decision or action Make the final decision – “commit the organization to action” Be accountable for making a decision happen once made Recommend Agreed
  • 51. 51 From PMI to transformation Business case: Healthcare company Control Organization Costs Growth Efficiency Labor Operations Effectiveness Development Staff Clinics Service Organization = our people Finance = our business Market = our clients Priorities Focus Education & competence Clinics layout, medical equipment, RS, etc. From All included portfolio → to Integrated care Effectiveness of clinical operations = medical quality Stage I – short-term Stage II – mid-term Stage III – long-term
  • 52. 52 Different roles of integration project management X is … Training You could do X Consulting Try Y because… Mentoring I’ve done X X, Y, Z, … Coaching What else?
  • 53. 53 Definition & meaning of roles Coaching Teaching Counselling Consulting Mentoring Therapy Training Passes on advice and knowledge of a person who has been there before; expert instructs and teaches the trainee Develops thinking and capabilities: the what & how of an action Assists and gives advice in resolving problems; looks at past to present where & what Provides answers and solutions, expertise in a given field on the best way to solve a problem Passes on advice of a person who has been there before; unequal relationship: more experienced person vs less experienced person Helps a person to improve his performance; observing; giving feedback; inspires new thinking. Action: looks at present to future: what & how will you go about it? Doesn’t provide answers nor solutions 1 Treats or relieves a disorder; action not emphasized; focus on fix what is broken 1 2 2 3 3 4 4 5 5 7 7 6 6 Roles
  • 54. 54 Agile coaching competency framework Based on: Agile Coaching Institute (2015) Technical Technical expertise typically delivered through Mentoring and Teaching Process-focused competencies Content-focused competencies Agile-lean practitioner Mastery Business Business value drivers expertise often paired with Teaching, Mentoring or Facilitating Transformational Organizational development expertize frequently paired with Coaching and Facilitating Coaching Guiding the creative ‘out-of-box’ process Facilitation Guiding to solutions and decision making Teaching Instructing in specific knowledge, skills and perspectives Mentoring Sharing knowledge, experience and visions Knowledge & Application Broad, relevant, practice-based ‘servant leadership’
  • 55. 55 3 levels of agile coaching expertise Develops leaders, focuses on culture, catalyzes change Facilitates practices and collaboration on one team or a handful of teams Individual Team Project Organization Operates at the multi-team level; develops teams, mentors others, advices managers Enterprise Coach Agile Coach Agile Team Facilitator
  • 56. 56 Agile coach trinity Team coach Individual coach Management coach Agile Coach COACH Focus on teams to improve value flow to customer Build relationships Individual Listen, engage, and ask questions to draw out and overcome individual’s internal challenges Management Guide management in the allocation of resources to create environment for teams to grow based on the needs identified in teams retrospectives Team Guide retrospective conversation to facilitate the development of self-organizing and self- improving team
  • 57. 57 Smart elements of Integration DISCIPLINE, DISCIPLINE, DISCIPLINE ● Develop a strategy and viewpoint on ‘HOW MUCH integrate’, ‘HOW MUCH centralize/decentralize, ‘HOW MUCH do yourself or outsource’, and ‘service scope’ ● KNOW what you’re doing and why you're doing ● Recognize the difference between the ‘quick fix’ and ‘long- term’ solutions ● COMMUNICATE everything; if you think you are communicating ‘too much’, you are probably not communicating enough ● Vision, Values and Culture ARE real and material systems, and cannot be ignored ● Take on the hardest decisions EARLY ● Manage key STAKEHOLDERS ● If someone is an ‘enemy’ of change, you should probably kill him – the SOONER, the better ● The higher degree of integration, the higher the economic PERFORMANE of the acquisition ● Get everyone speaking the SAME lingo ● Structuring the integration team correctly and staffing it appropriately are both essential to a successful integration ● Culture and practice of integration focused on avoiding failure can CONFLICT with realization the full value of M&A ● Best practices are based on past conditions ● Identify and focus on the CORRECT priorities ● Do not allow the integration effort to disrupt ongoing operations ● 100-day plan should not be focused as much on figuring out ‘what to do’, but more on ‘HOW’ to realize the acquisition objectives ● Lead roles should be staffed by people with in-depth industry and functional experience ● Appointing the RIGHT team to manage the integration is one of the most important factors in determining the success of the integration ● Deals with robust integration plans backed by explicit principles and policies deliver greater shareholder value ● The management of the HUMAN SIDE of change is the real key to maximizing the value of a deal ● If the assigned RESOURCES have other pressing responsibilities, execution of the integration plan will suffer due to inadequate attention ● Start integration process BEFORE closing ● Functional leaders without integration experience will bring delays, mistakes and additional resource drain ● How do we use integration to improve our OWN culture? ● PMO is a ‘glue’ of integration ● Improvisation has no place in the unforgiving business of change ● The primary purpose of integration team is to IMPLEMENT strategy, not develop or validate it ● Integrate with the END in MIND ● Disrupting a system by plunging it into complete chaos is rarely a recipe for success ● COMMUNICATION is a stabilizer ● Acquisitions are of PEOPLE, so the cultural piece is critical
  • 58. 58 Every integration, even every day of integration is unique. Evaluate this experience and learn from it. If you do not evaluate – you do not learn, if you do not learn – you do mistakes, you repeat mistakes – you fail…

Editor's Notes

  1. Portfolios contain a collection of Programs that support business strategies. Executives need the ability to adjust their portfolio mix as market conditions and opportunities change. Portfolio needs to answer: ‘Levers’ for Executives to adjust portfolio mix Ability to adjust portfolio based on market conditions Line of sight visibility across enterprise value chain Programs focus on benefit streams that yield value and look for opportunities to increase value and deliver solutions. Program needs to answer: View of business value delivery over time by business value segment Alignment to strategic roadmaps Projects have a specific outcomes that they are required to performance against. Project needs to answer: Deliver as much business value as possible Deliver rapidly Provide visibility Agile practices are typically applied at the project level but have positive affects on Programs and Portfolios.
  2. What is project: Outcome focused Follows a Lifecycle: Requirements-Design-Development-Test-Deploy Requires a coordinated team of participants Works towards a budget and schedule with an end date Manages Risks and Issues … What is program: A collection of projects with a similar outcomes Focus on providing a benefit stream for a business unit or product area Support a roadmap of value for a business unit or product area No specific end-date What is project portfolio: Portfolios look at the entire value chain of investments required for an organization Align investments to business strategies Executive level view of where to increase or scale back investments Portfolios reflect a mix of investment opportunities and are managed to increase business value and to hedge against risk
  3. Project categories Predictive Projects for which all the required work can be defined upfront with a high degree of confidence that the work will remain stable throughout the project life cycle. Inventive Projects for which the required work cannot be defined upfront but must evolve over time and require a life cycle that accommodates that evolution. Agile Project Management Planning Continuously: Product, Project, Release, Iteration, Daily Tradeoffs – using feedback to adjust Prioritizing by Business Value: Associating value with requirements Estimating by Relative Value: Estimating size not duration Risk Management: Intrinsic to the lifecycle Addressed by entire team all the time