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The silver
                                                          bullet of
                                                        success
                                                              Winners and losers
                                                              in the M&A game




For those that dare to pull the trigger; the rewards of M&A remain as high as ever.
But unless ‘intangible capital’ gets the senior executive attention it deserves, value
will remain untapped and could even be destroyed. Hay Group’s latest research
takes a look at the barriers and the silver bullet of success… >>
2 The silver bullet of success: winners and losers in the M&A game                                                          1




                                                                     Contents

                                                                     The gamble	                                       3

                                                                     Executive summary	                                5

                                                                     The silver bullet	                                5

                                                                     Gambling with intangibles never pays	             8

                                                                     Fool’s gold	                                      11

                                                                     The barriers to integration: four clear issues	   12

                                                                     Conclusion	                                       18

                                                                     Contact us for more information	                  20




© 2010 Hay Group. All rights reserved
2 The silver bullet of success: winners and losers in the M&A game                                                                                                                                     3




                                              “       Looking at the intangibles
                                                      today is what will make the
                                                      deal valuable tomorrow.
                                                                                                       “
                                                      David Derain | Global M&A director | Hay Group



                                                                                                           The gamble
                                                                                                           The global economic meltdown has radically changed the
                                                                                                           deal landscape. Research findings from Hay Group reveal
                                                                                                           that there are several critical success factors for all executives
                                                                                                           to keep in mind which make the difference between winning
                                                                                                           and losing in the M&A game.

                                                                                                           Whilst the collapse of debt-fuelled financing put the brakes on M&A activity,
                                                                                                           the virtual disappearance of private equity investors, reduction of sovereign fund
                                                                                                           investment and a rush to divest non-core assets to shore up balance sheets, has increased
                                                                                                           opportunities for strategic M&A investments. And, as always with M&A, the stakes
                                                                                                           are high. Has deal-making become a game of Russian roulette for those who pulled
                                                                                                           the trigger and chased cheap deals?

                                                                                                           This is what led Hay Group to look again at how executives are maximizing value
                                                                                                           from their M&A activities. Are businesses now paying a higher price than they
                                                                                                           expected? Partnering with mergermarket, part of the FT Group, we asked global
                                                                                                           business leaders about their experiences of integrating newly acquired businesses.

                                                                                                           Our research revealed that those actually running businesses were not necessarily
                                                                                                           aligned with shareholders on the rationale of mergers or acquisitions. Whilst half
                                                                                                           of respondents said growth was a driver for M&A activity, only four per cent aimed
                                                                                                           to increase shareholder value through deal-making.




© 2010 Hay Group. All rights reserved
4 The silver bullet of success: winners and losers in the M&A game                                                                                                                                                                   5




                                                                                                                                             Executive summary
                                                  Intangibles matter                              Yet the executives we surveyed suggest     n   C
                                                                                                                                                  ompanies underestimate intangible capital
E
 xecutives surveyed                                                                              that no more than a third of value is          Executives typically value intangible capital – including culture and customer
responded that they spend                         In reality, deals often fail to reach           attributable to such intangible capital.       relationships – at just 30 per cent of market capitalization, not the 75 per cent
                                                  anywhere near the potential expected            And although there is an improvement
only a quarter                                    of them. Analysts say that the value            in recognition of the importance
                                                                                                                                                 that analysts expect.
of deal time identifying                          of a business linked to organizational,         of intangible capital to longer-term       n   B
                                                                                                                                                  uyers risk damaging deal value
and managing the risk                             relational or human capital – the               integration success, they spend only           –	 By underestimating intangible value, they allocate insufficient resources to
                                                  intangibles, should be in the region of         a quarter of deal time identifying             	 protecting it during integration.
to intangible capital.                            75 per cent1 of market capitalization.          and managing such risk.                        –	 Just 38 per cent of companies conduct cultural due diligence.

                                                                                                                                             n   M
                                                                                                                                                  anagement of intangible capital influences integration success
                                                                                                                                                 Companies that reviewed intangibles during due diligence are more than twice
                                                       About the research                                                                        as likely to consider their merger a success compared with those who did not.
                                                       Hay Group’s global research program was conducted in conjunction with                 n   P
                                                                                                                                                  oor management of intangible capital has major consequences
                                                       ‘mergermarket’ (part of the FT group), and questioned more than 560 senior                Executives struggle with:
                                                       management level executives with experience of MA transactions worth at                  – 	cultural integration
                                                       least $500m over the past three years.                                                    – 	leadership changes
                                                       Respondents were drawn from disciplines including corporate finance, strategy,            – 	understanding the target company’s customers
                                                       MA, finance, risk, operations, IT and HR and included board-level executives             – 	governance.
                                                       in sectors such as financial services, industrials, energy, mining and utilities,
                                                                                                                                             n   D
                                                                                                                                                  ealing with intangible capital is considered to be more challenging in
                                                       consumer and retail, technology, media and telecommunications, pharmaceutical,
                                                                                                                                                 cross-border transactions.
                                                       medical and biotech and business services.
                                                                                                                                             n   T
                                                                                                                                                  wo thirds of respondents (66 per cent) believe an increased focus on intangible
                                                                                                                                                 capital would improve merger success.

                                                                                                                                             n   M
                                                                                                                                                  ost business leaders (61 per cent) plan to increase their focus on intangibles
                                                                                                                                                 but need guidance on how to capture data about intangible capital during MAs.
                                                  1
                                                      Source: Ocean Tomo research LLC




© 2010 Hay Group. All rights reserved
6 The silver bullet of success: winners and losers in the MA game                                                                                                                                                                                                         7




                                                  The silver bullet
                                                  Distress-driven, transactions are frequently conducted
                                                  in tight timeframes. As a result, due diligence isn’t always
                                                  diligent enough when deals are conducted at such speed.


                                                                                                                                             Figure one
                                                  Furthermore, there is often a heavy            The Hay Group model of ‘Intangible
                                                                                                                                              Organizational capital                    Relationship capital                     Human capital
I
 ntangible capital                               focus on the financials – leading to           capital’ consists of three elements:
                                                  an incomplete view of the value of the         ‘organizational’, relational’ and ‘human’    Culture and market convergence            Brand                                    Leadership
consists of three elements:                                                                                                                   n Shared values, attitudes, beliefs and
                                                                                                                                                                                       n External and internal image and
                                                                                                                                                                                                                                n Clear vision established and
                                                                                                                                                                                                                                    
                                                  company being acquired. Consequently           capital, as detailed in figure one.
                                                                                                                                                customs                                   reputation                                communicated
‘organizational’, ‘relational’                    the handling of ‘intangible capital’, the                                                                                             n All that touches the customer
                                                                                                                                                                                                                                n   onflicts of interests coordinated
                                                                                                                                                                                                                                     C
                                                                                                                                              Governance
and ‘human’ capital.                              silver bullet that is critical for success –   Executives must take time to evaluate        n Aligned business processes
                                                                                                                                                
                                                                                                                                                                                          experience                                 and balanced for all stakeholders
                                                  does not always get the attention it merits.   intangibles right from the start of                                                                                             n  eam commitment and employee
                                                                                                                                                                                                                                    T
                                                                                                                                              n Clear and effective governance
                                                                                                                                                                                       Client intimacy
                                                                                                                                                                                                                                    recognition
                                                                                                 MA activity. However, because               Agility
                                                                                                                                                                                        n Knowledge of the client
                                                                                                                                                                                          

                                                                                                 it easy to identify and manage risks                                                   n Market coverage
                                                                                                                                                                                                                                Employees
                                                  What is intangible capital?                                                                 n Capacity to manage internal
                                                                                                                                                
                                                                                                                                                                                                                                 n High potentials identified,
                                                                                                                                                                                                                                   
                                                                                                 to tangible assets and difficult to            business transformation                 Client loyalty
                                                                                                                                                                                                                                   developed and rewarded
                                                                                                                                              n  eact quickly to new market
                                                                                                                                                R                                       n  lient satisfaction
                                                                                                                                                                                          C
                                                  Most 90-day deal implementation plans          audit intangible capital, priorities           
                                                                                                                                                                                                                                 n Strong commitment, loyalty and
                                                                                                                                                                                                                                   
                                                                                                                                                demands                                 n Low turnover and high rate of
                                                                                                                                                                                           
                                                  aim to achieve quick wins by integrating       can remain focused on the former.                                                        referrals
                                                                                                                                                                                                                                   valued by the organization
                                                  ‘hardwiring’ – the tangible assets such        The consequences can be severe.              Communication and teaming
                                                                                                                                                                                                                                 Development and management
                                                                                                                                              n  illing to share information
                                                                                                                                                 W                                      External networks
                                                  as IT, financial systems and property          If intangible capital is disregarded,        n Simple channels/information flow
                                                                                                                                                                                       n Strong relationships with suppliers
                                                                                                                                                                                          
                                                                                                                                                                                                                                 n New skills, knowledge, leadership
                                                                                                                                                                                                                                   

                                                  portfolios. But aligning intangible            integration languishes and the                                                                                                    styles aquired with training and
                                                                                                                                                                                          distributors and other partners or
                                                                                                                                              Energy and clarity                                                                   coaching
                                                  capital or ‘soft wiring’ is more difficult.    synergies fail to materialize.                                                           centers of influence
                                                                                                                                              n Communicated and understood
                                                                                                                                                
                                                                                                                                                                                                                                 Engagement
                                                                                                                                                business strategy                       Internal networks
                                                                                                                                                                                                                                 n   mployee empowerment and
                                                                                                                                                                                                                                     E
                                                                                                                                              n Clear direction for people to
                                                                                                                                                                                       n   ffective internal communication
                                                                                                                                                                                            E
                                                                                                                                                                                                                                     degree of attachment to the
                                                                                                                                                mobilize their energy                   n  High impact cross functional teams
                                                                                                                                                                                                                                     company
                                                                                                                                                                                        n   nabling relationships across
                                                                                                                                                                                            E
                                                                                                                                              Organizational structure
                                                                                                                                                                                            organizational and geographic        Productivity
                                                                                                                                              n  ffectiveness of the organization to
                                                                                                                                                E
                                                                                                                                                
                                                                                                                                                                                            boundaries                           n   fficient management of costs,
                                                                                                                                                                                                                                     E
                                                                                                                                                deliver the strategy
                                                                                                                                                                                                                                     resources and time
                                                                                                                                              Tacit ‘know-how’ and information
                                                                                                                                              n  illingness to innovate
                                                                                                                                                W
                                                                                                                                                
                                                                                                                                              n Unpatented intellectual property
                                                                                                                                                




© 2010 Hay Group. All rights reserved
8 The silver bullet of success: winners and losers in the MA game                                                                                                                                                                                        9




                                                                                                                                                   Figure two:

                                                                                                                                                    The estimated value of intangible capital     (per cent)   n   Overall, respondents believe
                                                                                                                                                                                                                   
                                                                                                                                                    given by respondents: international trends                     about 30 per cent of their own
                                                                                                                                                                                                                   company’s market capitalization
                                                                                                                                                    Overall                                       30
                                                                                                                                                                                                                   is tied up in intangible capital.
                                                                                                                                                    India                                         42
                                                                                                                                                                                                               n   In India, respondents believe
                                                                                                                                                                                                                   
                                                                                                                                                    CEE                                           38
                                                                                                                                                                                                                   this to be as high as 42 per cent,
                                                                                                                                                    South East Asia                               37               whilst North Asia executives say
                                                                                                                                                    Western Europe                                33               it is as low as 12 per cent.
                                                  Gambling with intangibles never pays                                                              Latin America                                 32
                                                                                                                                                    US and Canada                                 30
                                                  Corporate buyers typically value intangible capital of acquired                                   Australia and New Zealand                     20
                                                                                                                                                    North Asia                                    12
                                                  companies far lower than that calculated by industry analysts.
                                                                                                                                                   Figure three:
                                                  In the Hay Group survey, executives                  leaders believe an increased and earlier     Would an increased and earlier focus on the   ‘Yes’
By undervaluing                                   valued intangible capital, including                 focus on intangibles throughout the          intangibles during the MA process have       (per cent)
intangibles, buyers                               governance, brand behaviors, customer                deal lifecycle would improve deal success    improved the success of the MA?
                                                  and supplier networks, leadership                                                                 Overall                                       66
risk destroying value.                                                                             n   almost two-thirds (61 per cent) plan
                                                                                                       
                                                  or culture at just 30 per cent of their
                                                                                                       to increase the focus on intangible          India                                         89
Rewards come to those                             target’s total market capitalization.
                                                                                                       capital in their next transaction.
                                                                                                                                                    CEE                                           86
who measure, evaluate
                                                  In contrast, analysts value intangible capital   Hay Group experience illustrates                 South East Asia                               81
and value intangibles.                            at closer to 75 per cent of market value in      the benefits of taking a wider view.             Latin America                                 75
                                                  stable market conditions (figure two).           Whilst aligning cultures is undoubtedly          North Asia                                    68
                                                                                                   important to deal success, customers
                                                  By undervaluing intangibles, buyers risk         are paramount. Success means:                    Australia and New Zealand                     62
                                                  destroying value. Rewards come to                                                                 US and Canada                                 54
                                                                                                   n   aligning approaches to customer
                                                                                                       
                                                  those who measure, evaluate and value                                                             Western Europe                                52
                                                                                                       relationship management
                                                  intangibles. Yet in our survey:
                                                                                                   n   retaining individuals who manage
                                                                                                       
                                                  n   nearly a third of buyers (31 per cent) did
                                                                                                                                                  Figure four:
                                                                                                       mission-critical customer or supplier
                                                      not carry out a formal intangibles review                                                                                                                        On average, executives allocate
                                                                                                                                                                                                                       
                                                                                                       relationships                                 Time for intangibles?                        Time Spent       n
                                                  n   of those who did, 70 per cent considered
                                                                                                                                                                                                 (per cent)           just a quarter (25 per cent) of
                                                                                                   n   integrating brand value and
                                                                                                                                                                                                                      their time to the integration of
                                                      their merger to be a success                                                                  Overall                                       25
                                                                                                       behaviors, particularly for front-line,                                                                         intangibles. This is out of step
                                                  n   two-thirds (66 per cent) of business
                                                                                                      customer-facing employees.                   South East Asia                               33                   with its value.
                                                                                                                                                    CEE                                           31
                                                                                                                                                    India                                         28
                                                                                                                                                    Latin America                                 25
                                                                                                                                                    Western Europe                                25
                                                                                                                                                    North Asia                                    18
                                                                                                                                                    US and Canada                                 18
                                                                                                                                                    Australia and New Zealand                     18




© 2010 Hay Group. All rights reserved
10 The silver bullet of success: winners and losers in the MA game                                                                                                                          11




                                                                      Fool’s gold
                                                                      As deals became faster, executives failed to spend time
                                                                      managing the risks to intangible capital. When polling
                                                                      respondents, Hay Group found that, where it was considered
                                                                      at all, intangible capital was often an after-thought.
                                                                                                                                                                The gamble of financial
                                                                      Hay Group global MA director                a back seat. However, now we are seeing      gain can rapidly turn into
                                                                      David Derain says: “Many recent financial    the fallout of poorly planned integration    fool’s gold if intangibles
                                                                      deals have been decided rapidly, often in    of intangibles as ‘one organization’ still
                                                                      a matter of days. Due diligence around       operates as two, with subsequent brand       are neglected during
                                                                      intangible capital, never very thorough      confusion and loss of key talent.”           due diligence.
                                                                      in the best of times, takes even more of




                                                                       MA success or failure – who decides?
                                                                       Hay Group asked executives if they measured the ‘health’ of completed MA deals.
                                                                       Almost half (49 per cent) said their financial department checks what shape the
                                                                       company is in, leaving wide margins for error and misinterpretation on just how
                                                                       well the company has integrated. The finances may look good but just what has
                                                                       happened to the culture and morale of staff 12 months down the line? Worryingly
                                                                       only 31 per cent ask their board or CEO about their impressions of integration
                                                                       across the broader company, not just financials.
                                                                       Eighty per cent of respondents in Australia and New Zealand said the finance
                                                                       department takes the lead, possibly because they have conducted less complex
                                                                       deals in this region.
                                                                       A similar reliance on finance takes place in CEE (64 per cent), Western Europe
                                                                       (60 per cent) and the US and Canada (56 per cent). Businesses in Asia are more likely
                                                                       to look to their board or CEO to investigate the health of the newly intergrated
                                                                       organization (55 per cent).




© 2010 Hay Group. All rights reserved
12 The silver bullet of success: winners and losers in the MA game                                                                                                                                                                                                                 13




  The largest obstacles in MA                   The barriers to integration: four clear issues                                                                                       Barrier two: Leadership                       Problems with internal relationships,
                                                                                                                                                                                                                                    resistance to change and unwillingness
  deals
                                                                                                                                                                                      MA activity necessarily results in           to collaborate across organizational lines
  Difficulties meshing the culture               Barrier one: Culture                      The difficulty is that during due diligence,                                                                                             feature regularly in dysfunctional mergers.
  and market of the target                                                                                                                                                            leadership changes as integration takes
                                                                                           buyers might not have sufficient access                                                                                                  Frequently it takes too long to determine
  company                                                                                                                                                                             place. How such changes are handled
                                                 Dealing with cultural issues of the       to the target organization to assess                                                                                                     which roles and people should stay, or
                                                                                                                                                                                      is the next major hurdle.
  Handling the change in                         target company is the biggest challenge   cultural fit. Even if they do, culture                                                                                                   decisions can be made on inappropriate
  leadership with the target                     to successful post-merger integration,    is often regarded as a ‘soft’ issue, not                                                                                                 criteria, such as judging leadership capacity
  company                                                                                                                                                                             A common mistake is to send
                                                 according to Hay Group research. This     worthy of serious analytic thought. This                                                                                                 on an individual’s personal presence,
                                                                                                                                                                                      contradictory messages through the
  Fully understanding the issues                 is a complex issue and during MA,        is a mistake. As Deborah Allday, MA                                                                                                     rather than their capabilities in managing
                                                                                                                                                                                      selection of individuals for key positions.
  regarding the target company’s                 three elements of culture – national,     director, Hay Group UK says: “You might                                                                                                  MA integration.
                                                                                                                                                                                      CEOs can too easily promote those
  customer base                                  organizational and management culture     win the minds of your employees, but it
                                                                                                                                                                                      they favor, not those that are most suited
  Issues around governance                       – must be considered.                     takes a long time to win their hearts.”                                                                                                  About half of respondents in our
                                                                                                                                                                                      to implementing a successful integration.
  within the target company                                                                                                                                                           Mergers are about the relationships,          research (52 per cent) reviewed leadership
                                                                                                                                                                                      both formal and informal, that are            capabilities during due diligence. It is
                                                                                                                                                                                      forged as two distinct enterprises come       not enough. If leadership is fundamental
                                                                                                                                                                                      together. Collaborative, empathetic           to success, the figure should be nearer
                                                                                                                                                                                      skills are required.                          100 per cent. Instead we see executive
                                                                                                                                                                                                                                    focus shift after due diligence towards
                                                                                                                                                                                                                                    the running of the business rather than
                                                 Figure five                                                                                                                                                                        the mechanics of integration.
                                                                                           n   Only 38 per cent of overall respondents
                                                                                               
                                                   Have you ever used/do you ‘Yes’             have ever used or habitually undertake
                                                   undertake cultural due    (per cent)
                                                   diligence when conducting                   cultural due diligence. However, among
                                                   MA?                                        the 62 per cent of respondents that
                                                                                               do not undertake it, a third express a
                                                   Overall                      38
                                                                                               desire or willingness to do so in future,
                                                   US and Canada                57             especially on cross-border transactions.
                                                   North Asia                   51
                                                                                           n   Cultural due diligence is most extensively
                                                                                               
                                                   South East Asia              48             employed by US and Canada respondents                                                                                                Figure six
                                                   CEE                          45             (57 per cent).
                                                                                                                                            What they say                                                                            When in the process did   Overall
                                                   Latin America                39         n   It is used by only 28 per cent of
                                                                                                                                                                                                                                    you pay attention to      (per cent)
                                                   Australia and New Zealand    37             respondents from Western Europe.             “If people are unhappy with the new leadership it does create a lot of post             leadership and installing
                                                                                               A UK respondent claims that because            integration issues.”                                                                   a new management team?
                                                   Western Europe               28
                                                                                               their MA deals have been “in North          Head of MA | Financial services company | Singapore                                     Screening                       36
                                                   India                        28             America, there is no cultural change.”
                                                                                                                                                                                                                                     Due diligence                   52
                                                                                               An Italian respondent says that previously   “If you don’t plan the new management team you will have uncertainty in
                                                                                               they didn’t believe that cultural issues       the organization and you will lose key people and client relationships.”               Pre-closing down-time           48
                                                                                               were important. “It was a mistake.           Senior vice president – MA | TMT company | United States                                Post-closing 90 days            33
                                                                                               We will do it in the future.”




© 2010 Hay Group. All rights reserved
14 The silver bullet of success: winners and losers in the MA game                                                                                                                                                                                              15




                                               Barrier three: Integrating                         account management and procedures such
   Both companies will                         the customer base                                  as sales processes differently. Throughout
   handle CRM differently.                                                                        integration, customers must be at the heart
                                               Following issues around culture and                of operation.
   It is vital therefore to
                                               leadership, getting the most from the
   consider how client                         target company’s customer base is ranked           Barrier four: Corporate governance
   relationships will                          as the next major obstacle for executives.
                                                                                                  Uncertainty around corporate governance,
   be maintained.                                                                                 particularly where accountabilities are
                                               After integration, executives can focus
                                               on internal matters to the detriment of            unclear or the operating model is in flux
                                               customers. At a time when customers                can cripple organizations. It is the fourth
                                               worry about continued service levels, this         biggest barrier to integration success.
                                               is concerning and, as both customers and
                                               employees read press coverage, rumour can          Driven by legislation, the need for tax
                                               obscure fact. As employees communicate             efficiency as well as the need to bring
                                                                                                  together two different sets of processes,     Process and timing
                                               with customers all the time, there is much
                                               scope for misinformation and mishandling.          the newly merged entity will require          There is a tipping point of about seven months (230 days, on average) when
                                                                                                  new governance procedures. For key            it comes to intangible capital impacting a company’s bottom line. These seven
                                               Accordingly, during due diligence it is            senior individuals, changes in governance     months are the honeymoon period and defines whether the marriage is in
                                               vital to consider how client relationships         can result in a loss of autonomy and          shape for the long-term.
                                               will be maintained. Both the acquiring             decision-making power. So retention
                                                                                                                                                Our research shows that once senior executives have established the
                                               company and that being acquired will               strategies may be required if key people
                                                                                                                                                integration leadership team, they give them very little time to demonstrate
                                               handle client relationship management,             are not to leave for new opportunities.
                                                                                                                                                results. Integration success – or otherwise – is often judged in just under a year.
                                                                                                                                                Thirty-eight per cent of companies said they expected to see shareholder value
                                                                                                                                                returns increase within 12 months. By focusing on short-term goals, they could
                                                                                                                                                be derailing long-term success.
                                                                                                                                                Consequently, executives focus on new concerns before the company is
                                                  What they say
                                                                                                                                                operating on strong foundations. It is too fast. The conditions need to be in
                                                  “The other company might tell you that they have fantastic client relationships, but         place beyond year one to continue the integration and alignment of both the           There is a tipping point
                                                    after acquiring the company, when you actually sit down and look at it, the client          intangible and tangible capital.
                                                                                                                                                                                                                                      of about seven months
                                                    relationship network may not have been correctly portrayed by the other company.”
                                                                                                                                                During due diligence and pre-closing, leaders are conscious of the need to            (230 days, on average)
                                                   Finance director | Financial services company | Malaysia
                                                                                                                                                plan for certain areas of intangible integration. But this interest declines in the
                                                                                                                                                three months following the first crucial ninety days after deal closure, with only    when it comes to
                                                  “Client relationships are totally connected to management of risk… There should be a
                                                                                                                                                around a third of executives attending to issues such as structure and leadership.    intangible capital
                                                    substantial analysis of this relationship and how to maintain it after the acquisition.
                                                    It is essential for the success of the acquisition that you keep them happy.”               Executives need to maintain focus on intangibles so that they set up the right        impacting a company’s
                                                   Director | Real estate company | France                                                      conditions for successful integration long after the deal has been closed.            bottom line.




© 2010 Hay Group. All rights reserved
16 The silver bullet of success: winners and losers in the MA game                                                                                                                                                                                       17




             Helping clients to navigate through the multiple priorities during each stage of the deal process:

                      Marketing screening                     Due diligence                         Pre-closing                   Post-merger integration
                                                                                                                                                                    Regional perspective: east versus west
               Clarification of the merger          Clarification of the merger          Clarification and communication     Communication of the merger
               strategy                             strategy                             of the merger strategy              strategy
                                                                                                                                                                    Travelling the world – is Asia the new road for success?
               Assessment of the operating          Assessment of the operating          Creation of governance processes    Implementation and integration
               model                                model                                for new organization                of the operating model                 The historical and political landscape shapes how people behave and interact
               Analysis of cultural compatibility   Analysis of cultural compatibility   Analysis of cultural compatibility    Building of organization structure   socially and professionally. Our research has seen this in the way executives take
                                                                                         and modelling                         and alignment with job design        business decisions both before and after deal integration.
               Research into corporate              Review and assessment of top         Research into corporate reputation Implementation of cultural
               reputation                           team capabilities                                                          compatibility and modelling          Whilst only seven per cent of respondents believe that in the next two years
                                                                                                                               strategy                             cross-border deals will decrease, people are increasingly working alongside very
               Analysis of reward liability and     Analysis of reward liabilities,      Impact analysis on the customer:      Impact analysis on the customer:
               capability                           risks and costs                      pre and post merger                   post merger comparison               different cultures, learning how to get along in order to become one company.
                                                                                         Analysis of employee engagement Measurement of employee
                                                                                         and effectiveness                     engagement and effectiveness:
                                                                                                                                                                    Executives in Asia are more likely to be open to adopting and adapting to other
                                                                                                                               pre and post merger                  cultures than their counterparts in the west. Both organizational agility and
                                                                                         Pulse surveys on strategic            Pulse surveys on strategic           personal flexibility support their new behaviours.
                                                                                         alignment                             alignment
                                                                                         Management and coaching of top Management and coaching of top              In Western Europe, executives said that over half of their deals were
                                                                                         team development and capabilities team development and capabilities
                                                                                                                                                                    cross-border (56 per cent). However, almost half (48 per cent) said that, in some
                                                                                         Assessment of emotional               Assessment of emotional
                                                                                         intelligence for new organization     intelligence                         cases, the integration did not work out as well as expected. The biggest barriers
                                                                                         competencies                          for new organization competencies    were leadership and culture. Despite this, almost three-quarters (71 per cent)
              We partner with clients to work with                                       Assessment of climate created by      Help to implement climate change     said that they would not change their integration strategy for future deals.
                                                                                         leadership                            (where required) created by
              them through each stage of the                                                                                   leadership                           Executives in Asia also admit a low level of success in MA (North Asia 40 per
              deal process. From market screening                                        Creation of succession plans for
                                                                                         new organization
                                                                                                                               Delivery of succession plans for
                                                                                                                               new organization                     cent and South Asia 45 per cent). However, there is a much more positive attitude
              through to post-merger integration,                                        Structuring of performance            Structuring of reward information    towards trying something new. Half of North Asian respondents said that they
                                                                                         management systems                    services                             would change their strategy the next time round.
              our consultants bring MA business                                         Analysis of reward liabilities risks, Creation of total reward strategy
              expertise to translate strategic                                           costs and pre-strategy direction                                           One possible explanation is the importance that Asian markets place on cultural
                                                                                         Compensation planning for             Compensation planning for            ‘rules’ based on acting in the interests of the group. By contrast, western markets
              objectives into real action – we help                                      executives                            executives
                                                                                                                                                                    place greater emphasis on the individual, and here executives are more welcoming
                                                                                         Development of govenance              Development of govenance
              clients implement their ‘blueprints’                                       structure and compensation            structure and compensation           to imposed changes.
                                                                                         Implementation plan for               Implementation plan for
              and ‘roadmaps’.                                                            compensation and benefits             compensation and benefits
                                                                                         programme                             programme
                                                                                                                               Implemention of performance
                                                                                                                               management systems




© 2010 Hay Group. All rights reserved
18 The silver bullet of success: winners and losers in the MA game                                                                                 19




                                                   Conclusion
                                                   Too much MA activity fails to deliver the value expected.
                                                   In a large part, this is due to neglect of the importance of
                                                   intangible capital – the organizational’, relational’ and
                                                   ‘human’ capital of the enterprise.
                                                   Senior leaders brought up in a world that values hard numbers pay much attention
                                                   to business fundamentals: the balance sheet, and the revenues of each business unit.
                                                   A large part of due diligence is often left to finance departments, whilst intangible
                                                   capital, and particularly organizational culture, is seen as a soft – and therefore relatively
                                                   unimportant – issue. There are some notable differences across the world – notably
                                                   in Asia where the whole is often valued more than the individual – but, by and large,
                                                   all organizations could see greater success in their MA activity by paying greater
                                                   attention to the integration of intangibles.

                                                   This requires a different approach to integration, with new capabilities and talents
                                                   exhibited by people who are able to recognize and overcome the four barriers to
                                                   integration – culture, leadership, customers and governance. Soft issues they may
                                                   appear, but they are hard to manage, especially with cross-border transactions that
                                                   involve radically different environments.

                                                   However, for those that dare to pull the trigger, the rewards of MA remain as high
                                                   as ever. But unless intangible capital gets the senior executive attention it deserves,
                                                   value will remain untapped and could even be destroyed. As industry analysts say,
                                                   three-quarters of deal value lies in intangible capital. Very few organizations pay it
                                                   that much attention – or sadly, anywhere near.




© 2010 Hay Group. All rights reserved
20 The silver bullet of success: winners and losers in the MA game                                                                                                                                                21




Contact us for more information


                                                                                                                                                                “
Global                                                Africa                                               Asia Pacific
David Derain joined Hay Group in 1994.
Based in Paris, he is currently MA director
                                                      Malcolm Pannell is an associate director
                                                      based in Johannesburg, South Africa and heads
                                                                                                           Gaurav Lahiri joined Hay Group in 2000 initially
                                                                                                           in Singapore, then transferred to Melbourne              W
                                                                                                                                                                     e partner with clients to work with
globally. He has extensive experience in              up the practice that includes MA work. He           before going on to set up Hay Group’s practice
managing global projects specializing in
MA risk management and integration.
                                                      has extensive experience across a number of
                                                      industries in restructuring and organizational
                                                                                                           in India. Based in Singapore, he has a special
                                                                                                           focus on MA, working with clients to align
                                                                                                                                                                    them through each stage of the deal
Contact: david_derain@haygroup.com                    effectiveness. In particular he has experience
                                                      in supporting international MA projects in
                                                                                                           their organizations with their strategic agenda.
                                                                                                           Contact: gaurav_lahiri@haygroup.com
                                                                                                                                                                    process. From market screening through
Europe and Middle East (EME)                          the beverages and financial services sectors,
Deborah Allday joined Hay Group in                    specifically in the dimensions of organization       Brian Langham joined Hay Group in 1986 initially         to post-merger integration, our consultants
2004. She is based in London and heads up             structuring, culture and executive rewards.          in the UK, moving to Singapore in 2008. During
Hay Group’s MA work in EME. Deborah works
with CEOs and their top teams to increase
                                                      Contact: malcolm_pannell@haygroup.com                his lengthy consulting career he has worked on
                                                                                                           a variety of MAs in both UK, Europe and globally.
                                                                                                                                                                    bring MA business expertise to translate
shareholder returns by improving their
delivery of post-integration cost-reduction
                                                      North America
                                                      George McCormick is a director based at
                                                                                                           He is now regional director for the ‘building
                                                                                                           effective organizations’ practice in Asia.               strategic objectives into real action –
and growth benefits.                                  Hay Group’s Boston office. George’s expertise        Contact: brian.langham@haygroup.com
Contact: deborah_allday@haygroup.com                  includes the management of merger and                                                                         we help clients implement their ‘blueprints’

                                                                                                                                                                                    ”
                                                      acquisition support projects, providing guidance     Henriette Rothschild is the general manager
Claude Dion joined Hay Group in 1995 and
has 25 years experience in consulting mainly
                                                      to executives formulating and executing
                                                      strategies and supporting client teams
                                                                                                           for Hay Group Pacific. Based in the Melbourne
                                                                                                           office she also heads up Hay Group’s MA work
                                                                                                                                                                    and ‘roadmaps’.
on organizational effectiveness and business          responsible for functional reorganizations.          in this region. She specialises in organizational
management to restructure companies. He is            Contact: george_mccormick@haygroup.com               change consulting and aligning teams and
currently responsible for business development                                                             individuals with the organization’s strategy and
in CEE countries and works extensively in MA         David Tait is a director based at Hay Group’s        purpose. Henriette has delivered successful
post-merger deals.                                    Toronto office. Over the past several years          business solutions working with boards, CEOs
Contact: claude_dion@haygroup.com                     David has worked with clients undergoing             and executive teams from a wide range of
                                                      significant strategic changes including those        organizations.
Frédéric Lhereec joined Hay group in 2004.            brought about by mergers and acquisitions.           Contact: henriette_rothschild@haygroup.com
Based in Paris, he heads up MA activities in         He specializes in assisting clients design and
France. He has extensive experience on MA            implement strategies to enter new markets.           The Hay Group global RD centre
and organizational transformation projects            Contact: david_tait@haygroup.com                     for strategy execution
mainly in the pharmaceutical, oil and gas and                                                              Based in Singapore, Hay Group has established
telecoms sectors. Prior to joining Hay Group,         South America                                        a global RD centre for strategy execution which
Frédéric was the director and the founder of          Jean-Marc Laouchez is the South America director     researches best practices in strategy execution
a start-up focused on Business Intelligence           of Hay Group’s building effective organizations      globally. Achieving effective MA integration
software.                                             (BEO) practice and a member of its global            is one of research programmes being conducted
Contact: frederic_lhereec@haygroup.com                team. Within this role he is responsible for the     during 2010.
                                                      development and delivery of MA projects.            Contact: andreas_raharso@haygroup.com
                                                      Jean-Marc has in-depth experience in helping
                                                      clients during their MA transactions including:
                                                      pre-closing negotiations, cross-border deals,
                                                      assessing and managing the intangible capital and
                                                      developing solutions which deliver cost synergies.
                                                      Contact: jean-marc_laouchez@haygroup.com




© 2010 Hay Group. All rights reserved
Africa                     Helsinki                    Edmonton
Cape Town                  Istanbul                    Halifax
Johannesburg               Kiev                        Kansas City
Pretoria                   Lille                       Los Angeles
                           Lisbon                      Mexico City
Asia                       London                      Montreal
Bangkok                    Madrid                      New York Metro
Beijing                    Manchester                  Ottawa
Hong Kong                  Milan                       Philadelphia
Jakarta                    Moscow                      Regina
Kuala Lumpur               Oslo                        San Francisco
Mumbai                     Paris                       San Josè (CR)
New Delhi                  Prague                      Toronto
Seoul                      Rome                        Vancouver
Shanghai                   Stockholm                   Washington DC Metro
Shenzhen                   Strasbourg
Singapore                  Vienna                      Pacific
Tokyo                      Vilnius                     Auckland
                           Warsaw                      Brisbane
Europe                     Zeist                       Canberra
Athens                     Zurich                      Melbourne
Barcelona                                              Perth
Berlin                     Middle East                 Sydney
Bilbao                     Dubai                       Wellington
Birmingham                 Tel Aviv
Bratislava                                             South America
Bristol                    North America               Bogota
Brussels                   Atlanta                     Buenos Aires
Bucharest                  Boston                      Caracas
Budapest                   Calgary                     Lima
Dublin                     Charlotte                   Santiago
Frankfurt                  Chicago                     Sao Paulo
Glasgow                    Dallas




Hay Group is a global management consulting firm that works with
leaders to transform strategy into reality. We develop talent, organize
people to be more effective and motivate them to perform at their
best. Our focus is on making change happen and helping people
and organizations realize their potential.

We have over 2600 employees working in 85 offices in 47 countries.
Our clients are from the private, public and not-for-profit sectors,
across every major industry. For more information please contact
your local office through www.haygroup.com

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Winners and losers in the M&A game

  • 1. The silver bullet of success Winners and losers in the M&A game For those that dare to pull the trigger; the rewards of M&A remain as high as ever. But unless ‘intangible capital’ gets the senior executive attention it deserves, value will remain untapped and could even be destroyed. Hay Group’s latest research takes a look at the barriers and the silver bullet of success… >>
  • 2. 2 The silver bullet of success: winners and losers in the M&A game 1 Contents The gamble 3 Executive summary 5 The silver bullet 5 Gambling with intangibles never pays 8 Fool’s gold 11 The barriers to integration: four clear issues 12 Conclusion 18 Contact us for more information 20 © 2010 Hay Group. All rights reserved
  • 3. 2 The silver bullet of success: winners and losers in the M&A game 3 “ Looking at the intangibles today is what will make the deal valuable tomorrow. “ David Derain | Global M&A director | Hay Group The gamble The global economic meltdown has radically changed the deal landscape. Research findings from Hay Group reveal that there are several critical success factors for all executives to keep in mind which make the difference between winning and losing in the M&A game. Whilst the collapse of debt-fuelled financing put the brakes on M&A activity, the virtual disappearance of private equity investors, reduction of sovereign fund investment and a rush to divest non-core assets to shore up balance sheets, has increased opportunities for strategic M&A investments. And, as always with M&A, the stakes are high. Has deal-making become a game of Russian roulette for those who pulled the trigger and chased cheap deals? This is what led Hay Group to look again at how executives are maximizing value from their M&A activities. Are businesses now paying a higher price than they expected? Partnering with mergermarket, part of the FT Group, we asked global business leaders about their experiences of integrating newly acquired businesses. Our research revealed that those actually running businesses were not necessarily aligned with shareholders on the rationale of mergers or acquisitions. Whilst half of respondents said growth was a driver for M&A activity, only four per cent aimed to increase shareholder value through deal-making. © 2010 Hay Group. All rights reserved
  • 4. 4 The silver bullet of success: winners and losers in the M&A game 5 Executive summary Intangibles matter Yet the executives we surveyed suggest n C ompanies underestimate intangible capital E xecutives surveyed that no more than a third of value is Executives typically value intangible capital – including culture and customer responded that they spend In reality, deals often fail to reach attributable to such intangible capital. relationships – at just 30 per cent of market capitalization, not the 75 per cent anywhere near the potential expected And although there is an improvement only a quarter of them. Analysts say that the value in recognition of the importance that analysts expect. of deal time identifying of a business linked to organizational, of intangible capital to longer-term n B uyers risk damaging deal value and managing the risk relational or human capital – the integration success, they spend only – By underestimating intangible value, they allocate insufficient resources to intangibles, should be in the region of a quarter of deal time identifying protecting it during integration. to intangible capital. 75 per cent1 of market capitalization. and managing such risk. – Just 38 per cent of companies conduct cultural due diligence. n M anagement of intangible capital influences integration success Companies that reviewed intangibles during due diligence are more than twice About the research as likely to consider their merger a success compared with those who did not. Hay Group’s global research program was conducted in conjunction with n P oor management of intangible capital has major consequences ‘mergermarket’ (part of the FT group), and questioned more than 560 senior Executives struggle with: management level executives with experience of MA transactions worth at – cultural integration least $500m over the past three years. – leadership changes Respondents were drawn from disciplines including corporate finance, strategy, – understanding the target company’s customers MA, finance, risk, operations, IT and HR and included board-level executives – governance. in sectors such as financial services, industrials, energy, mining and utilities, n D ealing with intangible capital is considered to be more challenging in consumer and retail, technology, media and telecommunications, pharmaceutical, cross-border transactions. medical and biotech and business services. n T wo thirds of respondents (66 per cent) believe an increased focus on intangible capital would improve merger success. n M ost business leaders (61 per cent) plan to increase their focus on intangibles but need guidance on how to capture data about intangible capital during MAs. 1 Source: Ocean Tomo research LLC © 2010 Hay Group. All rights reserved
  • 5. 6 The silver bullet of success: winners and losers in the MA game 7 The silver bullet Distress-driven, transactions are frequently conducted in tight timeframes. As a result, due diligence isn’t always diligent enough when deals are conducted at such speed. Figure one Furthermore, there is often a heavy The Hay Group model of ‘Intangible Organizational capital Relationship capital Human capital I ntangible capital focus on the financials – leading to capital’ consists of three elements: an incomplete view of the value of the ‘organizational’, relational’ and ‘human’ Culture and market convergence Brand Leadership consists of three elements: n Shared values, attitudes, beliefs and n External and internal image and n Clear vision established and company being acquired. Consequently capital, as detailed in figure one. customs reputation communicated ‘organizational’, ‘relational’ the handling of ‘intangible capital’, the n All that touches the customer n onflicts of interests coordinated C Governance and ‘human’ capital. silver bullet that is critical for success – Executives must take time to evaluate n Aligned business processes experience and balanced for all stakeholders does not always get the attention it merits. intangibles right from the start of n eam commitment and employee T n Clear and effective governance Client intimacy recognition MA activity. However, because Agility n Knowledge of the client it easy to identify and manage risks n Market coverage Employees What is intangible capital? n Capacity to manage internal n High potentials identified, to tangible assets and difficult to business transformation Client loyalty developed and rewarded n eact quickly to new market R n lient satisfaction C Most 90-day deal implementation plans audit intangible capital, priorities n Strong commitment, loyalty and demands n Low turnover and high rate of aim to achieve quick wins by integrating can remain focused on the former. referrals valued by the organization ‘hardwiring’ – the tangible assets such The consequences can be severe. Communication and teaming Development and management n illing to share information W External networks as IT, financial systems and property If intangible capital is disregarded, n Simple channels/information flow n Strong relationships with suppliers n New skills, knowledge, leadership portfolios. But aligning intangible integration languishes and the styles aquired with training and distributors and other partners or Energy and clarity coaching capital or ‘soft wiring’ is more difficult. synergies fail to materialize. centers of influence n Communicated and understood Engagement business strategy Internal networks n mployee empowerment and E n Clear direction for people to n ffective internal communication E degree of attachment to the mobilize their energy n High impact cross functional teams company n nabling relationships across E Organizational structure organizational and geographic Productivity n ffectiveness of the organization to E boundaries n fficient management of costs, E deliver the strategy resources and time Tacit ‘know-how’ and information n illingness to innovate W n Unpatented intellectual property © 2010 Hay Group. All rights reserved
  • 6. 8 The silver bullet of success: winners and losers in the MA game 9 Figure two: The estimated value of intangible capital (per cent) n Overall, respondents believe given by respondents: international trends about 30 per cent of their own company’s market capitalization Overall 30 is tied up in intangible capital. India 42 n In India, respondents believe CEE 38 this to be as high as 42 per cent, South East Asia 37 whilst North Asia executives say Western Europe 33 it is as low as 12 per cent. Gambling with intangibles never pays Latin America 32 US and Canada 30 Corporate buyers typically value intangible capital of acquired Australia and New Zealand 20 North Asia 12 companies far lower than that calculated by industry analysts. Figure three: In the Hay Group survey, executives leaders believe an increased and earlier Would an increased and earlier focus on the ‘Yes’ By undervaluing valued intangible capital, including focus on intangibles throughout the intangibles during the MA process have (per cent) intangibles, buyers governance, brand behaviors, customer deal lifecycle would improve deal success improved the success of the MA? and supplier networks, leadership Overall 66 risk destroying value. n almost two-thirds (61 per cent) plan or culture at just 30 per cent of their to increase the focus on intangible India 89 Rewards come to those target’s total market capitalization. capital in their next transaction. CEE 86 who measure, evaluate In contrast, analysts value intangible capital Hay Group experience illustrates South East Asia 81 and value intangibles. at closer to 75 per cent of market value in the benefits of taking a wider view. Latin America 75 stable market conditions (figure two). Whilst aligning cultures is undoubtedly North Asia 68 important to deal success, customers By undervaluing intangibles, buyers risk are paramount. Success means: Australia and New Zealand 62 destroying value. Rewards come to US and Canada 54 n aligning approaches to customer those who measure, evaluate and value Western Europe 52 relationship management intangibles. Yet in our survey: n retaining individuals who manage n nearly a third of buyers (31 per cent) did Figure four: mission-critical customer or supplier not carry out a formal intangibles review On average, executives allocate relationships Time for intangibles? Time Spent n n of those who did, 70 per cent considered (per cent) just a quarter (25 per cent) of n integrating brand value and their time to the integration of their merger to be a success Overall 25 behaviors, particularly for front-line, intangibles. This is out of step n two-thirds (66 per cent) of business customer-facing employees. South East Asia 33 with its value. CEE 31 India 28 Latin America 25 Western Europe 25 North Asia 18 US and Canada 18 Australia and New Zealand 18 © 2010 Hay Group. All rights reserved
  • 7. 10 The silver bullet of success: winners and losers in the MA game 11 Fool’s gold As deals became faster, executives failed to spend time managing the risks to intangible capital. When polling respondents, Hay Group found that, where it was considered at all, intangible capital was often an after-thought. The gamble of financial Hay Group global MA director a back seat. However, now we are seeing gain can rapidly turn into David Derain says: “Many recent financial the fallout of poorly planned integration fool’s gold if intangibles deals have been decided rapidly, often in of intangibles as ‘one organization’ still a matter of days. Due diligence around operates as two, with subsequent brand are neglected during intangible capital, never very thorough confusion and loss of key talent.” due diligence. in the best of times, takes even more of MA success or failure – who decides? Hay Group asked executives if they measured the ‘health’ of completed MA deals. Almost half (49 per cent) said their financial department checks what shape the company is in, leaving wide margins for error and misinterpretation on just how well the company has integrated. The finances may look good but just what has happened to the culture and morale of staff 12 months down the line? Worryingly only 31 per cent ask their board or CEO about their impressions of integration across the broader company, not just financials. Eighty per cent of respondents in Australia and New Zealand said the finance department takes the lead, possibly because they have conducted less complex deals in this region. A similar reliance on finance takes place in CEE (64 per cent), Western Europe (60 per cent) and the US and Canada (56 per cent). Businesses in Asia are more likely to look to their board or CEO to investigate the health of the newly intergrated organization (55 per cent). © 2010 Hay Group. All rights reserved
  • 8. 12 The silver bullet of success: winners and losers in the MA game 13 The largest obstacles in MA The barriers to integration: four clear issues Barrier two: Leadership Problems with internal relationships, resistance to change and unwillingness deals MA activity necessarily results in to collaborate across organizational lines Difficulties meshing the culture Barrier one: Culture The difficulty is that during due diligence, feature regularly in dysfunctional mergers. and market of the target leadership changes as integration takes buyers might not have sufficient access Frequently it takes too long to determine company place. How such changes are handled Dealing with cultural issues of the to the target organization to assess which roles and people should stay, or is the next major hurdle. Handling the change in target company is the biggest challenge cultural fit. Even if they do, culture decisions can be made on inappropriate leadership with the target to successful post-merger integration, is often regarded as a ‘soft’ issue, not criteria, such as judging leadership capacity company A common mistake is to send according to Hay Group research. This worthy of serious analytic thought. This on an individual’s personal presence, contradictory messages through the Fully understanding the issues is a complex issue and during MA, is a mistake. As Deborah Allday, MA rather than their capabilities in managing selection of individuals for key positions. regarding the target company’s three elements of culture – national, director, Hay Group UK says: “You might MA integration. CEOs can too easily promote those customer base organizational and management culture win the minds of your employees, but it they favor, not those that are most suited Issues around governance – must be considered. takes a long time to win their hearts.” About half of respondents in our to implementing a successful integration. within the target company Mergers are about the relationships, research (52 per cent) reviewed leadership both formal and informal, that are capabilities during due diligence. It is forged as two distinct enterprises come not enough. If leadership is fundamental together. Collaborative, empathetic to success, the figure should be nearer skills are required. 100 per cent. Instead we see executive focus shift after due diligence towards the running of the business rather than Figure five the mechanics of integration. n Only 38 per cent of overall respondents Have you ever used/do you ‘Yes’ have ever used or habitually undertake undertake cultural due (per cent) diligence when conducting cultural due diligence. However, among MA? the 62 per cent of respondents that do not undertake it, a third express a Overall 38 desire or willingness to do so in future, US and Canada 57 especially on cross-border transactions. North Asia 51 n Cultural due diligence is most extensively South East Asia 48 employed by US and Canada respondents Figure six CEE 45 (57 per cent). What they say When in the process did Overall Latin America 39 n It is used by only 28 per cent of you pay attention to (per cent) Australia and New Zealand 37 respondents from Western Europe. “If people are unhappy with the new leadership it does create a lot of post leadership and installing A UK respondent claims that because integration issues.” a new management team? Western Europe 28 their MA deals have been “in North Head of MA | Financial services company | Singapore Screening 36 India 28 America, there is no cultural change.” Due diligence 52 An Italian respondent says that previously “If you don’t plan the new management team you will have uncertainty in they didn’t believe that cultural issues the organization and you will lose key people and client relationships.” Pre-closing down-time 48 were important. “It was a mistake. Senior vice president – MA | TMT company | United States Post-closing 90 days 33 We will do it in the future.” © 2010 Hay Group. All rights reserved
  • 9. 14 The silver bullet of success: winners and losers in the MA game 15 Barrier three: Integrating account management and procedures such Both companies will the customer base as sales processes differently. Throughout handle CRM differently. integration, customers must be at the heart Following issues around culture and of operation. It is vital therefore to leadership, getting the most from the consider how client target company’s customer base is ranked Barrier four: Corporate governance relationships will as the next major obstacle for executives. Uncertainty around corporate governance, be maintained. particularly where accountabilities are After integration, executives can focus on internal matters to the detriment of unclear or the operating model is in flux customers. At a time when customers can cripple organizations. It is the fourth worry about continued service levels, this biggest barrier to integration success. is concerning and, as both customers and employees read press coverage, rumour can Driven by legislation, the need for tax obscure fact. As employees communicate efficiency as well as the need to bring together two different sets of processes, Process and timing with customers all the time, there is much scope for misinformation and mishandling. the newly merged entity will require There is a tipping point of about seven months (230 days, on average) when new governance procedures. For key it comes to intangible capital impacting a company’s bottom line. These seven Accordingly, during due diligence it is senior individuals, changes in governance months are the honeymoon period and defines whether the marriage is in vital to consider how client relationships can result in a loss of autonomy and shape for the long-term. will be maintained. Both the acquiring decision-making power. So retention Our research shows that once senior executives have established the company and that being acquired will strategies may be required if key people integration leadership team, they give them very little time to demonstrate handle client relationship management, are not to leave for new opportunities. results. Integration success – or otherwise – is often judged in just under a year. Thirty-eight per cent of companies said they expected to see shareholder value returns increase within 12 months. By focusing on short-term goals, they could be derailing long-term success. Consequently, executives focus on new concerns before the company is What they say operating on strong foundations. It is too fast. The conditions need to be in “The other company might tell you that they have fantastic client relationships, but place beyond year one to continue the integration and alignment of both the There is a tipping point after acquiring the company, when you actually sit down and look at it, the client intangible and tangible capital. of about seven months relationship network may not have been correctly portrayed by the other company.” During due diligence and pre-closing, leaders are conscious of the need to (230 days, on average) Finance director | Financial services company | Malaysia plan for certain areas of intangible integration. But this interest declines in the three months following the first crucial ninety days after deal closure, with only when it comes to “Client relationships are totally connected to management of risk… There should be a around a third of executives attending to issues such as structure and leadership. intangible capital substantial analysis of this relationship and how to maintain it after the acquisition. It is essential for the success of the acquisition that you keep them happy.” Executives need to maintain focus on intangibles so that they set up the right impacting a company’s Director | Real estate company | France conditions for successful integration long after the deal has been closed. bottom line. © 2010 Hay Group. All rights reserved
  • 10. 16 The silver bullet of success: winners and losers in the MA game 17 Helping clients to navigate through the multiple priorities during each stage of the deal process: Marketing screening Due diligence Pre-closing Post-merger integration Regional perspective: east versus west Clarification of the merger Clarification of the merger Clarification and communication Communication of the merger strategy strategy of the merger strategy strategy Travelling the world – is Asia the new road for success? Assessment of the operating Assessment of the operating Creation of governance processes Implementation and integration model model for new organization of the operating model The historical and political landscape shapes how people behave and interact Analysis of cultural compatibility Analysis of cultural compatibility Analysis of cultural compatibility Building of organization structure socially and professionally. Our research has seen this in the way executives take and modelling and alignment with job design business decisions both before and after deal integration. Research into corporate Review and assessment of top Research into corporate reputation Implementation of cultural reputation team capabilities compatibility and modelling Whilst only seven per cent of respondents believe that in the next two years strategy cross-border deals will decrease, people are increasingly working alongside very Analysis of reward liability and Analysis of reward liabilities, Impact analysis on the customer: Impact analysis on the customer: capability risks and costs pre and post merger post merger comparison different cultures, learning how to get along in order to become one company. Analysis of employee engagement Measurement of employee and effectiveness engagement and effectiveness: Executives in Asia are more likely to be open to adopting and adapting to other pre and post merger cultures than their counterparts in the west. Both organizational agility and Pulse surveys on strategic Pulse surveys on strategic personal flexibility support their new behaviours. alignment alignment Management and coaching of top Management and coaching of top In Western Europe, executives said that over half of their deals were team development and capabilities team development and capabilities cross-border (56 per cent). However, almost half (48 per cent) said that, in some Assessment of emotional Assessment of emotional intelligence for new organization intelligence cases, the integration did not work out as well as expected. The biggest barriers competencies for new organization competencies were leadership and culture. Despite this, almost three-quarters (71 per cent) We partner with clients to work with Assessment of climate created by Help to implement climate change said that they would not change their integration strategy for future deals. leadership (where required) created by them through each stage of the leadership Executives in Asia also admit a low level of success in MA (North Asia 40 per deal process. From market screening Creation of succession plans for new organization Delivery of succession plans for new organization cent and South Asia 45 per cent). However, there is a much more positive attitude through to post-merger integration, Structuring of performance Structuring of reward information towards trying something new. Half of North Asian respondents said that they management systems services would change their strategy the next time round. our consultants bring MA business Analysis of reward liabilities risks, Creation of total reward strategy expertise to translate strategic costs and pre-strategy direction One possible explanation is the importance that Asian markets place on cultural Compensation planning for Compensation planning for ‘rules’ based on acting in the interests of the group. By contrast, western markets objectives into real action – we help executives executives place greater emphasis on the individual, and here executives are more welcoming Development of govenance Development of govenance clients implement their ‘blueprints’ structure and compensation structure and compensation to imposed changes. Implementation plan for Implementation plan for and ‘roadmaps’. compensation and benefits compensation and benefits programme programme Implemention of performance management systems © 2010 Hay Group. All rights reserved
  • 11. 18 The silver bullet of success: winners and losers in the MA game 19 Conclusion Too much MA activity fails to deliver the value expected. In a large part, this is due to neglect of the importance of intangible capital – the organizational’, relational’ and ‘human’ capital of the enterprise. Senior leaders brought up in a world that values hard numbers pay much attention to business fundamentals: the balance sheet, and the revenues of each business unit. A large part of due diligence is often left to finance departments, whilst intangible capital, and particularly organizational culture, is seen as a soft – and therefore relatively unimportant – issue. There are some notable differences across the world – notably in Asia where the whole is often valued more than the individual – but, by and large, all organizations could see greater success in their MA activity by paying greater attention to the integration of intangibles. This requires a different approach to integration, with new capabilities and talents exhibited by people who are able to recognize and overcome the four barriers to integration – culture, leadership, customers and governance. Soft issues they may appear, but they are hard to manage, especially with cross-border transactions that involve radically different environments. However, for those that dare to pull the trigger, the rewards of MA remain as high as ever. But unless intangible capital gets the senior executive attention it deserves, value will remain untapped and could even be destroyed. As industry analysts say, three-quarters of deal value lies in intangible capital. Very few organizations pay it that much attention – or sadly, anywhere near. © 2010 Hay Group. All rights reserved
  • 12. 20 The silver bullet of success: winners and losers in the MA game 21 Contact us for more information “ Global Africa Asia Pacific David Derain joined Hay Group in 1994. Based in Paris, he is currently MA director Malcolm Pannell is an associate director based in Johannesburg, South Africa and heads Gaurav Lahiri joined Hay Group in 2000 initially in Singapore, then transferred to Melbourne W e partner with clients to work with globally. He has extensive experience in up the practice that includes MA work. He before going on to set up Hay Group’s practice managing global projects specializing in MA risk management and integration. has extensive experience across a number of industries in restructuring and organizational in India. Based in Singapore, he has a special focus on MA, working with clients to align them through each stage of the deal Contact: david_derain@haygroup.com effectiveness. In particular he has experience in supporting international MA projects in their organizations with their strategic agenda. Contact: gaurav_lahiri@haygroup.com process. From market screening through Europe and Middle East (EME) the beverages and financial services sectors, Deborah Allday joined Hay Group in specifically in the dimensions of organization Brian Langham joined Hay Group in 1986 initially to post-merger integration, our consultants 2004. She is based in London and heads up structuring, culture and executive rewards. in the UK, moving to Singapore in 2008. During Hay Group’s MA work in EME. Deborah works with CEOs and their top teams to increase Contact: malcolm_pannell@haygroup.com his lengthy consulting career he has worked on a variety of MAs in both UK, Europe and globally. bring MA business expertise to translate shareholder returns by improving their delivery of post-integration cost-reduction North America George McCormick is a director based at He is now regional director for the ‘building effective organizations’ practice in Asia. strategic objectives into real action – and growth benefits. Hay Group’s Boston office. George’s expertise Contact: brian.langham@haygroup.com Contact: deborah_allday@haygroup.com includes the management of merger and we help clients implement their ‘blueprints’ ” acquisition support projects, providing guidance Henriette Rothschild is the general manager Claude Dion joined Hay Group in 1995 and has 25 years experience in consulting mainly to executives formulating and executing strategies and supporting client teams for Hay Group Pacific. Based in the Melbourne office she also heads up Hay Group’s MA work and ‘roadmaps’. on organizational effectiveness and business responsible for functional reorganizations. in this region. She specialises in organizational management to restructure companies. He is Contact: george_mccormick@haygroup.com change consulting and aligning teams and currently responsible for business development individuals with the organization’s strategy and in CEE countries and works extensively in MA David Tait is a director based at Hay Group’s purpose. Henriette has delivered successful post-merger deals. Toronto office. Over the past several years business solutions working with boards, CEOs Contact: claude_dion@haygroup.com David has worked with clients undergoing and executive teams from a wide range of significant strategic changes including those organizations. Frédéric Lhereec joined Hay group in 2004. brought about by mergers and acquisitions. Contact: henriette_rothschild@haygroup.com Based in Paris, he heads up MA activities in He specializes in assisting clients design and France. He has extensive experience on MA implement strategies to enter new markets. The Hay Group global RD centre and organizational transformation projects Contact: david_tait@haygroup.com for strategy execution mainly in the pharmaceutical, oil and gas and Based in Singapore, Hay Group has established telecoms sectors. Prior to joining Hay Group, South America a global RD centre for strategy execution which Frédéric was the director and the founder of Jean-Marc Laouchez is the South America director researches best practices in strategy execution a start-up focused on Business Intelligence of Hay Group’s building effective organizations globally. Achieving effective MA integration software. (BEO) practice and a member of its global is one of research programmes being conducted Contact: frederic_lhereec@haygroup.com team. Within this role he is responsible for the during 2010. development and delivery of MA projects. Contact: andreas_raharso@haygroup.com Jean-Marc has in-depth experience in helping clients during their MA transactions including: pre-closing negotiations, cross-border deals, assessing and managing the intangible capital and developing solutions which deliver cost synergies. Contact: jean-marc_laouchez@haygroup.com © 2010 Hay Group. All rights reserved
  • 13. Africa Helsinki Edmonton Cape Town Istanbul Halifax Johannesburg Kiev Kansas City Pretoria Lille Los Angeles Lisbon Mexico City Asia London Montreal Bangkok Madrid New York Metro Beijing Manchester Ottawa Hong Kong Milan Philadelphia Jakarta Moscow Regina Kuala Lumpur Oslo San Francisco Mumbai Paris San Josè (CR) New Delhi Prague Toronto Seoul Rome Vancouver Shanghai Stockholm Washington DC Metro Shenzhen Strasbourg Singapore Vienna Pacific Tokyo Vilnius Auckland Warsaw Brisbane Europe Zeist Canberra Athens Zurich Melbourne Barcelona Perth Berlin Middle East Sydney Bilbao Dubai Wellington Birmingham Tel Aviv Bratislava South America Bristol North America Bogota Brussels Atlanta Buenos Aires Bucharest Boston Caracas Budapest Calgary Lima Dublin Charlotte Santiago Frankfurt Chicago Sao Paulo Glasgow Dallas Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop talent, organize people to be more effective and motivate them to perform at their best. Our focus is on making change happen and helping people and organizations realize their potential. We have over 2600 employees working in 85 offices in 47 countries. Our clients are from the private, public and not-for-profit sectors, across every major industry. For more information please contact your local office through www.haygroup.com