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The Complete Guide to Mergers and Acquisitions is the ultimate handbook for planning and managing post-merger integration. Packed full of "how to" guidance, tools, templates and resources that have been put to the test on numerous due diligence and integration efforts around the world, The Complete Guide to Mergers and Acquisitions has been the go-to guide for firms seeking to maximize the value of their deals since the release of the first edition in 1999.
Poor integration management virtually ensures that a merger or acquisition will fail to meet financial and strategic goals. The Complete Guide to Mergers and Acquisitions provides the information that enables firms to quickly and prudently capture projected cost and revenue synergies, and to move the combined organization forward. The book addresses strategic deal considerations, due diligence, integration management, people dynamics and cultural integration, common integration mistakes, communications strategies, and provides actionable steps toward creating measurable, positive results throughout the integration process. The updated third edition contains new information and tools to help firms in any industry manage deals of all sizes, including:
Merger and acquisition activity across the globe continues to grow, and is also playing a major role in the development of expanding markets. A well-managed integration effort is essential to success, and failure means a tremendous waste in terms of time and money, as well as the rapid destruction of shareholder value. The Complete Guide to Mergers and Acquisitions: Process Tools to Support M&A Integration at Every Level, Third Edition is an invaluable resource to guide firms in managing M&A integration and maximize the value of their deals.
TIMOTHY GALPIN, PhD is a Clinical Professor of Management at Colorado State University teaching Strategy and Entrepreneurship. His consulting, research, and publishing are in the areas of Mergers and Acquisitions, Leading Sustainable Organizations, Leadership Effectiveness, and Entrepreneurship. Prior to his teaching, Tim gained over 20 years of experience as a management consultant and business manager working with boards and senior management around the world on strategic planning, strategy execution, merger and acquisition integration, divestitures, restructurings, human capital management, business productivity improvement, and organizational culture change. He still consults to firms on these topics.
MARK HERNDON serves as president of M&A Partners, where his practice includes M&A integration strategy and management; building internal M&A capabilities for corporate acquirers; due diligence; culture assessment and integration; and change management, communications, and leadership during periods of disruptive change. Previously, he was president of Parkwood Advisors and U.S. Region Leader for Merger and Acquisition Services with Watson Wyatt Worldwide. Mark also serves as chief knowledge officer for the M&A Leadership Council and as a board director for various private companies and faith-based and charitable organizations. He has presented keynote addresses and concurrent sessions to nearly 400,000 people and is the author of a popular weekly newsletter, Merger Monday Insights, available at www.mapartners.net.
List of Exhibits xiii
Foreword, by Jim Jeffries, cofounder and chairman, M&A Leadership Council xvii
Preface xxiii
The Authors xxix
ONE Integration: Where Deal Value Is Realized 1
Buyer Beware! 2
Factors Contributing to Poor M&A Results 4
Deal Strategy—Then and Now 6
Strategic Deal Rationale: The Eight Cs 8
Serial Acquisitions as a Growth Strategy 9
Integrations Exist on a Continuum 10
Ten Key Recommendations for Maximizing Deal Value 15
Develop a Sustained M&A Capability 18
Be Sure to Avoid the Killer Phrases 19
Chapter Summary 21
Discussion Questions 23
Rapid Assessment Tool 23
TWO The Deal Flow Model: Pitfalls and Best Practices
Throughout the M&A Process 25
The Deal Flow Model 27
Chapter Summary 53
Discussion Questions 54
Rapid Assessment Tool 54
THREE Integration Begins with Due Diligence 57
Due Diligence Should Prevent Surprises 58
Due Diligence Is an Iterative Process 63
Managing Due Diligence as a Rapid Results Project 65
Target or Partner Firm Participation in Due Diligence 67
Prioritize Synergies According to their Impacts on Deal Value 68
Due Diligence and Integration Strategy 70
Due Diligence and Integration Risk Factors 70
Due Diligence and Organizational Culture 73
Due Diligence and Human Resources 79
Due Diligence and Human Capital 83
Chapter Summary 84
Discussion Questions 85
Rapid Assessment Tool 86
FOUR Welcome to the Big Leagues of Change Management 89
OrganizationalDynamics Created by Mergers and Acquisitions 90
Seven Fundamentals of M&A Change Management 92
Chapter Summary 107
Discussion Questions 108
Rapid Assessment Tool 109
FIVE The Merger Integration Work Streams Model 111
The Merger IntegrationWork Streams Model 113
Deploying the Model 124
Chapter Summary 130
Discussion Questions 130
Rapid Assessment Tool 131
SIX Organizing, Involving, and Coordinating Integration Task Forces 133
Establishing the Integration Infrastructure 134
Staffing the Integration Project Team 141
Launching the Planning Process 142
Chapter Summary 164
Discussion Questions 165
Rapid Assessment Tool 166
SEVEN Waging the Communications Campaign 169
Great Ideas and GameWinners 188
M&A Communications: Lessons Learned 191
Chapter Summary 192
Discussion Questions 193
Rapid Assessment Tool 194
EIGHT Don’t Let Them Jump Ship: Retaining and Rerecruiting Your Key People 197
“Me” Issues Dominate 198
Examples of Effective Retention and Rerecruitment 199
Identifying Key Talent 201
UnderstandingWhat Motivates People 202
Developing and Executing a Retention and Rerecruitment Action Plan 206
Retention and Rerecruitment Options and Considerations 213
Chapter Summary 215
Discussion Questions 215
Rapid Assessment Tool 216
NINE Setting the Organization Cures Many Ills:
Structure and Staffing Decisions 219
Common Problems 221
Ten Principles 225
Fair Processes 240
Staffing Process Models 242
Chapter Summary 253
Discussion Questions 254
Rapid Assessment Tool 255
TEN Tracking Success: Merger Measurement Systems 259
Integration Measures 262
Chapter Summary 290
Discussion Questions 291
Rapid Assessment Tool 292
ELEVEN “But They’re So Different”: Cultural Integration 295
The Impact of Culture on NewCo Performance 296
Operationalizing and Managing Cultural Integration 297
Discovering, Designing, and Delivering Cultural Integration 300
Answering Key Questions 304
Sticking to the Cultural Integration Implementation Plan 307
Continuously Manage NewCo Culture 308
Chapter Summary 309
Discussion Questions 310
Rapid Assessment Tool 311
TWELVE Human Capital Integration and the Human Resources Function 313
The “Making StrategyWork” Model 316
Case Studies in Human Capital–Related Integration 319
Chapter Summary 327
Discussion Questions 328
Rapid Assessment Tool 329
THIRTEEN Merger Repair 331
Clear Symptoms 336
Merger Repair Rapid Assessment 338
Two Tracks of Merger Repair 339
Chapter Summary 344
Discussion Questions 345
Rapid Assessment Tool 345
FOURTEEN Taking Your M&A Game to the Next Level 347
Are You Getting Better at M&A? 347
Failing to Protect Your Investment 348
Beware the “Not Invented Here” Syndrome 349
Don’t Fumble at theGoal Line 350
Enterprise-Level M&A Competency Model 351
How Does Your Integration Stack Up? 356
Does It Work? 357
Chapter Summary 360
Discussion Questions 360
Rapid Assessment Tool 361
Resource A: Sample Task Force Charter 365
Resource B: Integration Planning Template 373
Resource C: Executive Summary—The State of M&A Integration Effectiveness Survey, 2014 393
References 417
Index 429
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