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Currently viewing the tag: "Mergers"

M&A Turnaround Strategy 1The impact of the global pandemic, volatile stock markets, and slowed economic outlook across the globe has hurt the performance of enterprises across the world.  The scenario has forced leaders to consider undertaking Transformation of their strategy and operations significantly.

The strategy to buy out troubled businesses and determining to fix the issues that upset the target companies has been a focus of Buyers’ senior leadership for the past 2 decades.  In the year 2017 alone, 36,000 M&A (Mergers & Acquisitions) transactions were announced globally.  Acquisition of troubled businesses hoping to have a Turnaround account for around 50% of all M&A deals.

A Turnaround can be defined as the financial recovery of an economy or an organization after a period of inertia or Downturn.  Several issues trigger a Downturn—issues pertaining to technological disruption, regulations, processes, organization’s financial health, management, business model, hierarchy, or competition.

The ratio of success for M&As is, however, not very healthy.  Historical data of 61% of M&A deals based on a BCG’s study, carried out on 1400 M&A deals globally between 2005 and 2018, shows a high failure rate (61%), where they remained unsuccessful to show any improvement in financial performance.

The ones that do succeed offer significant revenue growth and profit margins—around 25% positive variance in TSR than unsuccessful M&As.  However, buying and fixing a business under the weather isn’t an easy job.  This necessitates a meticulous strategy.

In order to materialize a Turnaround, the leadership needs to thoroughly understand the root cause(s) of the Downturn, have a willingness and plan to reform or transform, and rigorously implement the strategy to rectify the situation (Transformation Execution).

Empirical Research demonstrates that the triumph of M&A Turnaround deals is attributable to 6 Critical Success Factors:

  • Investment in R&D
  • Long-term Horizon
  • Clear Purpose
  • Investment in Transformation
  • Synergy Targets
  • Quickness to Action

Deployment of a combination of these CSFs bring about more pronounced outcomes—in terms of positive 3-year TSR and overall Organizational Performance.

A robust M&A Turnaround Strategy—based on lessons learnt from empirical research—revolves around 4 key M&A Deal Characteristics.  These M&A deal characteristics have a profound impact on the outcome of the transaction:

  1. Level of Performance
  2. Sector Alignment
  3. ESG Factors
  4. Deal Size

Knowledge of these key Deal Characteristics allow the senior leadership to ascertain the factors liable to affect the deal outcomes.  Now, let’s discuss the first 2 deal characteristics in a bit detail.

Level of Performance

The performance of the Target company during 2 years pre-deal is a key point to consider for a M&A, as it is directly proportional to the deal success rate and Total Shareholder Return.  BCG’s research demonstrates that M&A transactions where the target entity had a 2-year TSR decline of lower than 10% were liable to be more successful than deals where target companies were in more distress (a decline of ~30% or more).

Sector Alignment

Senior leaders should not ignore the significance of uniformity of sectors of the target and acquiring company.  Based on research, the rate of success for an acquisition transaction involving the buyer and the target operating in the same industry is 5% superior to the rate for transactions involving the companies from different sectors.  The reason for this higher success rate is attributed predominantly to similar business models, customers, vendors, and processes in firms of the same sector, which make the Post-merger Integration of the buyer and target a lot easier.

Interested in learning more about the other characteristics influencing the outcome of an M&A deal?  You can download an editable PowerPoint presentation on M&A Turnaround Strategy here on the Flevy documents marketplace.

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8662133692?profile=RESIZE_400xA significant number of Mergers remain unsuccessful, because companies do not employ a thorough and disciplined approach to realizing Post-Merger Integration Synergies.  In reasons for failure, we hear remarks like:

  • Targets were set several months earlier by the top management without consulting the line managers, or taking ground realities into consideration.
  • Assumption base for setting targets was untested.
  • Targets were met but the timeframe for achieving them made them ineffective—in terms of diminished returns, shareholder disappointment, or depressed share value.
  • Desired Synergies were achieved but at a very high cost or fairly weakened morale.

A disciplined and rational approach to pursuing Merger Synergies is key to successful Post-Merger Integration (PMI).  Companies that authenticate and set pragmatic yet ambitious Post-Merger Integration Synergy targets do the following to exceed targets and achieve substantial share price premium and a significant Competitive Advantage:

  • Advise Integration Leaders on how to aim high.
  • Give managers—responsible for achieving targets—a say in target-setting process.
  • Create detailed plans with built-in accountabilities.
  • Pursue their targets aggressively.

Successful PMI Synergies—be it in Cost OptimizationStrategic Sourcing, Greater Revenues or any other Cost or Revenue realm—have the common characteristic of leaders pursuing synergies with speed, rigor, discipline, and pragmatism with lots of analysis, planning, preparation, and fine-tuning before the close.

Success can be ensured time and again if the 6 Strategies for Post-Merger Integration Synergies are followed to the letter:

  1. Link Due Diligence (DD) and Post-Merger Integration (PMI)
  2. Leverage Clean Teams
  3. Establish Stretch Targets
  4. Rapidly Iterate to Targets
  5. Pursue Both Revenue and Cost Synergies
  6. Institute Performance Management

Implementation of the 6 Synergy Strategies involves adopting High-Engagement and Rapid Iteration approach which yields effective Stretch Target Validation and High Level of Line Accountability.

Let us delve a little deeper into 2 of these PMI Synergy Strategies.

Link Due Diligence (DD) and Post-Merger Integration (PMI)

Linking DD to PMI ensures realistic estimates on part of the DD team thus avoiding formulation of broad-brushed and imprecise Synergies.  Linking also guarantees greater amount of ownership and accountability at the same time enabling more compelling Stretch Targets.  Linking of DD to PMI is necessary because:

  • Under pressure to complete the M&A, Due Diligence teams frame assumptions with little knowledge of the levers influencing Synergies or the challenges involved in achieving them.
  • Due Diligence teams typically project more value in Cost Reduction and enhanced Revenues based on erroneous assumptions—without taking into account either the Operating Model (of the former entities and the freshly created one) or the difference / overlap in Customer Base.

Successful Mergers ensure a harmonized hand-off from Due Diligence teams to Integration Planning teams by ensuring the following:

  • Placing members of the Mergers and Acquisition team on the Post-Merger Integration (PMI) team to produce a greater degree of ownership and continuity.
  • Involving Business Unit Heads in target setting at the Due Diligence stage and ensuring ownership and accountability.
  • Linking of Due Diligence and PMI to enable setting of more profound Stretch Targets.
  • Analyzing and detailing drivers of saving at a high-level for creating Synergy Targets and Ranges which make later improvements possible based on subsequent information. These targets and ranges enable evaluation of potential gains from new company’s Operating Model. 

Leverage Clean Teams

Clean team is an independent group that is tasked with the collection and analysis of sensitive company data—pre-closure—with the guidance of management.  Clean team may comprise of third-party members or employees who can be reassigned out of business in case of deal failure eradicating the risk of compromising confidential information.  Clean team is formed by legal contract based on protocols agreed to by both company’s legal departments.  Clean teams help by:

  • Accelerating PMI planning.
  • Enabling the acquiring company to have a clearer picture of the target company without violating anti-trust regulation or confidentiality agreements.
  • Assessing risks and enabling companies to achieve Synergies faster.
  • Keeping sensitive information of both sides safe—pre-closure—yet embark on planning and preparation even before close in order to save precious time and keep customer confidence high.
  • Aiding companies accomplish 3 core integration activities before closing—compiling wide-range baseline data, vetting Synergy targets, and preparing options for key decisions.
  • Empowering companies to avoid / diminish confusion caused by overlap in client assignments and sales people.
  • Assisting provision of clear information to customers regarding products and services thus avoiding drop in sales.

Interested in learning more about the 6 Strategies for Post-Merger Integration Synergies?  You can download an editable PowerPoint on Post-Merger Integration (PMI): 6 Strategies for Synergies here on the Flevy documents marketplace.

Want to Achieve Excellence in Post-merger Integration (PMI)?

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M&A is an extremely common strategy for growth.  M&A transactions always look great on paper.  This is why the buyer typically pays a 10-35% premium over the of the target company’s market value.

However, when it comes time for the Post-merger Integration (PMI), are we really able to capture the expected value?  Studies show only 20% of organizations capture projected revenue synergies and only 40% capture cost synergies.  Not to mention, the PMI process is typically very painful, drawn out, and politically charged, often resulting in the loss of key personnel.

Learn about our Post-merger Integration (PMI) Best Practice Frameworks here.

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