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Making Mergers
Work: Lessons from a Great General
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By any measure, 1998 was the biggest year ever for mergers
and acquisitions, with 23,000 deals valued at approximately
$2.5 trillion. If the economy does not falter, this trend
is likely to continue because, when successfully engineered,
mergers enable two companies to achieve strategic and financial
objectives neither could attain independently.
Unfortunately, reality can fall considerably short of promised
potential. Despite current "merger mania," surveys show that
one-half to three-quarters of all mergers fail to achieve
lower costs and increased market share. While the announcement
of the merger may be trumpeted in the headlines, in actuality
fifty percent of all acquisitions eventually end in divestiture.
And increasingly, experts are attributing these dismal results
to a failure of post-merger integration.
The challenge is how to successfully integrate separate organizations
with different cultures, management, systems, and compensation
structures into one organization poised to take advantage
of the resulting financial and market strength. These concerns
are no different than those faced by U.S. General George C.
Marshall during World War II when given the task of preparing
the combined armies for the largest military effort in human
history.
General Marshall credits much of his success to his non-partisan
position and his deep concern about the human dimension of
soldiering. He traveled around the world to see officers and
front-line soldiers, taking careful note of their concerns
and comments. As he himself said, "To issue an edict or regulation
would probably do more harm than good. The job must be a personal
one, to be effected slowly." General Marshall recognized that
poor change management and cultural incompatibility could
sink the merger of forces even when there were attractive
battle strengths and obvious allied interests.
General Marshall's story contains the keys to successful
integration: He created a non-partisan integration team, had
knowledge of his soldiers and a detailed integration plan.
Here is what we can learn.
At the outset, leadership of both companies must communicate
the business rationale for the merger and articulate a framework
and a timetable for integrating the two organizational structures.
Then they should create a process by which everyone at all
organizational levels can contribute to shaping the new company.
Companies often appoint an Integration Team, people who are
key in the organization and have clout at all levels. The
team's job is to develop an integration strategy and translate
the culture of the acquiring company to the target and vice
versa. The integration team must be viewed as neutral, willing
to involve all employees in order to create buy-in to the
new merged organization. As part of the pre-acquisition due
diligence, this team must assess the target company's culture
to determine the degree of fit or disparity between the two
firms.
This can be done through carefully interviewing management,
conducting focus groups, surveying employees, and directly
observing operations and meetings.
Once the integration team completes data gathering, it must
work with management to devise an achievable integration plan.
This plan should examine cultural fit and establish a clear
framework to help people cope with the stress of uncertainty
and inevitable loss in this turbulent period. The team should
help develop a communication strategy, put transitional and
permanent organization structures in place, and deliver programs
such as compensation and performance management to integrate
the divergent cultures.
Executives of the new entity must move quickly to create
a vibrant and compelling culture. The stronger the culture
of the new organization, the more attractive and motivating
it will be to employees. Without an exciting culture and mission,
the sum fails to be greater than the whole of its parts and
the merger fails.
Cultural conflict is an inevitable part of any merger, even
when the cultures of the two organizations are similar. When
companies are combined, the boundaries of both organizations
are changed. Inevitably something of each culture will be
lost in the process. Employees resist the loss of the familiar
culture, are angry at leadership on both sides, and cling
to old norms of corporate behavior as a form of resistance
to change. If a mentality of victor and vanquished prevails,
resistance will only be exacerbated. In order to lessen this
resistance, it is useful to acknowledge that cultural conflict
is inevitable and to highlight the values of the newly formed
entity so that people have something with which to begin identifying.
In the most successful cases of merging companies with divergent
cultures, the views of remaining employees are solicited in
the creation of the new culture.
Communication is another facet of successful integration:
Employees should be encouraged to discuss their feelings of
anxiety, job insecurity concerns and anything else related
to the merger. For combating stress, real, detailed information
from the CEO or Integration Team, whether positive or negative,
is always better than rumor and hearsay. More generally, in
all organizational communications, candor is preferable to
unfounded optimism. For example, if no decision has been made
about a crucial issue, it is advisable to acknowledge that
this is the case, while providing a deadline for reaching
a decision.
Of course, another reason that employees are fearful of mergers
is the awareness that almost all corporate combinations include
efficiencies achieved by eliminating "redundant" employees.
While reduction in the workforce may be inevitable, and even
fiscally desirable, the attitude of remaining employees to
the new company will be affected by the degree of their involvement
in helping to engineer the change.
The goal of integration planning is to enable employees to
weather the turmoil and appreciate the benefits of the newly
created company so they will continue to work productively,
remain with the organization, and participate in the creation
of a new organization and a culture attuned to current market
realities.
Dana Schneider
Senior Consultant, Mage, LLC
Harvey Waxman
Senior Consultant, Mage, LLC
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