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Mergers

Three out of five mergers do not create value for the shareholder.
ROI is often longer than 18 months.
70 % of mergers fail.
Why?

Recurring causes of failed mergers identified with the protagonists:
  1. No clear strategic vision of what the new entity should become after the merger (lack of Strategic Vision).
  2. Reciprocal crisis of confidence and inability to make decisions quickly (vagueness of Desired World).
  3. Hiatus between concerns during negotiation (strategy, finance) and during implementation (organisation, culture, people).
  4. Cultural incomprehension between different groups of countries (what Worlds are to be brought together).
  5. 1.Incompatibility of cultures (lack of agreements).

Here are the 8 P-VAL paths that have emerged from our practice to make your merger a success:

  1. 1.Prepare integration far upstream and not only the financial operation: make two distinct teams from the start of the project.
  2. 1.Align vision and values: the first stage involves a cultural audit to identify the common points and differences between the Worlds to bring closer together: state of greatness, recognition, expression of judgement, collective figure.
  3. Mobilise staff energy through constant and filterless communication.
  4. Assume clear leadership: no compromise in decision-making, creators and facilitators of trust.
  5. Act quickly: the first 100 days set the tone, select a limited number of Bridges to obtain results between 6 months and 2 years.
  6. Focus on the business and the client rather than on the organisation and the people.
  7. Concentrate synergies on back office functions (purchasing, IT, management, HR) and save "culturally strong" functions like sales, development and production till last.
  8. Give clear signs to the management about what is expected of it: objectives, bonuses.

Study of the Novartis case (Ciba Sandoz merger)

Any context is specific:
  • with favourable aspects (same business, same country) and
  • with unfavourable aspects (head-on competitors)
Success linked to a considered approach articulated around three axes:
  1. Well-thought out communication to employees, investors and the public: a new name bearing a new World
  2. Tight schedule of aims to achieve: 2 billion in savings over 3 years, 60% at one year, 80% at two years
  3. Mutual respect achieved by focusing on the future to build (desired World) and not on a divergent past: in-house celebration of successes as soon as an aim is achieved (new state of greatness), development of an attractive vision of the future
A condition for success is the involvement of key human resources:
  • The top management: very significant bonuses if achievement of aims linked to merger (up to 40%), no malus on risk of departure.
  • Key expertise: in this case, researchers, through analysis of their own motivation (resources, publications, autonomy, company image, recognition) and fulfilment of all criteria. How do we make them facilitators?

Two observations:

  • The earlier people are involved in the process, the more easily they integrate it,
  • The smaller the entity to which they belong, the faster the integration.

 


Projects to implement

HR projects:
  • Comparison and harmonisation of the statuses of the different categories of staff (retirement, profit-sharing, remuneration)
  • Management of acquired benefits on both sides
  • Removing duplication
  • Reorganisation of structures
  • Intermarrying of company cultures
  • Redundancy plan
  • Management of voluntary redundancies
Communication projects:

The management feels ill-equipped to be able to communicate with employees but is the best channel of communication..

  • The hierarchical path is more credible than that of the union organisations or works councils
  • The nearest hierarchy is that from which the most is expected
  • One in three executives is invested with the official task of giving information
  • Four out of ten executives declare themselves to be ill-equipped to cope with demand

The tools used are not interactive enough

  • One person receives on average 6 different media
  • Regular communications are more appreciated than special publications
  • The Intranet is used to reach all colleagues, but in a too top-down way
  • The interactive tools are very poor: conventions, meetings, forums

     

Criticism focuses more on the substance than on the form.

  • Communication is neglected or too late on the part of managers who have no experience of mergers
  • Once the merger has been announced and the strategy produced, there is no operational communication
  • But for colleagues this is where the questions start.

Bruno Triboulois

 
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