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There is really only one reason for the merger of corporate entities: the creation of more shareholder value (whomever the shareholders are) from the two, than were there separately. The creation of more profit is done through doing business more efficiently and effectively, which takes on many forms, depending on the where in the organization one resides.
When a corporate combination of any kind (merger, purchase of business unit, hostile takeover, etc) is announced, it is usually the first time that the vast majority of employees, on both sides of the transaction, have heard this is happening. This announcement will trigger many acts. Executive management, the “C level” and their support will be working on the new strategy of the combined entity, the purchased entities employees will be worrying about their futures, etc. The real work is realized at the operational levels of both entities.
In most cases, the purchasing company is restricted from speaking with the company being acquired until the purchase is finalized. The high level executives on each side may have spoken about strategic issues of running the combined entity, but the nuts and bolts of daily operations typically have not been fleshed out. Once final approval for “the deal” has happened, the clock starts regarding the time it will take to integrate the two organizations into one cohesive unit. The faster this occurs, the quicker the goals of the merger, greater shareholder value, can be achieved. According to CNBC, nine out of ten mergers do not fully meet the goals of their acquisition. This is largely due to a failure to integrate companies properly.
This failure to integrate can be seen in the current Gulf of Mexico oil spill debacle. British Petroleum (BP) never integrated its purchases in the United States, Atlantic Richfield Company (ARCO) and American Oil Company (Amoco). These companies don’t even share branding with their parent company, much less financial and IT systems. An integrated entity may have helped BP to be more proactive in its maintenance of gulf oil platforms and wells, possibly stopping or at least lessening the catastrophe that occurred with Deep Water Horizon.
During the period of time between when the corporate combination is announced and when it is approved by shareholders, government entities, etc. a lot takes place behind the scenes, often without discussion between the entities. The main task that takes place in successful integrations is proper preparation within operational areas. This preparation includes putting together the processes and procedures that will need to take place to reach the corporate goals. In companies that are in a merger mode, meaning they are growing through regular acquisitions, many of these processes and procedures can be used over and over again, and usually are. For the company that does not participate in acquisition often, creating these processes and procedures can seem like a daunting task. There are many consulting companies, from the Accenture’s and Deloitte’s of the world down to small specialty firms (such as my own – Datacenter Trust) who concentrate on the portions of the business where they have specific expertise and can help complete or even manage the integration process.
Once the acquisition has been approved, the integration process begins. I participated in multiple integrations while employed at one of the largest entertainment companies in the world, where I was the lead financial representative to the Program Management Office (PMO). One example of an operational process that needed to be looked at during each acquisition was the issue of entertainer royalties, the way in which actors, musicians, etc. get paid on their current and past work. It was the job of that department to look at the current royalty application being used and the royalty application of the acquired entity and choose which application is better, if neither was best of breed, outside solutions may have been looked at. “Better” is a very subjective idea, one which in this case was left up to the experts in each department that needed to make a choice, regardless of application. Anyhow, once a choice was made, a plan was put together and included cost analysis, equipment needs, software licensing needs, etc. Once all of the application consolidation plans, hundreds or even thousands, were finished, they were turned over to the PMO.
The job of the PMO was to look for efficiencies within all the plans. These efficiencies were all tied to being able to have more purchasing power, economies of scale. Economies of scale says that one company with 100,000 users will get better pricing then two companies with 50,000 users each. This is due to the fact that it is harder for the company with 100,000 users to make a future change in usage. We were able to negotiate with vendors based on the size of the new entity, gaining pricing power in the areas of hardware (PC’s, servers, etc), software (applications and packages) and services (consulting, facilities, electricity, etc). In the finance department, we were able to leverage the major vendors in the space, for our budget & planning system and accounting system, to get pricing that was over 35% better than it had been in the past. We also got all of our users on the same systems, making reporting easier than it had been before. The integration, in total, saved the combined entity over $400M in annual spend. The largest areas of savings were software maintenance and facilities.
Datacenter consolidation is an area that must be looked at closely for a successful integration of IT operations. Back to my example above, the combined entertainment giant decided that six global datacenters was the appropriate number. The number could have been lower, but there were many global political issues, etc. Formerly, the two companies had a total of 18 datacenters. In two geographical instances, the two companies had data centers right down the street from one another. By going to six global datacenters, the new company was able to save a great portion of the previously mentioned $400M. Disaster recover became an in-house activity, electricity usage was cut by over 33% and the location of applications became a mute point, where it had been a political battle field before.
Conclusion
Integration of operational areas between merging entities is crucial to meeting the overall goal of growing shareholder value. When done properly, the measurable goals of an acquisition can be easily met. When convoluted, the acquisition looks like a bad idea two, five, and ten years out. The last thing any management team wants to do is fail in an acquisition. Loss of employment, legal proceedings, and possible acquisition by another entity are sure to follow, and no one wants to go through that. Everyone associated with a company: executives, employees and shareholders alike, benefit from a well-planned and managed integration.
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