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Issues in carve out
1. FOCUS
TRENDS IN POSTMERGER INTEGRATION III
Special Issues in PMI
Dealing with Carve-Outs, Unions, and Other Challenges
2. The Boston Consulting Group (BCG) is a global manage-
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mation, please visit www.bcg.com.
3. Special Issues in PMI
Dealing with Carve-Outs, Unions, and Other Challenges
E
very postmerger of transactions—from an integration business will or will not be trans-
integration (PMI) is as perspective for the acquirer and ferred? How should the interaction
different as the two from a marketing point of view for between the two parties be managed
companies involved in the seller—is that carve-outs are to enable the buyer to prepare for
the process. But as we often neglected assets, underfunded the transfer without violating
discussed in the first two reports in and underresourced. In some cases, regulatory laws? For example, which
our series on PMI, the differences are important elements of the spun-off data should be open to all and which
primarily a question of degree, business—such as research and data should be available only in a
rather than of substance, and can be development, information technol- so-called clean room environment
addressed by employing a common ogy (IT), and key personnel—might that is physically and electronically
strategic framework.1 not even be included in the sale. isolated from both buyer and seller?
And what access will the buyer have
Nevertheless, there are several How can an acquirer assess and to executives with critical relevant
special issues in PMI that demand integrate a potentially weak and expertise who will not be transfer-
particular attention. This Focus incomplete business whose value ring with the asset?
report, the third in our series on PMI, might be dependent on its parent
addresses four of these issues: company’s internal synergies? And These and other issues that require
carving out value from spinoffs, how can a seller optimize its value detailed legal clarification can
working productively with unions, from the sale of such an asset? overwhelm acquirers, delaying
rising to the challenges of rapidly integration for months. To avoid this
developing economies, and putting For the buyer, there are four main pitfall, an acquirer should appoint an
customers—and growth—at the challenges, all surmountable yet all independent go-between to work
heart of a PMI. requiring systematic planning and with the two parties’ legal teams in
execution: minimizing time-consum- developing and managing processes
Carving Out Value ing legal bottlenecks; preparing for a for dealing with day-to-day and
from Spinoffs rapid, well-planned integration; strategic issues, including fielding
ensuring a smooth, well-supported and coordinating data requests.
Companies are increasingly spinning transfer; and retaining and recruiting
off parts of their business, known as key personnel. (See Exhibit 1.) Preparing for a Rapid, Well-
carve-outs, either to sharpen their Planned Integration. Preintegration
strategic focus or to gain regulatory Minimizing Time-Consuming analysis and planning are prerequi-
approval for a separate deal. In some Legal Bottlenecks. The legal
sectors, carve-outs account for up to complexities of carve-outs are much
25 percent of the value of all mergers greater than those of traditional 1. See Powering Up for PMI: Making the Right
Strategic Choices, BCG Focus, June 2007, and
and acquisitions (M&A). But one of mergers in which an entire company Thinking Laterally in PMI: Optimizing Func-
the main difficulties with these types is purchased. Which exact parts of a tional Synergies, BCG Focus, January 2008.
Special Issues in PMI 1
4. Exhibit 1. Surmounting the Four Main Carve-Out provided by the seller, such as sales
Challenges Requires Systematic Planning and Execution support, as well as arrangements for
sharing and transferring revenues
Key Action Benefits and services over time. Initially, the
Challenge
seller should operate the business as
Minimizing time- Appoint an
◊ Limit legal and process bottlenecks usual and then gradually hand over
◊ Manage data transfer between buyer
consuming legal independent and seller parts of the business at agreed
bottlenecks go-between ◊ Expand access to target management points. Regular, systematic communi-
cation between both parties is vital
◊ Collect and analyze target data ahead throughout the transition and should
Preparing for a of closing
rapid, well-planned Establish a be a condition of the TSA.
clean team ◊ Accelerate integration across functions
integration
◊ Realize short-term synergies faster
Retaining and Recruiting Key
◊ Ensure temporary coverage of key Personnel. The human resources
Ensuring a smooth, Create a transition functions by seller during integration challenges of a carve-out should
well-supported service (for example, in sales or IT)
transfer agreement ◊ Create “breathing space” to build
never be underestimated. Buyers
infrastructure need to painstakingly plan and
budget for these challenges well in
◊ Proactively retain key staff
Retaining and ◊ Identify resources required to fill advance, including designing an
Manage retention
recruiting key and recruiting functional gaps organizational structure for the
personnel ◊ Track hiring results to ensure coverage
acquired business. Critical questions
from day one
that buyers need to ask include the
Source: BCG analysis. following: Which personnel will be
central to the success of the acquisi-
tion? And where will there be
sites for the success of any PMI. But Ensuring a Smooth, Well-Support- functional gaps that need to be filled
they are even more critical when ed Transfer. After a carve-out deal is by recruiting new employees?
dealing with a carve-out. First, the finalized, but before the asset is
asset is likely to be distressed and transferred, the acquirer needs both Retaining key employees can be
will probably deteriorate further “breathing space” and the active sup- particularly problematic in carve-
without rapid integration and proper port of the seller in order to build outs. This is partly because most
funding and resourcing. Second, the necessary infrastructure for the carve-outs have a history of being
seller will have little incentive to asset. This support is especially underfunded, and many staff will
help the acquirer build up a fact base important for nontraditional carve- already have been scouting for
about the spun-off business after the outs, or “amputations,” which may alternative jobs: the seeds of doubt
deal is closed. lack major core functions such as about the business’s future will
procurement and marketing. already have been sown. It is
Long before a transaction is final- essential that buyers address these
ized, the acquirer needs to set up a The two parties should draw up a concerns by stressing forthcoming
clean team to analyze the target’s comprehensive transition service investments and healthy prospects in
data in a secure, confidential agreement (TSA) to ensure sufficient face-to-face meetings with key
environment and to prepare an support for a smooth transfer. personnel. Buyers should also utilize
initial integration plan.2 The clean retention bonuses and other devices
team should identify potential The TSA should detail the type and to secure essential personnel.
synergies, together with strengths level of support that the seller will
and weaknesses of the target, and it provide, by function and location,
should draw up a prioritized plan for during different stages of the transi- 2. See the first report in this series, Powering
Up for PMI: Making the Right Strategic Choices,
integrating the critical functions of tion period. The TSA should include BCG Focus, June 2007, for a detailed discus-
the two entities. reporting requirements for services sion of clean teams.
2 The Boston Consulting Group
5. Hiring staff to create or fill missing complemented by the asset and if Regardless of the regulatory condi-
or incomplete functions can also be the asset is worth at least half the tions, the golden rule is to communi-
a significant task. One major con- value of the acquirer. cate openly and honestly with the
sumer-goods company, which unions at the earliest possible
acquired a leading brand as a Working Productively moment. Such communication is
carve-out, had to recruit more than with Unions essential not only to remove uncer-
200 people across a variety of tainty—and the risk of industrial or
functions, from brand management Trade union membership might be job action—but also to create a
to sales. It is critical to start the in decline, but it is estimated that favorable climate for negotiating.
recruiting process early, supported between one-fifth and one-quarter Involving the unions as “partners”
by a detailed plan, a budget, job of the world’s labor force, excluding from the outset, with the support of
specifications, and systems to agriculture, still belong to unions— confidentiality agreements, also
monitor progress weekly. Buyers equivalent to more than 300 million minimizes the risk of competitively
should also anticipate and address people. Although the intensity of valuable information leaking out to
potential obstacles to recruiting staff, unionization is higher in the public the press.
including out-of-cycle business- sector and varies substantially by
school recruiting and unattractive country and industry, the fact Inevitably, the unions’ principal
geographic locations. remains that unions can still play a concern will be any intended layoffs.
significant role in PMI in many As soon as the number of potential
But what about the seller? How can deals. Handled incorrectly, buyers’ redundancies is known, the acquirer
a seller optimize the value from a negotiations with unions can delay must inform the unions—not just
business unit that it intends to spin an integration for months, create about the scale of expected layoffs
off? Recent BCG research indicates labor unrest, and (in some coun- but also about its “social strategy”
that most sellers produce substan- tries) even result in criminal pros- for dealing with any head-count
tially lower shareholder returns from ecutions. Successful negotiations reduction. One major retailer
carve-outs than they do from selling depend on three factors: communi- successfully announced that it would
an entire company. To extract the cating openly and honestly, employ- not lay off any employees but would
maximum value from a carve-out, ing creative approaches to reducing offer generous compensation to
companies need to do more than labor costs, and filling key positions those who voluntarily chose to leave.
prepare a business plan and valua- sensitively. Another company, a bank, ensured
tion, supported by data from all swift integration by agreeing to
functions; sellers also have to put Communicating Openly and create individualized plans—includ-
together a compelling equity story. Honestly. The optimum game plan ing retraining and opportunities to
for dealing with unions will depend relocate to other parts of the busi-
The equity story should clearly spell on the regulatory environment. In ness—for employees who would
out the attractiveness of the business heavily regulated labor markets— otherwise lose their positions in the
and its market, as well as opportuni- such as France, Germany, and merger.
ties for buyers to create additional Italy—there are well-defined legal
value—for example, through processes for consulting with unions Employing Creative Approaches
restructuring and entering adjacent that must be adhered to strictly. For to Reducing Labor Costs. Three
markets. All claims should be megamergers, involving hundreds of main issues need to be taken into
supported by data and transparent legal entities, these processes can account when devising a social
forecasting assumptions. A priori- make integration unavoidably strategy for layoffs. First, the acquirer
tized list of prospective buyers complex and time consuming. In less has to accept that speed comes at a
should also be drawn up. BCG regulated markets, such as the cost: the deeper and quicker the
research suggests that sellers can United States, the legal maze might reduction in head count, the higher
maximize their shareholder value be less daunting, but unions in the price unions will demand—both
from spinoffs if they target firms certain sectors can still exert a in terms of compensation for their
whose core business would be considerable influence. members who lose their jobs and for
Special Issues in PMI 3
6. those who retain their positions (for Exhibit 2. Termination Is Just One of Four Ways to Reduce
example, through more generous Labor Costs
holiday entitlements). Second, the
package of incentives offered to ◊ Reduction of working hours
promote voluntary departure from and overtime
◊ Sabbaticals
the company must be easy for the ◊ Part-time work ( job sharing)
◊ Flextime
unions to sell to their members. The ◊ Bonuses
1 Time ◊ Nonwage benefits
package should include immediate ◊ Pension plans
◊ Basic compensation
gains—financial and nonfinancial— ◊ Hiring freeze
2 Compensation ◊ Internalization of
as well as long-term incentives. subcontracted activities
Finally, the principles of the social ◊ Redeploying staff to other
parts of the company or group
strategy, which should be formulated ◊ Resale of
3 Head count
long before the merger is announced, activity
◊ Outsourcing
should be clearly communicated to ◊ Early
retirement
the unions, employees, and the ◊ Severance
market as a whole. One of the advan- Expected 4 Termination
labor
tages of broadcasting the social reduction Increasing difficulty1
strategy as widely as possible is that
Source: BCG analysis.
it will put pressure on the unions, 1
This exhibit reflects a general trend, which varies by country.
especially from employees, to arrive
at a solution as rapidly as possible.
example, acquirers must consult with Rising to the Challenges
Acquirers should also recognize that work councils before making any of Rapidly Developing
layoffs are not the only way to cut appointments below board level. Economies
labor costs. In fact, there are three Failure to do so can lead to criminal
additional ways to cut such costs, prosecution against the CEO, which Many companies have struggled with
each of which should be used: re- has happened. The danger is that cross-border acquisitions in rapidly
thinking the time employees spend any delay in announcing pivotal developing economies (RDEs) such
working, assessing the components appointments can lead to defections as China, India, and Russia. However,
of compensation, and considering of star players, destabilizing the a recent BCG study found that the
“soft” measures to control head organization. biggest challenge in RDEs is not
count. (See Exhibit 2.) extracting synergies during the
Depending on the country, there are integration but understanding,
For example, on the time front, labor various ways to overcome this managing, and accepting the full
costs can be reduced by introducing difficulty. One solution might be to spectrum of risks before the transac-
shorter working hours, part-time announce important personnel as tion is completed.3
work ( job sharing), and flextime. leaders of specific PMI-related
Different elements of compensation, projects—everyone will understand Based on a survey of executives with
including bonuses, can also be what is being communicated. Other extensive M&A experience in 30
adjusted. Soft head-count measures approaches include holding private RDEs, our study revealed that 69
might include hiring freezes and one-on-one discussions with key percent of executives considered the
redeploying staff to other parts of personnel or simply announcing that challenges of realizing synergies
the company or group. everyone will have a role but that it similar to those in developed
will take time to finalize the posi- markets, with just 31 percent
Filling Key Positions Sensitively. tions. As with so many other issues claiming PMI was somewhat more
Dealing with nominations of indi- when managing PMI in a unionized
viduals for key posts in strongly country, progress ultimately depends
3. See Eyes Wide Open: Managing the Risks of
regulated markets is a more chal- on communication—and, thus, on Acquisitions in Rapidly Developing Economies,
lenging issue. In Germany, for building trust. BCG Focus, January 2008.
4 The Boston Consulting Group
7. difficult in RDEs. Instead, executives best practices: “Some people tional consumer-goods company.
said that the principal difficulties in perceived the processes and proce- “Staff also still wear the acquired
these markets are gaining appropri- dures as inefficient and time con- company’s uniform, reinforcing the
ate information to assess the target’s suming.” company’s unique identity.”
risks and potential (cited by 68
percent of our sample) and regula- The primary factor for success in Realizing That the West Doesn’t
tory hurdles (cited by 63 percent of these situations is not to impose one Always Know Best. It is equally
executives). Other predeal stumbling culture on another. Instead, the ac- critical not to assume always that the
blocks include limited deal structure quirer should map out the potential “West knows best.” “The key to
options and the target’s lack of points of cultural conflict before the successful acquisitions is having an
familiarity with the M&A process. transaction is completed and then open mind and being able to learn
deal swiftly yet sensitively with them from the acquired companies,” said
Successfully meeting the challenges once the transaction is legally closed, one M&A veteran participating in
of PMI in RDEs requires understand- clearly spelling out the new rules of the survey. “In our case, we learned
ing and dealing with cultural com- play. This might include making business practices that we could
plexities, realizing that the West quick symbolic gestures to demon- export to other developing markets
doesn’t always know best, and focus- strate that the target’s core values— and, in some instances, even to our
ing on growth over cost reduction. which often reflect local values—will developed markets.” Another
be respected and upheld. More often executive commented: “You have to
Understanding and Dealing with than not, local values and culture are approach it as a merger of equals.
Cultural Complexities. Although a significant reason for making the Both organizations should systemati-
PMI is generally considered no more acquisition. “We decided to design cally evaluate each other’s processes
difficult in RDEs than in developed the new office as it was under the and learn from each other.”
markets, the challenges are not the previous owner to show we were
same. Not surprisingly, the top committed to Indonesian values,” People issues also need to be
obstacle to successful integration in said an executive with a multina- managed carefully. In mergers in
an RDE, cited by 83 percent of execu-
tives in our survey, is managing the Exhibit 3. The Biggest PMI Challenge in RDEs Is Dealing
cultural differences between the with Cultural Differences
acquirer and the target. (See Exhibit
3.) Cultural differences play an
What are the biggest postdeal challenges in RDEs?
important role in all PMIs, regardless
of the geographic location of the Cultural differences 83
deal, but these differences assume
much greater significance—and People issues 72
require much greater sensitivity—in
RDEs, where mindsets can be Transferring best practices 50
radically different from those in Adapting a global strategy
28
developed economies. This is and business model
especially true in RDEs that have Managing relationships with 11
only recently opened their doors to distributors and suppliers
foreign investment or in which there Regulatory challenges 6
are distinctly different value systems.
One executive singled out the Other 11
problems in “changing the mindset
0 50 100
[of the target’s management] from Percentage of responses
‘production’ to ‘sales and market- Source: BCG survey.
Note: The numbers total more than 100 percent because the participants in our survey were
ing.’” Others said that it was difficult invited to provide multiple responses to this question.
to get the target to accept Western
Special Issues in PMI 5
8. RDEs, the target, not the acquirer, performance-related salaries and cannot drive long-term sustainable
usually has the greater local exper- stock options, which are still rela- shareholder value. Only customers
tise, and this expertise is often tively rare incentives in many RDEs. can. Everything is driven by custom-
concentrated in the hands of a ers—or, more specifically, by profit-
limited number of people—typically Focusing on growth also gives the able growth. And to unlock the
the owner and a few senior manag- acquirer greater flexibility during the growth potential of customers,
ers. It is essential to approach these integration because there will be less acquirers need to place their custom-
individuals early on in order to urgency to deliver cost savings. In ers center stage and pursue them as
convince them of the opportunities fact, care should be taken not to systematically as they do cost
ahead and assure them of their destabilize growth. New IT systems synergies, especially in noncommod-
continued role in the business. and procurement processes, for itized sectors where customer
Retaining top talent is particularly example, should be approached relationships are critical for long-
important in RDEs because the gradually, and overzealous cost- term growth. (See Exhibit 4.)
demand for high-quality employees reduction initiatives—especially in
often outstrips supply. customer-facing and sales func- Putting customers—and growth—at
tions—should be avoided. One major the heart of a PMI requires taking
“Having a local CEO who knows the consumer-goods company, for five main steps: planning for growth
market well is also important,” said example, chose not to lay off any before a deal is finalized; creating a
one executive. Another claimed that staff for up to 12 months and instead dedicated customer-focus team;
it is equally vital that the senior concentrated on increasing market understanding customers’ expecta-
team speak the local language. share. It was a smart tactic—growth tions, concerns, and aspirations;
“When the business language of the from increased market share more preparing a coordinated customer
acquired company is different and than compensated for any cost plan for day one; and taking regular
top managers do not converse in the savings that could have been made. customer pulse checks.
local language, it can make gaining
credibility and trust a big challenge.” Putting Customers—and Planning for Growth Before a Deal
Growth—at the Heart of Is Finalized. Growth rarely comes
Focusing on Growth Over Cost a PMI naturally—it has to be planned.
Reduction. Above all, the acquirer Before a deal is closed, the clean
needs to keep its sights firmly fixed One of Ford Motor Company’s most team should work closely with both
on growth and ensure the right team celebrated advertising slogans was companies’ sales and product teams
and priorities are in place to support “Everything we do is driven by you.”
growth. One of the biggest pitfalls in Unfortunately, this sentiment—nota- Exhibit 4. There Are
RDEs, where many companies are bly that the customer is king—is Five Keys to Unlocking
enjoying double-digit growth, is rarely evident during an integration.
Customer Growth
approaching PMI from a traditional, Although most acquirers claim that
Western cost-reduction mentality. To their deals are in the best interests of ◊ Design PMI to capture new customer
opportunities
avoid this risk and optimize returns, their customers, the practical reality
it is essential to select senior mem- is that PMI is usually dominated by a ◊ Establish a customer focus team to
plan, coordinate, and implement
bers of the integration team who relentless quest to release cost all customer-oriented initiatives
have a solid track record of promot- synergies. Customers tend to be during a PMI
ing growth—even if this means treated as an afterthought. ◊ Solicit direct customer feedback as
a key input into PMI decisions
bringing people on board who have
relatively little PMI experience. If Yes, cost synergies are important, not ◊ Work toward customer-growth and
cost-reduction targets with the
high-growth talent is not readily least to help cover the cost of the same rigor
available within the acquirer’s transaction. They also provide quick ◊ Make customers central to all
management team, local managers wins, signaling to investors that aspects of PMI
need to be motivated to deliver progress is being made. But cost Source: BCG analysis.
growth—for example, by introducing savings have a logical limit—they
6 The Boston Consulting Group
9. to identify white spaces and cross- Understanding Customers’ Expec- Taking Regular Customer Pulse
selling opportunities, as well as tations, Concerns, and Aspirations. Checks. Soliciting regular feedback
product overlaps and price differen- Gaining detailed, firsthand insights from customers not only enables an
tials that could undermine the into the issues that are uppermost in acquirer to enhance its strategy but
combined entity’s sales and revenue. customers’ minds is essential not also ensures that customers feel that
Based on these insights, the acquirer only to crafting an appropriate they are where they should be—at
should develop a provisional action plan but also to developing a the center of the combined entity’s
business continuity and growth plan. communications package that growth plans. Regular surveys should
The plan should include a realistic presses the right buttons. To provide be conducted to ascertain customers’
yet ambitious growth target and these insights, the acquirer should perceptions of the combined entity’s
proposals for addressing at-risk interview a representative cross service level, speed of response, and
customers where there are product section of major customers from product quality, among other issues.
overlaps. A dashboard for monitor- different regions in order to identify
ing customers throughout the their concerns about, expectations Thinking Ahead to Stay
PMI—categorized by their relative of, and aspirations for the newly Ahead
risks and opportunities—should also merged entity. Questions should
be developed. include the following: Which Integrations are complex, and special
capabilities, and which specific issues such as carve-outs, working
Creating a Dedicated Customer- members of the team, do customers productively with unions, and other
Focus Team. A dedicated customer- want the combined entity to retain? challenges discussed in this report
focus team should be established How can the quality of the service only add to the complexity. There are
alongside the main project-manage- and products be improved? What do proven PMI tools to manage these
ment office, which serves at the core customers fear most from the challenges. But once an integration is
of any PMI. The team’s primary role merger? What hopes do they hold under way, the success or failure of
should be to ensure that all decisions about the transaction? How can the any PMI ultimately hinges on the
made during the integration are in combined entity support customers’ strategic and tactical choices made
the customers’ interests or, at the growth and innovation plans? before an M&A is legally finalized, as
very least, have a neutral impact on we have stressed in this series of
customers. All decisions should be Preparing a Coordinated Custom- reports on PMI.
vetted by the customer focus team. er Plan for Day One. Sales and
customer service teams must be These choices have to be rooted in a
One of the advantages of this ap- prepared to market the benefits of a detailed analysis of the challenges
proach is that it instills a “customer merger to customers and to calm any and opportunities. Above all, the
first” mentality in the newly merged concerns. Before a deal is closed, chosen path forward needs to be
entity. It also provides staff with a regional workshops should be held rigorously and systematically
positive counterbalance to the often with these teams to agree on the mapped out well in advance in order
relentless and dispiriting drumbeat main messages for customers, to for the combined entity to hit the
of cost reductions. In addition to prepare the top ten FAQs and ground running and to release cost
acting as the “customers’ con- answers, and to devise plans for and growth synergies as rapidly as
science,” the team should be respon- managing and growing customer possible. Thinking ahead is the only
sible for planning, coordinating, and accounts. Particular attention should way to stay ahead.
implementing all customer-oriented be paid to high-risk and priority
initiatives during the PMI—which customers, using customer maps to With the possibility of a recession
includes analyzing opportunities and document relationships with looming on the horizon—making
threats, conducting customer surveys, customers; their buying criteria, bid every synergy cent count—the
developing day-one action plans for histories, and outlooks; their busi- importance of pre-PMI preparation
the sales and marketing teams, and ness and competitive environment; will become more crucial than ever.
monitoring progress in executing and perceived risks from the merger
these initiatives. accompanied by an action plan.
Special Issues in PMI 7
10. About the Authors Acknowledgments For Further Contact
Jean-Michel Caye is a partner and The authors would like to thank the BCG’s Corporate Development
managing director in the Paris office following members of BCG’s writing, practice sponsored this report.
of The Boston Consulting Group. editorial, and production team:
You may contact him by email at Barry Adler, Katherine Andrews, For inquiries about the Corporate
caye.jean-michel@bcg.com. Gary Callahan, Keith Conlon, Angela Development practice, please contact
DiBattista, Kim Friedman, Pamela the practice’s global leader:
Heiko Franken is a partner Gilfond, and Sara Strassenreiter.
and managing director in the Daniel Stelter
firm’s Hamburg office. You may Senior Partner and Managing Director
contact him by e-mail at BCG Berlin
franken.heiko@bcg.com. stelter.daniel@bcg.com
Daniel Friedman is a partner For inquiries about PMI, please
and managing director in BCG’s contact BCG’s global leader for PMI:
Los Angeles office and sector
leader of PMI for the Americas. Peter Strüven
You may contact him by e-mail at Senior Partner and Managing Director
friedman.daniel@bcg.com. BCG Munich
strueven.peter@bcg.com
Jeff Gell is a partner and managing
director in the firm’s Chicago office
and global sector coleader of M&A.
You may contact him by e-mail at
gell.jeff@bcg.com.
Jeff Hill is a partner and managing
director in BCG’s Los Angeles office.
You may contact him by e-mail at
hill.jeff@bcg.com.
Dinesh Khanna is a principal in
the firm’s Singapore office. You
may contact him by e-mail at
khanna.dinesh@bcg.com.
Peter Strüven is a senior partner
and managing director in BCG’s
Munich office and global leader of
PMI. You may contact him by e-mail
at strueven.peter@bcg.com.
8 The Boston Consulting Group
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