SlideShare une entreprise Scribd logo
1  sur  12
Télécharger pour lire hors ligne
FOCUS


       TRENDS IN POSTMERGER INTEGRATION III

     Special Issues in PMI
Dealing with Carve-Outs, Unions, and Other Challenges
The Boston Consulting Group (BCG) is a global manage-
ment consulting firm and the world’s leading advisor on
business strategy. We partner with clients in all sectors
and regions to identify their highest-value opportunities,
address their most critical challenges, and transform their
businesses. Our customized approach combines deep in-
sight into the dynamics of companies and markets with
close collaboration at all levels of the client organization.
This ensures that our clients achieve sustainable compet-
itive advantage, build more capable organizations, and
secure lasting results. Founded in 1963, BCG is a private
company with 66 offices in 38 countries. For more infor-
mation, please visit www.bcg.com.
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
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
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
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
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
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
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
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
For a complete list of BCG publications and information about how to obtain copies, please visit our Web site at
www.bcg.com/publications.

To receive future publications in electronic form about this topic or others, please visit our subscription Web site at
www.bcg.com/subscribe.

© The Boston Consulting Group, Inc. 2008. All rights reserved.
6/08
Abu Dhabi      Cologne        Lisbon        New Delhi       Stockholm
Amsterdam      Copenhagen     London        New Jersey      Stuttgart
Athens         Dallas         Los Angeles   New York        Sydney
Atlanta        Detroit        Madrid        Oslo            Taipei
Auckland       Dubai          Melbourne     Paris           Tokyo
Bangkok        Düsseldorf     Mexico City   Philadelphia    Toronto
Barcelona      Frankfurt      Miami         Prague          Vienna
Beijing        Hamburg        Milan         Rome            Warsaw
Berlin         Helsinki       Minneapolis   San Francisco   Washington
Boston         Hong Kong      Monterrey     Santiago        Zurich
Brussels       Houston        Moscow        São Paulo
Budapest       Jakarta        Mumbai        Seoul
Buenos Aires   Kiev           Munich        Shanghai
Chicago        Kuala Lumpur   Nagoya        Singapore       bcg.com

Contenu connexe

Tendances

A structured approach to Enterprise Risk Management (ERM) and the requirement...
A structured approach to Enterprise Risk Management (ERM) and the requirement...A structured approach to Enterprise Risk Management (ERM) and the requirement...
A structured approach to Enterprise Risk Management (ERM) and the requirement...Hassan Zaitoun
 
Risk Management Toolkit - Framework, Best Practices and Templates
Risk Management Toolkit - Framework, Best Practices and TemplatesRisk Management Toolkit - Framework, Best Practices and Templates
Risk Management Toolkit - Framework, Best Practices and TemplatesAurelien Domont, MBA
 
Finding and Protecting Your Organizations Crown Jewels
Finding and Protecting Your Organizations Crown JewelsFinding and Protecting Your Organizations Crown Jewels
Finding and Protecting Your Organizations Crown JewelsDoug Landoll
 
1. Business and Consulting Toolkits - Sample.pptx
1. Business and Consulting Toolkits - Sample.pptx1. Business and Consulting Toolkits - Sample.pptx
1. Business and Consulting Toolkits - Sample.pptxparosu
 
2022 Webinar - ISO 27001 Certification.pdf
2022 Webinar - ISO 27001 Certification.pdf2022 Webinar - ISO 27001 Certification.pdf
2022 Webinar - ISO 27001 Certification.pdfControlCase
 
Optimizing Security Operations: 5 Keys to Success
Optimizing Security Operations: 5 Keys to SuccessOptimizing Security Operations: 5 Keys to Success
Optimizing Security Operations: 5 Keys to SuccessSirius
 
KPMG - BCBS239_Bracing for Change
KPMG - BCBS239_Bracing for ChangeKPMG - BCBS239_Bracing for Change
KPMG - BCBS239_Bracing for ChangeNanda Thiruvengadam
 
Finance and Investment Toolkit - Framework, Best Practices and Templates
Finance and Investment Toolkit - Framework, Best Practices and TemplatesFinance and Investment Toolkit - Framework, Best Practices and Templates
Finance and Investment Toolkit - Framework, Best Practices and TemplatesAurelien Domont, MBA
 
Integrating Risk Appetite With Strategy Feb 14 2011
Integrating Risk Appetite With Strategy   Feb 14 2011Integrating Risk Appetite With Strategy   Feb 14 2011
Integrating Risk Appetite With Strategy Feb 14 2011Andrew Smart
 
HR and Talent Management Toolkit - Overview and Approach
HR and Talent Management Toolkit - Overview and ApproachHR and Talent Management Toolkit - Overview and Approach
HR and Talent Management Toolkit - Overview and ApproachPeterFranz6
 
Strategic Risk: Linking Risk Management & Strategy Management processes
Strategic Risk: Linking Risk Management & Strategy Management processesStrategic Risk: Linking Risk Management & Strategy Management processes
Strategic Risk: Linking Risk Management & Strategy Management processesGlobalStrategyTribe
 
SAP Reference Architecture based on LeanIX
SAP Reference Architecture based on LeanIXSAP Reference Architecture based on LeanIX
SAP Reference Architecture based on LeanIXLeanIX GmbH
 
Post Merger Integration: Keys to Success
Post Merger Integration: Keys to SuccessPost Merger Integration: Keys to Success
Post Merger Integration: Keys to SuccessAS Consulting Group
 
Netpluz Managed SOC - MSS Service
Netpluz Managed SOC - MSS Service Netpluz Managed SOC - MSS Service
Netpluz Managed SOC - MSS Service Netpluz Asia Pte Ltd
 
Enterprise Risk Management Framework
Enterprise Risk Management FrameworkEnterprise Risk Management Framework
Enterprise Risk Management FrameworkNigel Tebbutt
 
IT Strategy Assessment & Optimization - Catallysts Approach
IT Strategy Assessment & Optimization - Catallysts ApproachIT Strategy Assessment & Optimization - Catallysts Approach
IT Strategy Assessment & Optimization - Catallysts ApproachRajanish Dass
 

Tendances (20)

A structured approach to Enterprise Risk Management (ERM) and the requirement...
A structured approach to Enterprise Risk Management (ERM) and the requirement...A structured approach to Enterprise Risk Management (ERM) and the requirement...
A structured approach to Enterprise Risk Management (ERM) and the requirement...
 
Risk Management Toolkit - Framework, Best Practices and Templates
Risk Management Toolkit - Framework, Best Practices and TemplatesRisk Management Toolkit - Framework, Best Practices and Templates
Risk Management Toolkit - Framework, Best Practices and Templates
 
Finding and Protecting Your Organizations Crown Jewels
Finding and Protecting Your Organizations Crown JewelsFinding and Protecting Your Organizations Crown Jewels
Finding and Protecting Your Organizations Crown Jewels
 
1. Business and Consulting Toolkits - Sample.pptx
1. Business and Consulting Toolkits - Sample.pptx1. Business and Consulting Toolkits - Sample.pptx
1. Business and Consulting Toolkits - Sample.pptx
 
2022 Webinar - ISO 27001 Certification.pdf
2022 Webinar - ISO 27001 Certification.pdf2022 Webinar - ISO 27001 Certification.pdf
2022 Webinar - ISO 27001 Certification.pdf
 
Management Essentials #1
Management Essentials #1Management Essentials #1
Management Essentials #1
 
Optimizing Security Operations: 5 Keys to Success
Optimizing Security Operations: 5 Keys to SuccessOptimizing Security Operations: 5 Keys to Success
Optimizing Security Operations: 5 Keys to Success
 
KPMG - BCBS239_Bracing for Change
KPMG - BCBS239_Bracing for ChangeKPMG - BCBS239_Bracing for Change
KPMG - BCBS239_Bracing for Change
 
Finance and Investment Toolkit - Framework, Best Practices and Templates
Finance and Investment Toolkit - Framework, Best Practices and TemplatesFinance and Investment Toolkit - Framework, Best Practices and Templates
Finance and Investment Toolkit - Framework, Best Practices and Templates
 
Building your Center of Excellence
Building your Center of ExcellenceBuilding your Center of Excellence
Building your Center of Excellence
 
Integrating Risk Appetite With Strategy Feb 14 2011
Integrating Risk Appetite With Strategy   Feb 14 2011Integrating Risk Appetite With Strategy   Feb 14 2011
Integrating Risk Appetite With Strategy Feb 14 2011
 
HR and Talent Management Toolkit - Overview and Approach
HR and Talent Management Toolkit - Overview and ApproachHR and Talent Management Toolkit - Overview and Approach
HR and Talent Management Toolkit - Overview and Approach
 
Strategic Risk: Linking Risk Management & Strategy Management processes
Strategic Risk: Linking Risk Management & Strategy Management processesStrategic Risk: Linking Risk Management & Strategy Management processes
Strategic Risk: Linking Risk Management & Strategy Management processes
 
SAP Reference Architecture based on LeanIX
SAP Reference Architecture based on LeanIXSAP Reference Architecture based on LeanIX
SAP Reference Architecture based on LeanIX
 
Strategy Execution
Strategy ExecutionStrategy Execution
Strategy Execution
 
Post Merger Integration: Keys to Success
Post Merger Integration: Keys to SuccessPost Merger Integration: Keys to Success
Post Merger Integration: Keys to Success
 
Netpluz Managed SOC - MSS Service
Netpluz Managed SOC - MSS Service Netpluz Managed SOC - MSS Service
Netpluz Managed SOC - MSS Service
 
Coso erm
Coso ermCoso erm
Coso erm
 
Enterprise Risk Management Framework
Enterprise Risk Management FrameworkEnterprise Risk Management Framework
Enterprise Risk Management Framework
 
IT Strategy Assessment & Optimization - Catallysts Approach
IT Strategy Assessment & Optimization - Catallysts ApproachIT Strategy Assessment & Optimization - Catallysts Approach
IT Strategy Assessment & Optimization - Catallysts Approach
 

Similaire à Issues in carve out

M&AI Seven Tenets Jul14
M&AI Seven Tenets Jul14M&AI Seven Tenets Jul14
M&AI Seven Tenets Jul14Mike Sum
 
Finance Process Optimization - Mapping the Journey to High Performance
Finance Process Optimization - Mapping the Journey to High PerformanceFinance Process Optimization - Mapping the Journey to High Performance
Finance Process Optimization - Mapping the Journey to High PerformanceStephen G. Lynch
 
BSG (UK) Thinking strategically about compliance version 1
BSG (UK) Thinking strategically about compliance version 1BSG (UK) Thinking strategically about compliance version 1
BSG (UK) Thinking strategically about compliance version 1BSG (UK)
 
Project Execution in Changing Times - Focus on the Essentials
Project Execution in Changing Times - Focus on the EssentialsProject Execution in Changing Times - Focus on the Essentials
Project Execution in Changing Times - Focus on the EssentialsEndeavor Management
 
Principia21 Overview And Example Case Studies
Principia21 Overview And Example Case StudiesPrincipia21 Overview And Example Case Studies
Principia21 Overview And Example Case StudiesCraig B. DeLano
 
Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)
Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)
Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)Richard Swartzbaugh
 
UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...
UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...
UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...Danielle Butler-Miles
 
Taking A Holistic Approach To Working Capital Pilots Log
Taking A Holistic Approach To Working Capital  Pilots LogTaking A Holistic Approach To Working Capital  Pilots Log
Taking A Holistic Approach To Working Capital Pilots LogIgor Zax (Zaks)
 
A Comprehensive Approach to Application Portfolio Rationalization
A Comprehensive Approach to Application Portfolio RationalizationA Comprehensive Approach to Application Portfolio Rationalization
A Comprehensive Approach to Application Portfolio RationalizationCognizant
 
SMU Solved Assignment MB0052
SMU Solved Assignment MB0052SMU Solved Assignment MB0052
SMU Solved Assignment MB0052Revlon
 
Jijesoft Your Strategic Partner
Jijesoft   Your Strategic PartnerJijesoft   Your Strategic Partner
Jijesoft Your Strategic PartnerJijesoft
 
Strategic Planning Paper 7 2009
Strategic Planning Paper 7 2009Strategic Planning Paper 7 2009
Strategic Planning Paper 7 2009Michael Raftery
 
IT Consolidation: The 5E Framework
IT Consolidation: The 5E FrameworkIT Consolidation: The 5E Framework
IT Consolidation: The 5E FrameworkRavi Bansal
 
ARMnet Business Intelligence White Paper
ARMnet Business Intelligence White PaperARMnet Business Intelligence White Paper
ARMnet Business Intelligence White PaperTimMagill
 

Similaire à Issues in carve out (20)

M&AI Seven Tenets Jul14
M&AI Seven Tenets Jul14M&AI Seven Tenets Jul14
M&AI Seven Tenets Jul14
 
Enews 09-28-06
Enews 09-28-06Enews 09-28-06
Enews 09-28-06
 
Finance Process Optimization - Mapping the Journey to High Performance
Finance Process Optimization - Mapping the Journey to High PerformanceFinance Process Optimization - Mapping the Journey to High Performance
Finance Process Optimization - Mapping the Journey to High Performance
 
BSG (UK) Thinking strategically about compliance version 1
BSG (UK) Thinking strategically about compliance version 1BSG (UK) Thinking strategically about compliance version 1
BSG (UK) Thinking strategically about compliance version 1
 
Project Execution in Changing Times - Focus on the Essentials
Project Execution in Changing Times - Focus on the EssentialsProject Execution in Changing Times - Focus on the Essentials
Project Execution in Changing Times - Focus on the Essentials
 
Bi kpmg
Bi kpmgBi kpmg
Bi kpmg
 
Bi kpmg
Bi kpmgBi kpmg
Bi kpmg
 
Principia21 Overview And Example Case Studies
Principia21 Overview And Example Case StudiesPrincipia21 Overview And Example Case Studies
Principia21 Overview And Example Case Studies
 
Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)
Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)
Mergers Acquisitions Divestitures Integration Framework (M&A) (MADI)
 
UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...
UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...
UEP Getting Ahead Through Six Practices, Practice 5 World Class Integrated Pl...
 
Taking A Holistic Approach To Working Capital Pilots Log
Taking A Holistic Approach To Working Capital  Pilots LogTaking A Holistic Approach To Working Capital  Pilots Log
Taking A Holistic Approach To Working Capital Pilots Log
 
A Comprehensive Approach to Application Portfolio Rationalization
A Comprehensive Approach to Application Portfolio RationalizationA Comprehensive Approach to Application Portfolio Rationalization
A Comprehensive Approach to Application Portfolio Rationalization
 
SMU Solved Assignment MB0052
SMU Solved Assignment MB0052SMU Solved Assignment MB0052
SMU Solved Assignment MB0052
 
Jijesoft Your Strategic Partner
Jijesoft   Your Strategic PartnerJijesoft   Your Strategic Partner
Jijesoft Your Strategic Partner
 
Business plan-of villit
Business plan-of villitBusiness plan-of villit
Business plan-of villit
 
Best Practices in Human Resources
Best Practices in Human ResourcesBest Practices in Human Resources
Best Practices in Human Resources
 
Strategic Planning Paper 7 2009
Strategic Planning Paper 7 2009Strategic Planning Paper 7 2009
Strategic Planning Paper 7 2009
 
Strategic Planning Paper 7 2009
Strategic Planning Paper 7 2009Strategic Planning Paper 7 2009
Strategic Planning Paper 7 2009
 
IT Consolidation: The 5E Framework
IT Consolidation: The 5E FrameworkIT Consolidation: The 5E Framework
IT Consolidation: The 5E Framework
 
ARMnet Business Intelligence White Paper
ARMnet Business Intelligence White PaperARMnet Business Intelligence White Paper
ARMnet Business Intelligence White Paper
 

Dernier

APRIL2024_UKRAINE_xml_0000000000000 .pdf
APRIL2024_UKRAINE_xml_0000000000000 .pdfAPRIL2024_UKRAINE_xml_0000000000000 .pdf
APRIL2024_UKRAINE_xml_0000000000000 .pdfRbc Rbcua
 
8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR
8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR
8447779800, Low rate Call girls in Shivaji Enclave Delhi NCRashishs7044
 
Global Scenario On Sustainable and Resilient Coconut Industry by Dr. Jelfina...
Global Scenario On Sustainable  and Resilient Coconut Industry by Dr. Jelfina...Global Scenario On Sustainable  and Resilient Coconut Industry by Dr. Jelfina...
Global Scenario On Sustainable and Resilient Coconut Industry by Dr. Jelfina...ictsugar
 
Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...
Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...
Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...lizamodels9
 
FULL ENJOY Call girls in Paharganj Delhi | 8377087607
FULL ENJOY Call girls in Paharganj Delhi | 8377087607FULL ENJOY Call girls in Paharganj Delhi | 8377087607
FULL ENJOY Call girls in Paharganj Delhi | 8377087607dollysharma2066
 
Annual General Meeting Presentation Slides
Annual General Meeting Presentation SlidesAnnual General Meeting Presentation Slides
Annual General Meeting Presentation SlidesKeppelCorporation
 
/:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In...
/:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In.../:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In...
/:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In...lizamodels9
 
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...lizamodels9
 
Islamabad Escorts | Call 03070433345 | Escort Service in Islamabad
Islamabad Escorts | Call 03070433345 | Escort Service in IslamabadIslamabad Escorts | Call 03070433345 | Escort Service in Islamabad
Islamabad Escorts | Call 03070433345 | Escort Service in IslamabadAyesha Khan
 
2024 Numerator Consumer Study of Cannabis Usage
2024 Numerator Consumer Study of Cannabis Usage2024 Numerator Consumer Study of Cannabis Usage
2024 Numerator Consumer Study of Cannabis UsageNeil Kimberley
 
NewBase 19 April 2024 Energy News issue - 1717 by Khaled Al Awadi.pdf
NewBase  19 April  2024  Energy News issue - 1717 by Khaled Al Awadi.pdfNewBase  19 April  2024  Energy News issue - 1717 by Khaled Al Awadi.pdf
NewBase 19 April 2024 Energy News issue - 1717 by Khaled Al Awadi.pdfKhaled Al Awadi
 
Innovation Conference 5th March 2024.pdf
Innovation Conference 5th March 2024.pdfInnovation Conference 5th March 2024.pdf
Innovation Conference 5th March 2024.pdfrichard876048
 
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...lizamodels9
 
The CMO Survey - Highlights and Insights Report - Spring 2024
The CMO Survey - Highlights and Insights Report - Spring 2024The CMO Survey - Highlights and Insights Report - Spring 2024
The CMO Survey - Highlights and Insights Report - Spring 2024christinemoorman
 
Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...
Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...
Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...lizamodels9
 
Call Us 📲8800102216📞 Call Girls In DLF City Gurgaon
Call Us 📲8800102216📞 Call Girls In DLF City GurgaonCall Us 📲8800102216📞 Call Girls In DLF City Gurgaon
Call Us 📲8800102216📞 Call Girls In DLF City Gurgaoncallgirls2057
 
BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,
BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,
BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,noida100girls
 
8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR
8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR
8447779800, Low rate Call girls in New Ashok Nagar Delhi NCRashishs7044
 
Cybersecurity Awareness Training Presentation v2024.03
Cybersecurity Awareness Training Presentation v2024.03Cybersecurity Awareness Training Presentation v2024.03
Cybersecurity Awareness Training Presentation v2024.03DallasHaselhorst
 

Dernier (20)

APRIL2024_UKRAINE_xml_0000000000000 .pdf
APRIL2024_UKRAINE_xml_0000000000000 .pdfAPRIL2024_UKRAINE_xml_0000000000000 .pdf
APRIL2024_UKRAINE_xml_0000000000000 .pdf
 
8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR
8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR
8447779800, Low rate Call girls in Shivaji Enclave Delhi NCR
 
Global Scenario On Sustainable and Resilient Coconut Industry by Dr. Jelfina...
Global Scenario On Sustainable  and Resilient Coconut Industry by Dr. Jelfina...Global Scenario On Sustainable  and Resilient Coconut Industry by Dr. Jelfina...
Global Scenario On Sustainable and Resilient Coconut Industry by Dr. Jelfina...
 
Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...
Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...
Call Girls In Radisson Blu Hotel New Delhi Paschim Vihar ❤️8860477959 Escorts...
 
FULL ENJOY Call girls in Paharganj Delhi | 8377087607
FULL ENJOY Call girls in Paharganj Delhi | 8377087607FULL ENJOY Call girls in Paharganj Delhi | 8377087607
FULL ENJOY Call girls in Paharganj Delhi | 8377087607
 
Annual General Meeting Presentation Slides
Annual General Meeting Presentation SlidesAnnual General Meeting Presentation Slides
Annual General Meeting Presentation Slides
 
/:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In...
/:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In.../:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In...
/:Call Girls In Indirapuram Ghaziabad ➥9990211544 Independent Best Escorts In...
 
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
 
Islamabad Escorts | Call 03070433345 | Escort Service in Islamabad
Islamabad Escorts | Call 03070433345 | Escort Service in IslamabadIslamabad Escorts | Call 03070433345 | Escort Service in Islamabad
Islamabad Escorts | Call 03070433345 | Escort Service in Islamabad
 
2024 Numerator Consumer Study of Cannabis Usage
2024 Numerator Consumer Study of Cannabis Usage2024 Numerator Consumer Study of Cannabis Usage
2024 Numerator Consumer Study of Cannabis Usage
 
NewBase 19 April 2024 Energy News issue - 1717 by Khaled Al Awadi.pdf
NewBase  19 April  2024  Energy News issue - 1717 by Khaled Al Awadi.pdfNewBase  19 April  2024  Energy News issue - 1717 by Khaled Al Awadi.pdf
NewBase 19 April 2024 Energy News issue - 1717 by Khaled Al Awadi.pdf
 
Corporate Profile 47Billion Information Technology
Corporate Profile 47Billion Information TechnologyCorporate Profile 47Billion Information Technology
Corporate Profile 47Billion Information Technology
 
Innovation Conference 5th March 2024.pdf
Innovation Conference 5th March 2024.pdfInnovation Conference 5th March 2024.pdf
Innovation Conference 5th March 2024.pdf
 
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
Call Girls In Sikandarpur Gurgaon ❤️8860477959_Russian 100% Genuine Escorts I...
 
The CMO Survey - Highlights and Insights Report - Spring 2024
The CMO Survey - Highlights and Insights Report - Spring 2024The CMO Survey - Highlights and Insights Report - Spring 2024
The CMO Survey - Highlights and Insights Report - Spring 2024
 
Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...
Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...
Lowrate Call Girls In Sector 18 Noida ❤️8860477959 Escorts 100% Genuine Servi...
 
Call Us 📲8800102216📞 Call Girls In DLF City Gurgaon
Call Us 📲8800102216📞 Call Girls In DLF City GurgaonCall Us 📲8800102216📞 Call Girls In DLF City Gurgaon
Call Us 📲8800102216📞 Call Girls In DLF City Gurgaon
 
BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,
BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,
BEST Call Girls In Greater Noida ✨ 9773824855 ✨ Escorts Service In Delhi Ncr,
 
8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR
8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR
8447779800, Low rate Call girls in New Ashok Nagar Delhi NCR
 
Cybersecurity Awareness Training Presentation v2024.03
Cybersecurity Awareness Training Presentation v2024.03Cybersecurity Awareness Training Presentation v2024.03
Cybersecurity Awareness Training Presentation v2024.03
 

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- ment consulting firm and the world’s leading advisor on business strategy. We partner with clients in all sectors and regions to identify their highest-value opportunities, address their most critical challenges, and transform their businesses. Our customized approach combines deep in- sight into the dynamics of companies and markets with close collaboration at all levels of the client organization. This ensures that our clients achieve sustainable compet- itive advantage, build more capable organizations, and secure lasting results. Founded in 1963, BCG is a private company with 66 offices in 38 countries. For more infor- 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
  • 11. For a complete list of BCG publications and information about how to obtain copies, please visit our Web site at www.bcg.com/publications. To receive future publications in electronic form about this topic or others, please visit our subscription Web site at www.bcg.com/subscribe. © The Boston Consulting Group, Inc. 2008. All rights reserved. 6/08
  • 12. Abu Dhabi Cologne Lisbon New Delhi Stockholm Amsterdam Copenhagen London New Jersey Stuttgart Athens Dallas Los Angeles New York Sydney Atlanta Detroit Madrid Oslo Taipei Auckland Dubai Melbourne Paris Tokyo Bangkok Düsseldorf Mexico City Philadelphia Toronto Barcelona Frankfurt Miami Prague Vienna Beijing Hamburg Milan Rome Warsaw Berlin Helsinki Minneapolis San Francisco Washington Boston Hong Kong Monterrey Santiago Zurich Brussels Houston Moscow São Paulo Budapest Jakarta Mumbai Seoul Buenos Aires Kiev Munich Shanghai Chicago Kuala Lumpur Nagoya Singapore bcg.com