Waarom mislukken zo veel fusies en samenwerkingen? Wat kunnen bestuurders en adviseurs doen? Deze presentatie werd gehouden tijdens het seminar van Zorgplan

1. Tuurlijk kunnen formele
samenwerkingen werken....
Infosupport/JdG/20090420

2. Samenwerkingen en fusies in zorg zijn een hot topic
In 25 jaar zijn er 86
ziekenhuisfusies geweest
2
Source: Internet

3. Index
Formal cooperation: failure guaranteed?
A model for succesfull cooperations
3
Source:

4. Acquisitions are aimed at creating extra value
though post-acquisition synergy
Cost based synergies
New total cost are reduced by realising economies
of scale and reduction of duplicate activities
Example:
- Spreading fixed cost like R&D and promotion over
synergy more customers
- Reducing administration, ICT etc
Company A
Company A
Main
reason
Company
Benefit based synergies
B
The combination shares competences which
facilitates extra revenue or access to new segments
Example:
- Access to new geographical segment
- Access to distribution channels
- buying new eCommerce capabilities (Achmea)
4
Source: Capron

5. A corporation can diversify either vertically or
horizontally
Supplier
business
Backward vertical
integration
Unrelated
Related Current
Competitor business
business business
Related Forward vertical Horizontal Unrelated
diversification integration expansion diversification
Buyer
business
5
Source: De Wit & Meyer

6. Today we focus on formal forms of cooperation
Acquisition
Merger
The initiative should match
Joint Venture
strategic intent with form,
direction and synergy
Contract
Network
1:1
Agreement
Direction
Cost
Benefit
Intended
synergie
6
Source: Venture Form Model

7. Research consistently shows that results don’t meet
management’s expectations
Improvement of joint results
7
Source: Capron, Douma, Porter
Sources:

8. Just over 50% of the new ventures last at least 5
years
8
Source: Douma, Capron, Porter
Sources:

9. The selection of the right candidate, but especially the
failure to integrate are the reasons for not succeeding
Reasons CEO’s state for not creating (or even destroying) shareholder
value
1. Failure to integrate the new venture into the corporation
2. Selecting the wrong candidate
3. Price for acquisition was too high
9
Source: BCG

10. Index
Formal cooperation: failure guaranteed?
A model for succesfull cooperations
10
Source:

11. Succesfull cooperations start with strategy, manage
their formation process and manage the integration
- Define the desired synergie based
on your strategy
- Select a partner who matches the
desired synergie
Start with - Set up a sound strategy for the new
a strategic venture
vision
- Use a experienced,
Succesful
balanced deal team
- Focus on the integration cooperations
- Set up main principles
- Set up a post acquisition
quickly,
project that ensures Manage Manage
but work out the details
synergies are realised integration the
thoroughly
and process
synergie
11
Source: Essence Consulting
The

12. Start with a strategic vision to ensure that your new
ventures matches your strategy
2 3
1
Desired
Strategy synergy Partner
You
?
Eg low cost > adv. of scale
NewCo
Desired
synergy Strategy
Potential Potential
Start by defining what the When selecting the partner After selecting start with
needed synergy is to realise focus on the desired synergy. defining a sound strategy for
your strategy Don’t fall for ‘the smoothest the venture. Ensure that your
process’ desired synergy is the basis for
the businessplan
DO: DON’T:
WMO kantoor Thuiszorg megafusie
12
Source: Essence Consulting
The

13. Use an experienced and balanced deal team
Experienced deal teams have a The deal team should combine
much higher change of success business, M&A and process skills
Succes
Business M&A
expertise expertise
Process
management
Nr of acquisitions
skills
KZN case
iTouch case
13
Source: Zollo, The Essence Consulting cases
M.

14. Set up the main principles quickly, but work out the
details thoroughly
Cooperation process lay the foundation for long term performance
Business Share-
Cooperation set up plan holder
process agreement
“Set up the main principles quickly,
but work out the details thoroughly “
No details.. Flaws in decision
CASE:
“We agree on the main structure, synergy
HbH thuiszorg joint
principles, let the experts not realised or too
venture
work out the details” high priced
Details and more details Unsuccessful start
CASE:
“let’s start with article 1.1.1 or even broken off
iTouch
definitions” process
14
Source:
Zollo, Harding, Taulli, Essence cases

15. Only in a limited number of cases cost advantages
were actively pursuit…
% of companies who reported to have
actively reduced means after acquisition
Strangely enough are cost advantages
only limited pursuit
In most cases potential cost
advantages must be available (fixed
cost, processes etc)
Most acquiring companies are not
pursuing post-acquisition cost
advantages
15
Source: Capron

16. ‘A marriage is worth more then just the wedding’
(focus on integration and realising the synergies)
Business
Cooperation set up Going concern
Share- Integration phase
plan holder
process
agreement
Phase where you design the Phase where you REALISE the
venture and possible synergies intended synergies
Set up an integration project headed by a senior manager
Plan a ‘sweep project’ where you ensure that the remaining unrealised synergies are realised
CASE: Argonaut
16
Source:
Hapeslagh, Capron, M. Zollo