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Transitions - Acquisitions
         Change




                         Ralph Lassiter
Fighting the Urgency Addiction
 Training & Organizational Development
Guess What?




However, I will share . . .
   Reasons for acquisitions
   Current Integration process
   Approach to managing change
   Measurement process
   Lessons Learned
   Continuing issues . . .
HDR’s Strategic Goal is to be . . .




                     One Great
                    Sustainable
                     Company


                              Return on
         A Legacy Firm      Shareholders’
                             Investment
Four Themes Drive Our Strategies




                                                           A Legacy
                                                             Firm

   Employer      Organization   Consultant   Investment                    One Great
                                                                          Sustainable
   of Choice     of Choice      of Choice    of Choice                     Company
                                                            Return on
                                                          Shareholders’
                                                           Investment




• Acquisitions is at the core of HDR’s growth strategy.
• Acquired firms close gaps in geographic presence or service lines
32 Firms Acquired in past 10 years

8                                             8

7

6                                                  6

5                                        5

4

3          3

2               2         2    2    2

1     1              1

0
    1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Average Employee Population per Firm
 (Range: 10 – 159 Overall Ave: 48)
100
 90
 80
 70
 60
 50
 40
 30
 20
 10
  0
      1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Our Acquisition Process is fairly typical

                     Integration         Business Leader
                       Process            Recommends
                        Begins              Target




                                                    Management
      Document Signing
                                                    Team Makes
            &
                                                     Go/No Go
    Announcement to Staff
                                                      Decision




                    Final Decision   Due Diligence
                        Made         Conducted
                                     •   Acquisition Manager
                                     •   Business Champion
                                     •   Finance Manager
                                     •   HR Representative
We’re still taking baby steps with our
Integration Process
1.   On-site Integration Manager
        Former operations leader
        Primary liaison & communications agent
        Guides integration process
2.   Integration Checklist
        Designed by T&OD
        Schedule-specific activities
        Completed during change management training
3.   Change Management Training for Leaders (1 day wksp)
        Immediately following deal signing
        Focus is understanding and applying key principles
4.   Change Participation Training for Employees (1.2 hr mtg)
        Focus is seeing the silver lining & participation in the integration
        process
Key message for leaders – “Making the deal is a
warm-up, the real job is making the deal work!”


  Mergers/Acquisitions start as Financial Proposition

  But become a Human Transaction

  Leaders must manage the transition of process,
  procedures, systems, etc, etc (CHANGE)

  Performance Consultants provide CM technical
  assistance
     Prosci certified (www.prosci.com)
     Extensive tool box (templates, sample plans, forms, etc.)
Prosci’s research indicates that the greatest
contributors to success . . .

1.   Active and visible executive sponsorship
2.   Buy-in from front-line managers and employees
3.   Exceptional project team
4.   Continuous and targeted communication
5.   Well planned and organized approach




                                 Source: 2006 Prosci Research Report
Our experience indicates . . .

  Build leader change management competency
  IMMEDIATELY!!

  Develop a CM Plan with involvement from
  leadership team (HDR & acquired firm)
    Over communicate with all key stakeholders
    Integration manager on the ground from the beginning
  Integrate CM activities within reoccurring
  management activities
    CM or Integration is a regular management team agenda
    item
Tendency is to apply CM as an after thought . .




                          1st acquisition: 80+ employees
                          No Change Management

Business                  5 original employees retained, 5
processes                 years later




                                    Change
                                    management
                                    process
Integrating CM, from the beginning, generates
      significant returns . . .
                              1 Year Post Acquisition Measurement
                              indicates that CM integration Increases:
                              • Productivity
                              • Service & Deliverable Quality
                              • Client Satisfaction
                              • Morale - Less employee resistance
                              • Profitability
Business                      • Organizational Change Competency
improvement
process
                                        Change
                                        management
                                        process
CM Training introduces the
Risk and Flight Model
                                                                         Turnover of valued employees
                                             Risk / flight               Tangible customer impact
Increasing fear and resistance



                                                                         Active resistance




                                                                degree   Productivity loss
                                          Worry / uncertainty            Employee dissatisfaction
                                                                         Passive resistance
                                                 time


                                                                         Normal work environment
                                          Comfort / security


                                          Time
                   1st communication or
                   1st rumor                                                                   © Prosci
Transition Performance Curve


        Leaders’ Goal with CM:
       • Minimize Magnitude of Performance Drop
       • Minimize Length of Performance Drop


                                      Future
                                   Performance
      Current             (t)
    Performance
                                  (d)


                   Time
Change Principles – In Summary

  Communicate – Communicate - Communicate
     Seek input - Encourage Questions & Opinions
     Don’t Be Afraid to Seek or Share Bad News
     Being Well Informed Reduces Concern & Resistance

  Anxiety caused by Change is Natural & Inevitable
     Managers & Employees React to Change Similarly
     Build Desire – Business & Personal Change Reasons

  Successful Change is an On-going Process
     Requires Everyone
     Takes Planning & Time.
     Problems will Occur, Even with the Best Planning
     Be Patient, But Proceed with a Sense of Urgency
Communication is Critical
 Most merger integration problems rooted in
 communication issues
 Communication problems
    Lead to Productivity problems
    Lead to Morale problems
    lead to Profitability problems




  “I don’t understand how these changes affect me!”
Develop a Communications Plan

 Start communication effort ASAP
 Communicate frequently
   Use face-to-face methods primarily
   Provide regular, written acquisition updates
   Address impact on employees
   Seek bad news
 Provide avenue for employees to ask questions
 All managers should practice MBWA
 Regular communications from senior manager
ADKAR is introduced as primary CM tool


 ADKAR consists of five phases that occur when
  change impacts us:

 Awareness of the need for change (why).
 Desire to support and participate in the change (our choice).
 Knowledge about how to change (the learning process).
 Ability to implement the change (turning knowledge into
   action).
 Reinforcement to sustain the change (celebrating success).
With non-managers, the goal is to have
them participate in change, not perceive
selves as victims

 Ask questions and make recommendations
 Help solve problems, support your co-workers
 and remain results oriented.
 Avoid public support and private criticism of
 change; instead discuss concerns openly
 Take advantage of opportunities to grow
 professionally.
Change can feel like a jump into
  the unknown – bringing fear,
  anxiety, anger and confusion.



You may ask . . .
“Why am I doing this?”
“Will it be easy & painless?”
“Or difficult & scary?”
  Finally . . .
  “Where & how will I land ?!?”
Once you leave behind what
               is known and safe, you’ll
               find yourself in a place of
               ambiguity and
               disorientation –
                    The Neutral Zone
                You may have no control over
                  your environment,

But, you do have control over
  your response to the
  environment!
Key Principle


The actual impact of each change on you is directly
       related to how you react to the change.




                   .
Build & Maintain Your Resilience

  Anticipate change
  Take care of yourself
  Train for change
  Use a wide angle lens
  Learn from the past
  Ask advice from veterans
  Be flexible
  Know & use available resources
Lessons Learned – Continuing Issues

 Never a good reason to not build CM competency

 Integration management is a full-time assignment

 Due diligence should include culture assessment
   Toughest call: Good deal financially but poor culture fit


 Assessment is 1 year post-acquisition
   Measure Morale-Engagement sooner
 The BIG One! (400-500 employee firm) – Yikes!!
Transitions - Acquisitions
         Change




                         Ralph Lassiter
Fighting the Urgency Addiction
 Training & Organizational Development

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Transitions acquisitions-change

  • 1. Transitions - Acquisitions Change Ralph Lassiter Fighting the Urgency Addiction Training & Organizational Development
  • 2. Guess What? However, I will share . . . Reasons for acquisitions Current Integration process Approach to managing change Measurement process Lessons Learned Continuing issues . . .
  • 3. HDR’s Strategic Goal is to be . . . One Great Sustainable Company Return on A Legacy Firm Shareholders’ Investment
  • 4. Four Themes Drive Our Strategies A Legacy Firm Employer Organization Consultant Investment One Great Sustainable of Choice of Choice of Choice of Choice Company Return on Shareholders’ Investment • Acquisitions is at the core of HDR’s growth strategy. • Acquired firms close gaps in geographic presence or service lines
  • 5. 32 Firms Acquired in past 10 years 8 8 7 6 6 5 5 4 3 3 2 2 2 2 2 1 1 1 0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
  • 6. Average Employee Population per Firm (Range: 10 – 159 Overall Ave: 48) 100 90 80 70 60 50 40 30 20 10 0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
  • 7. Our Acquisition Process is fairly typical Integration Business Leader Process Recommends Begins Target Management Document Signing Team Makes & Go/No Go Announcement to Staff Decision Final Decision Due Diligence Made Conducted • Acquisition Manager • Business Champion • Finance Manager • HR Representative
  • 8. We’re still taking baby steps with our Integration Process 1. On-site Integration Manager Former operations leader Primary liaison & communications agent Guides integration process 2. Integration Checklist Designed by T&OD Schedule-specific activities Completed during change management training 3. Change Management Training for Leaders (1 day wksp) Immediately following deal signing Focus is understanding and applying key principles 4. Change Participation Training for Employees (1.2 hr mtg) Focus is seeing the silver lining & participation in the integration process
  • 9. Key message for leaders – “Making the deal is a warm-up, the real job is making the deal work!” Mergers/Acquisitions start as Financial Proposition But become a Human Transaction Leaders must manage the transition of process, procedures, systems, etc, etc (CHANGE) Performance Consultants provide CM technical assistance Prosci certified (www.prosci.com) Extensive tool box (templates, sample plans, forms, etc.)
  • 10. Prosci’s research indicates that the greatest contributors to success . . . 1. Active and visible executive sponsorship 2. Buy-in from front-line managers and employees 3. Exceptional project team 4. Continuous and targeted communication 5. Well planned and organized approach Source: 2006 Prosci Research Report
  • 11. Our experience indicates . . . Build leader change management competency IMMEDIATELY!! Develop a CM Plan with involvement from leadership team (HDR & acquired firm) Over communicate with all key stakeholders Integration manager on the ground from the beginning Integrate CM activities within reoccurring management activities CM or Integration is a regular management team agenda item
  • 12. Tendency is to apply CM as an after thought . . 1st acquisition: 80+ employees No Change Management Business 5 original employees retained, 5 processes years later Change management process
  • 13. Integrating CM, from the beginning, generates significant returns . . . 1 Year Post Acquisition Measurement indicates that CM integration Increases: • Productivity • Service & Deliverable Quality • Client Satisfaction • Morale - Less employee resistance • Profitability Business • Organizational Change Competency improvement process Change management process
  • 14. CM Training introduces the Risk and Flight Model Turnover of valued employees Risk / flight Tangible customer impact Increasing fear and resistance Active resistance degree Productivity loss Worry / uncertainty Employee dissatisfaction Passive resistance time Normal work environment Comfort / security Time 1st communication or 1st rumor © Prosci
  • 15. Transition Performance Curve Leaders’ Goal with CM: • Minimize Magnitude of Performance Drop • Minimize Length of Performance Drop Future Performance Current (t) Performance (d) Time
  • 16. Change Principles – In Summary Communicate – Communicate - Communicate Seek input - Encourage Questions & Opinions Don’t Be Afraid to Seek or Share Bad News Being Well Informed Reduces Concern & Resistance Anxiety caused by Change is Natural & Inevitable Managers & Employees React to Change Similarly Build Desire – Business & Personal Change Reasons Successful Change is an On-going Process Requires Everyone Takes Planning & Time. Problems will Occur, Even with the Best Planning Be Patient, But Proceed with a Sense of Urgency
  • 17. Communication is Critical Most merger integration problems rooted in communication issues Communication problems Lead to Productivity problems Lead to Morale problems lead to Profitability problems “I don’t understand how these changes affect me!”
  • 18. Develop a Communications Plan Start communication effort ASAP Communicate frequently Use face-to-face methods primarily Provide regular, written acquisition updates Address impact on employees Seek bad news Provide avenue for employees to ask questions All managers should practice MBWA Regular communications from senior manager
  • 19. ADKAR is introduced as primary CM tool ADKAR consists of five phases that occur when change impacts us: Awareness of the need for change (why). Desire to support and participate in the change (our choice). Knowledge about how to change (the learning process). Ability to implement the change (turning knowledge into action). Reinforcement to sustain the change (celebrating success).
  • 20. With non-managers, the goal is to have them participate in change, not perceive selves as victims Ask questions and make recommendations Help solve problems, support your co-workers and remain results oriented. Avoid public support and private criticism of change; instead discuss concerns openly Take advantage of opportunities to grow professionally.
  • 21.
  • 22. Change can feel like a jump into the unknown – bringing fear, anxiety, anger and confusion. You may ask . . . “Why am I doing this?” “Will it be easy & painless?” “Or difficult & scary?” Finally . . . “Where & how will I land ?!?”
  • 23. Once you leave behind what is known and safe, you’ll find yourself in a place of ambiguity and disorientation – The Neutral Zone You may have no control over your environment, But, you do have control over your response to the environment!
  • 24.
  • 25.
  • 26. Key Principle The actual impact of each change on you is directly related to how you react to the change. .
  • 27. Build & Maintain Your Resilience Anticipate change Take care of yourself Train for change Use a wide angle lens Learn from the past Ask advice from veterans Be flexible Know & use available resources
  • 28. Lessons Learned – Continuing Issues Never a good reason to not build CM competency Integration management is a full-time assignment Due diligence should include culture assessment Toughest call: Good deal financially but poor culture fit Assessment is 1 year post-acquisition Measure Morale-Engagement sooner The BIG One! (400-500 employee firm) – Yikes!!
  • 29. Transitions - Acquisitions Change Ralph Lassiter Fighting the Urgency Addiction Training & Organizational Development