Thought Piece

Work goes most smoothly when it is planed early: how are we going to put the companies together? How are we going to run them? Where are the synergies and the improvements going to be made? Why are we buying it? What are the changes and improvements we want? When and how will we deliver them? These are the fundamental questions around the corporate strategy.

Around any M&A those leading the integration need to understand where the merged entity is heading. By that I mean what they will look like together and how they will be run.

One of the clichés you hear about M&A is that communication is vital. But good communication relies on good planning. If you have not planned what the new company is going to do, then you don't know what to tell people or when to tell them. Essentially if there is a dearth of communication, or it is poor, the main reason is because the planning of the what, how, why and when of the whole integration has been poor.

One of the key elements of achieving a successful integration is the decision making. In any M&A decision-making can be tricky. An acquirer needs to look at the entity that has been acquired " go look and kick the tyres " to use a cliché and then the acquirer has to start making some decisions. In any uncertain situation the natural instinct is to slowdown decision making. This is particularly true at a sensitive time when your company has been taken over; you don't know the culture of the new owners. It is natural to feel that a wrong decision could weigh heavily against you. It would be foolish to deny that that makes sense, especially as mergers often lead to redundancies.

But decisions still need to be made and I encourage the process to be speeded up - make decisions on a 60/40 basis not on a 90/10 basis. People who have been through lots of mergers say that decisions need to be made today; we can't afford the luxury of waiting two or three months to probably make the same decision.

The ideal is to go faster and faster with decision making, basing it on as much research you can do and evidence you can find in the time you give yourselves. Since we are usually delivering profit directly to the bottom line whilst also moving the business forward, why wouldn't we want to deliver that profit as rapidly as possible?

While every case is different, and while some mistakes happen no matter how well run, there are some basics that have to happen in every integration, whether that is a corporate M&A, or a private equity deal, government, non-profit, charity or even two divisions merging internally (often called restructure or transformation) — which is happening more as companies seek to save money.

Experience is vital in M&A integration. When I am delivering an integration I have long and complete checklists, which reflect that accumulated experience. The checklist helps to review every single activity across all the entities involved. Now in some smaller deals a lot of that work is not needed and instead we may concentrate on perhaps 200-300 vital areas where action is required. But in a big deal every line will require examination and work across all business areas and functions.

In any M&A you have the exact same options for how you are going to do a given thing post merger: go with company A way of doing it or company B way or some sort of hybrid between A and B or find and implement a fourth way that's better than both. Whatever option you decide is best, it is essential to come back to the basic points: plan it and preferably plan it early, deliver rapidly to squeeze the profit out as fast as possible and communicate well.

Banks are not charities. But they do calculate the lifetime value of the customer and they understand the reputational risk to themselves of the slash and burn exercises they are sometimes accused of.

That brings us to the role of the banks, so often the largest creditor and certainly the one with the most intimate knowledge of how a company is faring. We all love a stereotype and the heartless, faceless bank pulling the plug on sound businesses over a minor blip sits deep in the business consciousness. But not all banks fit this caricature. "We want to work with management of a business facing difficulties to help identify the issues and provide solutions to get them back on track," says a senior manager with a leading retail bank. "We can make the most impact when the problems are identified early. We are keen for management to be open with us."

Banks are not charities. But they do calculate the lifetime value of the customer and they understand the reputational risk to themselves of the slash and burn exercises they are sometimes accused of. Most solutions to business difficulties involve access to more funds and/or different products (hedging, leasing, factoring) and that all adds up to continued and profitable involvement for the bank.

A Repositioning Turnaround may mean divestment of a troublesome subsidiary. It may mean embarking on (yet another) cost-cutting exercise, including turning away revenue opportunities if they are not of a sufficiently high margin. It most certainly involves a first step of getting an impartial and pragmatic overview of what the problem actually is, from Turnaround Professionals who also know the kind of language with which to talk to banks. The moment you take this kind of decisive action, you're likely to discover that there's no crisis, no drama, only urgent action that must start now.

Peter Charles 2010