CEO Corner: Making Mergers Work

By Steve Mayer, Founder, Chairman & CEO

Mergers and acquisitions are an important option for company growth during economic slowdowns when your overall market may be stagnant. Over the course of my career, I've helped more than two dozen clients carry out mergers or purchases of other businesses. And here at BPM, I've overseen eight mergers in the past fifteen years -- including our recent merger with Windes & McClaughry in southern California.

Many people have written about the upfront work required for a successful merger or acquisition – choosing your target strategically, doing appropriate due diligence, crafting the deal, and so on. And there's no doubt that this upfront work is extremely important. Without it, you are flying blind.

But the ultimate success of a merger is equally dependent – perhaps even more dependent – on what happens after the inking of the deal.

Some lessons I've learned over the years:

1. Involve your middle managers. It's not enough for the CEOs and top executives of the two businesses to coordinate. You need to empower mid-level people like the leaders of your manufacturing, distribution, and sales and marketing divisions – in our case, the leaders of our accounting, tax and consulting operations. Team them up with their counterparts from the merged/acquired business, and give them responsibility for implementing the merger in their area.

Don't forget your infrastructure. Along with the product line people, managers of divisions like finance and accounting, human resources, I.T., and legal should be asked to oversee their portion of the merger. Without careful attention to detail in these areas, the two organizations will never reach the efficiencies they were expecting.

2. Systematize best practices. Each division needs to put together a new set of best practices, drawing on the experience of both organizations. Simply imposing the practices of your organization won't work – you'll breed resentment and lose out on the the efficiencies and knowledge that were part of the value of the acquired company.

In many cases, each organization had old inefficient legacy systems. The merger gives you the ability to start over and build new state-of-the-art systems to run the combined organization.

3. Set a realistic timetable. CEOs often try to make all the merger-related changes immediately, but not everything needs to happen at once. Create a one- to two-year timetable for various merger steps. Some tasks such as creating a single payroll system, Web site and email system should happen quickly. But other tasks – such as figuring out best practices, recalibrating a bonus system, or upgrading I.T. systems – may benefit from a longer time frame.

Avoid the "buffet line" mistake – putting so much on your plate that you can't possibly eat it all. Listen to your managers in setting priorities. Trying to rush the integration is like trying to bake a cake in ten minutes instead of an hour: There is no way it will come out right.

4. Deliver a consistent message. Figure out the message you want to deliver to your employees, clients and the general public. Then as CEO, repeat it over and over. Make sure everyone in both organizations is speaking the same language. Is this a merger? A takeover? What's the reason for it? How does it benefit everyone? You'll run into trouble if part of your newly-expanded company sees the deal as a merger of equals but another sees it as a takeover.

5. Create clear financial metrics and budgets. Your combined organization will need new financial performance goals. That in turn will require strong financial reporting from day one, so you can measure whether you are on track with your goals.

One common benefit of a merger is reducing costs by eliminating operational redundancies. These should be listed, monitored and followed up frequently. But don't make the mistake of focusing only on "cost cutting." The key to most successful combinations is growing revenue through the additional resources available to both organizations.

6. Set clear expectations. You've now got managers and employees with with two sets of organizational histories – including different expectations about everything from how their work will be evaluated and compensated, to what time they should arrive at the office each morning.

Along with creating and communicating financial metrics, set clear expectations for the rest of the company's culture. These should never be dictated in a vacuum by top management. Rather, have the new organization develop them together with input from all levels. Trying to impose a culture from above may succeed in unifying the workforce – but only by sparking a universal resentment of top management.

7. Create an evaluation process to measure results against pre-merger expectations. Think back to the strategic reasons that you originally sought this merger – what were you trying to accomplish?

Create a mechanism for managers to periodically review the progress they've made on their merger-related goals. Create a similar mechanism for yourself to check in with them and make sure your strategy to integrate the two organizations is on track. Don't rely on memory: Write this stuff down. And rely on specific, measurable goals wherever possible.

In summary, mergers present a host of opportunities for a business – opportunities to expand in a slow-growing market, to add skills and resources, to replace time-worn practices with new and more efficient ones. These opportunities won't be realized if the merger is poorly implemented. But if done well, a merger can perform a kind of business alchemy – creating a new organization in which the sum of the parts is better and stronger together than either individual part.

This publication contains information in summary form and is intended for general guidance only. It is not intended to be a substitute for detailed research nor the exercise of professional judgment. Neither BPM nor any member of the BPM firm can accept any responsibility for loss brought to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor.