When planning an M&A deal, post M&A integration matters especially to the buyer side. How will the acquired business be integrated into the buyer’s group and existing business operations?
These are urgent considerations as trial and error is not an option. Typically the buyer will appoint team members to begin reviewing integration aspects before and during M&A negotiations and during the due diligence process.
Experienced acquirers say the integration should be largely completed within 90 days after the M&A deal is done.
Integration planning is necessary to help address certain practical M&A challenges. Such challenges may include:
- Cultural differences between the acquirer and the acquired – different corporate cultures, different national cultures, creative artistic culture versus professional systematic culture, and so forth
- Management differences – highly concentrated in a small start-up, highly delegated in a larger group
- Documentation differences – regular meeting minutes, accounting and budgeting procedures in some companies, laisser faire in some others
- Excessive personnel numbers in the acquirer and acquired?
Integration aspects to consider may therefore include:
- When and how to communicate (“sell”) the deal to customers, shareholders, management, employees, government, press, other stake-holders, etc.
- When and how to integrate management and accounting systems.
- What are the legal and technical constraints on system integration? For example, is e-invoicing required in some countries, not others?
- Whether and how to re-set corporate goals
- How will acquired intellectual property be used
- How will the combined business model and supply chain work?
- Whether to retain some or all the seller’s management team. How will they fit in with the buyer’s team. Will there be a talent competition or is there enough room for everyone’s talent?
- Whether to retain all the seller’s work force. This is of course highly sensitive and secrecy is vital while thinking about the issue.
- If anyone may be let go, what are the legal rules? What are the severance pay rules?
- What about employee ESOP plans?
- How to ensure any earn-out recipients receive what is due to them?
- In a tech operation, how will the buyer get acquainted with the seller’s knowhow?
- How and where will the buyer develop new versions of high tech or low tech products?
- Are there tax issues associated with a post-deal reorganization or asset strip?
- Etc.
Next Steps:
- Start planning the ingredients of your proposed acquisition or sale based on the above.
- Many of the surprises may be predictable with proper preparation.
- The buyer should consider post deal integration as part of the due diligence process.
- What is the other side really after? Can you read between the lines?
- Consult legal and professional advisors in each country concerned in specific cases.
- Contact us if you are looking for an M&A candidate to buy or sell.
- Contact us if you have your candidate and want to prepare for an M&A deal.
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