Post Merger People Integration
Post Merger People Integration
Post Merger People Integration
Post Merger
People
Integration
CONTENTS
Merger and Acquisition: The story so far
Post Merger People Integration
Addressing Key People and
Organization Risks
1
5
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affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
FOREWORD
As the global economy shows preliminary signs of recovery, merger and acquisition (M&A) activity is
poised to resurface. Last year, global M&A activity totaled USD 2.4 trillion, up 23 percent from the
year before, marking the first positive growth since 20071. Smaller deals dominated 2010, but each of
the four largest deals topped USD 20 billion1. There exist multiple triggers for companies to merge
or acquire. Most of them can be grouped into reasons such as growth, synergy, diversification,
horizontal & vertical integration, defensive measures and pressure to do a deal, any deal.
Anyone who has researched merger success rate knows that more than 70 percent of all
mergers and acquisitions fail to produce any benefit for the shareholders, and over half
actually destroy value2. Majority of the companies report that their M&A deal failures may
be attributed to people and organization issues such as lack of shared vision, leadership
clash, cultural mismatch, loss of key talent, misaligned structures, lack of management
commitment, lack of employee motivation, poor communication and poor change
management.
Financial advisors may guide merger managers in broad areas in which merger
synergies may be realized, but the success of a merger or an acquisition depends more
on getting the people equation right. Thus, it is vital for the organizations to be mindful
of people issues right from the design stage to the implementation stage.
However, when it comes to due diligence most activities relate to the tangible
assets such as financial structures, IT systems, or intellectual property, leaving
out the intangible assets such as organizational capital, relational capital,
cultural fitment and human resources. Thus the critical issue here is to have a
comprehensive yet tailored approach to Post-Merger People Integration.
Mismanagement of post merger people integration may lead to employee
disengagement, key talent attrition, goal misalignment, culture misalignment
and litigations. Thus may adversely affect the realization of merger synergies.
Effective post merger people integration program may help identify key
people and organizations related risks, and thereafter support creation of
appropriate risk mitigation strategies. It is also advisable to put in place a
dedicated merger project organization to ensure focused and expedient
integration.
Lastly, it is essential that Human Resources (HR) be involved and
kept abreast of the CEOs agenda with regard to the proposed
merger. The function should be proactively involved in all the stages
of a typical M&A, namely, scoping, due diligence, integration and
change institutionalization.
EXECUTIVE SUMMARY
Organizations typically undertake
Merger and Acquisition (M&A)
activity for variety of reasons such
as growth, synergy, diversification,
horizontal or vertical integration,
defensive measure and sometimes
pressure to do a deal, any deal.
Each reason may have its unique
impact on the integration strategy
of the merging entities. For
instance, in some cases top teams
are expected to closely collaborate
in key areas of synergies, whereas
in some other cases parallel
structures are retained to leverage
unique market capabilities.
People issues in a merger or an
acquisition can start surfacing in
the early stages of the deal if not
properly accounted and planned
for. Proactive post merger people
integration may help address
such issues. Entire process of
post merger people integration
may be broadly divided into four
stages, namely, scoping, HR due
diligence, integration and change
institutionalization. It is advisable
that HR be involved and kept
abreast of the CEOs agenda with
regard to the proposed merger in all
the stages.
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Figure 1
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Each respective reason for embarking on the M&A activity has corresponding people and organization related implications.
Table-1 illustrates such implications.
Growth
Synergy
Top teams to collaborate on key areas of synergy. Other areas are left intact.
Diversification
Defensive Measures
Anyone who has researched merger success rate knows that more than 70 percent
of all the mergers and acquisitions fail to produce any benefit for the shareholders,
and over half actually destroy value3. Majority of the companies report that their
M&A deal failures may be attributed to people and organization issues such
as lack of shared vision, leadership clash, cultural mismatch, loss of key talent,
misaligned structures, lack of management commitment, lack of employee
motivation, poor communication and poor change management.
People issues in a merger can begin at the earliest stages of the deal if not properly
accounted and planned for. It is essential that HR be involved and kept abreast of
the CEOs agenda with regard to the proposed merger. It is imperative that HR asks
critical questions in the initial meetings as well as across the merger process. The
function must be aware of the key stages and milestones in the process This would
also enable HR to effectively assess the key pitfalls that needed to be overcome to
support the CEOs agenda and manage human capital risks.
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Entire process of post merger people integration may be broadly divided into 4 stages, namely, scoping, HR due diligence,
integration and change institutionalization (refer figure-2 as illustration)1.
Figure 2
1 KPMG Analysis
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Change Institutionalization:
Appropriate change management
program may be put in place to manage
the change before and during the
integration, and to institutionalize the
change after the integration. Structure,
processes and metrics may be designed
to affect the same. However many
times in-spite of having the best in
class change management techniques,
many M&As do not reap the desired
result. This may be attributed to the
inability of the companies to address
the leadership challenges emerging out
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
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Figure 3
1 KPMG Analysis
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affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Structure Risk
Sound organization design applied
from early in the acquisition can be an
effective catalyst for ensuring that the
structure, process, governance, metrics,
and people are optimally configured and
aligned to fulfill the methodology of the
newly integrated company. The absence
of good design, on the other hand, can
result in ambiguous goals, lack of role
clarity, and inefficient decision making,
all potentially disastrous to a successful
integration.
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Talent Risk
Very often one of the key objectives
of a merger or an acquisition is to
acquire valuable human talent of an
organization. The talent pool is a critical
success factors for many deals and as
a part of the due diligence process, it
is necessary to study and evaluate the
available pool. Various retention factors
within an organization need to be
assessed and the viability of the same
be evaluated. Also those in charge of
an acquisition often limit their focus to
a small handful of top people, ignoring
people at the middle and the line
levelsleaving valuable human capital
vulnerable to poaching by competitors.
An acquisition or merger can create
conditions in which a company is at
risk for losing just those people who
may be critical to immediate and
longer-term business goals by virtue of
their management skills, knowledge
of business systems and processes,
and intellectual capital. This can have
consequences, not only downstream,
but for the transaction itself.
Culture Risk
Additionally, there also exists a
need to appropriately integrate the
talent processes of the two merging
companies. Studies show that the
degree of integration is of high
importance to the success of mergers
or acquisitions. Depending upon the
kind of the acquirer and the target
organization, and the vision for the
merged organization, varying level
of integration of the different talent
processes may be established. On the
one hand integration can be minimal,
such that all differences between
the acquirer and the target remain in
place. On the other hand integration
can be maximal, such that there are no
differences left between the acquirer
and the target, making them one.
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10
Figure 4
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11
Regulatory Risk
One of the critical parameters of
an HR due diligence process is the
assessment of people related matters
governed by laws and regulatory bodies.
Since companies being acquired/
merged might have no geographical
boundaries, and laws affecting human
capital might vary from place to place,
these laws need to be scrutinized very
carefully before articulating human
capital related laws for the overall entity.
Major areas of study impacting overall
HR processes include variations in labor
laws, HR contracts with the unions
and collective agreements, payroll and
staff structures, staff terms, payment
terms, industrial relations and relations
with statutory bodies. Labor laws and
HR contracts with unions are a major
area of concern as the laborers and
employees of the organization may feel
agitated and skeptical on account of
perceived mistrust. This is a sensitive
issue and very often can make or break
a deal especially in manufacturing and
other such labor heavy industries.
Engagement Risk
Research indicates that a firms
productivity can drop by between
25 and 50 percent while undergoing
such a large-scale change. Job losses,
restructuring, imposition of a new
corporate culture and top leadership
changes may lead to uncertainty and
anxiety among employees and thus may
result in reduced engagement levels.
Also, when employees feel disengaged
or are on the fence, they are likely to
watch for signals of failure, take cues
from the grapevine, intentionally reduce
their work output, distrust company
leaders and their messages, and hold
back on extra effort. Thus there exists
a need to prepare a comprehensive
change management plan and to partner
employees in the change journey.
Moreover, it is also suggested that
organizations undertaking M&A
activity may investigate the existing
engagement levels of employees in
the HR due diligence stage. Research
suggests that engaged employees are
20 percent more productive than the
disengaged ones3. Thus may possibly
impact the synergies expected out of a
merger or an acquisition.
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
13
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14
Ending
New beginning
Neutral zone
Employees may feel disoriented in the
neutral zone. Motivation levels falls and
anxiety rises. Consensus may break
down as attitudes become polarized.
Temporary structures may be needed to
manage the transitional issues. Leaders
are required to monitor the pulse of the
firm on regular basis.
Team Activity
Forming
Confusion
Uncertainty
Need to define key customers for the team and begin to agree on
new ground rules for how the team will work together
Assessing Situation
Testing Ground Rules
Storming
Clique Formation
Norming
Consensus
Leadership Accepted
Trust Established
Standards Set
Performing
Successful Performance
15
Figure 6
Table-3 illustrates various phases of a merger or an acquisition and corresponding employee experiences. It further suggests
possible change management responses4.
Table 3 - Stages of Merger and Individual Employee Experiences
Stage of M&A
Employee Experience
Merger is
announced
Acceptance
Hold a wake for the old company and keep one or two bits of
memorabilia (photos, T-Shirts)
New Energy
16
Figure 7
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17
18
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19
Bibliography
Accenture/Economic Intelligence Unit 2006 Global M&A
Survey, 2006
http://lifewavebr.com/post-merger-acquisition-challengessolutions-a-contemporary-perspective.html
http://lifewavebr.com/post-merger-acquisition-challengessolutions-a-contemporary-perspective.html
http://peoplematters.in/articles/leadership/talent-andorganization-challenges-in-m-and-a-an-indian-perspective
http://www.c4eo.org.uk/changemodels/modeldescriptions/
managingtransitions.aspx
Ibid
Ingmar Bjorkman (2006), The HR function in large-scale
mergers and acquisitions: the case study of Nordea,
Personnel Review, Vol. 35 No. 6, pp. 654-670
Institute of mergers, acquisitions and alliances, annual
report 2010
John O. Nigh and Marco Boschetti, M&A DUE DILIGENCE:
THE 360-DEGREE VIEW, Emphasis, 2006
Katinka Bijlsma-Frankema, (2001) On managing cultural
integration and cultural change processes in mergers and
acquisitions, Journal of European Industrial Training, Vol. 25
Iss: 2/3/4, pp.192 - 207
Kelloggs M&A Toolkit for HR
Kevin D. Wilde (2004), HR systems drive successful
Post acquisition integration at General mills, Journal Of
Organizational Excellence
Knowledge @ Wharton / KPMG LLP Survey: Confidence
Grows for M&A in 2011
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affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
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www.Communicaid.com
www.communicaid.com
www.dream-catcher-consulting.com/booksculturearticle.
htm
www.en.wikipedia.org/wiki/Organizational_culture
www.managementconsultingnews.com/.../bridges_
interview.php
www.strategies-for-managing-change.com/william-bridges.
html
Leading through transition Perspectives on the people side
of M&A Kevin Knowles, Kimberly Storin, Danielle Feinblum
and Stephanie Meyer from Deloitte
The DaimlerChrysler Merger, Tuck School of Business at
Dartmouth
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affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
21
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affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
22
2011 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Contact us
Nishchae Suri
Partner and Head
People & Change Advisory Services
KPMG Management Consulting
T: + 91 124 307 4000
E: [email protected]
Bhrigu Joshi
Senior Consultant
People & Change Advisory Services
KPMG Management Consulting
M: + 91 82874 80006
E: [email protected]
kpmg.com/in
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