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Integration after an M&A – A
Practical Approach |
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Sudha Kumar, CEO, Prayag Consulting |
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Republished with permission from Business Line
A recent Forrester
report predicts a major shake out in the offshore IT industry and
recommends that even large players align with each other to prepare
for a maturing market. They predict consolidation, not just at the
small company level, but among companies of all sizes. We have
recently witnessed the acquiring of Mphasis by EDS, one of the more
significant deals in the offshore space. In an industry that is
seeing consolidation at various levels, it is relevant to examine
both the motives behind this trend, and more importantly, look at
what it takes to create a successfully merged entity.
M&A Drivers
It is important to understand the causes that motivate mergers and
acquisitions, as they drive, to a great extent, the method of
integration. Broadly speaking, M&A drivers could be for customer
acquisition and top line growth, new market entry, competence
building or to make a significant change to the business model.
Scandent is an example of a company that has grown aggressively over
the last two years by almost single-mindedly following an
acquisition strategy. Intelenet, a joint venture of HDFC and
Barclays, has similarly resorted to inorganic growth to create a
significant presence in the domestic market.
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" M&A drivers could be
for customer acquisition and top line growth, new market
entry, competence building or to make a
significant change to the business model." |
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Infosys, a more
conservative player, has bought Expert Information Services, to strengthen
its presence in Australia while TCS picked up Comicron in Chile, South
America. Having said this, by far the most often encountered motivation is
competence building. Wipro’s acquisition of Spectramind, Nerve Wire and,
more recently, Quantech are all related to acquiring competition to augment
strengths. Zensar’s acquisition of Hyderabad based OBT Global is yet another
example where the company strengthened its SAP skills through this move.
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An example of a takeover for change in business model is Valtech’s
acquisition of Majoris and the EDS take over of Mphasis. These companies
have used acquisition as a strategy to bring about a quick change in their
existing business or delivery models. A contrasting example is one of
Indecomm Global Services, a fast growing provider of transaction processing
services, acquiring Mortgage Dynamics, a leading US based mortgage
consulting firm. This acquisition would allow Indecomm to globalize its
business model and offer a more sophisticated set of services to its
clients.
Thus, clearly, there are many reasons for a buyer to seek out companies to
acquire- on the flip side- companies sell out either for size and scale
benefits, or simply for survival.
Common Pitfalls to avoid
While most of the attention of observers and analysts, and sometimes even
the management, is on evaluating companies for M&As and assigning a value to
the deal, few companies pay equal importance to integrating the merged
companies. Widely researched statistics show that less than 20% of takeovers
globally have yielded superior results to shareholders. That’s not all, we
have seen many examples in the industry where M&As lead to confusion at an
employee level, ambiguous go to market strategies and often, lowered
customer satisfaction.
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" Statistics show that
less than 20% of takeovers globally
have yielded superior results to
shareholders." |
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In one case of a
US based consulting firm acquiring an emerging IT services
company, the synergies were theoretically good; the two
companies addressed different geographies, one was strong in
consulting and the other had a well honed offshore delivery
model. However, since the consulting company paid little
attention to the real issues to be addressed post acquisition,
the employee morale dipped and the |
company has seen plenty of churn at all levels in the India
operations. This has undermined the utility of the deal.
Importance of a post-merger integration plan
In our view, there are four important areas where integration
efforts need to be focused- alignment of values and vision,
especially among management, a unified go to market strategy, people
integration and operations integration- the relative importance of
each would be determined by the level of integration being
considered. Often, highly simplistic approaches are taken- for
instance; compensation rationalization is equated with HR
integration, while merging websites and printing new business cards
and signage are thought to be sufficient at a marketing level.

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" Integration efforts
need to be focused on alignment of values and vision, a unified
go to market strategy, people integration
and operations integration." |
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Talking of marketing
integration, it is also necessary to set practical expectations.
In another case of a multinational company acquiring an Indian
company for extending its delivery model offshore, the
management’s expectations on how soon the acquisition would
yield benefits for higher growth in bottom-line were
unrealistic. Change in business model needs to be preceded by
change in mind-sets and this is an important task of post merger
integration. As we know, |
this cannot be done overnight, and therefore it is prudent to put in
place a series of measures to prove value and change views. If this approach
is not taken, it leads to dissatisfaction and doubts.
The level of integration
needed between the companies also decides the post merger integration
strategy. There are many cases where the acquired company keeps its original
identity and more or less continues to work independently. Suffice to say
that these situations are easier to handle.
Having spoken about the need for a clear post merger integration plan, let
us now examine the main ingredients of one.

Post merger integration – The ingredients
Strategy and Structure is probably conceptually the easiest but the most
critical part, which has a bearing on the rest of the integration. However,
if the acquisition does not have the total management buy-in, it may be a
problem area too. Some of the key elements of this are leadership
consolidation, vision and business philosophy alignment, cultural alignment,
consolidation of business reporting and organization structure definition.
Market integration is a more involved exercise and encompasses issues across
a broad spectrum – Brand integration (visual and messaging), sales force
integration and retraining, product and service integration, channel
integration and supplier integration. If done well, this is one area that
could lead to tremendous synergies, and even not so obvious cost benefits.
People integration, the most sensitive area, comprises compensation
rationalization, creation and deployment of a communication plan, devising
employee retention mechanisms as well as employee feedback processes.
Last, we have delivery or operational integration – this would include
process and system alignment, technology integration, consolidation of
support functions and workplace branding.
While chalking out a post merger integration plan, it is a good idea to
identify a team comprising members from both organizations to anchor the
initiative. Needless to say, the top management should visibly support the
initiative: it is useful but not compulsory to have external help.
It is also practical to be aware of typical challenges:
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Maintaining day-to-day business continuity
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Overcoming cultural differences—including management
style, company structure, employee mind-set
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Delivering the needed integration synergies in the
first year and deliver sustainable synergy benefits over the
long-term |
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Creating and maintaining effective employee
communication |
And
address these effectively through the plan.
Finally, here are some pointers to a successful integration:
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Quick and speedy integration
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Swift leadership consolidation
Unambiguous and continuous communication to stakeholders
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Setting up an empowered and small integration team
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Top management commitment and involvement
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Detailed plan with milestones and metrics to evaluate
success |
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Identifying quick wins and displaying success
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In
times to come, we will see more and more companies entering interesting
partnerships – some would go all the way, others may have strategic, but
more loosely coupled relationships- the above approach would help in all
such scenarios.

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