27 November M&A: Top Ten Drivers | Stephen Wise | Integration Professionals November 27, 2019 By SuperUser Account Mergers Mergers, Synergy 0 Embarking on a strategy to grow revenue or cut costs via M&A acquisition is bold and risky. The failure-rate statistics for deals is not a pretty picture. It is not a leap to draw the conclusion from the high failure rate that the typical acquirer materially overestimates the synergy benefits that will accrue after close. Perhaps the blame for a too high valuation on synergy benefits is over-exuberance. However, I think this is the wrong inference. I believe that under-estimation of the importance of the post-merger integration planning is the single greatest factor leading to this high failure-rate phenomenon. The preventative action is development of a robust post-merger integration plan that aligns stakeholders’ activities with the deal thesis. Objectives, Measures, and Benefits A critical first step to creating this plan is for leaders to communicate a deal thesis with clear success criteria. The objectives, measures, and benefits must be detailed and well defined. For example, if they are not tangible or they are vague, it is highly likely they will lose gravitas as they timeline moves forward. As a starting point, to creating a robust deal thesis, here are the top ten drivers of M&A acquisitions[1]. I believe that under-estimation of the importance of the post-merger integration planning is the single greatest factor leading to this high failure-rate phenomenon. The preventative action is development of a robust post-merger integration plan that aligns stakeholders’ activities with the deal thesis. Top-Ten Drivers of M&A acquisitions 1.Industry Synergy Achieve economies of scale by buying customer / supplier, or competitor. Acquisition of a competitor is horizontal, and acquisition of a customer or supplier is vertical. 2.Strategic Planning Accomplish strategic goals more quickly and more successfully such as entering new markets or acquiring technology or people assets. 3.Differential efficiency Realize a return on investment by buying a company with less efficient processes and making them more efficient. 4.Inefficient Management Realize a return by buying a company with inefficient managers and replacing them. 5.Market Power Increase market share and ability to increase price/profit. 6.Financial Synergy Lower cost of capital by smoothing cash flow and increasing debt capacity. 7.Under valuation Take advantage of a price that is low in comparison to past stock prices and/or estimated future prices, or in relation to the cost the buyer would incurs if it built the company from scratch. 8.Corporate Governance Assert control at the board of directors’ level in an underperforming company with dispersed stakeholder ownership. 9.Tax Efficiency Obtain a more favorable tax status. 10.Managerialism Increase the pay and/or power of managers. STEPHEN D WISE INTEGRATION PROFESSIONALS DRAMATICALLY IMPROVE TRACTION [1] Lajoux, Alexandra Reed (2019). The art of M & A : a merger, acquisition, and buyout guide. New York: McGraw-Hill Education. Related Articles Disruption: Connected Healthcare | Stephen Wise | Integration Professionals Rapidly converging technology advancements are disrupting all industries. Admittedly, my eyes glaze over from time to time when learning about BlockChain or Cyber-Security. I didn’t need these technologies before – why do I need them now? However, disruptive interventions in Health very real. When I was in middle school, I had a friend living with Diabetes. This was a smart, careful, and aware kid. He was watchful with his diet and measured his glucose and administered his insulin faithfully. Yet, it was frequent that his blood sugar levels would get out of whack; it was very dangerous life-threatening condition. It has been about 100 years since Banting and Best discovered Insulin at University of Toronto, but we are still living in the dark ages managing the condition. Consider the future: Aiden is a grade ten student diagnosed with Juvenile Diabetes about two years ago. He wears a patch that has a sensor and transmitter that continuously monitors his glucose levels. His phone receives the data, sends immediate alerts when the rate of change exceeds a trigger level, all data is sent to the cloud for storage and analysis. Also, his parents and care-givers have access to the data and alerts. Aiden is part of a virtual support tele-medicine group. The facilitator is a trained professional and regular video calls on Aiden’s phone include education, coaching, treatment adjustment, and monitoring. The group is designed to help Aiden successfully manage his condition and avoid complications. The facilitator maintains helpful information online so that Aiden can access it in between calls. As part of the long-term play, Medical researchers collect and combine the data from all Diabetes patients. They use Artificial Intelligence predictions to continually look for opportunities to improve treatment and consequently make unexpected gains helping patients to reduce their symptoms. Consider a second example. Patients with Atrial Fibrillation wear a device on their chest and go about their daily activities. Leveraging machine leaning and artificial intelligence and huge amounts of data collected from all patients, the system has predictive capabilities and accurately detects the beginning and end of arrhythmias. The benefit is improved clinical data for researchers and doctors to determine an appropriate treatment approach. High-quality and affordable healthcare has been in crisis for several decades. I believe this is a problem that can be solved over the next twenty years. The two examples above are in the field now. Applying Real-time IoT monitoring and cloud storage, Machine Language, Artificial Intelligence to treatment of Cancer, Mental Health, elderly care will force out inefficiencies in the system driving the overall cost of healthcare to manageable levels. Stephen Wise Integration Professionals Dramatically Improve Traction Those Incredible AI Flying Machines | Stephen Wise | Integration Professionals Today start-ups are promoting flying vehicles that do not require a human pilot. These innovative companies are applying their products to improve productivity and profitability. The business case is easier to understand then the technologies involved – an AI enabled flying vehicle could work longer, faster, and more reliably on certain repeatable tasks then a drone with a human pilot. A drone without AI is a device with sensors collecting data - a human pilot is still needed. A drone with hard-coded responses to given conditions (such as maintaining height given changing terrain) is fun but not equipped for demanding tasks. AI enabled capabilities allow human-like performance in reasoning, problem-solving, and planning for specific tasks without ongoing human intervention. No one wants to look at thousands of images 24 X 7 to pick up anomalies. The ability to give the drone a general mission and specific tasks to be completed in a safe and reliable way opens the door for commercial applications. Farmers could continually scout their fields to test for issues related to disease, irrigation, or infestation. For example, follow the crop furrows and identify sectors that require additional spraying. Energy companies could monitor their transmission lines and pipelines for early signs of damage. For example, do a high-speed pass monitoring for signs of encroachment or corrosion and a repeat detailed pass when certain warning signs are found. These are not new practises – but in the future, decisions can be made based on acquiring more complete data faster, and less expensively. Tesla received a patent[1] for controlling his boat but did not achieve commercial success on that one. New high value enterprise applications for AI enabled flying machines are imminent. What is your company doing in order to participate? Stephen D Wise Integration Professionals Dramatically Improve Traction [1] Method of And Apparatus For Controlling Mechanism Of Moving Vessels Or Vehicles. Nikola Tesla of New York, N.Y Patent No. 613,809 (1898) How to be a great leader | Stephen Wise | Integration Colin Powell, the retired US Four-Star General says to remain calm and be kind. He also has a rule - to have a demanding vision. Vision, he says, is our destination. Have a Vision of the future Vision, what is it? Where do I find it? Vision is not “Establishing vaccination guidelines and agreements, activating a network of furloughed retail workers, and implementing a military supply-chain technology for transportation and storage.” That is the strategy. Vision is not “Vaccinating all the citizens against COVID by September 2021”. That is a goal, that will be driven by the Strategy. Vision is higher than that. Vision is not something that exists today. It is something that is imagined that could be created in the future. Developing a compelling vision is done by looking into yourself. What are your beliefs? What do you believe is possible? Figuring out who you are, why you are here, and what is most valuable to you. Cultivating vision is a process. It does not emerge during an off-site, or from reading leadership philosophies, or watching an inspiring movie. To be visionary you need to set aside significant time to percolate these questions. Provide Clarity of desired results Bruce Lee may have said, “The successful warrior is the average person, with laser-like focus.” Results require change. Without change there is no result. Motivating anyone to change is expecting them to work towards the unseen and unknown. At every level of challenge this is a fundamental issue that needs an answer every day. Giving your team the answer they need is not difficult, your job is to provide clarity. You need to communicate to your team the information they need to risk working on the unseen and unknown. Explain to your team what is most important. Work with them so they understand why the choices made are the best choices. When the team is aligned on what is most important they will have clarity on the desired results. Demonstrate effective Decision making Nelson Mandela said that “Action without vision is only passing time. Vision without action is merely daydreaming. But vision with action can change the world.” Standing on the shoulders of giants, I say the sum of the actions will not be productive without a robust decision-making process. The problem with change is that, only after starting, on the way to achieving results, does the solution emerge. The detail is previously unknown on what is required, how it will come together, and what is needed. Leaders who make the mistake of communicating their vision from on high, hiring the best team, and delegating all responsibility for results will be in for a surprise. Leaders need to reserve time to develop vision and they need to be effective at engaging others to deliver lofty goals. However, do not let go of the steering wheel and don’t look away from the dashboard. You need to ensure that everyone is aware of and reliant on a process for obtaining your decisions on how the strategy and goals are to being met. You need to ensure that you are aware of and broadly communicating key decisions to all stakeholders. If you miss this – you will more than likely not recognise the final product. Questions for you to ponder. What would be an example of a Vision that is supported by the vaccination goal and strategy mentioned above? How have great leaders from demonstrated these three skills of Vision, Clarity, and Decision-making? (e.g., George Washington, Martin Luther King Jr., Captain Kirk) STEPHEN D WISE INTEGRATION PROFESSIONALS DRAMATICALLY IMPROVE TRACTION $1 B Annualized Cost Savings from United Technologies Merger | Stephen Wise United Technologies has proposed a merger and acquisition of Raytheon for a combined company valued at more than $100 billion. The architects of the deal have analyzed the strategic rationale. One of the quantified success metrics they announced is synergy of economies of scale leading eventually to $1 billion in annual cost savings. Unfortunately, deal track records are not so good. According to The Art of M&A (Reed, Lajoux, and Nesvold), 55% of all mergers fail to deliver on the financial promise announced when the merger was initiated. Why do 55% of all mergers fail to deliver? Most assume that ensuring the deal success is the domain of the advisors, accountants, lawyers, and bankers. However, once the deal closes, management is left to deliver on the expectations and promises. I am convinced that the single biggest factor of merger failures is the lack-of a CEO sponsored Integration Program lead by a Project Manager. Why is that? Most post-merger activities run behind schedule. I believe a root cause is managers are assigned many of the activities as “business-as-usual” (BAU) work. Managers already have a day job and reporting structure so management of the resourcing, risks, issues, and decision making that was present during the pre-close phase has largely evaporated. There is a high-level of uncertainty on any project and M&A is no different. It is critical that the leadership team responsible for crafting the deal remain involved. The teams responsible for progress and benefits delivery can get easily mired in firefighting and in-fighting. Sometimes this can be blamed on “culture-clash” but regardless of the label it is up to leadership to quickly identify and make key decisions for the team. How do I fix that? A Project Manager will assure there is a process to engage, manage and communicate to stakeholders the changes to the timeline, unresolved issues, new risks, and most important, ensure timely decision making. In the case of the new Raytheon Technologies, the advisors, accountants, lawyers, and bankers have put together an impressive transaction overview. You can check out the announcement package here. Hopefully, in coming days we will also see demonstration of a strong Project Manager working closely with the CEO to successfully deliver on the annualized benefits everyone is so excited about. Stephen Wise Integration Professionals Dramatically Improve Traction https://www.IntegrationProfessionals.com Artificial Intelligence ABC | Stephen Wise According to Google's CEO, “AI is one of the most important things humanity is working on. It is more profound than, I dunno, electricity or fire”. The head of Tesla said AI was probably humanities “biggest existential threat”. Artificial Intelligence isn’t a new concept. Check out the beautifully filmed movie, Metropolis, from 1927. There are other older references in literature. There are also many more recent research and practical applications of "Artificial Intelligence" over the last thirty years. Today, it is a field of computer science dedicated to solving certain problems which otherwise require human intelligence – specifically, pattern recognition, learning, and generalization. The leap forward in the last few years is that we are gaining the ability to collect, store and analyze ever ginormous amounts of data. Yesterday, we could write a computer program to predict when it is a good time to cross-sell or up-sell a specific product to a consumer. For example, based on some demographic data and purchase history. The explosion of travel/points programs in the 90's are good examples of this. You agreed to provide your purchase history and demographic data in return for points and the sponsor of the program received data useful for targeted marketing. In these programs, all the rules were hard-coded. Tomorrow, we can start with the original algorithm to predict the cross-sell opportunity. Then merge it with ever ginormous data collected and the ability to analyze for new patterns. Instead of relying on the initial algorithm to predict the sales opportunity, the system will rely on additional characteristics that it detects and validates within the very data to alter the business rules it relies on. Cool. But how will it impact the industries around us? According to the first futurist I followed, Roy Amara, "We tend to overestimate the effect of a technology in the short run and underestimate the effect in the long run," coined by Roy Amara, past president of The Institute for the Future. Here are sample industries and applications. Wherever we have complex systems – people can get overwhelmed by the amount of data and selecting the best course of action. AI is being applied in research setting today in many fields to use what we already know in better and faster ways. Keep in mind Roy Amara. Medical Diagnosis, Drug design/mfr, ICU monitoring Education Guided learning, Automated testing and marking Manufacturing Quality checking, Supply-chain communication, Maintenance detection Energy Demand prediction, Supply distribution I ask that you take a few minutes right now. Take a sheet of paper, write down the industry you are in at the top. Along the side, list of major business processes you have along the left. Then, along the right, write down some notes about cost savings you could reap if you were able to improve your ability to predict the issues during the process or the outcome. It may be that one day, the implementation of AI to that process will lead to exponential benefits in your business. P.S. Feel free to share your analysis via email – I’m interested your findings. Stephen D Wise Stephen Wise Integration Professionals Dramatically Improve Traction How to Improve Sales Revenue in Your Company | Stephen Wise A typical business goal is to execute the sales strategy and increase revenue by X% over the period. The sales process is an ongoing operational activity and is usually not suited to being treated like a formal project. However, the sales process needs to be managed and there are similarities between managing a sales process and managing a project. A sales process needs: Management of key milestones and timing Identification and assignment of people to assist Encouragement of teamwork at client site and internally Risk identification and mitigation planning Tracking and reporting of selected metrics Feedback/improvement loop Management of key milestones and timing in the sales process I recommend every sales team to work with an expert project manager to develop a template of tasks and estimated timing which gets stored in a central library. At the earliest reasonable time, the template should be fired-up and customised to suit the opportunity. That is, tailor it to needs by modifying the tasks that need to be accomplished, the estimated durations, and dependencies. This plan, will guide all stakeholders to manage expectations and keep everyone on track for what needs to happen next. Identification and assignment of resources within the organization to assist with the presentation Once an opportunity has been identified, team members need to be called on for assistance in various parts of the proposal. It is important that the sales person ensure that everyone has time to take on the work, understands how to do the work, and understands when and how to report that the work is completed or that some sort of issue has caused work to slow down or stop. The sales person may not have the authority to prioritise everyone’s time and therefore it is important to keep the lines of communication open. Risk identification and mitigation planning Sales people are able to identify unique risks because they are the closest to understanding the client’s expressed needs. These insights are extremely relevant. Combined with their own experience dealing with other customers, sales people can see risks that no one else can. Positive risks, those that have upside potential lead to new items in the sales funnel. Negative risks, those that can push a deal off the rails should not be pushed under the carpet. The (negative) risks, should be identified and reviewed. Each risk has a likelihood/ probability of occurring and severity/impact on the sale should it occur. The sales person’s team and management should periodically develop and review tactics to reduce the probability and lesson the severity of impact, should it occur. Tracking and reporting of selected metrics back to the team and management Peter Drucker, has been paraphrased, “you can’t manage what you can’t measure”. The selection of appropriate measures and metrics is a cornerstone of sales management. Most sales people are keenly aware at all times of the status of their metrics and how much they are exceeded or failing short of their objectives. In addition to short-term results, frequently communicating a sales dashboard may be more beneficial then you thought. The benefit is to improve organizational alignment with the sales strategy. Having visibility to the sales dashboard could be the trigger to makes those changes Feedback/improvement loop Deals get won. Deals get lost. The salesperson will obtain lots of knowledge about the client or at least they should. Knowledge represents a significant asset for most businesses. Left unmanaged knowledge tends to quickly fade. When deals are lost, it is important to learn from the process. Are there changes that can be made to the sales process? A lessons learned process and central repository for the post-mortem will help the next sales rep and also help when it comes time to review the process for a complete over hall or investment in technology to automate parts of the process. Stephen D Wise Stephen Wise Integration Professionals Dramatically Improve Traction Comments are closed.