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MERGER MANAGEMENT: THE SECRET IS IN THE
STRATEGY
Over the past eighteen months we have seen a flurry of mergers and acquisitions
in the financial services arena. Typically we read that the reasons behind
these deals are "to achieve cost savings and synergies" or "to leave a bigger
footprint". But the fact is that the strategic motivations for these mergers
go well beyond these commonly offered reasons. The true motivations are
as plentiful as the mergers themselves. In fact, a merger is simply one
approach that companies take to implement their strategies, some of which
are illustrated by recent mergers and acquisitions.
- Washington
Mutual has acquired several West Coast organizations resulting in growth
of geographic presence.
- Household
International and Beneficial Finance are combining to take advantage
of operational efficiencies.
- First
Union is strengthening its product offering with its acquisition of
The Money Store.
- Travelers
Group and Conseco, Inc. are expanding their product mix and customer
base by joining forces with Citicorp and Green Tree Financial (respectively).
- NationsBank
is heading towards becoming the country's largest mortgage servicer
after its merger with Barnett Bank.
Although this list is brief, it highlights some of the key reasons for engaging
in mergers and acquisitions and can be used as a guide to a company's organizational
change efforts. Change is always difficult to implement, but the probability
of success can be increased with a solid, well thought out implementation
plan. Each of the aforementioned strategies will provide benefits for the
changing organization, but will also, however, create issues and challenges
that a changing organization must manage carefully in order to avoid the
potential pitfalls of a strategic growth program. By examining the aforementioned
mergers, the integration issues become clear.
- Expand
Geographic Presence: Washington Mutual has recently purchased multiple
mortgage operations in West Coast markets where it previously had no
presence. This strategy has provided Wamu, and other companies who have
adopted the same strategy, with multiple benefits that will facilitate
the expansion of its geographic boundaries. Rather than build operations
from scratch in new markets, these companies will acquire both the facilities
and staff of their recent purchases, which come to the larger organization
with ready-to-function operations. The purchase of these fully functional
operations in new markets will create revenue streams for the acquirers
that will contribute to their bottom lines soon after the deals are
completed. Additionally, entering new markets through acquisition effectively
eliminates one competitor that an acquiring organization would have
had to face had it chosen to expand independently into these markets.
The elimination of competitors will decrease the chance of price wars,
which would force competing organizations to leverage their operational
efficiencies and suffer from resulting shrunken profit margins.
Expand Geographic Presence
Consistent quality across merged organization
- Adequate
similarities in operations of merging companies in order to effectively
leverage efficiencies
- Identify
and integrate best practices of both organizations
Leverage Operational Efficiencies
Strengthen Product Offering
Product lines must complement one another and not excessively
overlap
Expand Product and Customer Mix
Sales process management
Become the Largest
- Customer
contact management
- Managing
economies of scale
- Clearly
defined and communicated corporate culture of new organization
A key issue that companies expanding into new markets through
acquisition are forced to deal with is the management of consistent
quality across the entire organization. Each organization will have
different business processes for sales, product delivery and service
delivery. Unless the target's processes are standardized to mirror
those of the acquirer's, there will not be consistent delivery of
products and services across the merged organization. In some cases
these issues are so drastic that they dull, dilute or even negate
the acquiring company's growth strategy.
- Leverage
Operational Efficiencies: Acquiring an organization with an efficiency
ratio inferior to yours creates an immediate opportunity to increase
the customer base and enhance revenue while realizing cost savings.
By transferring the best practices of the acquiring organization
to the target, the target's efficiency ratio can be lowered to the
level of its new owner, resulting in a more efficient, more valuable
addition to the parent company.
Transferring best practices between combining organizations
to achieve maximum efficiency should be a natural part of any merger
integration plan. However, there are issues related to the transfer
of these processes that appear both before and after the merger takes
place. First, companies that are considering a merger and that plan
to leverage operational efficiencies need to examine each other's
operations before a deal is struck to be certain that adequate similarities
exist between their business processes and that a smooth integration
is possible. If there are sufficient similarities in their operations
and the two organizations agree to merge, the acquiring company must
be careful to identify the best practices of both organizations, not
just their own. While it is likely that the majority of the target's
business practices will be adapted to those of its acquirer, the target
will often operate more efficiently in some areas than its new parent.
The parent needs to identify the areas in which its subsidiary's operations
are superior to its own, and adopt and implement those processes across
the entire organization.
- Strengthen
Product Offering: A good strategic growth plan will identify the
products and distribution channels to be utilized in the pursuit
of new markets. When acquiring a company with desirable or superior
products, a purchasing organization typically decides to adopt its
new subsidiary's product line rather than create a new one from
scratch or improve upon an existing product line of its own. The
purchase of another organization's line of products is often less
expensive and time consuming than the internal development of its
own, current line, which may require heavy investment in technology,
human resources, physical plants, management processes or capital
market access.
Although developing or redeveloping a line of products
internally may prove costlier than purchasing one from another organization,
looking to outside companies for new products does not guarantee an
inexpensive way to strengthen a product offering. If a company is
acquiring a target because of its superior products and delivery,
the selling organization will likely understand the motivation for
the purchase and will price the acquisition accordingly. The cost
of the acquisition will be set much higher and will have a greater,
immediate impact on the acquiring company's costs than would the gradual
development of new products.
Another issue that combining companies will be forced to face is the
compatibility of product lines. As two companies must examine each
other's operations before agreeing to merge to make certain that their
business processes are compatible and can be suitably adapted to one
another, these companies' product mixes must be examined in much the
same way. This examination is crucial to the successful combination
of product lines to make sure that they complement one another and
that there is not excessive overlap.
- Expand
Product and Customer Mix: Recently, different types of financial
services providers have combined to take advantage of a diversified
customer base and product mix. Deals such as the Travelers Group/Citicorp
merger will provide each of the combining organizations with the
opportunity to cross-sell products to new customers acquired as
a result of the merger and the combination of their customer databases.
Typically, implementation of this type of merger involves varying
degrees of three principal, effective avenues: first, individual
distribution channels can be applied to an increased number of products
while maintaining the original customer base; second, the individual
distribution channels can be made accessible to an increased customer
base while maintaining current product offerings; and third, multiple
distribution channels can be combined into one single channel, offering
a consolidated product line to a consolidated customer base.
The tactical aspect of this type of marriage, however,
is a complex one with lots of pitfalls to avoid, particularly in the
sales process: the sales force may be overwhelmed with the expanded
product line; multiple distribution channels selling the same product
may contact the same customers multiple times; the excitement of new
products may distract the sales force from selling their old products;
or new products may be ignored due to comfort with old products. It
will be the responsibility of sales management to prevent any of these
operational fallouts from occurring.
- Become
the Largest: Running a large operation greatly appeals to many organizations
due to the associations that come along with size. Being the biggest
is often analogous with being the best. Customers like doing business
with large companies because there is an implied market approval
of their products. Large companies tend to achieve economies of
scale and operate efficiently, which allows them to process transactions
at a lower cost than their smaller rivals and leverage operational
efficiencies in extremely competitive markets. Additionally, career
opportunities are often better within large organizations, at both
the staff and executive levels, which allows them to attract better,
more talented employees.
While there are clear benefits to creating a large, efficient
organization, this strategy also poses challenges that have to be
addressed in order to achieve successful merger integration:
- Customer
Contact: Large organizations must manage their contact with customers
and avoid becoming insensitive to their needs. With size comes increased
complexity in company-customer communications. This applies to the
need to listen to customers' views of the marketplace for financial
services and the organization's products, as well as the way the
organization reaches out to the customer; whether it be by mail,
VRUs, telemarketing calls or in person. Large organizations must
mitigate the risk of losing focus on the customer in order to minimize
attrition.
- Economies
of Scale: Management functions can become unfocused and even forgotten
in an organization whose strategy is to achieve large economies
of scale. The ability to coordinate work effectively between different
functional departments can diminish and decision criteria can become
muddled. Managers must be careful not to become preoccupied with
the cost of operations at the expense of quality.
- People:
Combining the corporate cultures of merging companies is often the
most challenging and crucial aspect of merger integration. Management
must carefully address and clearly convey the reason behind the
decision to merge and the vision of the newly formed entity. It
is vital to the success of merger integration that an organization's
people are made to feel that the role they play in the integration
process is key to its ultimate success. Large acquiring organizations
often find themselves with discouraged employees who are unaware
of how they fit in to the corporate culture of their new, bigger
parent company. And as history has shown, employees who are uncertain
of their role in a newly merged organization will perform as such.
Their productivity will fizzle alongside their morale.
Whatever an organization's strategy to enhance revenue, profitability,
or shareholder value, the organization must be ready to face the many
challenges that come along with growth. In order to prepare itself
for these challenges and help assure the successful execution of its
strategic growth plan, an organization should carefully examine the
motive behind its desire to increase its size before deciding to merge.
To ensure successful integration, management needs to link its strategy
to a tactical implementation plan. If this process is carried out
in a thoughtful, cautious manner, the potential benefits that the
organization has to reap can create a competitive advantage that will
allow the organization to continue its successful growth and expansion
into new markets with new products and services.
©
1998, LoBue Associates Inc. All Rights Reserved
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