Professional Documents
Culture Documents
Post Merger Issues
Post Merger Issues
is undervalued does not use its assets to maximum effect would benefit from relocation has poor management has managers who want to leave or retire has complementary products or services which, when combined with yours, will enhance the offering to customers
NEGOTIATION
Assess the likely interests and motivations of the individual shareholders in order to determine whom best to approach at the target company. Choose your timing carefully so that the approach will be given proper consideration. Decide who should make the initial approach on behalf of your company, whether you should use your corporate finance advisers or a member of the board or another third party who knows the target company.
Present the strategic rationale for the proposed acquisition to the target company in the right light, emphasising key intangible benefits such as cultural fit. Persuade the target company that you are only prepared to conduct discussions on an exclusive basis and that you will terminate discussions if another party enters into talks with the target company.
Be prepared however. Assess the likely identity of any potential competing bidders, their key selling points and motivations and address these in your own continued selling to the incumbent management team and shareholders. Maintain a good relationship. Having an intermediary between yourself and a potential purchaser can help take the heat out of points in the negotiations that might otherwise become confrontational. Using a corporate finance adviser also helps maintain confidentiality, which is often crucial to protect your business and that of the target company.
Assess how best to structure the acquisition proposal, both in financial terms and in other soft areas and negotiate the best deal. he main agreement as to price e.g. in terms of cash, shares or loan note payments, including details of any earn-out or other forms of variable or deferred payments. A clause providing that you will be given a period of exclusivity (for, say, two months) during which the sellers agree not to discuss or negotiate a sale with any other potential purchaser. Details of any non-competition restrictions to be entered into by the sellers in relation to a period of time following completion of the sale.
Integration in Mergers
Is all about make him like me
Integration in Mergers
Managing of multiple cultures Innovating Building new teams and Managing a complex change process.
Remaining flexible
Providing for capable and motivated teams Assimilating new people and achieving cultural integration
Measuring results
planning
Failure to align differing benefits and compensation packages Failure to facilitate the productivity of geographically dispersed "virtual" teams Slow decision making process Failure to provide coaching or mentoring to their subordinates
Tools of Integration
Communication of the new strategic objectives and the new vision of the merged organization. Implementation of a new shared corporate culture and management culture Development of a new management structure for the new, larger organization especially overcoming of leadership problems in very large units Bringing together formerly separate units from both former organizations Harmonization of management compensation and management incentive systems
Tools of Integration
Overcoming of language barriers and country specific cultural differences Overcoming of staffs suspiciousness of the other organization - Us vs. Them syndrome Filling of management positions Allocation of responsibilities Knowledge transfer among units that are to be integrated Maintenance of customer relationships during integration phase.
Thank you!