What Can Help Make a Merger or Acquisition Succeed?
Research shows that most mergers end up
destroying shareholder value. Some experts claim the number of destructive
mergers is as high as 85%. But when they are handled right, mergers also offer
companies tremendous opportunities for growth. So what can firms do to avoid
the pitfalls of value destruction? Rajesh Makhija, chief marketing and M&A
officer of Mphasis, a global IT services firm whose acquisition by the
Blackstone Group was announced on April 4, reflects on lessons learned during
his years in the M&A trenches.
Mphasis, a global IT services provider for whom I serve as Chief
Marketing and M&A officer, hit the news on April 4 with the announcement
that the Blackstone Group would acquire a majority stake in the firm from
Hewlett Packard Enterprises. Now the welcome object of a headline-making
acquisition, Mphasis has itself been frequently acquisitive since its inception
in 1998 — almost always buying firms with the desire to “grow the business.”
The portfolio of acquisitions that Mphasis has made over the
past two decades has been diverse. We have bought services companies and
software product companies, predominantly from India and the U.S., but also
from the U.K., France and China. There have been large companies (worth
more than $100 million) and niche units (of less than $5 million). All these
takeovers have brought their own cultural and operational flavors to Mphasis.
The value these mergers promised largely fell into two buckets —
primary business resources (i.e., customers, employees, technology, facilities
etc.) and business value offerings (i.e., products or “productized” services).
In some cases, Mphasis bought a firm because we initially found its business
model or functional processes interesting, but eventually we could not apply
these at a larger level.
M&A experts claim that an overwhelming majority of mergers
destroy value, with some citing a figure as high as 85%. So how have mergers
worked out for Mphasis? In my 15 years with the company, I have been witness to
all our acquisitions. We have had a few duds, to be sure. Fortunately, none of
them were debilitating. Still, we have also had very successful acquisitions,
which delivered the catalytic boost and multiplier effect we had expected. As I
look back and reflect on Mphasis’s experience with acquisitions, I believe
following a few principles helped us avoid the pitfalls of many mergers that
end up destroying value. Here are a few takeaways from that experience:
Layer the Value Pyramid
I believe that to make a merger work, one needs to focus on
getting the fundamental value proposition right. In our experience, this
approach works like a charm.
In fact, we learned this lesson with the first significant
transaction that Mphasis engaged in, a (reverse) acquisition of BFL in 2000.
Before the merger, both Mphasis and BFL were losing money. Mphasis was a
high-end technology firm, which offered high-end business and technology
architecture consulting services, while BFL was focused on downstream software
development and had scale, quality and speed. Within a year of the merger, the
merged entity — Mphasis BFL — became profitable. The reason for this
transformation was that a holistic, end-to-end set of services, beginning with
business needs to deployment of the complete system, could be delivered to the
existing clients of both legacy Mphasis and legacy BFL.
The merged entity could not only lay out the strategy and
architecture but also develop and deliver the system. There was complete
ownership and accountability. This would have been impossible when both were
separate companies.
A couple of recent Mphasis acquisitions appear to be delivering
a similar impact to segments of our operations by following the same strategy.
These include Digital Risk, a risk compliance and technology services firm that
Mphasis bought in 2012, and Wyde, a firm that provides technology solutions for
the insurance industry, which Mphasis purchased in 2011.
Acquire a Direct (Smaller) Competitor
This strategy offers the next-best substitute for strong organic
growth. In the case of Mphasis, such acquisitions have brought us new
customers, talent and more facilities. Similarity in organizational culture,
business models, and geographical locations ensured that the integration was
quick and smooth.
While these acquisitions did not deliver a catalytic upside — of
the kind one gets with the value acquisitions I described above — they did
bring benefits of economies of scale, a critical mass for larger engagements
and cost savings. For a software industry player like Mphasis, acquiring
critical mass was almost a necessity to even be in the running for
mission-critical assignments from our clients.
Examples of such acquisitions include Kshema Technologies in
Bangalore, which was acquired in 2004, and Princeton Consulting, located in
London, which was also taken over in 2004. These organizations which, just like
Mphasis, were predominantly focused on delivering technology services, had
their origin, customer and employee base in geographies in which we were
already operating — the U.S., India and the UK — and had similar revenue and
cost-basis operating models. After acquisition, different divisions of these
organizations were aligned and smoothly subsumed under respective similar units
of the Mphasis organization, thus making cultural integration a non-issue. Each
of these firms have now become seamless parts of the Mphasis system, driving
new revenue lines and enhancing existing ones.
Never Leave the Acquired Company Alone
After a merger, a few experts argue that, the acquirer should
leave the target firm alone so as not to risk destroying value. This is often
the case when a large company buys an entrepreneurial start-up, the argument
being that you don’t want the bureaucracy of the larger firm to stifle the
entrepreneurial verve and creativity of the start-up. In our experience,
though, whenever Mphasis has left an acquired company to its pre-acquisition
“business as usual” ways, we have regretted it.
We learned a couple of bitter lessons. In one instance, a
profitable firm that Mphasis had acquired began to bleed significant sums of
revenues after the merger – a situation that worsened as it was left to its
devices. This persisted for years.
But after Mphasis intervened by replacing key managers and
making other significant changes — the unit has become one of the most
profitable in the Mphasis ecosystem. The primary changes involved applying the
mature and proven business processes from Mphasis, and of managing and
delivering to client expectations. These were not easy decisions, often they
had significant transformative impact on the acquired organization operating
model and personnel. Once we reversed course, we found success.
To be sure, there have been a few deserving cases, like a
software product development unit, where Mphasis management decided to let the
acquired companies operate independently. We decided that Mphasis would provide
the financial investments required to develop the product or offerings, with
the objective of preserving the key attributes of the acquired companies.
However, whenever we combined portfolio offerings between “legacy” Mphasis and
the acquired units — or brought larger engagements to them — they were found
wanting.
Mphasis over the years has focused a lot of effort on improving
the client management model for large and mission-critical engagements. These
include elements like change management, risk mitigation and engagement
governance. When we grafted these and similar best practices, which have worked
successfully in the Mphasis service model, onto the core attributes of the
acquired units, we were able to realize the intended benefits of acquisition.
The grafting often took place by having Mphasis executives take roles and
responsibilities across multiple levels of the acquired organizations.
Structure and Plan Post-merger Operations
Right
Often part of the payout for the leadership of the acquired firm
is tied to its financial performance in the first couple of years after the
buyout. Locking in hard terms tends to hinder the company from effecting the
merger smoothly. We did not want to be construed as obstructing the management
of the acquired units from delivering the performance during the contract
period, thus opening up a can of “financial” worms. We have now realized that
the actual physical and operational merger needs to be effected as planned and
visualized for the merged entity at the time of acquisition. The financial
structuring after the merger should support the integration effort so that the
intended benefits can be realized faster.
Integration and Transition Are Not
Part-time Jobs
Integration does not happen “on the job.” Someone has to make it
happen deliberately. Every merger leads to change. It is usually massive
for the firm that has been acquired, but it is significant for the acquiring
company too. Change is hard. The importance of a well-planned integration
approach is widely known, though still not executed well as widely. The success
or failure of an acquisition is, essentially, determined by how well the
integration and transition plan is executed.
We learned this lesson too the hard way at Mphasis. Initially,
after an acquisition, an executive was asked to be plan the integration of both
organizations while also tackling other jobs. Not surprisingly, it did not
work. Ultimately it boils down to having a key executive who is fully focused
and dedicated to the integration process and to making sure that all the goals
of the merger are met.
If any company makes a half-hearted effort by giving someone
part-time responsibility to integrate the two companies following the merger,
it makes matters worse. This can delay or, worse, even negate the potential
synergies that are supposed to materialize after the merger. But once
post-merger integration gets the attention it deserves, even after the delay of
a few years, it unlocks tremendous value as was intended before the
acquisition.
Over the years, Mphasis has gone through numerous acquisitions
and four major ownership changes. We have gone from private equity to public
ownership to EDS/ Hewlett Packard and then to the intended acquisition by
Blackstone now underway. It has been a great ride so far.
With Blackstone likely to take the wheel, the journey continues.
http://knowledge.wharton.upenn.edu/article/can-help-make-merger-acquisition-succeed/?utm_source=kw_newsletter&utm_medium=email&utm_campaign=2016-05-19
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