ERM Role in Implementing a Winning Acquisition Strategy (2)

From Mike Cohen

Part 2

(Part 1)

Execution of an Acquisition Strategy Goes Through Several Stages and Involves Many and Varied Complex, Interrelated Business Issues (they must be performed well, and there are numerous junctures where things can go awry … suggesting that many potential risks need to be addressed, and more effectively than they typically are)

– Defining the business case

Considering the corporate strategy and the resulting (ideally enhanced) business model

* Fit vs. conflict

* Synergies; potential synergies are frequently overstated

* Diversification

– Assessing market opportunities and competitive dynamics

* Products

* Distribution

* Markets/segments

* Brand/reputation

– Financial impact

* Earnings

* Capital

* Economic value

* Assessment of an appropriate price

– Investments

* Asset classes

* Loss positions

* Liquidity

– Operational fit (or problematically, the need to ‘fix’ the target’s operations)

* Technology

* Administration

* Core competencies

– Integrating the target: melding the two organizations so that they can perform effectively together, while mitigating risk, volatility and confusion to the greatest extent possible

Q: Is an acquisition strategy a core competency of your company … can you execute such a transaction successfully?

Due Diligence Performed on any Acquisition Target: A Critical Activity on the Strategic and Tactical Levels

– Valuation, impact on future financial results

– Management/staff

– Profitability of new (potential), existing business

– Competitive market position; product management, distribution capabilities

– Synergies: strategic, operational, financial, market/product/distribution

– Investments

– Expense structure (opportunities for increasing efficiency and/or cost reduction)

– Technological capabilities or possible lack of fit

– Contractual obligations

– Areas of risk or uncertainty

Many acquisitions are viewed retrospectively as failures. A lack of accurate evaluation of/objectivity about prospective acquisition targets (using ‘rose-colored glasses’ leads many (most?) acquirers to have unrealizable goals for their transactions, and as a consequence the end results (strategic, financial or otherwise) do not meet expectations.  There is a considerable level of risk to the acquirer if the due diligence process is not conducted with sufficient accuracy and objectivity.

Evaluating the Capabilities of an Organization to Execute Successful Acquirer: Being a successful acquirer requires a number of skills and mind-sets:

– Knowing one’s own corporate vision, mission, strategy and operating model, and how  acquisitions complement them

– Having a disciplined approach: evaluating fit, paying an appropriate price based on economic value, both current and future

– Performing careful, accurate and objective due diligence on the target company and management counterparts … caveat emptor!

– Executing timely, well planned and orchestrated integration activities focus on achieving a favorable operational model and attaining a satisfactory level of cost savings; a number of  companies that acquired positive reputations as acquirers were in fact poor at integrating their acquisition(s), causing their organizations to implode

– Managing the staffs and corporate cultures sensitively. There is considerable amount of research that identifies human resource related issues as the most prevalent causes for acquisition failure; personalities (egos), conflicting management styles and cultures, and different compensation structures are all too common. Proactive conflict resolution is critical to steer the resulting entity past these pratfalls. Open and continuous communication is critical.

The General Lack of Success from Acquisitions is Attributed to Mismanaging One or More Critical Aspects of the Transaction with Material Risk

Strategy

– Incompatible cultures

– Incompatible business models

– Synergy non-existent or overestimated

Due Diligence

– Acquirer overpaid

– Foreseeable problems overlooked

– Acquired firm too unhealthy

– Overlooking aspects of the target where excessive divestiture or liquidation might be required

Implementation

– Inability to manage target

– Inability to implement change

– Clash of management styles/egos

Conclusion

An acquisition is arguably the most difficult business endeavor a company can undertake. This report discussed a considerable number of elements involved in acquisition activity; they are all complex, and there are many junctures in the process where a number of these elements can go awry or reach adverse conclusions, either derailing transactions that could have otherwise been successful or ‘proving’ the efficacy of transactions that upon closer scrutiny could not have succeeded and should have been avoided.

Studies of acquisition activity across all industries (not just insurance) have consistently  found that approximately two-thirds of these transactions yielded unsatisfactory results. One could observe that this is not surprising, as there are so many steps along the way that can turn into insurmountable roadblocks. Considering the myriad of factors that must be performed well, it is clear than sound, pragmatic risk management throughout the process and beyond is critical in order for acquisition activity to succeed

Advertisements
Explore posts in the same categories: Action, Change Risk, Diversification, Enterprise Risk Management, ERM, Execution Risk, Green shoots, Operational Risk, People Risk, Reputation Risk

Tags:

You can comment below, or link to this permanent URL from your own site.

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s


%d bloggers like this: