M&A Integration Key Questions
Day 1
Will everything still be working as it should be or will something stop? Will I be able to log into my systems? How do things get approved? How should I answer the phone? What things can I make decisions on? Will I hit my synergies? Will I get my bonus? Do I understand what is going on in the company I just bought? Are customers happy? Do customers understand what is going to happen? Do employee understand what is going to happen? Is management in place? Are all managers pulling in the same direction? Do you have a Day 1 plan? Does our TSA cover everything? What could go wrong on Day 1? What early mistakes affect the integration or business?
Communications
How will each stakeholder group view the deal? Given their current information what will they think? How will this cause them to act? What will happen to Employee and Customers? What will we tell each? When will we tell them? Who will tell them? How will they get that communication? Will we have consistent messaging to customers, employee, suppliers and other 3rd parties? Can people give feedback freely? Are we using that knowledge? How will the communications function work during the integration? What will it’s end state be? When will all the content be in place? Can you see all the risks that will appear? What does Day 1 look like? Can you keep productivity up during the changes and keep all your good people?
Integration Management Office
Do you know where to start? Will you have a consistent approach? What risks are there? Can you track synergies? Can you track and manage integration budgets? Do you know if you will hit the deal targets? Can you easily spot critical dependencies? How will you structure the integration? Do you have the ability to deliver on time to budget across all companies? Do you have detailed functional checklists? Do you have Day 1 checklists? Has the integration strategy for each area been agreed? Is the integration kick off meeting planned? What integration tools are to be used?
Synergy
How will synergies be delivered? Who will deliver them? How will accountability be split? Can you create all the business cases? How will they be approved? Are you good at track projects, milestones, actions? Can you link delivery, tracking and financial reporting? How will you know if synergies are on track?
Integration Strategy
Can we rapidly create a physical map of each company? Can we find and collect the data? How do we analyse and standardise the data? What are the standard scenarios for each department, workstream, business area? What are the pro’s and cons for each scenario? Can we select a set of workstream scenarios that all work together across the whole business? How fast will this go if we don’t have experienced help? What are the cultural difference? How mature is each area? Can we gain agreement on a working integration strategy for every area?
Target Operating Model
Can we rapidly create a physical map of each company? Can we find and collect the data? How do we analyse and standardise the data? What are the standard scenarios for each department, workstream, business area? What are the pro’s and cons for each scenario? Can we select as set of workstream scenarios that all work together across the whole business? How fast will this go if we don’t have experienced help?
Governance
How do we set up our integration structure? Who makes what decisions? Who runs the budget? Who is accountable for delivering the synergies? Who is responsible for changing the business? How will you know what is going on? How will you know if everything is going according to plan? When should governance be set up? How should workstream work? Where does each type of decision get made? Do you understand the risks and mitigating actions of an integration?
Do you understand your risks? Have you run a risk workshop? Have you got a mitigation plan to reduce risks? Have you taken due diligence risks and planned them into the integration?
Growth (Sales & Marketing)
Which customers & products make most profit? What will customers see & feel on Day 1? Which customers are at most risk for defection? Are strategies in place to retain them? How do we interact with each key customer? What will competitors do? Which market opportunities are of highest value? How do we go to market as a combined company? What products and services will be in our new portfolio? How can we increase our profitability? How will our service delivery be affected? How do we create a positive customer experience? How will sales support need to change Day 1? Are detailed cross sell plans in place? Who will communicate what to whom, when? What does the combined sales force look like? How will it be run? Will it achieve the goals set? How do external relationships (channels, distributors, partners…) need to be managed? Is there a synergy delivery plan? Is there a visible plan to get the additional growth needed?
Efficiency & Effectiveness
Is your integration team independent enough to cut through the politics of people fighting for job, power and budget? Can you see current inefficiencies? Can you see overlap and duplication? Do you know how to remove it? Have you delivered that change successfully in the past? Do you know where to invest your integration budget to get most bang for your buck? Will you deliver all synergies envisaged? Do you have the experience to find additional synergies as you get into the detail? Can you find and fix bottlenecks in the integration and business? What should be standardised? Where is there value in not standardising? How does this all affect customers and employee? Are you historically great at delivering these changes?
Functions
Do you understand the people issues in each functional integration plan? Do the synergies all add up to what you need? How should we land on T&C’s for all? Can we deliver procurement synergies faster? Do we have a synergy plan? How can we ramp us sales faster? Do we know how to deliver the cross sell and up sell synergies? Do we have integration support across all units and countries? DO we have a Day 1 plan? Do we have a 100 day Plan? What are the interdependencies between functions and businesses? Do we have checklists for each function?
HR
Has the organisation structure been agreed? What strategies are in place to identify and retain key people? Is the integration adequately resourced? Are there cultural differences? Is leadership aligned? Are roles and responsibilities well-defined and understood by all levels of the organisation? Do people know what is expected of them and what they are accountable for? Are employee ready to change? What might encourage these changes to set in place and work? What future skills will be needed to drive the business strategy?
IT & Technology
Is there a clear data strategy? Do you know what data will be key to delivering synergies? Can you turn the data into synergy action plans? Do you know what infrastrucutre is needed? What enterprise architecture needed to deliver the business strategy over the coming years? Are projects set up correctly? Tracked correctly? Is spend on time and budget within IT? Are you good at managing vendors? What assets do you have and should you have? Should you insource or outsource parts of your estate?
Supply Chain
What are the interim and end states? What level of integration is needed in each part of the supply chain? Where are the largest efficiencies and synergies? Can we plan and drive through the change? Can we correctly forecast for the new organisation? Can we improve working capital? Can we reduce inventory? Can we renegotiate contracts? Can we reduce manufacturing costs? Or increase asset utilisation?
R&D
How will R&D be structured? Where does New Product Development fit in the organisation? Who decides on budgets and future winners? What is your roadmap? What IP is in place? Have you reviewed patents? What will the product portfolio look like in 3, 5, 10 years? What is your current R&D performance in each organisation? What would you like it to be in the future for the group? How will you measure that? What people and skills are needed in place to lead R&D? What talent is there? What new skills are needed? What technology platforms are needed? How will knowledge be shared? How will you encourage people to share knowledge?
Facilities
Do you need to review the property in line with the business strategy. Where will cuts and changes be made? Where should shops or warehouses be located? Can you review buildings, permits, security easily? Are health and safety programmes in place? Do you have defibrillators? Are all the material safety data sheets in place? Is insurance in place? Are contracts in place? What technology goes across the estate? Are vendors insourced or outsourced? Is business continuity planning in place? What is needed to Day 1?
Additional Questions
How much of the governance should be central or in the divisions or countries? How important is it to have experts in the geographies or functions? How focused are we on profitability vs. growth? How much do we want to empower employee to make decisions? What inconsistencies are there between management practices that should be changed?
Which parts of the acquired company should be integrated? How should each part be integrated?
Who will be responsible for business-critical decisions? Which short term capabilities are needed to support the interim state between Day 1 and partial integration? Which capabilities are needed to support long term growth? Which capabilities are needed to support cross sell? What are the organisation’s business objectives? Where are new strategies needed? Are decision making processes clearly defined? Are the followed? Are decisions based on facts, information and knowledge?
Coaching
Do you have the knowledge to be able to plan and deliver everything? Do you want back up? Do you need support but don’t want consultants?
