mergers and acquisitions culture clashes - diagnosing and dealing with them

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M&A Culture Clashes: Diagnosing and Dealing with them Philip H. Mirvis Fortune magazine “merger maven” with Mitchell Marks @DenisonCulture.com

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Page 1: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

M&A Culture Clashes: Diagnosing and Dealing with them

Philip H. Mirvis

Fortune magazine “merger maven”

with Mitchell Marks

@DenisonCulture.com

Page 2: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

M&A Culture Clashes: Diagnosing and Dealing with them

Philip H. Mirvis

Fortune magazine “merger maven”

with Mitchell Marks

@DenisonCulture.com

Page 3: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them
Page 4: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Merger hit rate

65-85 % of Mergers and Acquisitions Fail

Vs. precombination earnings of 2 cos.

Vs. promised returns by executives

Vs. costs of capital

WHY?

Page 5: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Combination Phases

Phase

Typical

Emphasis

Successful

Emphasis

Pre-Merger Financial Strategic

Merging Political Transition

Planning

Post-Merger Damage

Control

Value

Creation

Page 6: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Define the End State

ac

qu

ire

d

Page 7: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Theoretic Synergies

Leading Edge

Technology

Broader User Base

Faster Time to Market

Product Reliability

Technology Transfer

Company A

Engineering &

Marketing

Quality

Matrix

Planning

Professional

Collegial

Teamwork

Our Way

Company B

R&D

Speed

Functional

Ready, Fire, Aim

Entrepreneurial

Political

Star System

My Way

Page 8: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them
Page 9: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them
Page 10: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Think

Organization

& Culture

Page 11: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

How and

where to

Integrate?

Page 12: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Degree of Integration

Page 13: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

What’s happening

in this picture?

Company A Company B

Page 14: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Physical Signs and Public Behaviors

Norms and Values Private Behaviors

Beliefs on „Human Nature and Reality‟

“Layers” of Culture

Page 15: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Culture Clash: Stages

1. Perceive Differences

2. Magnify Differences

3. Stereotype

4. Denigrate

Same or Different?

Very Different!

They are all that way

We are good; they are not.

Page 16: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Business Consulting

Economic Consulting

Perceive

Differences

Page 17: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Magnify Differences

Stereotype

Page 18: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

We vs. They

Page 19: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Win vs. Lose

Page 20: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Diligent Due Diligence

Synergies: Strategic and Financial “Fit”

Organizational and Cultural Fit– Complementary organization structures/systems– Depth of management talent– Understandings of the market– Cultural norms and values– HR relations, stakeholder issues

Do your homework-Internet, reporters, academics, retirees, former employees, etc.

Culture Surveys!

Page 21: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

The Denison Organizational Culture Model

Adaptability

Translating the demands of the

business environment into action

“Are we listeningto the marketplace?”

Mission

Defining a meaningful long-term direction for the organization

“Do we know where we are going?”

InvolvementBuilding human

capability, ownership, and responsibility

“Are our people alignedand engaged?“

Consistency

Defining the valuesand systems that are

the basis of a strong culture

“Does our systemcreate leverage?”

Page 22: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Software Acquisition

Overall strong profile

Key areas for leverage: Teamwork, Empowerment, Creating

Change, Agreement and Coordination & Integration

Need for Strategic Direction & Goal Alignment

Integrated IT Company

Stronger Internal Focus

Key areas for leverage: Teamwork, Empowerment, Core

Values, Agreement and Goals & Objectives

Need for Strategic Direction, Capability Development & ADAPTABILITY

Page 23: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Software Acquisition Integrated IT Company

Page 24: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Culture & Integration

Integration:

How important

to Strategy?

Savings?

Synergy?

High

Low

Easy Hard

Culture Clash:

Ease of Integration?

Combine

Quickly

Combine as

Needed

Combine

Carefully

Coordinate,

Combine

Slowly

Separate

Page 25: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them

Post merger cultures

Multicultural

Integrated: Distinct but all part of the family

Pluralistic: Many tribes, in confederation

Segregated: Superiors and inferiors

Monocultural

Melting Pot: One “happy” family

Pressure Cooker: One family or else

Ethnocide: Kill „em off

Page 26: Mergers and Acquisitions Culture Clashes - Diagnosing and Dealing with Them