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What Are the Costs of a Failed Acquisition?
The initial costs show up in decreased performance and productivity. Uncertainty, lack of communication, and mistrust frustrates employees. The lowered morale and trust causes people to operate at only a basic level of performance and not to do anything that might cause them to get noticed, and possibly laid off. In other words, they take a wait-and-see approach, rather than being excited about the potential synergies between the two organizations. This starts a vicious cycle downward.
Front-line supervisors and managers responsible for the integration start to suffer "emotional burnout". Dealing with layoffs and uncertainties takes its toll on everyone. The best performers start to consider other jobs. They get hired more easily by other companies, and so siphoning off of this talent hurts the labor pool badly. This causes even more decline in performance.
Corporate performance continues to slip faster than the expected efficiency gains are realized, and shareholders become discontented. Customers wonder what is happening as the oversold efficiencies fail to occur, and quality and customer service suffer. The "buzz" sours, and the company's reputation suffers.
Eventually the company reaches a "tipping point", where the losses outweigh the gains, with a corresponding decline of shareholder value.
"One-third of the transactions provided marginal returns, while only 17% provided substantial returns to shareholders." About these figures, one expert said: "That's a staggering number. That means those organizations were better off before they merged than after they merged."
- Best's Review/Property-Casualty Insurance Edition
Overall, the costs of an unsuccessful acquisition are extraordinary: lower morale, increased employee turnover, lower productivity, customer complaints, loss of reputation, and loss of shareholder value. This creates a real-life business tragedy, especially considering the great amount of work necessary to put the deal together and the heady sense of optimism formerly experienced among the dealmakers.
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What it Takes to Do It Right
As noted below, business acquisitions do require a great deal of work in the Legal and Financial areas. This is widely understood and acted on in the business community.
- Financial Factors: Due diligence, financial review, valuation, financing, taxation, synergies, etc.
- Legal Factors: Due diligence, contract issues, negotiation, closing mechanics, post-closing issues, etc.
- Business Factors: Strategic planning, operation and technical due diligence, integration of product lines, sales, etc.
They also take work in Business Systems Integration, a fact widely understood but somewhat less-swiftly acted upon.
A key factor, however, is not often recognized. That is the People factor discussed above.
"In acquisitions that do fulfill their promise -- that really make two and two equal five -- leaders paid a great deal of attention to the integration process and, not surprisingly, involved people at all levels of the process."
- Academy of Management Executive
The People factor is the missing "puzzle piece" that causes most of the 70% of failures in business acquisition.
People Factors include organizational culture, trust, communication, leadership, skills, employee retention, etc.
Because the People factors are typically not included in the typical M&A process, nor considered by the dealmakers, they constitute an important but unseen risk.
Click here for a more detailed discussion of successful integration practices. |