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Whitepaper on

Post Merger
People
Integration
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
CONTENTS
Merger and Acquisition: The story so far
Post Merger People Integration
Addressing Key People and
Organization Risks
Managing Change during Post
Merger Integration
Addressing Key Leadership
Challenges

1
5

7

13

17
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Dr. Ganesh Shermon
Partner and Head,
People and Change Advisory,
Management Consulting, KPMG in India
As the global economy shows preliminary signs of recovery, merger and acquisition (M&A) activity is
poised to resurface. Last year, global M&A activity totaled USD 2.4 trillion, up 23 percent from the
year before, marking the rst positive growth since 2007
1
. Smaller deals dominated 2010, but each of
the four largest deals topped USD 20 billion
1
. There exist multiple triggers for companies to merge
or acquire. Most of them can be grouped into reasons such as growth, synergy, diversication,
horizontal & vertical integration, defensive measures and pressure to do a deal, any deal.
Anyone who has researched merger success rate knows that more than 70 percent of all
mergers and acquisitions fail to produce any benet for the shareholders, and over half
actually destroy value
2
. Majority of the companies report that their M&A deal failures may
be attributed to people and organization issues such as lack of shared vision, leadership
clash, cultural mismatch, loss of key talent, misaligned structures, lack of management
commitment, lack of employee motivation, poor communication and poor change
management.
Financial advisors may guide merger managers in broad areas in which merger
synergies may be realized, but the success of a merger or an acquisition depends more
on getting the people equation right. Thus, it is vital for the organizations to be mindful
of people issues right from the design stage to the implementation stage.
However, when it comes to due diligence most activities relate to the tangible
assets such as nancial structures, IT systems, or intellectual property, leaving
out the intangible assets such as organizational capital, relational capital,
cultural tment and human resources. Thus the critical issue here is to have a
comprehensive yet tailored approach to Post-Merger People Integration.
Mismanagement of post merger people integration may lead to employee
disengagement, key talent attrition, goal misalignment, culture misalignment
and litigations. Thus may adversely affect the realization of merger synergies.
Effective post merger people integration program may help identify key
people and organizations related risks, and thereafter support creation of
appropriate risk mitigation strategies. It is also advisable to put in place a
dedicated merger project organization to ensure focused and expedient
integration.
Lastly, it is essential that Human Resources (HR) be involved and
kept abreast of the CEOs agenda with regard to the proposed
merger. The function should be proactively involved in all the stages
of a typical M&A, namely, scoping, due diligence, integration and
change institutionalization.
FOREWORD
1 Knowledge@Wharton KPMG Survey 2011:
Condence Grows for M&A in 2011, February 2011
2 McKinsey&Company, Perspectives on Merger
Integration, June 2010
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
EXECUTIVE SUMMARY
Organizations typically undertake
Merger and Acquisition (M&A)
activity for variety of reasons such
as growth, synergy, diversication,
horizontal or vertical integration,
defensive measure and sometimes
pressure to do a deal, any deal.
Each reason may have its unique
impact on the integration strategy
of the merging entities. For
instance, in some cases top teams
are expected to closely collaborate
in key areas of synergies, whereas
in some other cases parallel
structures are retained to leverage
unique market capabilities.
People issues in a merger or an
acquisition can start surfacing in
the early stages of the deal if not
properly accounted and planned
for. Proactive post merger people
integration may help address
such issues. Entire process of
post merger people integration
may be broadly divided into four
stages, namely, scoping, HR due
diligence, integration and change
institutionalization. It is advisable
that HR be involved and kept
abreast of the CEOs agenda with
regard to the proposed merger in all
the stages.
Some of the key people &
organization related risks often
encountered in a typical M&A deal
may be broadly classied into six
categories, namely, people cost
risk, structure risk, talent risk,
culture risk, regulatory risk and
engagement risk. The risks may
be individually investigated and
evaluated for their adverse impact
on the M&A deal. Appropriate
cost-benet analysis may be done
for various risk mitigating strategies.
Additionally, a Heat Map may
also be created to categorize the
risks as High (denoted by red color),
Medium (denoted by amber color)
and Low (denoted by green color).
Accordingly action plans be created
and resources be allocated to
mitigate high priority risks.
Effective change management is
the key to seamless post merger
integration. Thoughtful planning and
awless execution may mitigate
most of the identied risks. Many
companies manage change during
post merger integration at three
levels- organizational level, team
level and individual level. Firms
may typically go through multiple
experiences (experience of ending,
neutral zone and new beginning)
while integrating into a new entity.
Ending and beginning are the
important features of mergers
and acquisitions, and these are
most usually addressed at the
team level. Depending on the
type of synergy expectations,
existing team structures may get
re-adjusted. Change management
at the individual level is more
about managing various employee
emotional states associated with
different stages of mergers and
acquisitions.
It is advisable to have a dedicated
project organization structure in
place to facilitate and expedite
the integration activities. Many
organizations typically deploy
a 3-layer project organization
structure.
Aspiration to conduct effective
post merger integration poses
unique leadership challenges for
the organizations. Leaders need
to steer the merging companies
in ways to unlock the potential
synergies. Also leaders need to play
an active role to conduct effective
change management at the
organization, team and individual
levels.
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
It is interesting to track the changes in
direction that merger and acquisition
activity have gone through over the last
100 years. Economists and historians
primarily refer to 6 waves in the mergers
and acquisitions activity
1
(refer gure-1
as illustration).
First Wave (1897-1904): Horizontal
combinations and consolidations of
several industries; US dominated.
Second Wave (1916-1929): Mainly
horizontal deals, but also many
vertical deals; US dominated.
Third Wave (1965-1969): The
conglomerate era involving
acquisition of companies in different
industries.
Fourth Wave (1981-1989): The era
of corporate raider, nanced by junk
bonds.
Fifth Wave (1992- 2000): larger mega
mergers, more activity in Europe and
Asia.
Sixth Wave (2003-till now): More
strategic mergers designed to
compliment company strategy. Focus
on post merger integration.
The adjoining gure illustrates six waves
in the merger and acquisition activity
with select examples.
1
Mergers & Acquisitions: The story so far
1 Esther Cameron & Mike Green (2009), Making
Sense of Change Management, Kogan Page,
London
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
There exist multiple reasons for
companies to merge or acquire. Most of
them can be grouped into one or more
of the following categories
2
.
Growth: It is usually associated with
acquiring new customers. However,
it can also be about getting access to
facilities, brands, trademarks, patents,
technology or even employees.
Synergy: It represents the potential
ability of the merged entity to be
more successful than the individual
companies. It may translate into:
Growth in revenue
Cost reduction
Financial synergies
More competent, clearer governance.
Diversifcation: This type of M&A
activity was particularly signicant in the
third wave era. It is commonly used as a
part of corporate risk mitigation strategy.
Horizontal and Vertical Integration:
Many companies choose to merge with
or acquire their competitors to increase
their market share. Else companies may
decide to merge with or acquire their
customers or vendors to achieve one of
the following.
Dependable source of supply
Ability to demand specialized supply
Lower costs of supply
Improved competitive position.
Defensive Measures: Some mergers
are defensive and are response to other
mergers that threaten the commercial
position of the company.
Pressure to do a Deal, Any Deal: There
is often tremendous pressure on the
CEO to reinvent cash and grow reported
earnings (Seldon and Colvin, 2003).
2
Figure 1
2 Esther Cameron & Mike Green (2009), Making
Sense of Change Management, Kogan Page,
London
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
Each respective reason for embarking on the M&A activity has corresponding people and organization related implications.
Table-1 illustrates such implications.
Table 1 - People and Organization Related Implications of M&As
M&A Type Key People and Organization Related Implication
Growth Senior management team expected to make discrete changes in performance goals
Some new entrants may join top team
Expected administrative efciencies in term of common support functions
Process and systemic integration may be considered in specic areas depending on the
requirement.
Synergy Top teams to collaborate on key areas of synergy. Other areas are left intact.
Diversifcation Loosely coupled management teams
Expected administrative efciencies in terms of common support functions
Joint reporting to the holding company/corporate ofce
Separate identities and logos.
Horizontal and Vertical
Integration
Integrated top teams
Merged administrative systems in terms of common support functions
Tightly coupled core processes
Single corporate identity
Better partnership working
Pooled resources.
Defensive Measures If managed well, it may lead to greater commercial strength.
Source: KPMG Analysis
Anyone who has researched merger success rate knows that more than 70 percent
of all the mergers and acquisitions fail to produce any benet for the shareholders,
and over half actually destroy value
3
. Majority of the companies report that their
M&A deal failures may be attributed to people and organization issues such
as lack of shared vision, leadership clash, cultural mismatch, loss of key talent,
misaligned structures, lack of management commitment, lack of employee
motivation, poor communication and poor change management.
People issues in a merger can begin at the earliest stages of the deal if not properly
accounted and planned for. It is essential that HR be involved and kept abreast of
the CEOs agenda with regard to the proposed merger. It is imperative that HR asks
critical questions in the initial meetings as well as across the merger process. The
function must be aware of the key stages and milestones in the process This would
also enable HR to effectively assess the key pitfalls that needed to be overcome to
support the CEOs agenda and manage human capital risks.
3
3 McKinsey&Company, Perspectives on Merger
Integration, June 2010
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
4
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
5
Post merger people integration
Entire process of post merger people integration may be broadly divided into 4 stages, namely, scoping, HR due diligence,
integration and change institutionalization (refer gure-2 as illustration)
1
.
Figure 2
1 KPMG Analysis
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
6
Scoping: In this stage companies agree
on the reasons and potential benets of
the proposed merger or acquisition. Top
teams identify key areas of synergies/
collaborations and clearly dene go
& no-go areas. Also in this stage,
vision of the merged entity is clearly
articulated.
HR Due Diligence: HR due diligence is
a systematic intelligence performed for
ascertaining the viability and possible
integration of the human aspects of
the transaction, process, scheme or
company so as to determine the worth
or verify the fulllment of denite
requirements. Also HR Due Diligence
is conducted to assess the quantum of
people and organization risks associated
with an M&A. Such risks may be broadly
classied into following 6 categories.
People Cost Risk
Structure Risk
Talent Risk
Culture Risk
Regulatory Risk
Engagement Risk.
Some part of risk identication also
overlaps with the scoping stage of the
M&A process.
People and Organization Integration:
Companies need to clearly identify
the extent of potential people and
organization related risks in the scoping
and the due diligence stage. The risks
may be individually investigated and
evaluated for their adverse impact on
the M&A deal. Appropriate cost benet
analysis may be done consequently.
Additionally, People Risk Heat Map
may also be created to categorize the
risks as High (denoted by red color),
Medium (denoted by amber color)
and Low (denoted by green color).
Corresponding action plans be created
and resources allocated to mitigate the
identied risks.
Change Institutionalization:
Appropriate change management
program may be put in place to manage
the change before and during the
integration, and to institutionalize the
change after the integration. Structure,
processes and metrics may be designed
to affect the same. However many
times in-spite of having the best in
class change management techniques,
many M&As do not reap the desired
result. This may be attributed to the
inability of the companies to address
the leadership challenges emerging out
of a merger or an acquisition. Research
says that the leadership of change is one
of the single most important dening
parameters of successful post merger
integration.
Thus, in a nutshell, top management
of the companies undertaking M&A
may focus on following issues to help
ensure effective post merger people
integration.
Addressing people and organization
risks
Managing change during post merger
integration
Addressing leadership challenges.
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afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
7
Addressing key people and organization risks
One of the most important aspects of managing successful
post merger people integration is proactively addressing the
risks associated with people and organization. Most of such
risks can be grouped into six broad categories, namely, people
cost risk, structure risk, talent risk, culture risk, regulatory
risk and engagement risk. Each risk category may consists of
multiple dimensions (Refer Figure-3 for Illustration)
1
.
Figure 3
1 KPMG Analysis
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afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
8
People Cost Risk
In M&A transactions most rms
diligently focus on the risks and liabilities
of existing businesses (hidden or off
balance sheet), e.g., adequacy of claim
reserves and claim exposures. But
there are also values, risks and liabilities
associated with the people side of the
businesses that are frequently missed
or overlooked.
One of the most important areas
in this regard is pension and other
rewards liabilities. These may have
huge underestimated obligations which
may not be immediately apparent. The
rewards which may indicate substantial
accruing liabilities could be in the
form of termination indemnities,
accrued performance payments, retiree
medical etc.
Some of other areas of concern that
carry future liabilities include:
Jubilee payments and contracts
liabilities
severance costs for excess
personnel
xed-term contracts with key
executives
Structure Risk
Sound organization design applied
from early in the acquisition can be an
effective catalyst for ensuring that the
structure, process, governance, metrics,
and people are optimally congured and
aligned to fulll the methodology of the
newly integrated company. The absence
of good design, on the other hand, can
result in ambiguous goals, lack of role
clarity, and inefcient decision making,
all potentially disastrous to a successful
integration.
Depending on the exact reason and
envisioned objective as why the merger
or acquisition occurred in the rst
place, several approaches are taken to
harmonize the organization structures.
For instance, if one company (A) has
taken over another (B) to gain entry into
a new/related industry or new/related
market, then it is a good idea for A to
retain the organizational structure of B
and let it operate as a strategic business
unit on its own. A few structural changes
may occur at the top management
level where the role of the CEO/MD of
company (B) may become redundant,
or may report in to a role in Company A.
This is primarily on account of the fact
that Company B has knowledge that
Company A does not possess.
However, if a decision was taken to
merge Company A and Company B, a
horizontal merger (which again could
be due to several reasons) then the
following actions may be taken into
consideration:
With the sponsorship of senior
leaders, establish a new
organizational mission, objectives,
and strategies based on the merger.
Depending on the situation, the new
organizational structure may reect an
effective new entity.
Very often, when redesigning the
roles and responsibilities of top-level
managers, organizations prefer to
hold visioning workshops where
role-wise key metrics are deliberated
and discussed. It may also be a good
idea to present the new strategic
plan and envisioned structure to the
mid-level managers and allow them
to ask questions. This will allow for
an assessment of each companys
corporate culture as well, which
in turn to some extent is reected
by the organization structure. For
instance, combining a traditional
top-down organizational structure
with a collaboratively run organization
requires more planning to effectively
blend the two cultures, preserving
the best of both.
Train people for new roles. It is a good
practice to recognize that before
people can behave in new ways
in a new organizational reporting
structure, they need to develop
the skills and competence to do
so. Human Resources could work
towards establishing orientation
programs to ensure all functions
integrate effectively.
Also the new structure may be nalized
so as to help ensure appropriate
information ow within the organization.
This may be adjusted by introducing
suitable horizontal and vertical linkages
across the organization. The nal step
while freezing the structure for the new
organization involves the identication
of unnecessary positions which could
be done away with.
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Talent Risk
Very often one of the key objectives
of a merger or an acquisition is to
acquire valuable human talent of an
organization. The talent pool is a critical
success factors for many deals and as
a part of the due diligence process, it
is necessary to study and evaluate the
available pool. Various retention factors
within an organization need to be
assessed and the viability of the same
be evaluated. Also those in charge of
an acquisition often limit their focus to
a small handful of top people, ignoring
people at the middle and the line
levelsleaving valuable human capital
vulnerable to poaching by competitors.
An acquisition or merger can create
conditions in which a company is at
risk for losing just those people who
may be critical to immediate and
longer-term business goals by virtue of
their management skills, knowledge
of business systems and processes,
and intellectual capital. This can have
consequences, not only downstream,
but for the transaction itself.
Additionally, there also exists a
need to appropriately integrate the
talent processes of the two merging
companies. Studies show that the
degree of integration is of high
importance to the success of mergers
or acquisitions. Depending upon the
kind of the acquirer and the target
organization, and the vision for the
merged organization, varying level
of integration of the different talent
processes may be established. On the
one hand integration can be minimal,
such that all differences between
the acquirer and the target remain in
place. On the other hand integration
can be maximal, such that there are no
differences left between the acquirer
and the target, making them one.
Culture Risk
An organizations culture consists of
the underlying values, beliefs, and
practices that dene an organizations
management philosophy. Numerous
authors have discussed the potential
troubles of culture dissonance between
merging organizations and report
the same to be one major source
of conict. According to the report
from the Economic Intelligence Unit
organizational culture differences and
human capital integration issues ranked
as the two most signicant challenges
faced by respondents in recent
transactions
1
.
Bipolar culture assessment may be
conducted to get the preliminary
indications on the degree of cultural
alignment/ misalignment between the
merging organizations. The assessment
may be conducted on key culture
dimensions with each dimensions
having two culture extremes. The
As-Is state indicates the existing
state of the rms culture on the given
dimension, whereas the To-Be state
indicates the desired state of the
merged entity on the same dimension.
Following may be referred to for
illustration purpose.
1 M&A Beyond Borders: Opportunities and Risks,
March 2008, Economist Intelligence Unit
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Figure 4
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11
Cultural compatibility can have
signicant impact on the ultimate
success of the M&A. In the light of
perceived culture misalignments it
is suggested that a separate cultural
integration action plan be created and
worked upon. Mismanagement of
cultural issues may prevent the merging
rms to realize the full synergy.
Regulatory Risk
One of the critical parameters of
an HR due diligence process is the
assessment of people related matters
governed by laws and regulatory bodies.
Since companies being acquired/
merged might have no geographical
boundaries, and laws affecting human
capital might vary from place to place,
these laws need to be scrutinized very
carefully before articulating human
capital related laws for the overall entity.
Major areas of study impacting overall
HR processes include variations in labor
laws, HR contracts with the unions
and collective agreements, payroll and
staff structures, staff terms, payment
terms, industrial relations and relations
with statutory bodies. Labor laws and
HR contracts with unions are a major
area of concern as the laborers and
employees of the organization may feel
agitated and skeptical on account of
perceived mistrust. This is a sensitive
issue and very often can make or break
a deal especially in manufacturing and
other such labor heavy industries.
Engagement Risk
Research indicates that a rms
productivity can drop by between
25 and 50 percent while undergoing
such a large-scale change. Job losses,
restructuring, imposition of a new
corporate culture and top leadership
changes may lead to uncertainty and
anxiety among employees and thus may
result in reduced engagement levels.
Also, when employees feel disengaged
or are on the fence, they are likely to
watch for signals of failure, take cues
from the grapevine, intentionally reduce
their work output, distrust company
leaders and their messages, and hold
back on extra effort. Thus there exists
a need to prepare a comprehensive
change management plan and to partner
employees in the change journey.
Moreover, it is also suggested that
organizations undertaking M&A
activity may investigate the existing
engagement levels of employees in
the HR due diligence stage. Research
suggests that engaged employees are
20 percent more productive than the
disengaged ones
3
. Thus may possibly
impact the synergies expected out of a
merger or an acquisition.
3 Debashish Sengupta, S. Ramadoss (2011),
Employee Engagement, Wiley India
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Goods and Services Tax - Ready. Steady. Go? | 12
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13
Managing change during post merger
integration
Effective change management is
the key to seamless post merger
integration. Thoughtful planning and
awless execution may mitigate most
of the identied risks. Many companies
manage change during post merger
integration at the following three levels.
Organizational Level
Team Level
Individual Level.
Furthermore, it is also advisable to
put in place a dedicated post merger
integration structure to conceptualize
and monitor various change
management related activities.
Managing Change at the
Organizational Level
Individual companies typically go
through following three organizational
experiences while integrating into a new
entity
1
(refer gure-5 as illustration)
Ending
Neutral Zone
New Beginning.
1 Bridges, W (1991) Managing Transitions, Perseus,
Reading, MA
Figure 5
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14
Ending
Before one can begin something new,
one needs to end what used to be.
Companies need to identify who is
losing what, expect a reaction and
acknowledge the losses openly. It
may also be required to repeat the
information about what is currently
changing since it may take some time
for the happenings to sink in. Its equally
important to ceremoniously mark the
endings.
Neutral zone
Employees may feel disoriented in the
neutral zone. Motivation levels falls and
anxiety rises. Consensus may break
down as attitudes become polarized.
Temporary structures may be needed to
manage the transitional issues. Leaders
are required to monitor the pulse of the
rm on regular basis.
New beginning
Employees need to understand and
wholeheartedly accept the following
to help them embark on the new
beginning.
The purpose behind the M&A
The picture of how the new entity will
look like
A step-by-step plan to get there
Part to play in the outcome.
The need for constant communication
with the employees in all the three
types of organziational experiences
cannot be over emphasized.
Managing Change at the
Team Level
Ending and beginning are the important
features of mergers and acquisitions,
and these are most usually addressed at
the team level. Depending on the type
of synergy expectations, existing team
structures may get re-adjusted.
All teams go through a change process
when they are rst formed, and when
signicant events occur such as a
new member arriving, a key member
leaving, change of scope, increased
pressure from outside, or a change in
organizational climate.
Thus many teams go through
following stages of development/re-
adjustments
2
. Table-2 further illustrates
the team activity with possible change
management responses.
Table 2 - Development of a Merged Team
Stage Team Activity Possible Change Management (CM) Response
Forming Confusion
Uncertainty
Assessing Situation
Testing Ground Rules
Dening Goals & Establishing
Rules
Need to clearly dene roles and responsibility in the new company/
function
Need to dene key customers for the team and begin to agree on
new ground rules for how the team will work together
Discuss team background in terms of previous structures, processes
and culture
Storming Disagreement over priorities
Struggle for leadership
Tension & Hostility
Clique Formation
Need to conduct joint workshops/ discussion sessions to openly
resolve the issues relating to structure, processes and culture
Clarity on direction and purpose of the team
Norming Consensus
Leadership Accepted
Trust Established
Standards Set
Need to develop a decision making process
Maintaining exibility by reviewing goals and processes
Performing Successful Performance
Flexible task roles
Openness and helpfulness
Need to encourage delegation more frequently
Need to encourage innovation and
2 Tuckman, B (1965) Development Sequence in
Small Groups, Psychological Bulletin, 63, pp 384-
99
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15
Managing Change at the
Individual Level
Change management at the individual
level is about managing and facilitating
employee experiences in various stages
of a merger or an acquisition.
Employees typically go through multiple
emotional states while dealing with the
change
3
(refer gure-6 as illustration).
Table-3 illustrates various phases of a merger or an acquisition and corresponding employee experiences. It further suggests
possible change management responses
4
.
Table 3 - Stages of Merger and Individual Employee Experiences
Stage of M&A Employee Experience Possible Change Management (CM) Response
Merger is
announced
Shock, disbelief and relief that
rumours are conrmed
Need to provide full and early communication of reasons behind, and
aim of the merger between
Specic plan are
announced
Denial: Its not really
happening
Mixture of excitement and
anxiety
Anger and Blame: This is all
about greed etc.
Need to discuss the implication of merger with individuals and team
Giving employees timescale for clarication of the new structure and
when they will know what their role will be in the new company
Changes start
to happen- new
boss, new
colleagues, new
customers etc.
Depression: Finally letting
go of two companies, and
accepting the new company
Acceptance
Need to acknowledge and communicate the end of an era
Hold a wake for the old company and keep one or two bits of
memorabilia (photos, T-Shirts)
Forster development of the merged team and delegate new
responsibilities to the team
Need to coach in new skills and behaviours
New organization
begins to take
shape
Trying new things out
Finding new meaning
Optimism
New Energy
Need to foster communication at all levels between the two parties
Need to induct the employees of both the companies to the new
ways to doing business
Need to review and consolidate the changes since the beginning
Need to celebrate success as a group
3 Kubler-Ross, E (1969) On Death and Dying,
Macmillan, New York
4 Esther Cameron & Mike Green (2009), Making
Sense of Change Management, Kogan Page,
London
Figure 6
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16
Merger Project Organization
It is important to have a dedicated
project organization structure in
place to affect seamless post merger
integration. The structure may typically
exist at 3 layers (refer gure-7 as
illustration).
At layer-1, there exists an overall steering committee. The committee is responsible
for all the activities related to post merger integration. It establishes the initial
guiding ideas and performance parameters for the transition and for the new
organization, develops and/or approves strategy, and establishes and oversees the
infrastructure for change.
At layer-2, there exists an executive committee for people and organization
integration. The committee is exclusively responsible to monitor and mitigate
the risks associated with people and organization integration, namely people
cost risk, structure risk, talent risk, culture risk, regulatory risk and engagement
risk. It is advisable that the committee is put in place before the due diligence
commencement. The committee may have the representation from both the
merging rms.
At layer-3, there exist various tasks forces with specic expectations and deadlines.
These task forces work to mitigate high impact people and organization risks. It is
advisable to create a comprehensive monitoring dashboard corresponding to each
of the identied risks. Tasks forces may have representation from both the merging
rms.
Figure 7
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17
Addressing leadership challenges
Aspiration to conduct effective
post merger integration poses
unique leadership challenges for the
organizations. Leaders need to steer the
merging companies in ways to unlock
the potential synergies. Also leaders
need to play an active role to conduct
effective change management at the
organization, team and individual levels.
As mentioned in the preceding section,
individual companies may typically go
through following three experiences
while integrating into a new entity
Ending
Neutral Zone
New Beginning
Leaders need to demonstrate behaviors
addressing specic needs emerging out
of respective company experiences.
Some of the sample behavior
demonstrators corresponding to the
above types of rm experiences are
mentioned below
1
.
1 Bridges, W (1991) Managing Transitions, Perseus,
Reading, MA and Esther Cameron & Mike Green
(2009), Making Sense of Change Management,
Kogan Page, London
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18
Leadership for the Ending Leadership for the Neutral Zone Leadership for the new beginning
Study changes carefully to understand
who is likely to lose what
Acknowledge the neutral zone to be a
state of ux and as an uncomfortable
time. Employees are usually anxious
during this time
Create a compelling business case for a
merger or an acquisition. Detail out the
pain points and also clearly detail out
the reasons for undertaking a merger or
an acquisition
Acknowledge losses openly. Sweeping
the losses under the carpet may spell
trouble for the organization
Incentivize employees to continue
doing their jobs during the neutral zone.
Try and establish personal connect
with key employees to address their
apprehensions
Create a vision for the merged entity
Employees may be allowed to grieve
and express their sense of loss. The
idea is to provide an environment
where sentiments are expressed
rather than concealed
Create temporary structures in
terms of creating temporary policies,
procedures, roles and reporting
relationships to get through the neutral
zone
Share comprehensively the overall
change management plan
Try to make up for the losses using
innovative means. For instance, rms
may introduce some new roles to
compensate for the loss of existing
roles. Or rms may provide specic
training to employees to compensate
for the loss of existing skills/
competencies
Create and constantly monitor a
comprehensive checklist of pitfalls
Explain the role to be played by the
employees in executing the plan
The importance of communication at
this stage cannot be overemphasized.
Provide as much information as is
feasible even at the cost of repetition
Set up a three layer merger project
organization structure as illustrated in
the preceding section
Build some occasion for quick
successes
Clearly delineate what will end and
what will continue
Celebrate the new beginning and the
conclusion of the time of transition
Come up with symbolic gestures to
mark the ending and honor the past. It
is advisable not to denigrate the past
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afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
19
Accenture/Economic Intelligence Unit 2006 Global M&A
Survey, 2006
Alistair Moffat, Adrian McLean, (2010) Merger as
conversation, Leadership & Organization Development
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Alzira Salama, Wayne Holland, Gerald Vinten, (2003)
Challenges and opportunities in mergers and acquisitions:
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Basu, K.2006.Merging brands after mergers: California
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Ben De Haldevang (2009), A New Direction in M&A
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Betania Tanure and Roberto Gonzalez-Duarte (2007),
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Bundy, 2007, The Culture of Combination: Changing
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Corporate Executive Board, 2006
C. Lakshman, HR issues in post-acquisition integration:
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Carol-Ann Morgan. Understanding And Developing Your
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Charles Parker (2009) On becoming a process-
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Chris Rees and Tony Edwards (2009), Management
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Corporate Executive Board Research
Effectively Downsizing Management Structures Philip R.
Nienstedt, PhD, Motorola Inc
Elina M. Antila and Anne Kakkonen (2008), Factors
affecting the role of HR managers in international mergers
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299
Esther Cameron & Mike Green (2009), Making Sense of
Change Management, Kogan Page, London
Grsslin, Jrgen 2000, The Making of an Auto Dynasty. New
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Growing Through Acquisitions The Boston Consulting
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Han Nguyen, Brian H. Kleiner, (2003) The effective
management of mergers, Leadership & Organization
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the difference in employee engagement before and after
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How MetLife Balances Effective Organization Design With
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J. JASINSKI
HR Issues and Activities in Mergers and Acquisitions by
RANDALL SCHULER and SUSAN JACKSON, Rutgers
University, New Jersey
HRs Role in Mergers and Acquisitions by Ethan A. Winning
http://lifewavebr.com/post-merger-acquisition-challenges-
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http://lifewavebr.com/post-merger-acquisition-challenges-
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http://peoplematters.in/articles/leadership/talent-and-
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Ingmar Bjorkman (2006), The HR function in large-scale
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John O. Nigh and Marco Boschetti, M&A DUE DILIGENCE:
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Knowledge @ Wharton / KPMG LLP Survey: Condence
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20
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Leading through transition Perspectives on the people side
of M&A Kevin Knowles, Kimberly Storin, Danielle Feinblum
and Stephanie Meyer from Deloitte
The DaimlerChrysler Merger, Tuck School of Business at
Dartmouth
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afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
21
2011 KPMG, an Indian Partnership and a member rm of the KPMG network of independent member rms
afliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved.
22
The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we
endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will
continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the
particular situation.
2011 KPMG, an Indian Registered Partnership and a member rm of the KPMG network of independent member rms afliated with KPMG International
Cooperative (KPMG International), a Swiss entity. All rights reserved.
The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International.
Contact us
Nishchae Suri
Partner and Head
People & Change Advisory Services
KPMG Management Consulting
T: + 91 124 307 4000
E: nishchaesuri@kpmg.com
Bhrigu Joshi
Senior Consultant
People & Change Advisory Services
KPMG Management Consulting
M: + 91 82874 80006
E: bhrigu@kpmg.com
kpmg.com/in

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