Introduction.

How does your company grow? In today’s ultra-competitive landscape, very few organizations are able to deploy a purely organic growth approach. More often, hyper growth is only possible through a successful merger and acquisition strategy. Post Merger Integration (PMI) is a highly complex process that requires the right mix of preparation and expertise. Follow our step by step recipe for data integration success and deliver mouth-watering synergies your business will love.


Step 1: Prepare.

High level scoping to determine resources.


Successful M&A’s come down to three key aspects: diligent planning, cross functional coordination and execution of the plan. As you transition into “post close” preparations, you need to begin developing your high level plan and scope which will continue to be refined and detailed throughout all phases of the integration. The Transaction Services Agreement, or TSA, is a document that identifies the period of time in which the acquired company agrees to run systems and manage the data. It is the rallying point of any M&A event. Since there is cost incurred during this period, the main goal is to exit the TSA quickly by avoiding delays and obstacles. Not paying enough attention to TSAs increases the risk that the players will leave value on the table. The upfront planning is vital as most issues that impact the TSA exit timeline can be traced directly back to poor planning.

What type of integration will you be supporting?

IT integrations need the support of a coherent strategy to see what makes the most sense based upon the M&A objectives. In order to effectively scope, you need to know what the overall business objective of the M&A is and the type of integration that supports it. There are three main categories of integrations:

  • Fully Integrated: All operations will be standardized on one platform
  • Semi-Integrated: Some operations will be standardized while others will remain independent
  • Independent: Both entities will continue to run on separate platforms.

What is the data that really matters?

MA-Relation-Diagram-screenshot
Here is a visualization of a relation diagram in Information Value Management® which shows the connection of data to processes and systems.

Once you have an understanding of the goal of the integration and how you will achieve it, you need to identify the critical data and decompose that into the relevant processes and systems. For instance, if the decision is made to unify both entities into one CRM then it is clear that customer data such as customer names and contact information would be highly critical to the success of that integration, while other data like vendor or supplier is not. Understanding what data matters is an important step in defining the level of effort that will be needed and in turn, the headcount needed to support it.

At this point, you should begin to think about resource allocation. If you wait too late to request human resources, you may miss an opportunity that will not come back again. To get started it is critical to identify the appropriate roles, responsibilities & requirements of the integration team.

How should you structure the integration team?

Enlisting the right people to create a cohesive team to manage the integration is a critical component of a successful integration. Forming functional teams from key units of the company (i.e.: finance, operations, IT, HR, marketing and sales) that include employees from both organizations will help alleviate some of the headaches in the work environment. Depending on the nature of your business, you should also consider the makeup and structure of each of the businesses in scope. For example, highly centralized or decentralized organizational structures, regional and geographic impacts, to name a few. It will be up to leadership on whether you need to appoint regional integration teams depending on the scope of the integration. Taking these key considerations into account will increase the chances that your integration team will have the needed constant collaboration required to ensure integration.

The role of data governance in M&A

The ultimate pot of gold at the end of any M&A event is “synergies”. Synergy can be found by reducing duplication, redundancy and costs across people, equipment and more recently – in data. But before a company can even begin to think about that, they need to know their baseline by reporting on the combined financial results. To add pressure to the situation, these financial reports are extremely time sensitive and highly visible both internally and externally. These reports are typically created by porting data from both companies into one repository, something that is relatively straightforward from an IT perspective. Companies without good data governance in place are often challenged to know what data is relevant and where exactly it lives – painfully enough the right data is often stored only in people’s brains or in sources the IT department doesn’t know about like spreadsheets and SharePoints. With data governance up front, the acquiring company can feel confident that they know the critical data, what to port over, what to delete or archive and how it all combines to serve up those mission-critical financial reports.

SPOTLIGHT: A DATA GOVERNANCE ANALOGY

Let’s compare this to a real life situation. Consider a newly engaged couple who have decided to move in together. One sweetheart would never automatically pack up everything from their home and move it into the new home without talking through it with their better half. If they didn’t communicate before, they would have two of everything (couches, refrigerators, and microwaves) and they would’ve wasted money by paying the movers to bring over duplicated items they don’t need. It is important for the couple to sit down before the move and determine what is most critical for their new home together and decide whose items they would keep and who’s they would get rid of.

Speak the same language

A data dictionary is a list of key terms and metrics with definitions around their meeting, origin and relationships to other data. It sounds simple, but its ability to align the business and remove confusion can be profound, especially when preparing for an M&A Integration. Most businesses have at least one concept, term, or metric that is used or interpreted differently among teams and rules associated with them. The hiccup is that this confusion can cause serious delays in the execution and measurement stages. It is important to brush off your data dictionary and rules, so you have alignment early on.

Step 2: Discover.

Compare the organizational designs of each entity and perform gap analysis then prioritize identified gaps.


Time can be of the essence during the discovery process, it is important to gather requirements and assess any system gaps in capabilities. There are a lot of different scenarios that can play out during an M&A. What if the company that has been acquired has no data governance in place? What if their data is held in spreadsheets or what if it’s in a system that doesn’t have functionality with one organizations systems? How do you make sure that you have identified all of the relevant data sources? It starts with obtaining all relevant data on business areas and activities to make sure the integration goes smoothly.

Access Gaps in Capabilities

To get an understanding of the gaps, you need to comprehend and compare the organizational designs of each entity. Consider the commonalities and the differences to hone in on the level of complexity of the integration activities. Are you bringing two like companies together (like when a company acquires a direct competitor) or are you extending capabilities by acquiring an entirely new business unity (like when a pharmaceutical company acquires an R&D company)? Is one company focused on make to order while the other is focused on make to stock?

From there, you should spend time up front understanding the data objects, volumes, source systems and governance requirements that all play a part in the complexity of the integration. Here are a few things to keep in mind as you begin this process:

  • Have an understanding of how the technology systems in both organizations work to see if they can work together during the integration
  • Look to identify where there might be any red flags in the data integration process
  • Collect and organize information and data and identify and prioritize information gaps that need to be addressed to help identify critical business needs
  • Take a deep dive in hardware, software, ERP, CRM systems, vendor platforms, etc.
  • Perform Risk Assessment

M&A SUCCESS STORY: PROCTOR & GAMBLE + GILLETTE 2005

Data is critical to the success of any merger. That can be clearly seen in one of the most well-known acquisition successes on the books when Proctor & Gamble acquired Gillette for $57 billion. With the popular Mach series of shaving razors, Gillette was successfully hedging the shaving market for men. While P&G was cornering the women’s shaving market with its Venus line. The companies were able to successfully integrate and share customer and product data, allowing them to seamlessly fill out their product lines and offer/promote these value-add products to each other’s customers. They were able to combine Gillette’s luxurious creams and lotions to deliver a logical next step for men looking to have their best shave. They also used P&G’s superior razor products to reinvent the Venus series, offering women their best shave. From 2005 to 2010, this unified data foundation helped deliver increased sales, net income and profit margin.

Source:

Take a process-driven approach

A common mistake in data integration is viewing it as a one-time event, whereas more mature organizations will treat the integration as a step along the journey towards an overall data governance framework. A maturity assessment of the buyer and target enterprise data management processes will identify gaps in the maturity levels. This baseline of data policies, rules and standards need to be clearly defined across the combined organization.

Prioritize Projects & Initiatives

A lot of organizations struggle to identify the right sequence and prioritization of resources and projects during and M&A integration.  For instance, let’s say you want to consolidate the sales orders. The proper sequence is to identify the customer and material data that makes up the sales orders and trace it to the systems that house it. In this case, let’s say this lives in Salesforce. So integrating Salesforce would be on the critical path to on time TSA exit. It is important to prioritize across how efforts will impact the business goals, ease of implementation and how it will impact the bottom line.

 

Give me six hours to chop down a tree and I will spend the first four sharpening the axe.

Abraham Lincoln

Step 3: Gameplan

Create the operating model and project plan for the integration


At this stage, you should have identified critical business needs, data integration priorities, and have an understanding of the to-be enterprise architecture.  It is also important to have a good understanding of the level of effort required for each phase of the project: data repositories, systems, etc. You also should have a clear set of business objectives for the Post Merger Integration (PMI) project. Robust forward thinking integration plans that have detailed policies and procedures will help aid you in the success of your integration and deliver greater value to your shareholders. Now it’s time to document and communicate your gameplan.

Elements of an M&A Integration Plan:

Your plan should focus on the key drivers of the integration effort:

  • Primary objectives
  • Cross functional project plans
  • Schedule (aligned with the TSA exit date)
  • Resource plan allocated to the timeline
  • Blackout dates
  • Data project scope (where are you consolidating into an enterprise data hub  vs. manually re-keying data?)
  • Reporting structure, roles and responsibilities

Define Progress Metrics and Processes

Knowing how your team will measure progress is critically important.  Make sure that metrics are clearly defined and tools are in place to quickly measure them. Here is where automation becomes a high-valued asset: you don’t want your team spending all of their time doing analytics for reports, but you also don’t want to be surprised when fires flair up late in your schedule. It is also important to have a defined reporting structure and escalation path.


Plan for external events

Have you taken into consideration other programs or activities that will be running in parallel? An integration event can often feel like a war room. You are heads down in the throes of this laborious effort and you can easily forget that business is still running.  An example that is common is when an integration team is working on integrating all customer data into one unified CRM, but didn’t learn until too late that there was a scheduled update of the CRM happening right in the middle of the integration effort.  Communication of your gameplan is key for many reasons, but fundamentally, it will help draw out any other projects or initiatives that may affect your timeline. Up front socialization of a detailed project plan can help alleviate project delays due to blackout dates or other external projects interference.

Step 4: Execute.

Run the integration and manage any escalations and issues.


Execution of the integration is where the rubber meets the road. This is where all the preparation and hard work thus far pays off. However, if an organization moves into execution mode without the necessary readiness, it could set off a string of business interruptions that take the form of shipping delays, unpaid invoices or worse.


What does a perfect data integration look like?

  • Operational systems are running smoothly with unified data.
  • The new merged organization is sharing customer, material, vendor, supplier, and financial information fluidly.
  • Analytics are accurately reporting performance and synergies.
  • All systems and processes are in compliance with regulations.

Have an issues management/escalation plan

Do not attempt to figure this out “on the fly”. Define your processes for Issue Management at the outset, clearly defining how will issues be recorded, managed, and resolved. We have found that any issues that popup during execution could have been avoided it the proper planning and assessment had been done up front.

Master Data Management: Dive into the Trenches of M&A

Synergies can often come down to the entities ability to integrate data. Different companies will chose the path that works best for them, but some of the integration options include continue to operate as two separate entities (don’t integrate at all), consolidate the data into one unified solution, or sync up your operational data via MDM. Loading Master Data Management requires an agreement across the entities that would cover in the weeds questions like:

  • Which fields are required in each system to set up a new product?
  • Which customer number do I use – the new entity or ours?
  • Should this data be standardized?
  • Should we create new or conform to existing material codes?

By mutually working through MDM, companies can start to see benefits more quickly than the other forms of integration. It should be noted that without proper data governance alongside your MDM efforts, the data quality and accuracy will be fleeting. Capturing and codifying the decisions, policies and owners of the data will ensure the value will be maintained long after the M&A project.

Step 5: Measure.

Communicate and Report, document for re-use.


The data team’s job is not done once the entities are integrated. Although the new combined entity should be running smoothly from a data perspective at this point, there are often unforeseen challenges that can pop up. Each function may rely on the IT integration team to solve their individual challenges with data quality and accessibility. The data governance lead should be prepared by following a strict project execution plan. At DATUM, this plan often includes:

  • Development of regional status reports, issues and risks
  • Definition of escalation path of regional issues to global team leads
  • Creation and maintenance of weekly portfolio status reports
  • Launch of weekly governance status reviews

Communication across functions, regions and projects is key. Many times, a shared communication space is necessary to ensure that all operational team members are unified. A SharePoint is a useful place to store templates, project management notes and announcements.

Make M&A Repeatable

It is clear that the M&A landscape isn’t slowing down anytime soon. Wouldn’t it be nice if each M&A effort wasn’t structured as an individual project, but rather could build upon one another to leverage established work? As you complete each step in the process, document it. Memorialize the templates that you developed and used. Earmark useful resources you’d like to read again. Document the issues that you encountered and how you might have been able to address them in the upfront preparation stage. Further, this documentation and project resources should not live on your hard drive or a dated repository. It should be accessible and easily editable without having 3,000 versions floating around the organization. Many companies use a data governance, stewardship and catalog like DATUM’s to serve as a living, breathing accelerator and resource library in this way.

The List of Infamy: Worst M&A Fails of all time

Did you know that one of the most frequently Googled search terms in the M&A topic is “M&A Failures”? We hypothesize that the reason so many people are searching for the biggest fails is because they want to know where the pitfalls are and ensure that they do not make it onto the failures list. Most M&A failures come down to a few different issues: over-paying due to hasty or inaccurate data during the due diligence phase, clashing cultures during the execution phase or inability to integrated data which can result in business interruptions and poor customer experiences. Without further ado, here is a list of the worst M&A fails of all time, according to Investopedia:

Penn Central Quaker Oats AOL Time Warner

In 1968, the New York Central and Pennsylvania railroads merged to form Penn Central, which became the sixth largest corporation in America. But just two years later, the company shocked Wall Street by filing for bankruptcy protection, making it the largest corporate bankruptcy in American history at the time

Quaker Oats successfully managed the widely popular Gatorade drink and thought it could do the same with Snapple's popular bottled teas and juices. In 1994, despite warnings from Wall Street that the company was paying $1 billion too much, the company acquired Snapple for a purchase price of $1.7 billion. In just 27 months, they unloaded Snapple at a loss of $300 million.

The consolidation of AOL Time Warner is perhaps the most prominent merger failure ever. Warner Communications merged with Time, Inc. in 1990. In 2001, America Online acquired Time Warner in a megamerger for $165 billion – the largest business combination up until that time. Respected executives at both companies sought to capitalize on the convergence of mass media and the internet. After the dot.com bubble burst, they ended up with a loss of $99 billion.

Conclusion.

Post-merger integrations are stressful and complex, they challenge even the most experienced organizations. While we all wish that there was a “one size fits all” solution, the reality is every merger, acquisition and divestiture is unique. The secret sauce is in the upfront planning, preparation and scoping. And neatly folded into the batter of that planning is the key ingredient: data governance. So, next time you embark on an M&A event, make sure you don’t neglect the data and you’ll be on your way to those rich synergies you crave.


About DATUM

DATUM drives decision integrity across any enterprise, empowering organizationsto discover the right data and make the right decisions faster.


By focusing on what data matters and why, DATUM's proven data governance and stewardship platform, Information Value Management®, delivers business value insights. Today, Fortune 500's trust DATUM as the data governance system of record to improve operational efficiency, deliver greater analytical insights and simplify compliance and regulatory reporting.

DATUM was named a Leader in The Forrester Wave™: Data Governance, Stewardship and Discovery Providers 2017 and in Gartner's 2017 Metadata Management Magic Quadrant. DATUM has also received top score in Bloor Research Data Governance Market Update report. Learn more about DATUM here.

Let's talk about how we can help you accelerate your M&A. 

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JD Donnelly Headshot_2018_1
ABOUT THE AUTHOR

JD Donnelly has over 10 years’ experience maximizing value for Fortune 500 companies. He is particularly skilled in project discovery, requirements and use case creation, current state to future state mapping, Big Data monetization, and vendor evaluations.

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