Post Merger Integration

22 March 2022 by Nils Koerber

In this artic­le we deal with post-merger integra­ti­on. Below is a brief look at the M&A market.

Im Jahr 2021 gab es rund 3.000 Übernah­men und Fusio­nen, bei denen ein deutsches Unter­neh­men betei­ligt war. Dies stellt - die Übernah­me von Ost-Betrie­ben im Jahr 1990 ausge­nom­men - einen neuen Rekord dar.

With a takeover, syner­gy effects created can lead to a better market positio­ning and conti­nuous growth provi­de. But histo­ri­cal­ly, only slight­ly more than half of all corpo­ra­te acqui­si­ti­ons achie­ve a positi­ve result. The abili­ty to integra­te the new systems into the existing compa­ny repres­ents one of the most important factors in the M&A process is a major chall­enge. There­fo­re, post-merger integra­ti­on is exami­ned in more detail below.

Don’t have much time to read? Then read this summary:

Post Merger Integration Erfolgsfaktor: Die Planung während der Due Diligence starten.
  • Der Prozess nach einer Übernah­me - die Post Merger Phase - sollte nicht auf die organi­sa­tio­nal and techni­cal sides remain limited.
  • The PMI should rather include the diffe­rent corpo­ra­te cultures.
  • The new cultu­re has to be lived by all employees; only then will it be effec­ti­ve and lead to to the desired econo­mic success.
  • An experi­en­ced Compa­ny sale consul­ting can provi­de valuable support through their project experience.
  • It can also have a positi­ve impact in conflict situa­tions as a media­tor and modera­tor. Integra­ti­on manage­ment have an impact on the merger of companies.

Defini­ti­on: Post Merger Integra­ti­on (PMI)

Post-merger integra­ti­on descri­bes the organi­sa­tio­nal merger of two or more compa­nies after they have been merged into one legal entity. This process can be conside­red comple­te as soon as all compa­nies are merged into one Uniform struc­tu­re without redun­dant proces­ses have been trans­fer­red. Collo­qui­al­ly, the term is often used to refer to every­thing that has to be done and solved after a compa­ny transac­tion within the frame­work of the new owner­ship struc­tu­re.

Post-merger integra­ti­on is a long process within M&A proce­du­res, so it is advisa­ble to set up a separa­te organi­sa­tio­nal unit for integra­ti­on manage­ment. This is usual­ly assigned to project manage­ment. The task of integra­ti­on manage­ment is to support integra­ti­on in the Compa­ny acqui­si­ti­on coordi­na­te and create a holistic struc­tu­re from the indivi­du­al proces­ses of all companies.

The Post Merger Integra­ti­on Process

The post-merger integra­ti­on process after a successful Compa­ny sale is typical­ly divided into three phases, with the name and content diffe­ring slight­ly in diffe­rent models. Essen­ti­al­ly, there is a planning phase, a plan imple­men­ta­ti­on phase and a change/transformation phase.

The Post Merger Integra­ti­on Phases

In the Planning phase goals have to be defined and all issues identi­fied that are to play a role in the ’new’ compa­ny or owner­ship struc­tu­re. The new compa­ny or the new owner­ship struc­tures should play a role in this. It is better to be thorough and detail­ed here. The list of important issues can always be reduced in the course of the process, but it is more compli­ca­ted to include comple­te­ly new concerns. Based on the issues to be addres­sed, the integra­ti­on team is created.

Basical­ly, a cultu­re of discus­sion should be created that allows as many scena­ri­os as possi­ble to be thought through. A Project organi­sa­ti­on plan helps to divide the indivi­du­al topics into diffe­rent work packa­ges, priori­ti­se them and assign them to teams. Inter­faces between diffe­rent proces­ses can alrea­dy be identi­fied here, which can later lead to syner­gies or problems if they play a role for the same or opposing goals.

In the Project imple­men­ta­ti­on phase the indivi­du­al work packa­ges are proces­sed. As with all projects, success control is crucial for effici­ent imple­men­ta­ti­on. Further­mo­re, the earlier problems and friction points are identi­fied, the easier they can be managed.

In the Change/Transformation Phase compe­tence is trans­fer­red from the integra­ti­on team to the regular managers. While the integra­ti­on team only creates the struc­tures for change, change manage­ment is called for in the third phase. Here, the planned changes are to be trans­fer­red into day-to-day business. Alrea­dy at the begin­ning of this phase, soft factors such as corpo­ra­te cultu­re, commit­ment to prede­fi­ned proces­ses and commu­ni­ca­ti­on can be shaped. Becau­se change manage­ment only works if people are involved.

Grafik Post Merger Integration in 3 Phasen

Durati­on and effort are often underestimated

Many problems during and after a Compa­ny takeover can be traced back to an error: The Undere­sti­mat­ing the effort and durati­on of integra­ti­on. Planning in which every process in the compa­ny is scruti­ni­sed requi­res a team that is comple­te­ly focused on this task. However, the time invol­ved should not be undere­sti­ma­ted. There­fo­re, planning should not be started too late.

However, the durati­on of integra­ti­on also includes the time it takes for the change to become part of workers’ behaviour. There­fo­re, integra­ti­on must not be declared over too quick­ly. Becau­se if people feel that they are not fully integra­ted, the Corpo­ra­te cultu­re in the negati­ve tilt. There­fo­re, the post-merger integra­ti­on should be accom­pa­nied by a team in the long term.


Would you like to know more about Compa­ny succes­si­on, process knowledge and entre­pre­neur­ship read?


Post Merger Integra­ti­on Consulting

Post-merger integra­ti­on has an influence on many hard and soft factors. These can change for the better or for the worse. For many compa­nies, post-merger integra­ti­on is not routi­ne, so it can make sense to bring experts on board. They can ensure that the first two steps, the planning and the imple­men­ta­ti­on, are carri­ed out in the best possi­ble way. As struc­tu­red and holistic as possi­ble be carri­ed out. Becau­se in large projects, every mista­ke that has crept in at the begin­ning takes its reven­ge. An experi­en­ced integra­ti­on team can elimi­na­te many problems as they arise. Every transac­tion only makes sense if, taking into account the human factor, a refinan­cing of the invest­ment can reali­sti­cal­ly be achieved.

Depen­ding on requi­re­ments, the third phase can be M&A consul­ting be accom­pa­nied until all proces­ses are fully integra­ted. An exter­nal and thus objec­ti­ve perspec­ti­ve is parti­cu­lar­ly advan­ta­ge­ous for the employees. Since perso­nal diffe­ren­ces from the past have less influence on decis­i­ons, no one feels ’sidelined’.

Many bosses of small and medium-sized compa­nies feel a respon­si­bi­li­ty for their employees and every­thing they have created. If an objec­ti­fied integra­ti­on takes place, the ’new’ employees feel that they have a sense of respon­si­bi­li­ty. Employees are much more valued and integra­te faster into the new company.


The most important post-merger integra­ti­on tasks

The most important tasks of a post-merger integra­ti­on are always the same: First, the Hard business factors be integra­ted. This is the corpo­ra­te organi­sa­ti­on and struc­tu­re. In order to accom­plish this, the Task planning, dovetail­ing of organi­sa­tio­nal areas and filling manage­ment positions.

After that, it is a matter of soft factors into the founda­ti­on that has been created. The two core tasks here are process design and shaping the corpo­ra­te cultu­re. It is parti­cu­lar­ly important to bring together past and present and define a common future together with all those concerned.

Grafikübersicht der 5 wichtigsten Aufgaben einer Post Merger Integration

Post Merger Integra­ti­on Management

Post-merger integra­ti­on manage­ment, as well as a well-planned post-merger integra­ti­on project, has the task of connec­ting the acqui­rer and the compa­ny, but not overbur­de­ning the parties involved.

Proceed slowly and careful­ly. Get an overview and leave after a successful Compa­ny acqui­si­ti­on first take small steps. The develo­p­ment of a post-merger integra­ti­on project plan can help. After a while, when you have gained confi­dence, you can put on the running shoes.

Streng­then or restruc­tu­re the manage­ment organisation

Depen­ding on the acqui­si­ti­on project (strate­gic or MBIManage­ment Buy In) tasks must be redefi­ned between indivi­du­al organi­sa­tio­nal units, compe­ten­ces and respon­si­bi­li­ties must be clarified.

Securing jobs for top perfor­mers through post-merger integration

It is not uncom­mon for a takeover to result in high perfor­mers, managers and employees thinking of leaving. Successful post-merger integra­ti­on manage­ment there­fo­re binds this group of people to the compa­ny in good time. Proac­tively seek dialo­gue with top perfor­mers in key positions.

Define and levera­ge syner­gy poten­ti­als in the company

Integra­ti­on manage­ment regular­ly has to answer the questi­on of which proces­ses or parts of proces­ses can be taken over, redesi­gned or merged in order to make the compa­ny more effici­ent. Strate­gies also have to be adapt­ed to meet the new struc­tures and ideas of the owner.

Secure mood with the transferor

In many cases, the trans­fer­or is invol­ved in the integra­ti­on phase, either becau­se he or she helps to make the finan­cing possi­ble (e.g. by means of a Seller loan) or he himself conti­nues to manage the compa­ny opera­tio­nal­ly for some time. A respectful and trusting relati­onship with the trans­fer­or is neces­sa­ry to make the transi­ti­on as smooth and effici­ent as possible.


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Nils Koerber


Post Merger Integra­ti­on Success Factors

Post Merger Integra­ti­on Project Plan

An important post-merger integra­ti­on success factor is the Post Merger Integra­ti­on Project Plan. This brings a struc­tu­re to the project and can help to identi­fy problems and elimi­na­te them. The importance of priori­ti­sa­ti­on should not be undere­sti­ma­ted, becau­se any Fully integra­ted organi­sa­tio­nal unit genera­tes infor­ma­ti­on that can be used for the further process.

An examp­le of this is accoun­ting. In inter­nal accoun­ting, infor­ma­ti­on is collec­ted for the Corpo­ra­te gover­nan­ce genera­ted. Key figures can be used to identi­fy successful and proble­ma­tic business areas, proces­ses and products. A poorly integra­ted accoun­ting system cannot do this, even though integra­ti­on offers the possi­bi­li­ty of addres­sing precis­e­ly the problem cases.

2. the human factor

A success factor in PMI that should not be undere­sti­ma­ted is the Man. People orient themsel­ves through their needs in connec­tion with their work. Becau­se inner satis­fac­tion, self-effica­cy, status and income depend on your job. Changes at work worry many workers. But for the success of a compa­ny, a Positi­ve working atmosphe­re and a healt­hy work cultu­re essen­ti­al. There­fo­re, it is important to integra­te the employees into the process. While stake­hol­der value should be in the foreground during acqui­si­ti­on, share­hol­der value must be taken into account during integra­ti­on. There­fo­re, post-merger integra­ti­on manage­ment should work close­ly with stake­hol­der management.

Die entscheidenden 4 Erfolgsfaktoren im Post Merger Integration Prozess auf einen Blick

3. openness to change and agile transformations

Many compa­nies are in favour of a Change in corpo­ra­te cultu­re not ready. There­fo­re, they cling to old struc­tures that are either outda­ted or soon will be. For there are changes on the horizon. These include the Digita­li­sa­ti­on, the home office and conside­ra­ti­on of environ­men­tal influen­ces in the compa­ny. These aspects have been discus­sed for years, but have only come into focus as a result of the Corona pandemic.

There are no taboos when it comes to post-merger integra­ti­on. Neces­sa­ry trans­for­ma­ti­ons must be antici­pa­ted and integra­ted with the affec­ted employees. Even if areas are comple­te­ly changed in the process, this can signi­fi­cant­ly increase future compe­ti­ti­ve­ness. An agile approach can be the key here. The benefits and purpo­se must be commu­ni­ca­ted trans­par­ent­ly both intern­al­ly and externally.

4. plan the planning phase alrea­dy during due diligence

Before compa­nies are merged or a compa­ny is reali­gned with the succes­sor, a Due Diligence takes place. This serves to exami­ne the risks of the merger or acqui­si­ti­on. This audit is the optimal timeto deter­mi­ne the most relevant areas for integra­ti­on. In this way, the time until Closing of a transac­tion can be used with the integra­ti­on planning. This also allows the integra­ti­on to be initia­li­sed as quick­ly as possi­ble and no time is lost. Many compa­nies undere­sti­ma­te the durati­on of integra­ti­on. The time of full function­a­li­ty is thus signi­fi­cant­ly delayed.

Post Merger Integration Erfolgsfaktor: Die Planung während der Due Diligence starten.

Conclu­si­on

Post-merger integra­ti­on decides whether an invest­ment worth milli­ons pays off or fails. On this occasi­on, the compa­ny can be comple­te­ly redesi­gned. However, it is important that the Core compe­ten­ci­es and the people should not be forgot­ten. Thorough project planning is essen­ti­al for success. With profes­sio­nal advice, a compa­ny can benefit from the experi­ence of past integra­ti­ons. In this way, the trans­for­ma­ti­on can be approa­ched in a more struc­tu­red and holistic way.


About the author

Portrai Nils Koerber von KERN M&A Beratung für Unternehmensverkauf und Unternehmensnachfolge

Nils Koerber

Born in 1964, trained and studi­ed as a business­man and business econo­mist, certi­fied coach and trainer for succes­si­on proces­ses in family businesses, trained media­tor (business media­ti­on) and conflict modera­tor. Co-founder and owner of KERN - Unternehmens­nachfolge since 2004. Successful. Practi­tio­ner with many years of experi­ence in all aspects of corpo­ra­te succes­si­on in family businesses. Specia­li­sed in M&A proces­ses in medium-sized compa­nies. Learn more >