Acquisition Integration? It’s Not Always Straight Forward
Following an acquisition, many companies weigh the benefits of integrating or letting the acquisition run autonomously, at least for a fashion. Thus, the decision to go “integration” versus “autonomy” has several factors. This was a topic of interest for the NeuGroup’s Assistant Treasurers’ Group of Thirty (AT30) at its second-half meeting.
It’s tempting to conclude that when you purchase a company it should naturally be integrated into the broader business. But in fact, that conclusion would be wrong. Many acquired companies are left autonomous for good reason. Some companies buy and sell business routinely and believe it is a waste of time to integrate a business that may be sold within a few years. Some companies elect to leave targets autonomous for operational reasons.
One member of the AT30 and an active acquirer noted that only companies purchased within one of its shared-services areas gets integrated. And of course some targets remain autonomous simply because the parent is so acquisitive staff can’t keep pace with the volume. In this case, it may be prudent to have a team of people dedicated to acquisition integration, which is an expressed need at another member of the AT30, according to its assistant treasurer. Another member offered that although not very acquisitive relative to others, it actually does have an integration team.
Another takeaway from the discussion was the use of consultants, which in many cases can add bandwidth. When a large, important and overwhelming acquisition comes along it was suggested that a key success factor for treasury is to bring in some outside support. One member that recently purchased a major division of a competitor said that the mandate was to integrate as soon as possible. According to the AT, the integration was very successful, but they did hire a consulting team to assist. The story was similar with another member, which is currently integrating an acquisition of its rival. The company has retained a consultant to assist with the risk management elements and another firm to support the tax components.
Expect the unexpected. Two very acquisitive members of the group keep a record of their transaction and the aftermath — a playbook for future reference. After each acquisition or divestiture for these companies, the treasury team does a review of the “lessons learned” and updates the playbook. Both ATs confirm that in the post-mortem of the deal, they find something that was obscured. “There is always a hidden bomb,” one AT said.
The pace of M&A has slowed for 2016, which may be a welcome reprieve, so that many members now can absorb the 2015 activity — a banner year. If a company does much M&A activity at all and doesn’t already have a playbook, developing one is advisable, recognizing that it should be reviewed and updated periodically to incorporate the inevitable nuances and lessons learned from each transaction. It may also be advisable to develop relationships with potential consulting firms in the event additional resources are needed in the future. Having the relationships already established will make the need for a quick engagement easier.