Many marketing professionals have never experienced a merger or acquisition. All they've heard are the downsides from peers - job loss, heavier workloads, confusion. What are the basics of mergers? Let's look at mergers and acquisitions 101: why companies do it, what you should know about your own career prospects, and how to prepare for a merger.
Why do Companies Merge/Acquire?
Companies merge/acquire for four basic reasons:
1. Acquire new products. Sometimes buy is cheaper than build, so the acquiring company just buys the company for its products/services outright, rather than mess around with licensing deals. An example of a product acquisition would be Microsoft's acquisition of Skype.
2. Acquire new assets. Some companies will be acquired for non-salable assets (as opposed to products to be sold). When Southwest bought Airtran, it was speculated that this was because Southwest wanted an Atlanta hub. Alaskan Airlines buying Virgin America is another example of purchasing access to cities that Alaskan didn't serve, or didn't serve well. Sometimes the asset is as simple as a customer database, a media property, or a piece of proprietary technology (like a patent portfolio).
3. Acquire new talent. Google is famous for doing this, such as with Jaiku. They wanted the engineers and grabbed the entire company to get them, then terminated the people they didn't need.
4. Reduce operating costs or increase scale. Sometimes two companies can achieve greater efficiency or greater scale by merging. In the corporate world, this is a synergy merge. For example, Proctor & Gamble acquired Gillette not only for the product line, but also for a greater scale of manufacturing capacity and cost savings. Amazon is noted for doing this with acquisitions like Zappos.
Companies go through mergers and acquisitions for an endgame goal of improved financial performance for shareholders. At the end of the day, more money is always the objective.
The reasons cited above aren't mutually exclusive, either. Companies might execute mergers for multiple reasons. At a former company, the acquiring company bought the company I worked at for reasons 1, 3, and 4.
What Happens During M&A?
Prior to a merger happening, both companies do their due diligence in examining each others' operations and financial performance. The value of the target company is negotiated and established; if everything seems like it would work well enough, both companies sign an agreement and the merging/acquisition process begins. The acquiring company typically assembles a game plan of what they want to keep and what they want to change/normalize/assimilate after the merger at this point.
The acquiring company buys out enough ownership in the target company to effectively gain control over it. In publicly traded companies, this is done largely by buying shares of voting stock until the acquiring company owns a majority stake. In privately held companies, this is done by buying out owners of equity in the company from just a single sole proprietor to a team of shareholders.
Once ownership is acquired, shareholders are paid for their stake in the company and then the process of actually merging two companies together begins.
Remember the primary reason for a merger: improved financial performance. The merging process is all about the roadmap towards what that end state looks like. Sometimes the company is very public about what will happen, and sometimes the company is very secretive about it. At another former company, the acquiring company forced an intense amount of secrecy on key stakeholders of the target company, and essentially announced the merger and the roadmap all at once.
One of the most important things you can do is listen carefully to what's being said about the merger, to employees, to the press, to investors, etc. Gather up news articles and statements about the merger so that you have a comprehensive picture of the reason for the merger.
What Happens to Employees?
If you're a shareholder of the target company, you get paid a cash sum or get converted shares. For example, if you were an employee of GTE that held stock in GTE back in the day, your GTE stock got converted to Verizon stock when the acquisition completed. Many employees of publicly traded companies receive stock as part of their compensation (typically as part of a retirement plan), and that stock is converted on acquisition.
If you're an employee of either company, you are effectively on notice.In order to achieve greater financial performance (which is the sole reason for M&A as stated above), you have to immediately reduce redundancies and inefficiencies. For every overlapping role in either company, one position will continue on and one or more people will be laid off. Let's look at the human side of the four examples above.
1. Acquire new products. Everyone not tightly associated with the new products will likely be laid off in the target company eventually. People tightly coupled to the development and support of the core product or service being purchased will be fine in the short to medium term as the acquiring company typically lacks that product expertise. If the stated reason for acquisition is acquisition of products and services, and you're not on the core product team, expect to lose your job.
2. Acquire new assets. If the asset requires staffing, such as the Southwest/Airtran example (new routes in and around Atlanta mean staff to operate them), they'll be kept. If the asset requires no staffing, such as a database or a patent portfolio, then the target company's entire team will probably be let go.
3. Acquire new talent. If you are the target pool of talent being acquired, life is good. If you're not, you're being let go. In technology talent acquisitions, the acquiring company keeps the developers and lets everyone else go.
4. Reduce operating costs or increase scale. This is the messiest of mergers as people in both companies are under the gun to demonstrate why they should be kept. It's effectively a corporate deathmatch: two employees enter, one employee leaves, and employees in the acquiring company as well as the target company are at risk. If you've seen the scenes in the movie Office Space with the "Bobs" consultants, that's more or less the process you'll go through.
Mergers and acquisitions' purpose are to improve financial performance. Anything and anyone that doesn't directly contribute to improved financial performance in either company with regards to mergers and acquisitions will be let go.
Also, bear in mind that there tend to be as many exceptions as rules when it comes to mergers. For every example and case I've cited here, you can easily name 10 cases where the consequences were different, even the desired outcome. Time Warner's acquisition of AOL got them anything but improved financial performance, for example. Just as every personal relationship is different, so too are mergers and acquisitions. The motivations for mergers, regardless of outcome, are the same: improved financial performance.
Surviving a Merger
Plan around which of the four core reasons a merger happened. If a company is acquired for multiple reasons, the likelihood of synergies which provide you career opportunities go up. A merger simply to cut costs bodes ill for everyone. A merger for new products, new assets, and new markets means that financial performance through growth is more likely the reason, and that translates into increased opportunities to survive and thrive in the new company.
Pay careful attention during the merging process to a few things:
- How quickly your company culture changes. A fast transition - less than a year - to a whole new company look and feel is indicative that the acquiring company values only a certain part of the target company, and thus your likelihood of being let go increases.
- How quickly new financial controls are imposed. If you immediately change to new timekeeping systems, new billing and expense procedures, new constraints on what you're allowed to do or not do, chances are the acquiring company feels the target company isn't efficient and intends to clean house quickly. Thus, your risk is higher. In a previous merger I went through, the acquiring company canceled the old company credit cards very fast, an early sign that they didn't trust the financial judgement of the company I was at - and sure enough, that merger went very badly for the employees.
- How quickly new organization charts and reporting structures appear. Again, if the acquiring company feels the target company is well run, there won't be a ton of changes. If, on the other hand, you walk into work and the org charts are all different and there's a new box of business cards on your desk the day after a merger announcement, chances are it's not going to be a pleasant merger.
- How quickly workloads change - especially if they increase. The goal of any merger is improved financial performance, which means that the acquiring company is looking for outsized returns on investment. If work seems about the same even after a year, chances are the merger was successful and both companies are at parity in terms of performance. If your workload increases significantly in just a couple of months, the merger isn't going to go well for you.
Here's a good rule of thumb: the faster and the bigger the changes, the worse the merger is going to be for the target company. Ignore the most common lie uttered during merger announcements - "Don't worry, nothing's going to change!" - and pay attention to the changes that do occur. A merger of two well-run companies where the acquirer and the target both value each other will take at least a year, and change will be gradual. A merger in which the acquirer doesn't value or respect more than a few pieces of the target company will impose noticeable quality of life changes rapidly, sometimes in as little as 3-6 months after the announcement of the merger.
My best advice to you, as someone who has been through many mergers and acquisitions, is to document and improve your personal performance over time, whether there's a merger or not.
Once a merger is announced, you are interviewing for your own job.
Treat it as such. Document everything you do with concrete metrics about how well you do it, then focus on improving the metrics you have control over. Your goal is to demonstrate your worth to your new company in concrete terms of how you help the company make money, save money, or be more efficient. In your self-evaluation, if you struggle to document and identify things you've done to either help your company make money, save money, or be more efficient, your best bet is to begin your job search immediately. Brush up your LinkedIn profile, boost your personal brand, and get ahead of the crowd.
Finally, a note on the human side. Mergers and acquisitions are generally tough for both the acquiring company and the target company, especially if you're not a senior member of either company. In the end, the culture and processes of the acquiring company always take precedence. If, when you get to know the acquiring company a little, you don't like what you see (or read on Glassdoor), don't expect that the target company will influence the acquiring company in any meaningful way. Prepare to leave sooner or later, and do it on your own terms if possible. On the other hand, if you like what you see, redouble your efforts to prove your value and ascend in the new company, because there will be plenty of folks who will feel the new company isn't a good fit for them.
Disclosure: This post has been revised several times over the years. The most recent revision added more cues about measuring change during a merger and removed some identifying information from mergers I was personally involved with.
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