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Business Integration - A Primer

July 18, 2017

 

Business integration is the most critical step of the acquisition transaction. This is the moment when the, “rubber hits the road”, and all of the expectations of the buyer and seller will either be met, or not. It is a moment of truth.

 

We generally refer to this stage of the transaction as, “Transition”.  The current assets, including physical, operational and human, will be transitioned from the Current Mode of Operation (CMO) to an Interim Mode of Operation (IMO) and eventually to the Future Mode of Operation (FMO) or final state.  The duration and rate of change from the CMO to the FMO is dictated by a number of variables, including, size, complexity, geographic dispersion, regulatory requirements and the organization’s tolerance for change.  An overall recommendation is to make the initial transition from CMO to IMO as uneventful as possible in order to minimize the impact on current business operations, customers and employees.

 

With regards to planning the transition from CMO to IMO to FMO, we concentrate on 5 specific variables: People, Process, Tools (Technology), Culture, and Institutional Religion.  The following list is not intended to be exhaustive but represents an overview of critical data points necessary for a successful Transition.

 

People:

  • How many people to transition?

  • Where are they?

  • What are their roles?

  • Will any be redundant?

  • Do we have to normalize compensation and benefits?

  • Who are the critical staff members required for operational success?

  • What is the contingency plan to retain key individuals?

  • How will we transfer institutional knowledge?

  • What will we tell our most important customers? How? When? By what medium?

  • Do we have the right people to lead the transition?

  • Do we have enough people to execute the transition?

  • Will we need additional skills for a successful transition?

 

Process:

  • What key business/operational processes will need to be transitioned?

  • Are these documented?

  • Are there process owners?

  • How well are they understood by existing staff?

  • Are they dependent on specific technology?

  • Will they be fit for purpose for the IMO or FMO?

 

Tools (Technology):

  • What is the technological landscape?

  • Are there key systems or technologies that will need to be transitioned?

  • Are these documented?

  • Who operates and maintains these systems?

  • Will we need to operate systems in parallel during IMO?

  • Are there key operators (personnel) that must be retained?

  • If under contract, are the contracts extendable or transferable?

  • Will the transitioned organization use its old technology or transition to other systems? What systems? Where? Owned/operated by whom?

  • Is there a desire to modernize or transform the existing technology as part of the transition?

  • Will we need interim systems or tools to assure a successful transition?

  • Have we budgeted for these?

 

Culture:

  • What is the business culture of the transitioned organization? The acquiring organization? Are they compatible?

  • Does the existing culture embrace change?

  • Are the two parties from different countries, continents?

  • Will there be language or social challenges?

  • How will we normalize the two organizations?

  • Will we need to engage Organizational Change Management expertise to affect Transition?

  • What is our plan to bring the transitioned staff into the acquiring organization?

 

Institutional Religion:

  • Every organization has certain beliefs and ideas that "cannot” be questioned, what are these for both firms? Have these been tested against reality?

  • What are the People, Process, Technology and Cultural norms that cannot and will not be changed or cannot be changed without introducing significant pain into the organization? Can these be deferred to FMO?

  • Have we identified the “high priests” of these beliefs? What can we do to bring them along? Will we need to release them and what are the expected impacts?

  • If change is required for success, how will it be implemented? What are the contingency plans? Who will lead the charge?

 

Once these questions (and many more) are answered, including such basics as time, milestones, budget, business cycles, seasonality, etc., a detailed Transition Plan can be created. Using established Project Management techniques and tools, the approved Transition plan can be executed. It is important to note that a Transition is not something that is done to the clients (both buyer and seller) but with the clients. It takes a high level of collaboration, cooperation, flexibility and active engagement for a successful Transition. It also takes quite a bit of hard work and extra effort as both organizations must continue business operations while transitioning from CMO to IMO to FMO.

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