Tech TBM drives M&A

Tech TBM drives M&A

Technology Business Management Drives M&A

Throughout the entire M&A lifecycle, the CIO is poised to assess opportunities, mitigate risk and develop and executable IT plan rooted in a multidimensional, 360-degree view of the process.

“As merger and acquisition activity heats up, IT leaders need to be prepared to take a more active role in ensuring that value is properly assessed before the transaction is completed,” Comments Craig Ashmole, Founding Partner of London based IT Consulting firm CCServe. “The key is in ensuring that Boards recognise the need for the CIO involvement throughout the integration process that follows”.

With tens of thousands of M&A transactions expected this year, Steven Hall a Partner, of Emerging Technologies Group at Information Services Group (ISG) makes some clear observations around the focus of Technology within the M&A framework.

CIOs will be called on to help the board determine how the deal will grow revenue, decrease costs, and mitigate risk. The effective use of Technology Business Management (TBM), and the collaboration between IT and lines of business that it entails, will not only inform the M&A transaction during the due diligence phase, but it will also lead to a more efficient transition and a better understanding of the costs and anticipated benefits of the deal. Because TBM is a holistic framework that positions IT in a collaborative business role—one that provides data-driven assessments of its value and role—it is the IT leaders themselves, engaged at the outset of the M&A process, and through its completion, who are best positioned to help fully articulate the M&A rationale and deliver a successful process and outcome.

If one considers several M&A scenarios and their associated business objectives, it becomes clear that IT integration approaches are not one-size-fits-all. In an M&A case driven by cost reductions and improved efficiencies within the context of eliminating a competitor, the absorption rationale—although not without its challenges—is straightforward. The acquiring entity provides all IT systems, but even then the implementation or advancement of a TBM strategy requires attention during the integration. If the primary M&A goal is based on R&D, the parallel but bridged IT coexistence is straightforward, too.

An M&A rationale based on geographic expansion to increase market share also seems straightforward, but IT professionals prepared for this M&A challenge are delivering quality data to best guide the M&A strategy development, as well as execute it. That geographic expansion likely requires a hybrid response to IT systems integration with elements of the absorption model, but it also relies heavily on a “best of breed” approach that retains or recombines superior process or functionality provided by the acquired company. Making optimal decisions requires IT leaders to assess the strengths and weaknesses of the target firm’s IT systems, evaluate the portfolios of both, and deliver cost-effective solutions that drive future growth.

Throughout the entire M&A lifecycle, the CIO is poised to assess opportunities, mitigate risk and develop and executable IT plan rooted in a multidimensional, 360-degree view of the process. The CIO operates as an integral part of the organisational team within that lifecycle, but the critical and active role of IT emerges as the parties move from an acquisition and divestiture phase to executing the separation-integration process. Here, the two issues at the forefront of M&A transactions from that IT perspective—a perspective connected in the TBM framework to all other business units and processes—is to ensure that different platforms work together post-acquisition, and how to optimise the new environment and the costs involved. Doing so is not always easy, and resistance from either or both M&A parties is a given. It becomes easier when the IT leader communicates a core business case throughout the process.

Metrics are the basis for building that case, and for creating a meaningful baseline that anticipates growth and measures savings before the deal closes. But metrics are in service to more than the creation of benchmarks, and quality data is as important a communication tool as it is a standard measure for quantifying success. Data tell a story for stakeholders, and provides a common language for discussing and evaluating the M&A process to both its internal and external constituencies. When, inevitably, at some point in the process stakeholders on either side step in and say, “We used to do it better,” data provides a shared understanding between the M&A parties’ expectations and cultures.

Ideally, that data isn’t meant for looking backward or creating reports that do. Identifying data that supports TBM priorities—and designing that data collection into the toolkit—offers the enterprise an opportunity to revisit how it measures success, and maximises the foresight value of that data.

The traditional approach in M&A circles has been all about percentages, and how to achieve a certain percentage as a measure of cost—but we know now that is impractical, and subject to far too many contingencies to offer the most realistic portrait. Reducing costs to a percentage—as opposed to reducing costs with performance metrics in place for a greater understanding—will only lead to greater risks elsewhere. This strategy, moreover, often fails to accurately evaluate specific, real-life scenarios.

If the costs for services are truly understood through a TBM process both comprehensive and focused, then the “big picture” can supplant the percentage mandate and lead to more intelligent decisions and the M&A discussions that surround them. For example, if the costs are understood but still seen as too high, then the discussion is no longer framed as, “Reduce it by another half percent.” More important, the strategic possibilities and conclusions are no longer derived from conversations that fail to capture critical information that the TBM model makes available. The discussion about where to cut or eliminate becomes more focused, and is a more reliable measure of very specific services, or a better evaluation of operational IT choices to move more on-premise to an as-a-service environment. These approaches deliver value during the M&A process, but it’s important to design them to extend beyond the moment.

Steven goes on to state that: From a TBM standpoint, the M&A process itself is not a departure from “normal business,” rather than an expression of it. The CIO and other organisational team members leading through each M&A phase need to design plans that are reusable, support continuous improvement and remain flexible enough for agile and intelligent responses in the changing business environment of the future. Just as IT leaders are tasked with the systems integration that the M&A process demands, so too is a leadership team whose basis in TBM positions the M&A experience itself within the wider data-driven future of the enterprise.

Technology Business Management

The biggest challenge in M&A, is achieving that common language, and this requires a rapid adoption of TBM principles, knowing what is being spent in both organisations, and how they align. Achieving the desired M&A outcome with a clear shared understanding not just from an IT perspective but within a TBM framework creates the optimal environment for success during the M&A cycle.

Merger IT Survival Tactics

Merger IT Survival Tactics

Survival tactics during a business merger

When engaging in a merger or acquisition the complexity of issues for consolidation of staff and technology becomes a highly charged and often underestimated undertaking.

Apart from the obvious joining up of financial and fiscal systems in an acquisition, IT plays a major role as different IT systems must be consolidated and made to work together, in order to reduce acquisition cost creep. Bringing in senior consulting skills from outside the company to manage the Transformation programme or IT change could be as critical as the target acquisition for the business.

“Board members all know that a merger has risk which needs to be managed — not only politically but technically. It’s about how to reduce, what I call, post-merger ‘Join-up time’ that really makes a successful acquisition.” Suggests Craig Ashmole, Founding Partner at London based CCServe Consulting. “In my opinion an executive or board appointed key ‘Point-of-Contact’ is required, bridging the Board with the Operational side of the merging companies, and someone without emotional ties to those same employees.”

In a post-merger situation making the right choices and decisions and pushing the right buttons to get things done on time and under budget are key objectives – not easily made when one is personally professionally close to individuals that you might be releasing as a result of consolidation. This is where the independent approach works best; as senior skilled Change consultants don’t carry baggage, they carry the ability and gravitas to understand what needs to be done, make tough decisions, and to attempt to do it under budget.

“In a recent M&A due diligence exercise I was engaged, one of the key factors observed and what ultimately resulted in a successful acquisition was ‘being transparent’ in dialogue between the acquirer and the acquired parties, so ensure to have a functional communication strategy in place”, Craig goes on to say.

Reading an interesting article by Mary Shacklett I found some key and not-so-obvious points which endorse what I consider key actions while driving an acquisition or carve-out, namely:-

1: Understand what is really at stake

Mergers aren’t just “clinical” projects that convert systems so they work together. For IT and throughout the organisation’s involved, mergers mean that some jobs are likely to be consolidated as well. Some staffers are going to keep their jobs while others might not. Then there comes the bun fight of who’s more skilled or who has more value for the business. Not forgetting IT staff also have technical allegiance to systems that it may be familiar with. So if a favoured system is designated for termination, there could be fear and bitterness especially if it eliminates particular technical skill sets required. IT engineers are often creatures of habit.

2: Consider sabotage in your risk management strategy

Consolidation between two companies often creates a “victim” company whose systems are going away, where IT staffers may be uncooperative or withhold vital information needed to safely convert their systems to the new platform. This is a subtle form of non-cooperation, so not really pure “sabotage” but one done to try to hold on to their positions and in some cases where severe elements of this happen as pure anger and desire for the acquisition to fail.

Something not to be missed is the inherent risk of converting what I call bespoke unprotected and unsupported applications or “black box” solutions without clear documentation. If it’s a high dependent application then this is high risk for open standards conversion.

3: Communicate the “Good” the “Bad” and the “Evil”

When project news is bad, give it to the people in what I refer to as no-nonsense straight-talking and as quickly as possible once it’s been brought to your attention. Some project managers struggle to deliver bad news, then small problems fester until they become insurmountable. Seasoned interim business executives understand how difficult system consolidations are, so are usually strong executive stakeholder managers. A seasoned Business Change consultant will also quickly see the development of out of place staff actions or activities which may well prevent corporate data loss or fraud. I have even seen IT staff loading servers and PCs onto trucks when moving departments and then selling them on from their garages.

4: Lay out your staffing plans as soon as reasonably possible

If some staffers are going to lose their positions because of the merger, ensure to negotiate reasonable settlements and provide employment assistance for them as part of the cost of acquisition. This should be managed and actioned as early on as possible to prevent disruption of those staying on. Get new organisational structures communicated sooner rather than later as this provides untold stress and drops staffing moral the longer it is left.

5: Ensure that there is a vendor strategy

Vendors don’t like to be the ‘fall-guy’ in an acquisition so be prepared for some vendors to be unusually and sometimes unreasonably slow to respond to requests for de-commission programs, especially if they start to throw their contract terms at you.

The vendor contract should be reviewed early on to understand the risk factors for a de-commission. Also in my view you can use the ‘stick and carrot’ approach as no vendor wants to have the market told that they have lost a key account and in the carrot method giving a vendor more of the ‘pie’ can enable more favourable cost points or better contract terms.

So in Summary

One cannot ever overdo visibility in a Change Transformation project so keep the executive stakeholders appraised on the complications and sensitivities, and of course, the achievements as they come – weekly communication in my view with the use of visible colour coded charts and a big favourite of mine the RAG chart ( Red Amber Green; charts on all workstreams) as most often project success is when the executives are in knowledgeable control and there are no sudden curve balls thrown in their direction.

Having spent a majority of my career working with and supporting the Corporate CIO Function, I now seek to provide a forum whereby CIOs or IT Directors can learn from the experience of others to address burning Change or Transformation challenges.

Craig Ashmole

Founding Director CCServe