Ensuring a Successful Merger
Our firm recently facilitated the successful merger of two credit unions. One of the fundamental issues that we focused on was the ability of the post-merger team to quickly establish and maintain productive working relationships with employees and members. From the outset, it was critical to identify people-related risk factors as well as integration challenges and their value.
A Bain & Co. survey of 250 global executives involved in mergers and acquisitions concluded that only three out of 10 transactions created meaningful value for shareholders. Poor integration was one of the major causes for these failed corporate unions. Harvard Business Review points out in its article, “Human Due Diligence” (April 2007), that if deal making ignores and underestimates the significance of people issues, the results can be a significant loss of talent after the merger, long-term attrition and lost market share.
In a post-merged company, whether for a public company or a credit union, the creation of mutual trust, a shared vision and clear roles take time to develop. Our goal throughout any merger process is to focus on these critical cultural issues to ensure that the proper foundation is set for future success as well as to ensure that the merger stays on track and doesn’t fall apart based upon a lack of trust, fear of job losses, misunderstandings, poor planning or poor communication.
Additionally, identifying post-acquisition surprises is important. Most leaders focus so hard on nailing down the terms of the deal and hashing out the broad integration plan that they don’t expect the unexpected and don’t proactively plan for contingencies. In managing two boards and two CEOs, what is required is clear, concise and frequent strategic communication. It is critical to review how the cultures will mesh as well as how employees and members will view the merger. All these processes must be effectively managed, through data gathering, assessments, validation, integrity, trust and listening to all parties involved. Continuous listening and acting on feedback that focuses on your members and employees while continuing to measure and monitor satisfaction levels and watching operational indicators will help to avoid surprises and increase chances for longer term success.
The definition of roles and elimination of ambiguity helps to avoid unnecessary friction and distractions. Giving significant attention to the talent who will lead the enterprise begins the process of developing people who are engaged and can begin delivering accretive results plus trusting relationships.
In facilitating this credit union merger, confidentiality was critical until the deal closed. Consistency in all messaging, which focuses on value to the members is a requirement. Don’t assume the member vote will be easy. Plan to win the hearts and minds of employees first, and they can become apostles for your members. Try to understand the cultural differences and similarities, and anticipate what these may mean.
As regulators are more risk-averse than ever before, confirm in advance what is needed to approve a deal and assess feasibility of proceeding upfront. Identify showstoppers and what is needed to move the deal forward. Regulatory timeframes are a wild card, so you need patience. Due diligence should include two to three years of exam results and ideally current exam results to help confirm board and management alignment. Understand the audit firm’s role in due diligence and positioning going forward.
Retain an independent third-party review of process, results, compliance, underlying philosophies that drive processes, systems and performance. Hiring a third party accountable for program management of all moving parts maintains equilibrium with the boards. Here’s why hiring a third party is an important part of this process. A third party can manage the following processes: governance, election, CEOs, employees and regulatory as well as the five phases, all requiring a high degree of strategic communication including scoping, due diligence, the deal, the integration and sustainability.
Key deliverables in each category are outlined below.
Governance. Plan, facilitate and coordinate the delivery of due diligence draft and final package from the accounting firm on time and on budget. Conceive and implement a transitional governance committee to facilitate board engagement and communication. Identify and facilitate closure of key human resources decisions. Position CEOs to exceed board expectations and achieve higher levels of board confidence. Plan, facilitate and develop materials for go/no go meeting of both boards. Develop collaborative way to create the foundation for the new board. Build processes and criteria that position board to be a strategic asset to the CEO. Develop and manage an enterprise risk management framework for the transaction.
Election. Establish and facilitate information sharing that ensures successful member engagement. Establish and facilitate campaign to win member elections. Provide strategic guidance on crisis planning, messaging, member communications, employee communications and associated delivery plans.
CEOs. Provide strategic counsel to both CEOs on all aspects of the transaction to ensure success. Provide leadership to teams and board members in support of both CEOs’ visions.
Employees. Serve as a strategic resource for the leadership teams. Build teamwork and confidence across the two leadership teams to address implementation challenges. Work to anticipate future needs and be ready when the CEOs are ready to begin next phase of transaction.
Regulatory. Plan, facilitate and coordinate initial regulatory filings. Coordinate responses to all follow-up questions from regulators. Contingency planning for 30-, 45- and 60-day intervals for regulatory approval.
Our work included five phases as outlined below, all requiring a high degree of strategic communication.
Scoping. Significant planning with both boards and their respective leadership teams to identify the role that the merger/acquisition would play in each institution’s financial growth as well as the cultural integration of both entities.
Due diligence. After signing a letter of intent, an intense focus on due diligence occurs, involving the collection and validation of critical data, which needs to be developed carefully and strategically communicated to respective boards and leadership team with the highest degree of integrity by using a reputable third-party auditing firm.
Deal. Culture and human interactions play a significant role in the dynamics of the final negotiations and can affect post-integration success. Agreements between both boards and leadership teams required structured and expert facilitation and communication. Focus was on identifying organizational values and cultural norms that need to be considered in the integration phase. Throughout this process, it is critical to ensure that nothing is missed and everyone is heard. High level requirements are scoped and various board merger teams are formed for the integration phase to develop detailed plans and timelines to ensure the merger’s success.
Integration. Board merger teams are given high-level guidelines for integration and begin to work together in a facilitated process creating detailed timelines, formulating formal strategic communication plans, highlighting requirements, defining roles and responsibilities for internal and external implementation, identifying merger documents for both state and federal filings, identifying voting requirements for both boards. All of the following is strategically communicated. A special meeting of the shareowners/members is strategically framed and scripted to ensure a high level of clear communication and success. The leadership teams formulate a detailed operational plan that incorporates systems integration, a change management plan including roles and responsibilities in the new entity as well as a strategic communication plan that lays out the who, what, when, where and why of the merger.
Sustainability. Lastly, the integration is evaluated and adjustments are made to ensure the merger/acquisition stays intact and fosters the desired financial growth and cultural outcomes. This requires a high degree of trust and ongoing strategic communication between both boards and leadership teams.
Critical to success is using a transitional governance committee, which is valuable in building bridges and creating a common ground across boards. When you are dealing with boards, remember that people in credit unions have served their credit unions and community as volunteers. In many cases, that commitment has defined them professionally and as community leaders. Understanding these concepts will always drive the conversation toward a commitment to be respectful to board members and their service.
Many merger discussions don’t materialize. They are challenging and complex. But, we know that by focusing on all of the above issues, they can be accomplished quite effectively, for the greater good of the membership.
Stuart R. Levine is chairman/CEO of Stuart Levine & Associates Contact 516-465-0800 or stuartlevine.com