A FRONTLINE ISSUE IN M&A: MANAGING THE MESSAGE

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1 A FRONTLINE ISSUE IN M&A: MANAGING THE MESSAGE

2 A FRONTLINE ISSUE IN M&A THIS ARTICLE PRESENTS MERCER S PERSPECTIVE ON M&A COMMUNICATION MANAGEMENT A COMPREHENSIVE, COHESIVE APPROACH TO RUNNING DEAL COMMUNICATION. Cultural and communication challenges are among the top factors that are most likely to put deal synergies at risk. These people-related transaction and integration issues are considered of greatest importance to deal success 1, and are one of the primary culprits when deals fail 2. Aggressive use of change management and communication principles is an M&A best practice that can reduce stakeholder resistance, increase synergies realized, and shorten overall implementation cycle time 3. The importance of M&A communication is a frontline issue right now, as global transaction volume is up 6% in the first quarter of , and the average deal size for high-growth companies in emerging markets more than doubled for deals announced in From a deal perspective, the number of transactions is increasing, and they are growing in complexity. Add to this the diminished retention power of equity programs and the uncertainty surrounding the value of other benefits, and it becomes clear that employers can not rely solely upon the retention tools that have traditionally bound employees to companies. As deal makers navigate this environment of ever-increasing complexity, they are also faced with the continued growth of the number, type and prevalence of electronic communication vehicles available vehicles that Deals and spread information with little heed for whether it s other largescale change factual or relevant. and social networking sites allow individuals to send messages quickly to are large groups regardless of their accuracy, and more increasingly people communicate more content using these complicated vehicles every day: Monthly active users on Facebook: nearly 850 million Tweets sent every day in 2012: 175 million Posts by Instagram users every second: 575 likes and 81 comments Unique visitors to Pinterest: increased by 2,702.2% since May, While it has become easier to communicate, and the number of communicators and total volume of information has increased, the credibility of what s being said has diminished. Messaging is easy to forward Communication is easy to create and distribute Traditional retention levers are less reliable Siloed work streams each have things to say This leaves business leaders to figure out how to keep employees informed and engaged during a transaction in an environment where there is less time to plan, fewer effective retention tools and the potential for quick-spreading misinformation.

3 THE FREE-FOR-ALL Employees keep the business running. They are talking with customers and getting work done the basics of preserving asset value. So they become a prime concern for the organizations involved. In every deal, employees want to know what is happening and how it is going to affect them. They want to know about jobs, pay and benefits. They want to hear from business leaders who will be running the organization when the deal is done, and even from the deal leadership or management teams people who can inform them about how the transaction is moving along and how their everyday work and work tools will change. If you think of it in economic terms, they are information consumers. There s also another side, the owners of information and communication, who can meet the needs of our information consumers. These groups, from business leaders to functional integration work streams, have information to share. This information is frequently left to the teams to provide via their own plans and channels, an approach we call decisiondriven, because the technical teams making the decisions are left to do the communicating, making the communication lower value, because it is reactive to plans that are already in play. Unfortunately, this approach can become an free-for-all that confuses and disengages employees with fits and starts of information that s unexpected, inconsistent and even contradictory. Between the employee s demand for facts and the group s need to supply the information, there s the potential for angst, anger and a very messy situation when the decisiondriven approach is used. THE DYNAMICALLY PLANNED APPROACH The way to ensure a smooth employee transition is to define a group or person responsible for creating a total employee experience, and empower them to manage, adapt and change organizational communication over the life of the transaction. Once appointed, this communication management group develops a comprehensive strategy in conjunction with business leadership and all integration work streams and functions. This way, their strategy touches all parts of the transaction that affect employees. The communication management group can manage or revise that strategy over time, and create and publish content that reflects the full spectrum of information employees want and need. free-for-alls confuse and disengage employees with fits and starts of information that s unexpected, inconsistent and even contradictory. This is a dynamically planned approach, in which the desired employee experience and the flow of information act on one another through a coordinated, controlled process overseen by a managing group tasked with producing the best possible employee experience. This approach makes the communication content proactive, influencing the cadence and communication of decisions, driving to a desired employee experience, and making communication a value-add in the deal process. 3

4 Figure 1 Dynamically planned Where decisions and employee experience act on each other Desired employee experience Pay New pay Explain pay Benefits Policies Decisions New benefits New policies Explain benefits Explain policies Actual employee experience Technology New technology Explain technology WHAT DOES COMMUNICATION MANAGEMENT DELIVER? In short, communication management delivers deal value. At the beginning of any transaction announcement, there is a dip in productivity. In addition to the time lost purely in speculation and gossip, usually some key employees join integration teams, often being asked to double up on their work to fulfill these new duties. There is suddenly a whole layer of team meetings and project management around the transaction. As the deal progresses, it starts to reach that crossover point where you begin to see the value creation that the deal promised in the first place. A smooth employee experience is one of the factors that can bring on value creation sooner, just like a negative or poorly managed employee experience can delay it. Keeping employees talking on point to customers, and aligning sales forces and leadership, is driven by managing the employee experience throughout the deal. HOW DOES COMMUNICATION MANAGEMENT REMAIN EFFECTIVE AND RELEVANT? To keep pace with the rapid-fire changes in a transaction, the communication management team works best when they have strong protocols in place and excellent communication within their own team. But communication management cannot focus only inwardly on processes and controls. Since communication is a conduit for all other content, it must operate in concert with the content owners and business leaders. The communication team must focus on the relationship with the other teams because communication doesn t happen in a void. ROD MUSSER, VICE PRESIDENT HR OPERATIONS, AECOM 4

5 In our transactions, we found that a more holistic, proactive approach allowed us to better control the tone of communications and the bundling of the messages so that they didn t leave more questions than answers. STEPHANIE CROSS, INTEGRATION MANAGER, MICROSOFT The groundwork for this connection is laid when the communication managers build a strategy with input from business leaders and integration teams. After the initial development, however, it s incumbent on the communication managers to continue that relationship, through integration meetings, regular touch-base sessions or some other form. This relationship is based on mutual respect for ideas and needs and must work well for the communication management team to be successful. When this doesn t happen and we ve certainly seen this in deals the integration teams and business leaders start to work around the communication management team, avoiding the inconvenience and hassle, and breaking down the desired employee experience in the process. That s why the connection between the communication management team and the information owners is an absolutely vital link that keeps the communication flowing from owners to consumers in a consistent, aligned approach over the course of the deal. WHAT ABOUT CONTENT CREATION? Does the communication management team create content? Isn t some of it highly technical and maybe better left to IT or HR specialists? Yes and yes. We ve found that while the communication management team may develop content, it s not necessary. If the communication management team does its job well confirming what needs to happen and mapping it into a logical plan, reviewing and managing the quality of all content, and keeping pace with the changes in the deal then it s entirely possible, and sometimes very appropriate, for different owners of information to develop their own content. This goes back to the goal of communication management, which is to define and deliver on a successful employee experience, and from our perspective, that doesn t mean all communication must be crafted and delivered by full-time communication teams. If all content goes through appropriate review and adheres to the communication plan, there is no reason the communication management team needs to or should create all content. Compensation and benefits Strategic organizational messaging Total HR experience All dealrelated communication 5

6 CONCLUSION Overall, in our hands-on experience with clients around the world, we ve found that a specific, desired employee experience only happens when there is clear responsibility for it. This is best achieved through a single communication manger or communication management team or office. Beyond that, the communication management team needs to build a strategy by working closely with the communication owners, a relationship that requires care and feeding. Without that relationship working well, they will not be able to manage the execution of the strategy and to ensure that all content is on message. With those key items in place, 3 communication management becomes more about delivering what employees the people who build asset value need, and not just reacting to the need to share information as decisions are made. The best way to ensure a desired employee experience is to define a body that will be responsible and empowered to manage communication throughout the transaction and integration. This enables 1 2 Strategy Management Content ABOUT THE AUTHORS Jason Jaross jason.jaross@mercer.com Jason is responsible for the development and delivery of M&A and transformational change communication services to Mercer s clients. He has communicated over 60 transactions and worked across many sectors, including manufacturing, high tech, financial services, engineering and agriculture on US and global deals. Amy Kawabori amy.kawabori@mercer.com Amy specializes in corporate transaction and transformation communication. She is responsible for the development and execution of transaction and other large-scale M&A and change communication and change management strategies for her clients. Kirsten Martiniuk kirsten.martiniuk@mercer.com Kirsten is responsible for managing and delivering transformational change managements services for Mercer s clients globally. She has worked with clients in the oil and gas, telecommunications, pharmaceutical and financial services sectors on a variety of transactions. 6 Endnotes: 1. PwC (2012). Communicating change: People-focused communication drives M&A integration success. Retrieved March, 2013, from en_us/us/people-management/publications/assets/pwc-deal-cycle-integration-process-impact.pdf 2. Vahouny, Karen (2013). Investor Relations Strategy Needs to Consider Mergers and Acquisitions. Retrieved March, 2013, from archive/2012/0512/vahouny.htm 3. Recardo, R. (2012). The science behind the art of deal making. M&A Best Practices ForwardMetrics. Retrieved March, 2013, from 4. Reuters (2013). DEALS-Global M&A volume rises on large U.S. deals. Retrieved March, 2013, from 5. bcg perspectives by the Boston Consulting Group (2013). Challengers Are Going Global Through M&A and Partnership. Retrieved March, 2013, from 6. Honigman, Brian (2012). 100 fascinating social media statistics and figures from The Huffington Post. Retrieved March, 2013, from

7 For further information, please contact your local Mercer office or visit our website at: Argentina Australia Austria Belgium Brazil Canada Chile China Colombia Czech Republic Denmark Finland France Germany Hong Kong India Indonesia Ireland Italy Japan Malaysia Mexico Netherlands New Zealand Norway Peru Philippines Poland Portugal Saudi Arabia Singapore South Korea Spain Sweden Switzerland Taiwan Thailand Turkey United Arab Emirates United Kingdom United States Venezuela Copyright 2013 Mercer LLC. All rights reserved.

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