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WHY TOO MANY MERGERS MISS THE MARK.

 Does one plus one equal three? Many American firms seem to think so.

 Yet most corporate couplings are unhappy ones. A servey of more than 300 big mergers over the past ten years by Mercer Management Consulting, a consultancy based in New York, found that, in the three years following the transactions, 57% of the merged firms lagged behind their indus­tries in terms of total returns to shareholders. The long-run failure rate appears to be even higher. Why do so many usually sensible strategists make so many bad bets?

Successful acquirers already know what they want to do with companies they hope to buy before bidding for them and identify three neat, but over­simplified, combinations: an “absorp­tion” approach, which takes away the ac­quired firm’s independence; a “presentation” approach, which keeps (the acquired firm at arms length; and a “symbiotic” acquisition in which the two firms initially co-exist, and then gradually become interdependent.

After each botched deal, a number of usual suspects get the blame: “there was no synergy between the two firms’ businesses”, or “it was a hostile takeover” or even “the deal was simply too expensive”. All these things can indeed wreck a corporate mar­riage, but disaster is not inevitable. For in­stance, one recent study by McKinsey, an­other consultancy, found that 80% of takeovers by leveraged-buyout companies over the past ten years - which mostly have no synergies with their targets - earned their cost of capital. Similarly, there is no consistent link between the size of the pre­mium paid for a firm (even if it is a bid’s hostility that raised the price) and a merg­er’s long-term ability to create value.

What does seem to link most mergers that fail is the acquirer’s obsession with the deal itself, coupled with too little attention to what happens next - particularly the complex business of blending all the sys­tems, informal processes and cultures that make the merging firms tick. In the 1980s, this “soft stuff” often did not matter: any­body could make a merger pay off if enough jobs and capacity were cut. But now most of those surplus workers and fac­tories are gone. “Top managers often don’t value the qualities of a firm they are buy­ing,” says Rosabeth Moss Kanter of Harvard Business School. As a result, they destroy much of its existing value.

How that destruction takes place - and how to stop it - is starting to trouble man­agement thinkers because they bear some of the blame for the phenomenon. Having urged bosses to re-engineer, downsize and thin out their management ranks, they have left those top executives still more iso­lated from what goes on in their firms. Managers of business units, who are rarely at the table when a takeover is negotiated, are now even further removed from strate­gic decisions. Yet it is these demoralised souls who are expected to put into practice a firm’s post-merger “integration strategy”. So the destruction of much of a merger’s po­tential value takes place out of sight of the bosses who championed it.

The most obvious signs of damage tend to be in all the formal systems and pro­cesses that, before the deal, helped each firm to function: everything from its chain-of-command to its internal mail. Merging these creates a logarith­mic increase in complexity and ineffi­ciency. Following the (ultimately profit­able) merger of Chemical Bank and Manufacturers Hanover in 1991, the duo spent six months trying to integrate their computer systems. They finally settled on a fudge that left Chemical’s computers in charge of cheque processing and Manufac­turers’ system - then still under develop­ment-running consumer banking. The chaos took 18 months to sort out.

Fusing formal systems and processes is a complicated business. But informal sys­tems, processes and networks (essentially, “the way we do things around here”) can be even more obstructive, so after a merger - especially one that costs jobs or results in a disruptive restruc­turing - “you get a disconnect in the hid­den structure of the organisation.” And when this happens, employees - usually those at the firm that is being bought - frequently lose their mental map of how the com­pany really works.

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