M&A Culture Clash
Some of you may remember Oracle's acquisition of Peoplesoft 15 years ago. In 2003, Oracle launched what would become a hostile takeover attempt. Peoplesoft's management and board of directors, put up fierce resistance, but Oracle won out in the end, and the deal closed in 2004.
The biggest critics of the proposed acquisition, expressed their concern about the two companies' corporate cultures and opined the merger of the companies would surely fail. The deal was completed, and Oracle management went about the task of integrating Peoplesoft into their operations. The critics of the deal may have actually been correct about the deal ultimately failing in the form the deal was completed. However, Oracle's senior management had the vision to make changes, based on their assessment of the two cultures. The result was a seamless transition, and Peoplesoft being successfully integrated into Oracle.
Mergers of public companies do not always go so well, however Oracle had a knack for seamless acquisitions. The Oracle/Peoplesoft deal, was an example of two large publicly traded companies merging. But, Many smaller companies merge everyday. What are some of the challenges they face? What can be done to overcome any challenges? How will the parties know if a merger or acquisition makes sense?
Let's explore. I have a client who was recently approached by a prospective buyer. The business is not actively for sale, yet someone is interested in buying. In this case, the prospective buyer would like to establish a presence in a specific area rather than build a presence from scratch. My client suggested a merger rather than a sale, as she is not ready to walk away. As it turns out, there are some synergies, and the two principals each possess strengths that are complementary to one another. In this case 1+1 could = 3. I believe they could build something great together. The parties don't know much about one another, so I suggested we explore what a merger would look like. On the surface, one could become very excited by the possibilities. I suggested we conduct an extensive discovery discussion, for the purpose of determining if the two would be a good fit.
Instead of starting with the whys or reasons to merge, I suggested we start with the why nots. in other words, let's put our worst foot forward instead of our best. We are now discussing all the reasons not to merge, and working through the issues. We are discussing management styles of the two parties, to be sure there are no chasms between them. I have presented them with hypothetical scenarios and asked how they would handle those situations, or react to them. This process has been exhaustive, but better to do that up front, then to admit to a mistake later. I do not want to leave anything to chance, as once the paperwork is signed, these two people will be working with one another, like it or not. So far, it appears a merger could work. Once we have a verbal agreement, documents will be drafted, reviewed by all interested parties, and signed on the dotted line.
Hopefully in the end, both parties will be happy, and they can build the new business into something neither partner could do alone.