Post-merger integration: Using activity theory and expansive learning cycles as a framework to improve integration results of mergers and acquisitions
1.??????????? Introduction
Mergers and acquisitions (M&A) are still considered fundamental to companies in need to deliver not only growth, but also a consistent and fast response to globalization and technological challenges. The post-merger integration is regarded as the M&A phase which is crucial to turn effective the value extraction to the stakeholders, and at the same time, to be the source of most problems in achieving the desired deal outcomes. However, despite having a long history of reported problems we are still struggling to find out how to move forward and start delivering better post-merger integration results.
The post-merger integration (or simply integration) is the phase where the boundary conditions which were grounds for the deal must live up to their expectations. This is the phase where we leave the paper world and experience both parties engaging in a journey to transform themselves under a time and result figures pressure imposed by the deal boundary conditions. All eventual information asymmetries materialize as additional challenges to be dealt with during the integration phase.
Important to say that this transformation, very often, does not take the shape as originally idealized – the parties do not integrate as designed (or better put, desired) and the expected results are not coming.
We characterize the integration process as a period of learning that happens in an environment of high uncertainty and anxiety. Structures must be adapted, systems updated, responsibilities redefined… all happening at once and due in a very short time horizon.
Whatever merger or acquisition, both are an intense exercise of organization change altering the companies’ architecture and shaping the trajectory of the individuals and communities inside their companies. Changes will affect both companies involved, the acquirer and the seller.
These changes will happen in different areas and could also involve different geographical locations (transboundary), involving different cultures and different environmental boundary conditions. It could also include different industrial settings.
Most importantly, even when we consider the same geographical location, it still will involve actors representing different traditions, with a different understanding of the situation, possibly with embedded different goals.
One can assert that not only every acquisition/merge is unique but also, within a transboundary M&A we will have different integration situations (within the very same M&A exercise) which may demand a particular solution.
The articulation of the actors involved in the intentional pursuit of integrating two companies is, in each context, culturally and historically mediated. It brings a singularity that may be beyond any reductionism translated in solutions characterized as “one fits all”. What once worked reasonably in one given situation, might not suffice (and most likely will not) when applied in another situation.
Within this white paper, we propose the activity systems analysis approach and more precisely, the expansive learning cycles as framework to effectively implement the necessary changes in the new organization required by a merger/acquisition transformation. Within this approach, rather than working with organizations as the core unit of analysis, we will work with the idea of the activity system as the core unit. In doing so we ensure moving from a traditional functional or horizontal integration approach to one that considers the actual perspectives of the major stakeholders.
Activity theory presents us with a series of perspectives for human activity where “activity” is understood as the intricate structure of collective and mediated human action. It presents a framework to effectively analyze the activity and brings to the table the concept of contradictions. These contradictions manifest themselves in tensions, problems, and disturbances, as well as in innovative actions which can trigger change.
We also highlight the concept of expansive learning cycles which will support us in revealing the tensions preventing the changing of happening, therefore avoiding the new status where the results could be achieved. Only when these tensions are revealed, they can be effectively addressed by the subjects involved (mitigated or solved).
We understand the expansive learning as being a way to effectively address change within the organization – which we propose to use to frame and resolve the M&A integration issues. Furthermore, the expansive learning cycles, due to their iterative characteristic, can be performed and adjusted giving way to incremental tension reduction and consequently change – intended to bring results.
The expansive learning cycles, when properly installed and executed, bring the perspective of a continuous way to capture and extract value from the integration and beyond.
This white paper brings a brief introduction about the theme as well as an invitation to reflect about the benefits of iterative experimentation cycles, especially in cases where we need to effectively implement the changes within a limited time horizon.
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2.??????????? Mergers and Acquisitions (M&A)
Mergers and acquisition have been understood as fundamental to companies targeting to grow, to maintain and increase their competitiveness as well as to those required to provide a consistent and fast response to the globalization and technological challenges.
The market has been experiencing considerable volatility which will likely continue throughout the incoming year alongside resilient inflation, recession fears, supply chain constraints, geopolitical tensions, increasing regulatory scrutiny, etc. This combined scenario has made the corporate dealmakers take a more conservative approach.
Although we saw a decrease in number of mergers and acquisition (M&A) deals during 2019 and the ongoing outbreak of the corona virus ravaging the stock markets, a strong recovery in the number of deals came after (H2 2020, 2021) mainly as rescue deals and restructuring as companies battle the negative economic effects. Deals most likely will be focused on the most resilient sectors and could involve companies looking to fix supply chain problems or get their operations back on track.
While one can describe a merger as a process where to firms agree in join their operations on an equal basis (or at least relatively equal), an acquisition process is when a company buys a controlling interest in another firm targeted to be then a subsidiary business within the portfolio (it can occur in a friendly or unfriendly (hostile takeover) basis).
Though, it is rare to have a practical case where we can really configure a merger process as described above. I mean, as an equally based initiative backed by an agreement between the parties. It is always important to remember that this labeling is given by individuals who are and will be far from the front where the integration exercise will be performed.
According to Cartwright & Schoenber (2006) seeking mergers and acquisitions are still a highly considered way of corporate development. Goals like complementary portfolio (expanding the product offerings and/or services), strategic fit (acquire a prompt access to a different segment – instead of building up the capability internally walking faster the path of diversification) and corporate growth (wherever domestic or international) are typical of the process.
What pops up almost immediately are opportunities to:
a)????? group and mobilize resources that none of the parts could initially have allowed (towards a strategic target) by itself.
b)????? have a reduction of the costs by means of eliminating redundancies (search for “synergies”).
Despite the acquiring companies usually making bold claims about the possible synergies, they constantly fail to achieve them. Furthermore, the existence of substantial amounts of identified synergies is not a predictor of future value.
M&A has been kept as an important strategic initiative targeting growth. Figure 1 shows the fast recovery of M&A transactions maintaining the strength shown in H2 2020.
The merger and acquisition event triggers deep organizational change, altering the company architecture, influencing companies′ performances and shaping the trajectory of individuals′ careers, identity and well-being (Graebner, Heimeriks, Huy, & Vaara, 2017)
A typical M&A process is depicted in the figure 2:
2.1???????? Success of a M&A initiative
There are several sources emphasizing the failure rates coming from a M&A process, mostly pointing to astonishing figures. Christensen, Alton, Rising, & Waldeck (2011), Martin (2016) pointed that studies position the M&A failure rate in something between 70 up to 90%. These authors also mention a broad range of reasons for that: from selecting the wrong target company, the wrong deal value (therefore wrong pricing) up to a poorly designed and executed integration phase.
And importantly to emphasize that “failure” here means not to live up to the conditions established prior to the deal and which gave shape to the transaction price. There are many cases where you see the M&A resulting positively, however below the expected figures used to price the deal. Not seldom, this false perception of “positive results” leads to accommodation and the full potential of the deal is never extracted.
Also important is to keep this paradox in mind: A M&A initiative, started as an answer to the enterprise growth strategy, when it fails to return the forecast results may trigger cost containment actions (to keep the company up with their promises of results) which will prevent this very firm of innovate and/or further invest in activities that steer its growth. In this case, the failed M&A not only makes the company short on its result commitment but also may hinder its mid-term growth.
Success rates are higher to those firms which selected the right target, performed a consistent due diligence (and then adjusted the premium payment) and effectively integrate the operations between acquirer and target (M. A. Hitt et al., 2012)
A survey conducted by Bain & Company pointed out 11 major reasons to obtain success in a M&A transaction: a clear deal thesis is the first, seconded by retained critical talent and as third, a clear integration thesis (Bain & Company, 2021).
Other researchers also emphasize the importance of the integration as playing a significant role in capturing value in a M&A (Capron & Pistre, 2002; Larsson & Lubatkin, 2001).
M. A. Hitt & Pisano (2003) said the post integration is the potential major source of problem in any M&A. Lakshman (2011) asserts that, some exceptions aside, a great number of failures in M&A are caused by a poor post-acquisition integration. Several researchers suggest the integration as critical to overall acquisition success (Cording, Harrison, Hoskisson, & Jonsen, 2014).
Finally, one can say that, despite having a long history of reported problems in the integration phase, we are still struggling to find out how to move forward and start delivering better integration results.
2.2???????? Integration process
Definitively the post integration is fundamentally within the value extraction step. One can also say that a successfully post-acquisition integration would bring the value extraction up to (and possibly beyond) the value capturing amounts, which would describe the deal as delivering, at least, the value expectations built during the valuation and negotiations.
One of the limitations to fully realize the potential of synergies is to oversimplify the design of the integration. Scarce resources and the emergence of roadblocks are generally the first excuses for companies to divert their integration target from value maximization to simple “safe and continuous” operation. The integration model which backed up the deal is no longer pursued. By doing so they overlook everything a big transformation could eventually bring as benefit.
As a result of poor integration, we usually can see the inability to extract sufficient results from the deal (and here by sufficient I mean results as they were idealized in the previous phases) or resulting in a semi-integrated company or branch.
The integration process will deploy an array of interdependent activities, along different areas in, eventually, different geographical locations and different industrial settings (Heimeriks, Schijven, & Gates, 2012). No less important, it will involve actors representing different traditions, with a different understanding of the situation, possibly with embedded different goals. Naturally, the bar of the causal ambiguity will be sky-high raised.
The post integration normally starts already behind the schedule. It is not rare for previous estimation of benefits and synergies to be inflated. When the integration plan falls short, we normally see the value which should be transferred to the acquiring shareholders either going to the seller of the business or not to be extracted at all (either because it simply does not exist as imagined or because of an ineffective integration).
During the M&A process we can imagine the value transitioning in three basic steps from origination to extraction, as described below:
a) Value origination stands, e.g., for addition of new products and services which customers are willing to pay (as well as an eventual broader customer base)
?b) Value capture stands for the step where value is gained by the firm, mainly based on the synergies (more effective use of the structure, cost position leverage by an increased bargain power, tapping so far unexplored markets…) which were grounds for the acquisition deal.
?c) Value extraction stands for the step where it is ensured a firm does not waste big amounts of captured value, before passing it to its stakeholders. In other words, minimally transform the expected captured value into Actual value for the shareholders.
A merger or an acquisition is an intense exercise of organizational change which will turn real during the integration process. Wherever considering the company A or B, both will undergo change, in different levels of intensity. These changes will occur in formal and informal structures and norms and, most important, the action will most likely be performed by sets of different agents.
When two organizations merge, two systems of standard operating procedures, which were learnt and apprehended from history into organizational structures, technologies, norms and beliefs will collide.
These standard procedures are not limited to formal and deterministic role models, but also enacted practices. The latest one is the core of any understanding, and therefore knowledge, and they occur from the action of an individual inserted into a group (community), mediated by an artifact (tool, software and even a body of previous knowledge) towards an object, targeting a specific and expected result.
All these occur in a defined moment in time (historically mediated) and within specific boundary conditions (community members - agents, rules and agreements about their roles, etc. – therefore, socially mediated).
At the end, the result of these changes is understood to be highly influenced by the agents' understanding and perception of the change and how they effectively shape it by action.
An underestimated integration process will ensure value will be destroyed instead of extracted.
2.21????????? Neither A nor B: Rather a completely new entity
The ingrained sense of identity can lead the organizations to adopt solutions existing in one side or another. The thought of a new organization may be seen as a threat for many. This threat can trigger collusive behavior of many stakeholders who think they are battling for surviving. This collusive behavior may favor the job security of few rather than the required performance to deliver the M&A goals.
Ideally, the new organization (formed from the merger or acquisition of A and B) will demand a new and different solution to effectively operate. The point is, instead of looking for imposing one of the existing cultures - or better addressing - one of the already existing ways apprehended as useful to achieve a given result - we must look for learning a brand new one.
We have now different individuals (different representations, different understandings, different objectives – and even different parochial interests), forming new and different communities which will look for forging new rules (procedures and, fundamentally, enacted practices) to operate.
We must allow time for the sense making of the new and provide containment space where we get along different rationalities (different perspectives, different traditions – different disciplines) and where interactions about and over the new could be performed.??
One important question remains: How to ensure a bias-free approach when discussing the shape of this “new entity”? A less biased and transparent approach can be addressed by using independent minded resources to lead and operate the office (external or internal consultants) with a clear mandate to challenge the existing solutions and build, together with all stakeholders, a structure which will lead them to result.
2.22????????? Integration success factors
?A primary factor is the understanding of the integration as a massive change-management process.
?According to (Galpin & Herndon, 2014) there are twelve organizations dynamics that will come to play occasionally as a change effort is taking place. However, only in a M&A process we see all of them occurring at the same time:
It is also important to mention that all these dynamics are often neglected during determination of the deal design, due diligence stages and as the integration process progresses which ultimately will lead to failure in delivering the expected results.
Additionally, we can list a few more tangible success factors which supports a successful M&A integration:
a)??? Determining the required degree of integration for synergy capture, beginning integration planning well before transaction close – The integration level will determine the necessary efforts.?
b)??? Allocate APPROPIATED level of resources earlier – the sooner, the better.
?c)??? Once again, every deal is different and requires customized adaptations of generic integration models.
?d)??? Move quickly, but prudently through integration.
?e)??? A structured and dynamic approach with a clear governance, providing transparent and constant status, measuring not only the timing and expenses, but also the agreed result targets.
?f)???? Manage timely the expectations: the initial deal design boundary conditions, as they clash with reality, may require (and most likely will) adjustments – The impact of these adjustments needs to be acknowledged, communicated and addressed by the management board as soon as informed by the integration team.
?g)??? A process leader with recognized independence and able to facilitate the discussions to come.
?h)??? An approach which can provide space where all the organization′s dynamics can be revealed, recognized, understood and addressed properly.
?We argue that a longer period may allow room for the necessary collaborative learning between both parties.
On the resources side, for example, we often see individuals from both organizations engaging the additional integration tasks in addition to their usual list of activities. Sometimes we end up in the situation where the individuals can prioritize resulting in either the integration activities or their normal activities to be neglected. Realistically, we see poor performances in both sets of activities.
Lack of resource availability (or better, dedicated resource availability) can be addressed by installing the Post-Integration Office structure. Especially when we are dealing with an M&A characterized by optimizing the customer base, we see lots of duplicated roles and structures. In these cases, there is no excuse to neglect the creation of a dedicated group to take care of this important phase of the deal.
We argue that the activity theory can provide the necessary support to reveal and recognize the dynamics while the expansive-learning cycles allow us to understand and address the uprising tension towards a better integration result.
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3.??????????? Activity theory: a brief description
Introduced in the early 20th century by psychologists from the former Soviet Union, activity theory has been continuously evolving over the past 60 years and continues its developing, diversification and find new applications around the world (Bedny & Harris, 2008). It was initially formulated by Vygotsky and expanded by Aleksey Leont’ev under the influence of the works of Vygotsky himself, but also by Mikhail Basov (Kaptelinin & Nardi, 2006).
Kaptelinin & Nardi (2006) described the principles of Activity Theory as including:
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a.??? The hierarchical structure of activity: Constituents of activity are Actions, and Operations. Actions which are goal-directed and must be undertaken to fulfill the object. Actions are conscious, and different actions may be performed to reach the same goal. Actions are implemented through automatic operations which do not have a goal.
b.??? It is object-oriented: Every human activity is oriented towards an object. Such objects motivate and guide the activity. They will be adjusted to get/transform the results.
c.???? Internalization/externalization: Activity Theory differentiates between internal and external activities. It emphasizes that internal activities cannot be understood if they are analyzed separately from external activities.
d.??? Tool mediation: Activity Theory emphasizes that human activity is mediated by tools.? These tools which are culturally and historically bonded are created and transformed during the development of the activity itself. The use of tools is an accumulation and transmission of social knowledge. Tool usage influences the nature of external behavior and the mental functioning of individuals.
e.????? Development. The theory demands that human interaction with reality must be analyzed in the context of its development. The basic research method in Activity Theory is the formative experiment which combines active participation with monitoring of the developmental changes of the study participants.
Leont’ev therefore proposed that in thinking about the mediated nature of human thought we must theorize not only the relations among individuals, their objectives, and the mediational means they employ, but extend this theorizing to include the interconnections among these units and the larger social structures which play a part in organizing the unfolding of the actions being studied (Lecusay, Rossen, & Cole, 2008).
Activity theory presents us with a series of perspectives for human activity while establishing a set of concepts to describe this activity. Here, activity is understood as the intricate structure of collective and mediated human action. Central to the theory of activity are the concepts of mediation (act mediated by symbols, by artifacts), of human activity, of the different representations as driving forces and the differentiation between individual action and collective activity.
The model we use in this article was presented by (Engestr?m, 2001b) shown in Figure 3. It depicts a system of human activity and suggests a triple mediation. While the artifacts mediate the relationship between individual and object, the model also brings rules and the division of labor as mediators.
It is important to mention that the constituent elements of the model are dynamic, culturally and historically dependent. In order to enable it to understand an activity system, we need to think that these elements are interdependently connected. In this way, the analysis does not take place from the perspective of a single element, but in the coupling of all elements, at a given moment and in each context.
Below, there is a summary characterization of the elements that make up the model:
a)????? Subject: is a person who undertakes an activity, whether this is solo or as part of a team. From it we consider the position and point of view as the perspectives of the analysis.
?b)????? Object: it is the one that incorporates the reason for the activity, the one that is explored and changed by the individual. It is the matter or problem to which the activity is directed. The object must be transformed into results through the mediation of artifacts (tools / symbols). According to Engestr?m & Sannino (2011), it is necessary to differentiate between the generalized object in the historically developed activity system, and that specific object as seen by a given individual. The generalized object is connected to a social meaning while the specific object is connected to the individual meaning.
c)????? Tools / symbols: they are all mediating artifacts (physical or psychological). They serve as drivers of the subject's action on the object. They modify the object as tools, just as they modify the subject (and community) as symbols. Vygotsky (1978) pointed out that cognitive activity is not limited to the use of tools and symbols.
?d)????? Community: all individuals directly involved in the activity. Individuals or sub-groups that share the same object. Individuals perceive in the object the potential necessary to fulfill their needs.
?e)????? Rules: Implicit or explicit, they can be established internally by the organization, by external agencies or by the community involved. Conventions, references, guidelines, codes and heuristics, while guiding activities and behaviors, can be taken as examples.
?f)?????? Division of labor: more generally, here we analyze the relationships in the organizational structure, roles and responsibilities. Horizontally, it is evaluated how the division of tasks occurs and vertically how the relations of power and status occur. It is also evaluated how coordination, cooperation and specialization are revealed during the activity.
?g)????? Result: it is the representation of the motive incorporated in the object. The perception that the identified needs have been met.
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3.1???????? The leading role of the contradictions
According to Engestr?m (2001a), the contradictions are core and source of change and development. Contradictions shall not be translated as problems or conflicts, but rather as historically accumulating structural tensions within and between activity systems.
The activity system is an open system. The system is stimulated as soon as it adopts/faces a new element. Then, it will present an increasing tension between the old element and the new. On the other hand, this increasing tension will trigger innovative solutions to bring back balance.
Contradictions, the tension between elements within the activity system or between connected activity systems is key for the change. Identifying and understanding them are paramount to engage in any successful change initiative.
During the expansive learning we can depict four orders of contradictions, as pointed out by Engestr?m (1987):
a)??? First orders: Tensions inside of any component of the activity system. Initially they are not yet that intense of frequent enough to be clearly identified. Once they get more often, attempts to mitigate or eliminate the increasing tension will give birth to a solution.
b)??? Second order: Tension between elements of an activity system. The proposed new solution searches to fit within the activity system and will be given artifacts, rules and agreed interaction standards (however still a model).
c)??? Third order: The new solution is the lived by the community (from a model to practice/experimentation). This experience will bring tensions between the new practice and the old practice.
d)??? Fourth order: The new way, the model transformed by experimentation (practice), collides with the other activity systems.
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4.??????????? A framework to instruct the post merge integration work
Organizations are subject to an increasing number of corporate change initiatives targeting to improve performance. Mergers and acquisitions are one possible and very often used alternative.
An effective post integration (M&A case) requires a deeper analysis of both parts as well as how they would fit together. When this analysis is done using these several connected activity systems it can provide the opportunity to change an organization (Engestr?m, 2000).
According to Engestrom (2011) activity theory includes an interventionist methodology for enhancing reflection of struggles, competing interests and contradictions in collective activities and views them as drivers for change and learning in organizations. There is a relationship between an activity system and its realization and implementation (Goncalves, Sousa, & Zacarias, 2013). For analysis of inner contradictions at the level of organizations, we need a theoretical model of the systemic “anatomy” of organization. This approach is situated within the dialectical tradition of cultural-historical activity theory (Sannino, Daniels, & Gutiérrez, 2009). We will frequently use the theoretical lens of a collective activity system, complemented and extended with models of multiple interconnected activity systems.
In order to accomplish that, we propose the use of the expansive learning cycles (Engestr?m, 2001b) as described in the Figure 4. The cycles enable the redefinition of the object of an activity, the reorganization of its structure and new collective work practices.
This means you study, propose, implement, learn and adjust in an iterative and expanding cycle. Every cycle can provide room for:
·???????? Engage the “new community / new communities” in discussions about the purpose of their activities. In doing so, everyone in the community can understand and adjust how to interact with each other.
·???????? Build a shared perspective of the object.
·???????? Adjust and reconfigure how the work is divided as well as the necessary adjustments in the rules (written or tacit) to facilitate the attainment of the results.
The model developed by Engestr?m and proposed in this paper is the proposed approach and it is central to the structural framework we propose to tackle the PMI. It involves the very subjects of the activity and puts them face to face with the second order contradiction and so on – expanding the understanding and changing the activity collectively. This very framework will become itself a new moderation artifact (meta tool).
This very same artifact, when largely and constantly applied, facilitates the revelation of hidden tensions speeding up the necessary transformations in the activity (and in the activity system).
In doing so, we can better understand all dynamics in play and figure out, along with the primary stakeholders and agents, how to overcome the roadblock preventing us from reaching the results.
The theory of expansive learning focuses on the communities as primary learners and on transformation and creation of culture. “In expansive learning, learners learn something that is not yet there. In other words, the learners construct a new object and concept for their collective activity, and implement this new object and concept in practice” (Rantavuori, Engestr?m, & Lipponen, 2016).
Integrating is a learning exercise where parts should come along to figure out how to better move forward and excel delivering results. We must make room and allow time for this learning activity to happen.
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4.1???????? Possible application fields
Within any collective activity, any activity system and between (among) activity systems this approach can be an effective alternative to analyze the situation, reveal contradictions and corresponding tensions and provide a space and opportunity to the stakeholders to build up together a solution which delivers higher results.
As a positive side effect, it allows us to comprehend the historical and social environment which conditions this collective activity (or system(s)).
Whatever an M&A or other initiatives as restructuring, business processes optimizations, … all would require effective changes/transformation in the organization level. To perform an effective organizational change, we must address different activity systems connected with their neighboring systems, forming a large and intricate network.
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?Final considerations
The idea of applying a model to characterize an activity system might look like a paradox. The mediated articulation of the actors involved in the intentional pursuit of a given objective, in each context is culturally and historically based – therefore unique. It brings a singularity that is beyond the reductionism translated in any given model.
At the bottom line, mergers and acquisitions are the combination of two pre-existing organization cultures in something completely new. And when you think culture as the final manifestation of how we learned to do the things around here we will also end up in a conclusion that we will need to relearn by reconciling both perspectives in a new one or even by creating new perspective from the scratch.
The expansive learning approach enables a collective continuous learning process which can provide the necessary space and opportunity to address the transformation issues imposed by a post-merger integration.
The approach and framework incentivize us to think beyond the new structure design. They bring us the perspective to discuss how the real work would be effectively done considering the new arrangement. Furthermore, approach and framework require the involvement of the subjects who are the real stakeholders on that activity system. It brings the power of the collective learning and at the same time makes room for an effective stakeholder buy-in as they call for real participation and engagement discussing the tension and how to address them to a solution.
For instance, they provide us with a structured way to consider and discuss rules of engagement (formal and, as important as, tacit). These discussions will reveal the real pain-points preventing us to achieve the expected results. Enacting in the learning cycles will bring us the opportunity not only to bring better suit solutions to life, but also understand how these solutions will impact the interdependent elements of the activity system.
The possibility of expansive transformations in activity systems is not only very stimulating but it can counter the time pressure within the integration process. Additionally, the possibility to quickly display incremental results will be perceived as rewarding. This positive perspective will make it easier for the integration team to move forward and can enact a positive spiral leading to the extraction of maximal value.
Additional to the approach and framework, the establishment of a post-integration office with an independent and less biased approach will bring the necessary transparency and dedication required to promote such a large-scale transformation.
This post-integration office team role is to facilitate and promote the evaluation of the activity systems and monitor the necessary actions to get the tensions mitigated or solved. Additionally, it runs the governance of all the integration process including the transparent tracking of the effective extracted value.
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