Académique Documents
Professionnel Documents
Culture Documents
www.emeraldinsight.com/1356-3289.htm
CCIJ
13,1 Hearts at stake
A theoretical and practical look
at communication in connection with mergers
56 and acquisitions
Nana Balle
IBM, Denmark
Abstract
Purpose – The paper aims to present a model for communicating mergers and acquisitions.
Design/methodology/approach – The paper is a case study of a corporate merger.
Findings – Communication is a crucial strategic tool in the integration process that follows a merger
or an acquisition. M&As differ from other changes as virtually everything is at stake – both practical
issues as well as the corporate identity. Hence, the identity issue must be addressed specifically, as a
change in corporate identity is expected to affect the employees seriously due to the identification with
the corporate identity. The paper also emphasizes the importance of empowering and enabling middle
managers for the communication task in order to act as change agents, as the middle manager has
reason to feel as “endangered” by the acquisition as his/her employees.
Originality/value – The paper offers a practical model for integration communication.
Keywords Acquisitions and mergers, Corporate communications
Paper type Research paper
Acquisitions and mergers[1] are a national as well as global trend. They occur
everywhere – in organizations, administrative units and businesses in all industries
and of all sizes. Many people are at stake. And a great deal of money as well.
So it is daunting that numerous studies find that only half of all mergers – or in the
most dramatic studies one out of four – can be considered to be successful since it is
often not possible to realize the required synergies.
The question is: are the executives in the finance department who made the
calculations for due diligence wrong, or is the cause found in what happens after
the acquisition – the subsequent integration process where one of the issues is to make
the employees accept the new company?
This paper does not provide the answer. But it does present an approach, based on a
case study, that one of the most important integration tools is post-acquisition
communication. This paper combines a theoretical approach with some practical
advice regarding the good communication process in an integration and ultimately
gathers all the points in a graphic model. The purpose of the model is to provide an
overview of the relations between the factors that affect the result of the
post-acquisition communication in order to help incorporate all matters in the
planning of the communication.
Corporate Communications: An
International Journal Communicating a merger in real life – a challenge that matters . . .
Vol. 13 No. 1, 2008
pp. 56-67 In 2004, approximately 3,200 employees in a division of a major multinational, but
q Emerald Group Publishing Limited country-based family owned company woke up to the news that their division had
1356-3289
DOI 10.1108/13563280810848193 been acquired by a major publicly traded multinational corporation. This was the kick
off for a major integration project that would affect the employees of both companies Hearts at stake
for several years to come.
With the “buying” company employing 3,500 employees in the country concerned,
this would be a merger of two equally large organizations. Nevertheless, the relative
strength of the companies was not comparable. Also, this meant a merging of 40 legal
units into one, a merger of a hierarchical organization into a complex matrix
organization – and a rather anarchical organization with a strong national culture with 57
a very process-oriented global company.
Not an easy task – but nevertheless a project where a solid communication effort
proved to be an important strategic tool in the integration process.
A framework for the communication effort was planned by selected communication
officers from both companies, putting the main emphasis on the delicate period around,
and after the announcement of the intent to merge the companies. After the
announcement of the intent to go through with the acquisition there was a three month
black-out period while awaiting the approval of the EU competition authorities.
A mixture of central and local media was chosen for the communication process.
Central media offered were:
.
Town hall meetings on significant dates, hosted by core executives.
.
An intranet media, offering among other things a FAQ, a possibility to post
questions and relevant interviews and articles concerning the integration.
.
A printed company magazine distributed to employees in both companies. The
magazine contained interviews, features, vox pops and portraits with
the intention to partly inform about the integration process, partly introduce
the “acquired” employees to the acquiring company’s business and culture.
Local media were middle managers in the acquired company, being counted on as
change agents to explain the integration efforts and keep employees “warm”. These
managers were supported by an intranet-based, closed manager’s lounge, frequently
updated with relevant information for the middle managers.
Later in the integration process a number of other communication officers from both
companies were involved in planning and executing the communication process. This
allowed for an elaboration of the communication strategy, involving the experiences
and local knowledge of the newly involved officers.
The employee perception of the communication effort was subsequently measured
by a survey that looked at, for example, the use and usefulness of the media. Among
other things the survey found that:
.
About 80 percent of the employees would go to their middle manager to find an
answer to questions about the integration process. This, in spite of the fact that
the middle managers often were not able to answer these questions, simply
because the issue was not resolved yet or that the manager lacked basic
knowledge about the new mother company.
.
The intranet and the FAQ only enjoyed the support of, respectively, 56 and a
mere 6 percent of the employees.
.
The interest in the magazine for informational purposes was limited. This is in
accordance with the framework presented below, underlining the importance of
CCIJ the middle manager as a change agent, able to create relevance and even having
13,1 a therapeutic role in relation to his/her employees.
.
Employees requested more information about (ranked) future job areas, own
position in the organization, terms and conditions, processes and procedures,
culture and value, and the integration process. This partly reflects the above
emphasis on creating a common corporate identity and communicating about
58 corporate culture. Nevertheless, this need may not be acknowledged explicitly by
the employees.
.
Approximately, 66 percent of the employees expressed satisfaction with the
communication, which must be considered a satisfying level in such a complex
process.
Factual information
Especially during the initial phases of the integration, the members of the organization
have numerous questions about their own situation, employment, the organization’s
form and purpose, staff conditions, and company policies. Many of them cannot be
answered right away, and the uncertainty leads to concern.
CCIJ Clear, consistent, and continuous communication is excellent support in this time of
13,1 uncertainty:
.
Clarity is about easy-to-grasp and understand messages. Make sure that the
communication is understood in the entire organization. Roles, concepts,
abbreviations, and references may have very different meanings and
implications in the different organizations. And put the news at the top – say
62 what has to be said – in plain words.
.
Consistency is about maintaining the rationale of the important decisions from
beginning to end. This ensures credibility.
.
Continuity is about suitable dosages of communication. Be careful not to
carpet-bomb with information right at the beginning of the integration period –
and then let the information dwindle. Maintain a suitable flow of information and
create recognizable, recurring elements in the communication – this makes it
easier to get your bearings.
.
The communication of factual matters is also a slow training in the art of
navigating in the new organization. Communicate roles and organization
properly and understandably – and do not be afraid of repetition to help people
understand.
Identity communication
Not all changes in an acquisition are tangible. Like other changes, an acquisition
implies a number of losses (Visholm, 2004) – or at least the fear of loss, even though
those involved may not realize it at first. Perhaps, not only a loss in terms of loss of
income, but also a loss of rights, routines, knowledge, qualifications, position, comfort,
colleagues, social relations, traditions, identification, or even private life (if for instance
a new location or working hours require adjustments at home).
But the loss may also be something not so tangible – and more difficult to define
– for instance what in the literature is called the established social defense
mechanisms in the organization (Jaques, 1953; Menzies, 1967; Visholm, 2004). These
are small rituals, habits, and behavior patterns that have no professional cause and
which may be irrational or even wrong, but in a larger perspective serve to “make it
all work” such as flex time or the cleaning ladies’ unofficial coffee break in the
changing room.
The handling of these losses and the move towards a new company identity are
essential issues in an integration situation (van Riel, 1992; Balmer and Dinnie, 1999).
The old cultures are abandoned and a new one eventually adopted. Employees must
start to get their bearings in the new company culture.
In this connection, the communication task is to:
.
Put the loss into words. Make it clear what employees are leaving. They must
say goodbye to what is lost in order to accept the new, changed reality. For
example, put into words the ambivalent feelings that may exist in connection
with a company integration. All the management talk in the world cannot
eliminate a deep-rooted sense of loyalty towards the “dying” culture.
.
Prepare the employees mentally for the change process.
.
Build a bridge between the merging companies’ identities and thus facilitate the Hearts at stake
transition.
.
In the long term, build a joint corporate identity.
Some of the communication genres that can be based on the joint frame of reference
may be:
63
.
Storytelling – successes from the integration – but also stories addressing
problematic issues – preferable with a constructive ending.
.
Exposition of change agents and role models
.
Visualization – exposition of a joint graphic identity that recognizes old
elements in connection with the new. A brand-supporting, known logo can
probably not be changed, but the development of new integration media such as
a magazine could try to combine graphic elements from former media in the
merging organizations.
The “raw material” that these assumptions are based on can be supplied by top
management, mid-level managers, employee representatives on the board, the
integration organization, HR, and the communication department that must be
assumed to have insight into the company – but other “data” can also be included:
what is written on the intranet chat page, what does people talk about in the canteen,
etc.
When the boundaries for the individual stakeholder groups, or individuals
significant to the integration, have been defined, a concrete way of describing or
“unfolding” the individual stakeholders can be to evaluate each individual group based
on dimensions like:
.
level of influence on the integration;
.
expected change/degree of change;
.
expectations/concerns/issues/conflicts;
.
expected reaction; and
.
role in change process.
Note that an acquisition is a dynamic process, and in step with the process – and the
knowledge that the employees should preferably accumulate along the way – attitudes
and communities change. Some groups will become more positive, others more
negative. Some will split or change focus often without notice. It is good practice, then
to continuously test the state of the stakeholder dimensions to follow the development
in stakeholder issues.
Final remarks
Communicating the integration of one or more companies into another company is
not rocket science. It is more complex. Virtually everything is at stake in an
integration process – practicalities, corporate identity, individual identity, job
security, emotion. Such massive change calls for a meticulously thought-through
communication process.
The integration communication model shown in Figure 1 is intended to identify
some of the most crucial elements in the communication process. In doing so it
emphasizes the importance of supporting the building of a common corporate
identity., as well as underscoring the value of accepting and enabling the mid level
manager as a critically important communicator and change agent in this process.
Understanding this role of the middle manager, combined with a range of
qualitative – but certainly valuable – tools such as common sense and the right
gut feeling, should prove to be a useful model for the difficult art of
communicating mergers and acquisitions.
66
13,1
CCIJ
Figure 1.
communication
Model for integration
FUSION
KEY MESSAGES: K0, K1, K2, K3, K4, Kn
Kulturelle CSP's
ADAPTION
S: Stakesholders
CM: Central medie
LM: Lokale medier
Forandringsagent
Symboliserer dynamikken i fusionen
Note Hearts at stake
1. In this article, the word acquisition is used to cover acquisitions, mergers, joint ventures, etc.
even though the conditions involved and the consequences of the different forms of
agreements vary. This paper deals with an acquisition, or an asymmetric merger in a private
business where one party is dominant in relation to the other party in the integration.
References 67
Balmer, J.M.T. and Dinnie, K. (1999), “Corporate identity and corporate communications: the
antidote to merger madness”, Corporate Communications: An International Journal, Vol. 4
No. 4, pp. 182-92.
GCI Mannov and ACNielsen AIM (2002), Intern kommunikation (Survey).
Højrup, T. (1983), Det glemte folk, Institut for europæisk folkelivsforskning, Statens
byggeforskningsinstitut, København.
Jaques, E. (1953), “On the dynamics of social structure”, Human Relations, Vol. 6, pp. 3-24.
Larkin, T.J. and Larkin, S. (1994), Communicating Change. Winning Employee Support for New
Business Goals, McGraw-Hill, New York, NY.
Menzies, I.E.P. (1967), The Functioning of Social Systems as a Defence Against Anxiety,
Tavistock, London.
Mitchell, R., Agle, B. and Wood, D. (1997), “Toward a theory of stakeholder identification and
salience: defining the principle of who and what really counts”, Academy of Management
Review, Vol. 22 No. 4, pp. 853-86.
Petersen, H. (2000), Forandringskommunikation, Samfundslitteratur, Frederiksberg.
Printz, L. (2001), Stakeholder Value, Aarhus School of Business, Aarhus, available at: www.asb.dk/
researchprojects/strategy-lab/debatten/ledelsesparadokser/stakeholder/stakeholder_value.htm
van Riel, C.B.M. (1992), Principles of Corporate Communication, Prentice-Hall, Englewood Cliffs, NJ.
Visholm, S. (2004), “Modstand mod forandring – psykodynamiske perspektiver. (Draft)”, in
Heinskou, I.T. and Visholm, S. (Eds), Psykodynamisk organisationspsykologi, Hans Reitzels
Forlag, København.
Further reading
Bisgaard, P., Kjerulf, S. and Orbesen, A.L. (2004), Vækst gennem opkøb og fusioner, Børsens
Forlag, København.