Strategic Corporate Communications in Mergers & Acquisitions
©2003
Diplomarbeit
105 Seiten
Zusammenfassung
Inhaltsangabe:Summary:
M&A transactions and corporate change are frequent occurrences in the globalized economies of today (c.f. section External growth and communication as global trends, page 1). On a global scale, led by the U.S., the European Union and Germany, M&A transactions have clearly become a global mega trend.
Despite their growing popularity, M&A transactions often fail to produce the desired outcomes (c.f. section M&A Failure and Corporate Communications, page 5). This is partly due to poor M&A communication.
The study at hand has several aims:
To discuss the significance of M&A communication for the overall success of a transaction
To establish the general determinants for the quality of M&A communication The key success factors
To examine the individual determinants The factors determining the quantitative and qualitative deployment of M&A communication and its adjustment to the varying preconditions of different transactions
Secondary as well as primary data led to the conclusion that M&A communication is of high significance to the success of an M&A transaction and can impact its results. Even if M&A communication can never be the single most important factor, determining merger success or failure, corporations acknowledging the significance of best-practice M&A communication have a higher M&A success probability and avoid opportunity costs.
As described in more detail in section The significance of M&A communication for the overall success of a transaction, page 51, M&A communication derives its significance from the functions it fulfills. In the course of the interviews, those functions could be identified as reputation function, manipulation function, information function, acceptance function, action function, security function, and motivation function. In the context of post-merger integration communication, especially the possibility to decrease employees level of change resistance, uncertainty, frustration and demotivation is of particular value to transaction success.
Even if communication per-se is a qualitative, not a quantitative factor, the study at hand concludes that there are ways to assess and evaluate communication success. If communication is ranked against what communication can possibly accomplish, communication success can be defined and measured (c.f. section The assessment of M&A communication success, page 57).
As communication is significant to M&A transaction success and as […]
M&A transactions and corporate change are frequent occurrences in the globalized economies of today (c.f. section External growth and communication as global trends, page 1). On a global scale, led by the U.S., the European Union and Germany, M&A transactions have clearly become a global mega trend.
Despite their growing popularity, M&A transactions often fail to produce the desired outcomes (c.f. section M&A Failure and Corporate Communications, page 5). This is partly due to poor M&A communication.
The study at hand has several aims:
To discuss the significance of M&A communication for the overall success of a transaction
To establish the general determinants for the quality of M&A communication The key success factors
To examine the individual determinants The factors determining the quantitative and qualitative deployment of M&A communication and its adjustment to the varying preconditions of different transactions
Secondary as well as primary data led to the conclusion that M&A communication is of high significance to the success of an M&A transaction and can impact its results. Even if M&A communication can never be the single most important factor, determining merger success or failure, corporations acknowledging the significance of best-practice M&A communication have a higher M&A success probability and avoid opportunity costs.
As described in more detail in section The significance of M&A communication for the overall success of a transaction, page 51, M&A communication derives its significance from the functions it fulfills. In the course of the interviews, those functions could be identified as reputation function, manipulation function, information function, acceptance function, action function, security function, and motivation function. In the context of post-merger integration communication, especially the possibility to decrease employees level of change resistance, uncertainty, frustration and demotivation is of particular value to transaction success.
Even if communication per-se is a qualitative, not a quantitative factor, the study at hand concludes that there are ways to assess and evaluate communication success. If communication is ranked against what communication can possibly accomplish, communication success can be defined and measured (c.f. section The assessment of M&A communication success, page 57).
As communication is significant to M&A transaction success and as […]
Leseprobe
Inhaltsverzeichnis
ID 6958
Herdt, Tobias: Strategic Corporate Communications in Mergers & Acquisitions
Hamburg: Diplomica GmbH, 2003
Zugl.: Fachhochschule Südwestfalen, Universität, Diplomarbeit, 2003
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http://www.diplom.de, Hamburg 2003
Printed in Germany
II
I. Disclaimer
This re search re por t was written as an in te gral part of the European Business
Programme Ger man y The Ne therlan ds in par t fulfillmen t of the diploma of th e
Europe an Business Pr ogramme at the R otter dam Business Sch ool.
Copyrigh t lies with Tobias Her dt an d the Rotterdam Business Sch ool, The Ne therlands.
Al l righ ts re served. No par t of this re por t may be copied or pu blished with out th e
prior written per mi ssion of the copyrigh t holder.
Due to confiden tiality reason s, the name s and con tact data of the interviewe d
companies and the interviewee s are n ot to be disclose d.
The report at han d was written with th e due diligence . The c onten t reflec ts the
auth or's own rese arch as we ll as data obtained from liter ature sources. Howe ver ,
the auth or does not take responsibility f or an y mistak es made inadverten tly.
III
II. Acknowledgements
The au thor first and f ore most is grateful to all individuals who sh are d their ti me an d
intelligence with hi m. Wi thou t their co-oper ation th e work at h an d wou ld not h ave
been possible .
Valuable infor mation was pr ovi ded by a nu mber of execu tives in the area of
communication con sulting, M& A con sulting an d journalism each of whom
contribu ted by pr oviding access to literature or discussing interview questions.
Suppor t an d guidan ce during the rese arch process was gi ven by the the sis
super visor , Mr . Josef Roeven s, I nternation al School of Econ omics, Rotterdam, The
Ne therlands.
Of par ticular i mportan ce to the de ve lopme n t of this stu dy was the support provide d
by the following companies either in for m of inter views or in pr ovidin g access to
research re por ts an d literature : Ah ren s & Behren t Financial D ynamic s GmbH,
Frankfur t; Brunswick Gr oup GmbH, Frankfurt; Burson-Mar ste ller GmbH & Co., Frankfurt;
F. A.Z. I nstitu t Financ e Magazin, Fr ankfurt; Gavin An derson & Company Wor ldwide
GmbH, Fr ankfurt; Helbling CFT I nternation al AG, Zurich ; Kirchhoff Consu lt AG,
Frankfur t; We ber-The dy Corporate and Financ ial Commu nications, Zurich;
IV
III. Foreword
The de velopmen t of a the sis project for ms an inte gral par t of the Europe an Business
Programme . The the sis report at han d Strate gic Cor por ate Communication s in
Mergers & Ac quisition s was submi tte d in par t fulfillmen t of the diploma of the
Europe an Bu siness Programme at the Rotter dam Bu siness School and was de ve loped
within the ti mefr ame of Au gu st 2002 to May 2 003.
The un derlyin g ai m of the wh ole projec t was to scientifically e xamin e a cer tain topic
or area of intere st and to reflect the theore tic, strate gic and analytic skills, obtained
in the c ourse of the last four ye ars of study. I t shou ld further more confir m the
auth or's compliance with the re quire men ts of the bache lor 's de gre e.
Addition ally, the the sis project e nable d the au thor to gain a certain le ve l of
exper tise in an indepe nden tly chose n are a of interest by pr ovidin g a fr ame work to
accomplish de taile d intelligence concerning the respec tive topic. The stu dy at h and
reflects the kn owledge gaine d by pri mar y and secon dar y rese ar ch as we ll as the
auth or's own con sider ation s. I n preparin g this report, special atten tion was given to
the critical reflec tion of the infor mation available .
From a studen t's poi nt of view, the the sis project was use d to further de ve lop
theore tical k nowle dge abou t the specific topic, to gain first experiences with
primary data researc h an d to shar pen an alytical, writing an d project- an d ti me
man age ment skills. Th e successfu l con ducti on of such a pr oject is su pple men tarily
used to concen trate an d increase e xper tise an d to build a foundation f or a
prospecti ve future c ar eer.
The au thor hopes to pr ovide h elpfu l infor mation an d interesting insigh t into the topic
of strate gic corpor ate communication s in me rgers an d ac quisitions.
Muenster , May 2003
T obias Her dt
co n ta c t : To b i a s. H e rd t@ w e b . d e
V
IV. Executive Summary
M&A transactions and corporate change are
frequent occurrences in the globalized
economies of today (c.f. section `External
growth and communication as global trends',
page 1). On a global scale, led by the U.S., the
European
Union
and
Germany,
M&A
transactions have clearly become a global
mega trend.
Despite
their
growing
popularity,
M&A
transactions often fail to produce the desired
outcomes (c.f. section `M&A Failure and
Corporate Communications', page 5). This is
partly due to poor M&A communication.
The study at hand has several aims:
To discuss the significance of M&A
communication for the overall success
of a transaction
To establish the general determinants
for the quality of M&A communication
The key success factors
To examine the individual determinants
The
factors
determining
the
quantitative
and
qualitative
deployment of M&A communication
and its adjustment to the varying
preconditions of different transactions
Secondary as well as primary data led to the
conclusion that M&A communication is of high
significance to the success of an M&A
transaction and can impact its results. Even if
M&A communication can never be the single
most important factor, determining merger
success or failure, corporations acknowledging
the significance of best-practice M&A
communication have a higher M&A success
probability and avoid opportunity costs.
As described in more detail in section `The
significance of M&A communication for the
overall success of a transaction', page 51, M&A
communication derives its significance from the
functions it fulfills. In the course of the interviews,
those functions could be identified as
reputation function, manipulation function,
information function, acceptance function,
action function, security function, and
motivation function. In the context of post-
merger integration communication, especially
the possibility to decrease employees' level of
change resistance, uncertainty, frustration and
demotivation is of particular value to
transaction success.
Even if communication per-se is a qualitative,
not a quantitative factor, the study at hand
concludes that there are ways to assess and
evaluate
communication
success.
If
communication is ranked against what
communication can possibly accomplish,
communication success can be defined and
measured (c.f. section `The assessment of M&A
communication success', page 57).
As communication is significant to M&A
transaction success and as communication
success is measurable, the following part of the
study focuses on general determinants and
indicators, determining M&A communication
success.
VI
It is found that there are five key-success
factors,
essentially
determining
M&A
communication success (c.f. section `The
general determinants: Key success factors of
M&A communication', page 63):
Communication controlling
Communication consistency
Strong argumentation construct
Communication support
Communication integration and
communication teams
Those factors are of utmost importance to
communication success but are independent
from the structure of a given transaction. It is
thus necessary to turn to a second group of
factors, the individual success factors, which
determine how a communication strategy has
to be adjusted to the preconditions of a
particular transaction in order to meet the
requirements of the key success factors ( c.f.
section
`The
individual
determinants:
Determinants
fort
he
quantitative
and
qualitative
deployment
of
M&A
communication`, page 71).
With regard to the outcomes of the primary
and secondary research, conducted, the
author could conclude that those individual
determinants are:
Transaction size
The desired level of integration
The desired level of control
The quality of the transaction
The shareholder structure
Those factors serve as contributions or
constraints to M&A communication success
and
determine
the
appropriate
communication strategy.
Taking into consideration the results of this
study, the author is able to give several
recommendations:
M&A communication is a powerful tool to
increase the success probability of M&A
transactions. As its benefits by far outweigh its
costs, it should be an integral part of an M&A
transaction regardless of size, intention or
structure.
M&A communication on the other hand,
should not be overestimated. The quality of the
transaction itself has to match the transaction
motives. Communication can not make up for
structural weaknesses of the transaction and
any successful M&A communication requires
the backup of strong arguments.
If M&A communication should unfold its full
potential it has to be done right. There is a price
to be paid if M&A communication is
implemented poorly or not at all. It is thus
advisable
to
deliberately
plan
M&A
communication and to use the resources
provided
by
M&A
communication
professionals.
VII
V. Table of Contents
I. Disclaimer ... II
II. Acknowledgements... III
III. Foreword ... IV
IV. Executive Summary... V
V. Table of Contents ...VII
VI. Table of Figures ...IX
VII. Research Report ...1
1.
Introduction ...1
1.1.
External growth and communication as global trends...2
1.2.
M&A Failure and Corporate Communications...6
1.3.
Aims and objectives...8
1.4.
Conceptual approach and general structure of the work ...9
1.5.
Limitations and focus of this study ...12
1.5.1.
Conceptual limitations/focus ...12
1.1.2.
External constraints...12
1.5.3.
Research Limitations...12
1.6.
Terminology...13
2.
Literature Review ...14
2.1.
Sources of literature...14
2.2.
Quantitative and qualitative evaluation of existing literature ...14
2.3.
Deficits of existing literature and implication for this study...16
3.
Research methodology...17
3.1.
Time frame ...17
3.2.
Secondary research...17
3.3.
Primary data ...18
4.
Outcomes of the study ...19
4.1.
The nature of M&A communication ...21
4.1.1.
The free market for corporate control...21
4.1.2.
Mergers and acquisitions defined ...22
4.1.3.
The aims of M&A transactions ...23
4.1.4.
The M&A process ...25
4.1.5.
Corporate Communications defined...27
4.1.6.
Corporate Communications success and the aims of corporate communications...28
4.1.7.
The communication process ...30
4.2.
Strategic Communication in Mergers and Acquisitions ...36
4.2.1.
M&A Communication and time ...36
4.2.1.1.
Pre-Deal Communications...36
4.2.1.2.
Deal Communications...36
4.2.1.3.
Post-Deal Communication...37
4.2.1.4.
Time Management...38
4.2.2.
M&A Communication and the transaction framework ...38
VIII
4.2.2.1.
Stakeholders ...38
4.2.2.2.
Transaction type ...42
4.2.2.3.
Capital markets and legal aspects stock exchange disclosure rules...44
4.2.2.4.
Communication consultants ...46
4.2.2.5.
Media...49
4.3.
The significance of M&A communication for the overall success of a transaction...54
4.3.1.
The significance of external communication...55
4.3.2.
The significance of internal communication ...58
4.4.
The assessment of M&A communication success...60
4.5.
Limitations of M&A communication...63
4.5.1.
Structural limitations of M&A communication...63
4.5.2.
External limitations of M&A communication...63
4.5.3.
Communication Myths A critical approach to the role of M&A communication ...64
4.6.
The general determinants: Key success factors of M&A communication...66
4.6.1.
Key success factors of M&A communication Literature research...67
4.6.2.
Key success factors of M&A communication - Interviews ...70
4.6.3.
Key success factors of M&A communication balanced evaluation...72
4.7.
The individual determinants: Determinants for the quantitative and qualitative deployment of
M&A communication...74
4.7.1.
The individual success factors as constraints or contribution to M&A communication success ...74
4.7.2.
The individual success factors as indicator for the appropriate communication strategy ...76
4.8.
Planning the implementation the link to the operational level...79
5.
Conclusion and recommendation...81
IX. Glossary...83
X. Bibliography of references ...86
Books ...86
Newspaper/Magazine Articles ...88
Research Reports ...89
Internet Documents ...90
Interviews ...91
IX
VI. Table of Figures
Figure 1: HP-Compaq Merger announced on CNN...2
Figure 2: M&A Activity U.S. and U.S. Cross Border Transactions 1968-2002 ...3
Figure 3: M&A transactions and performance ...6
Figure 4: Argumentation Concept...10
Figure 5: Sources of literature ...14
Figure 6: Time frame of the study ...17
Figure 7: Types of corporate combinations...22
Figure 8: Risk and intensity of corporate combinations ...22
Figure 9: The M&A process ...25
Figure 10: The communication process ...31
Figure 11: The M&A communication process ...34
Figure 12: M&A communication and time ...35
Figure 13: Post merger integration information needs ...37
Figure 14: Stakeholders in mergers & acquisitions...39
Figure 15: The significance of M&A communication...54
Figure 16: The functions of M&A communication ...55
Figure 17: The assessment of communication success ...61
Figure 18: M&A communication - Key success factors - literature...70
Figure 19: M&A communication - Key success factors - interviews ...72
Figure 20: The individual determinants of M&A communication success ...76
Figure 21: Communication planning ...79
Figure 22: Communication plan...80
X
...on corporate communications
thought
is not
said
said
is not
heard
heard
is not
understood
understood
is not
agreed
agreed
is not
applied
applied
is not
maintained
1
1
in reference to ,,grow.up." Managementberatung GmbH, Germany, 2002
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
1
VII. Research Report
1. Introduction
Public approval is the initial prerequisite to any
business transaction. Without a minimum
support from the environment, it is impossible to
ensure the sustainable success of any business
undertaking.
Especially in the area of merger and acquisition
transactions, where numerous external and
internal stakeholders are involved, interested
and affected, every corporation must manage
communication. Corporate communications
with its sub groupings investor relations, public
relations and internal communications is the
discipline
exercising
communication
management and serving as a link between a
corporation and its environment.
Over the last years, more and more companies
realize the value inherent to strategic
communication
management
and
the
differential
advantage
of
best-practice
corporate communications.
2
In the last two years, the author worked as an
intern
with
a
financial
communication
consultancy in Frankfurt, Germany, and with a
2
c.f. Stocker, Kurt P.; ,,Customer Relations Lost in the
Shuffle"; from: Caywood, Clarke L.; "The Handbook of
Communications in Corporate Restructuring and
Take-overs"; p. 125; ref. nr.: 04.96.04.166
consultancy
specialized
in
mergers
&
acquisitions in Zurich, Switzerland.
During the time there, the author gained an
insight
into
the
issues
involved
in
communicating an M&A transaction as well as
in the strategic execution of M&A deals. Many
challenges that merging companies are faced
with are the result of insufficient corporate
communications and poor communication
management. Strongly influenced by what the
author has learned so far and strongly
interested in this area, he decided to combine
those areas of expertise and to try to add value
to the discussion on the role of corporate
communications in mergers and acquisitions.
"All business in a democratic society begins
with public approval. The purpose of public
relations is to deserve and maintain public
approval."
(Arthur W. Page, from Caywood, Clarke L.; "The
Handbook of Communications in Corporate
Restructuring and Take-overs"; p. ix; ref. nr.:
04.96.04.127)
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
2
Figure 1: HP-Compaq Merger announced
on CNN
1.1. External growth and communication
as global trends
Over the last decades, the management of
corporate change and especially of mergers
and acquisitions has become an integral part
of the corporate life-cycle and one of the key
success factors contributing to the sustainable
development of any business organization.
During the last 35 years, M&A transactions have
become one of the most important tools in
realizing growth and the mean of choice for
most of the so-called global players
3
. Especially
in saturated markets, where growth is mainly
achieved by increasing market share, M&A
transactions are a powerful tool in gaining
competitive
advantage
and
realizing
economies of scale and scope.
3
Whalen, Patricia T.; " Dispelling Myths:
Communication in Mergers & Acquisitions"; page 1;
ref. nr.: 04.41.04.243
After the small-scale, growth-driven acquisitions
between 1950 and 1970, the 1980s were
marked by huge management and leveraged
buyouts and take-over battles.
In the 90s, liberalization of markets and the new
information
technologies
created
the
emergence
of
the
first
transnational
companies. Since then, worldwide M&A
activities have emerged on a truly global scale
and are among the most significant results of
globalization and the new international division
of labor. Today, corporate take-overs are
clearly the predominant shaping of intra-
industry direct investments
4
.
From an international perspective, the U.S.,
followed by the U.K and Germany (transaction
value 27 bill., 199 transactions in 2002) are the
largest markets for corporate control
5
.
4
Stein, Ingo; "Motive für Internationale
Unternehmensakquisationen"; page 1; ref. nr.:
09.410.09.452
5
KPMG; "Pressemitteilung 24. Juni 2002, M&A-Markt
am Boden"; p. 3; ref. nr.: 03.100.00.00
H-P, Compaq agree to $25 billion merger
September 4, 2001 Posted: 5:44 AM EDT (0944 GMT)
NEW YORK (CNN) -- The world's second biggest computer maker, Hewlett-Packard and third-ranked Compaq
Computer will merge in a $25 billion stock deal, the companies announced Monday.
HP and Compaq confirmed a "definitive merger agreement" which they said would create a new Hewlett-Packard with
total revenue of $87.4 billion, and save $2.5 billion in costs a year.
The agreement comes at a time of depressed sales and earnings in the information technology industry, with many high-
tech companies forced to slash their workforces as demand shrivels.
The new HP will have earnings of about $3.9 billion and would rank second only to IBM, which has annual sales of about
$90 billion. Under the terms of the agreement, unanimously approved by both boards, Compaq shareowners will receive
0.6325 of a newly issued HP share for each share of Compaq. That gives the merger a current value of about $25 billion.
HP, Compaq to split company 64-36
The companies said HP shareowners will own approximately 64 percent and Compaq shareowners 36 percent of the
merged entity.
HP, based in Palo Alto, California, reported sales of $47 billion in its most recent 12-month period, while Compaq, based
in Houston, Texas, had sales of $40 billion.
However the companies have seen their sales fall by 5 percent and 13 percent respectively in recent periods, and both
have announced profit and job cuts.
Dell, now the fourth ranked computer company with revenues of $33 billion, will move to third once the merger is
completed.
Source: http://www.cnn.com/2001/BUSINESS/asia/09/04/hp.compaq/
© 2003 Cable News Network LP, LLLP.
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
3
Figure 2: M&A Activity U.S. and U.S. Cross
Border Transactions 1968-2002
Concentrating on the European Union, M&A
transactions involving corporations located in
Europe, have reached a level of 70 billion
6
in
the third quarter 2002.
7
The number of transactions as shown in figure 2
"M&A Activity U.S. and U.S. Cross Border
Transactions 1968-2002"
8
sustains the thesis of
M&A activities as the global corporate
6
All financial data originally calculated in U.S. Dollar
have been converted to Euro values to facilitate
readibility. As calculation base, the U.S. Dollar Euro
exchange rate of May 29th, 2003, 1 equalt 1.19 U.S.
$ was used.
7
Shmukler, Evelina, ,,M&A Activity in Europe Falls
Amid Uncertainty". The Wall Street Jounal Europe. UK,
09/27/02, pg. M6; ref. nr.: 03.13.00.00
8
Own figure; data source: Mergerstat; M&A Activity
U.S. and U.S. Cross-Border Transactions; ref. nr.:
03.414.00.00;
Value in this diagram reflects the base equity price
offered; The nr. of deals reflects all transfers of
mega trend. Not only the absolute number of
deals has risen from 4,462 in 1968 to 7,411 in
2000 but also in terms of volume, the
transaction value has increased from 36.9 bill.
to 371.4 bill. The number of deals has now
reached 166% compared to 1968, the
transaction value has reached 1004%. So far,
the highest number of deals was counted in
2000 (11,123 deals) and the highest deal-value
was reached in 1999 ( 1,165.5 bill.).
Current figures are down as a reaction to the
world-wide economic slowdown. In the first half
of the year 2002, the value of world-wide M&A
deals announced has dropped by 56% (from
ownership of at least 10% of a corporation's common
equity where the purchase price is at least $ 1000 000.
The basis population includes entities where at least
one of the parties is a U.S., European or Canadian
corporation, only.
M&A activities since 1968
0
2000
4000
6000
8000
10000
12000
19
68
19
70
19
72
19
74
19
76
19
78
19
80
19
82
19
84
19
86
19
88
19
90
19
92
19
94
19
96
19
98
20
00
20
02
year
N
r.
o
f d
ea
ls
0
200
400
600
800
1000
1200
1400
1600
V
al
ue
o
f d
ea
ls
($
bi
l)
Deals per year
Value of deals
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
4
1,082 bill. to 475 bill.) and the number has
dropped by 29% (from 1,1761 to 8,340)
9
.
However, this is only a temporary process and in
the long run, the importance of M&A
transactions will grow.
According to a recent article by Mitchell Lee
Marks in the "Journal of Organizational Change
management", several trends are to be
identified in the global M&A business
10
:
Globalization
and
information
technologies enable deals which were
not possible in earlier decades and
make it necessary to invest on a global
basis.
Acquiring technologies has often
become
easier
than
in-house
development.
The value of transactions conducted
grows steadily and leads to the so-
called mega-deals. (c.f. figure 2)
Whole industries such as banking and
finance, medical and healthcare and
computer hard and software are
changed by M&A transactions.
11
Post Merger Integration and especially
human
resource
management
becomes more and more important to
the success of a deal as today's
industries are based mainly on
information and the knowledge of their
employees.
9
KPMG; "Pressemitteilung 24. Juni 2002, M&A-Markt
am Boden"; p. 1; ref. nr.: 03.100.00.00
10
Marks, M.L.; "Consulting in Mergers and
Acquisitions"; Journal of Organizational Change
Management; 3/1997; pp. 267-279; ref. nr.:
04.75.04.291
11
Mergerstat; M&A Activity U.S. and U.S. Cross-Border
Transactions per industry; ref. nr.: 03.414.00.00;
Communication and information are clearly the
buzz-words of the 1990s.
Globalization, the internet, new technologies,
mobile communication nearly all of the new
developments of the last years are somehow
related to the area of communication and
communication technologies. A large part of
the workforce today and an even larger part of
the future workforce creates processes and
disseminates information and is involved in a
global communication process.
Advanced means of communication and
information have enabled industries and
investors to produce and invest on a global
scale. Information about virtually every
corporation is readily available to everyone
connected to the global information highways
and has created the possibility to allocate
financial resources, globally. It seems that
without
the
new
communication
and
information
technologies,
many
M&A
transactions would never have taken place.
Corporate communication has always played
a role in corporate development and M&A
transactions. Today, the need to communicate
projected on each larger corporation is much
higher. Stakeholders of a corporation are now
to be found world-wide. Connected to and
investing on the global financial markets, all
those stakeholders need and want to get
insight into the respective corporations and
want to be part of the communication process.
The audience for corporate communications
,,Man kann nicht nicht kommunizieren!"
(You cannot not communicate!)
Prof. Dr. Paul Watzlawick,
Kommunikationsexperte
Dürr, Investor Relations, Oldenbourg 1995,
p.1
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
5
has multiplied, but so did the tools which can
be
used in exercising
the
corporate
communications process.
As ownership today is widespread and further
separated from management than ever before
(outsider vs. insider system
12
), it is nearly
impossible for investors to gain direct access to
multinational corporations. Additionally, the
huge number of different investment possibilities
and the growing complexity of corporations
and products increases the need for
information and communication. Corporate
communications is the tool to reduce the
agency problem, the principal agent
conflict
13
, and to reduce agency costs.
Especially in the area of M&A transactions,
where correct information is necessary to
facilitate
the
decision-making
process,
corporate communication can and must play
an important role.
12
Outsider and Insider Systems are terms, used to
describe two different types of corporate
governance systems. In an insider system, the few,
large shareholders have direct access to corporate
information and can exercise decision-making power
e.g. via the supervisory board of a corporation. The
need for external communication and information
dissemination as well as for external control and audit
processes is low.
In an outsider system, however, ownership is
widespread and most of the owners have no direct
access to company data. The need for formal
structures, external control and auditing as well as for
reliable information and communication is much
higher. Communication here is capital market and
shareholder driven.
13
The agency problem or the principal agent
conflicts are terms used to describe a development
which occurs if ownership and control of a
corporation are separated from each other. The
owners of a company are called principals, whereas
those managers with no ownership who exercise
decision making power are called agents. Decision-
making managers are often confronted with the
situation to choose between their own welfare and
the welfare of the owners, the shareholders of a
corporation. To force the managers to act in the
shareholders best interest, several measurements, one
of them is communication and information, are used.
Costs, incurring with those measurements to prevent
`fraud' or costs resulting from managements'
inappropriate behaviour are called agency costs.
c.f. Dunn, John; "Auditing Theory and Practice";
Prentice Hall 1996; pp. 3-5
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
6
1.2. M&A
Failure
and
Corporate
Communications
Despite the growing number of M&A deals and
the huge potential benefits proposed while
deals are announced, many transactions fail to
produce the desired outcomes in the long
run
14
. According to Patricia T. Whalen who has
examined the M&A transactions of the last
years, some patterns are to be found:
Only a minority of transactions reach
their financial and strategic objectives.
A significant number of transactions do
not influence shareholder value at all.
A majority of corporate combinations
destroy shareholder value.
Recently combined corporations are
likely to underperform their industry and
to be sold off after some years.
In some cases, investors would have
earned more while making a deposit
on their savings account instead of
conducting an M&A transaction.
The relationship between the desired results of
M&A transactions and the outcomes produced
in reality has been subject to extensive research
during the last years. The following research
studies shown in figure 3 "M&A transactions and
Performance" should give a brief overview of
the current success-rate of M&A transactions.
Figure
3:
M&A
transactions
and
performance
14
Whalen, Patricia T.; " Dispelling Myths:
Communication in Mergers & Acquisitions"; page 1;
Nr.
Research Study
Outcome
Source
1
Davidson, K.M."Why acquisitions may not be the best route to innovation"; 1991
Elsass, P.M.; Veiga, J.F.; "Acculturation in acquired organizations: a force-field
perspective"; 1994
Lubatkin, M.H.; "Mergers and the performance of the acquired firm"; 1983
Fewer than 20% of corporate combinations achieve
their desired financial or strategic objectives.
2
Zweig, P.L.; "The case against mergers"; 1995
50% of corporate combinations valued at $500
million or more destroyed shareholder value, 30%
had a minimal impact and only 17% created value.
3
Mercer Management Consulting; "Report on Mergers and Acquisitions"; 1997
48% of merged corporations underperform
their industry three years after the transaction.
3
Morgenson, G; "Riding a new wave of mergers"; 1998
Two-thirds of corporate combinations leave
shareholders
worse off.
4
Bleeke, J.; Ernst, D.; "Collaborating to compete: Using strategic alliances
and acquisitions in the global marketplace"; 1993
Kitiching, J.; 1987; "Why do mergers miscarry?", 1987
Porter, M.; "From competitive advantage to corporate strategy
Corporate combinations have negative effects of
shareholders
5
KPMG; "Unlocking shareholder value; The keys to success
53% of corporate combinations destroy value,
30% make no difference, 17% create value
Kelly, John; Cook, Colin;
Spitzer, Don; Unlocking
Shareholder Value: The Keys
to Success; KPMG; UK;
1999; ref. nr.: 12.124.00.00
6
Chicago Tribune, A.T. Kearny, 1990-1999
69% of corporate combinations underperform their
industry average in terms of shareholder return
Armour, Eric; Improve the
odds of M&A success;
Managementfirst;
www.managementfirst.com;
10/18/2002; ref. nr.:
09.04.00.00
7
Pritchett, P.; Robinson, D.; Clarkson, R.; "After the Merger:
The Authoritative Guide for Integration Succes"; 1997
50% of corporate combinations fail to live up
to their creators' expectations.
8
Lefkoe, M; "Why so many mergers fail"; 1987
33% of acquired companies are sold off within five
years; 90% never live up to financial expectations
9
Magnet, M.; "Acquiring without Smothering"; 1984
Two-thirds of corporate combinations never earned
as much as the acquirer would have made by
investing the same money in a bank deposit
Whalen, Patricia T.;
Dispelling Myths:
Communication in Mergers &
Acquisitions; Northwestern
University; USA; 10/03/2002;
ref. nr.: 04.41.00.00
Balmer, John, M.T.; Dinnie;
Keith; Corporate Identity and
corporate communications:
the antidote to merger
madness; Corporate
Communications: An
International Journal; Volume
4, Number 4, MCD University
Press; UK; 1999; ref. nr.:
04.19.00.00
Marks, Mitchell Lee;
Consulting in Mergers and
Acquisitions; Journal of
Organizational Change
Management; Volume 10
Number 3 1997; pp. 267-279;
MCB University Press; USA;
1997; ref. nr.: 04.75.00.00
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
7
Trying to learn from the experiences made with
earlier transactions and trying to improve the
success rate of Mergers and Acquisitions, it is
important to focus on the factors determining
the performance of those transactions and to
examine how those determinants inter-depend
on- and inter-relate with each other in causing
failure or success.
One factor which has a significant influence on
the success rate of M&A transaction is
Corporate Communications.
M&A transactions require coordinated decision
making processes, involving a large number of
different interest groups. Communication
management is a tool which can be used to
facilitate and smoothen all stages of the
transition process from the pre-deal phase to
the post-merger integration process.
The performance of an M&A transaction is co-
determined
by
internal
and
external
stakeholders' expectations of the impacts of
the transaction.
Those expectations are mainly based on
information gathered in the pre-transaction-
phase
or
through
informal
information
channels
15
. Corporate communication must
inform, explain, and seek approval from those
who affect the outcome of the transaction by
exercising their decision-making power as well
as with those who are affected by the change.
Internal stakeholders such as employees, who
are faced with uncertainty, fears concerning
their future and other negative effects
organizational change could bring, are very
ref. nr.: 04.41.04.243
15
Risberg, Annette; Ambiguity and communication in
cross-cultural acquisitions: towards a conceptual
framework; Leadership & Organizational
Development Journal; Volume 18 Nr. 5 1997; pp. 257-
266; MCB University Press; UK; 1997; ref. nr.: 04.27.00.00
likely to develop change resistance stress and
disappointment and need consistent, steady
communication
16
.
External stakeholders such as investors need
reliable communication to agree in the
favorability of the transaction and to build faith
in the new corporate combination.
Despite the important role communication can
play in M&A transactions, it is understood that
communication can never be the factor
determining whether an M&A transaction is an
economically
favorable
and
feasible
alternative. Only if the initial prerequisites are
met and the economic reasoning behind a
proposed transaction is visible, communication
can make a difference.
Best-practice communication can never
guarantee the success of a transaction. Other
factors will always be stronger and poor
communication will never be the only factor
responsible for the failure or success of a
transaction.
16
Risberg, Annette; Ambiguity and communication in
cross-cultural acquisitions: towards a conceptual
framework;
Leadership
&
Organizational
Development Journal; Volume 18 Nr. 5 1997; pp. 257-
266; MCB University Press; UK; 1997; ref. nr.: 04.27.00.00
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
8
1.3. Aims and objectives
Representing the results of the author's own
research and thoughts and giving an overview
of the existing literature, this study should give
an
insight
into
the
area
of
M&A
communication.
To establish the basis for the main part of the
study and as an introduction to the topic, the
M&A process and M&A communication in
general are considered. As a first step, the
significance of communication for the overall
success of an M&A transaction is highlighted.
Key success factors, the general determinants
of M&A communication are closely examined.
The individual determinants which stipulate the
communication strategy development and the
quantitative and qualitative deployment of
communication tools on an operational and
strategic level are discussed. The last step
provides guidance for achieving excellence in
M&A transactions by best-practice corporate
communications.
There is a large variety of existing literature
dealing
with
the
topic
of
corporate
communication in mergers and acquisitions.
However, from the author's point of view, there
is still more research to be done in order to be
able to advise management staff in
establishing best-practice M&A management.
The main aims and the key research areas of
the work at hand are:
1.
To discuss the significance of corporate
communications for the overall success
of an M&A transaction.
2.
To establish the general determinants,
the key success factors of M&A
communication.
3.
To
examine
the
individual
determinants, the factors determining
the
quantitative
and
qualitative
deployment of M&A communication.
To be able to achieve those aims, several
objectives have to be met:
To give an insight into previous
literature and to combine this with own
findings and the experience of the
interview partners.
To describe the research methodology
used in creating this study.
To define and explain the terminology
used and to give definitions for key
terms such as M&A transaction or
corporate communications success.
To explain the M&A transaction process
and to examine how communication is
integrated in the different process
steps.
To
describe
the
communication
process and its participants.
To highlight the different interest groups
involved in an M&A transaction
To examine the relationship between
corporate
communications,
the
transaction framework and different
types of transactions.
To describe different methods in the
assessment of M&A communication
To highlight the constraints and
limitations
of
corporate
communications in M&A transactions.
To describe key activities in the
implementation process.
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
9
1.4. Conceptual approach and general
structure of the work
After carefully studying existing literature on the
topic and after several discussions with working
professionals in the communication business,
the work at hand is structured according to six
basic assumptions. Those theses are key in
understanding how M&A transactions and
corporate communications are inter-related
with each other.
Basic assumptions:
1.
Corporate communications can have
a significant influence on the success
of M&A transactions.
2.
The success of M&A communication is
determined
by
some
general
determinants, the key success factors.
Those factors are prerequisites which
always have to be met to maximize the
potential benefits of communication.
They are general, strategic principles
and independent from a given
transaction.
3.
To meet those requirements, a
communication strategy has to reflect
the specific conditions of a given
transaction. The strategy defines the
quantitative
and
qualitative
deployment
of
strategic
communication
and
operational
communication
tools.
4.
The
quantitative
and
qualitative
deployment of communication and
communication tools is stipulated by
some individual determinants which
are defined by the respective
transaction.
5.
The general as well as the individual
determinants can be defined and their
inter-relations can be described.
6.
It is
possible
to
describe
the
contribution of communication to the
success of an M&A transaction.
Communication success is always a
combination of several factors. It is not
possible to generalize the part-worth of
each
communication
factor
contributing to the overall benefit of
M&A communication.
Communication per-se is a qualitative factor
which is always exercising influence on and
getting
influenced
by
external
non
communication factors. The benefit that
communication can contribute to the overall
success of a transaction is mainly determined
by the structure of the transaction itself.
The focus of this study is to optimize
communication and to concentrate on the
benefits communication can deliver; not to
optimize the whole M&A and post merger
integration
process.
All
external
non-
communication factors influencing M&A
performance
are
held
ceteris
paribus.
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
10
Figure
4:
Argumentation
Concept
*Failure in Mergers & Acquisitions can either be defined as failure to produce the proposed effects in the post
merger phase or as failure to be able to conduct the transaction up to the closing phase.
** All external factors which may influence the performance of M&A communication are held ceteris paribus.
***M&A communication success is defined by the marginal benefit of any change in the communication
strategy. As the marginal benefit equals zero, the communication success is in its maximum. Communication
success here does not refer to the success of the overall transaction. It reflects the degree to which the
potential benefits of communication are used.
Argumentation Concept: Strategic Corporate Communications in Mergers and Acquisitions
Im
p
ro
ve
d
M
&
A
P
ro
c
e
ss
Improved general
M&A management
Focus of the study/ key research areas:
1.
The significance of communication
for the success of an M&A
transaction
2.
General determinants:
The key success factors of M&A
communication
3.
Individual determinants:
The determinants for the
quantitative and qualitative
deployment of strategic and
operational communication
M&A Success/ Lower failure rate (Chapter 5)
Re
su
lts
Ex
ist
in
g
Pr
o
b
le
m
High failure rate of M&A deals*
(Chapter 1.2)
Need for successful
M&A
communication***
(Chapter 1.2)
Need for successful
structural, ,
organizational, and
financial M&A
management
Pr
e
re
q
ui
sit
e
Non-communication
factors influencing
M&A success
Communication has
a significant
influence on the
success of an M&A
transaction
(Chapter 4.3)
General determinants:
The success of M&A communication** is determined by some
key success factors.
Those factors are requirements which have to be met to
produce the maximum benefits (the minimum opportunity
costs)
(Chapter 4.6)
Strategy formulation:
To meet those requirements, a
strategy has to be developed and
implemented which reflects the
specific conditions of a given
transaction.
(Chapter 4.6, 4.7)
Strategic level: Quantiative and
qualitative definition of the
deployment of commnication
Operational level: Quantitative
and qualitative definition of the
operational measurements and
the implementation
Individual
determinants:
Determinants of
quantity and quality
of both, strategic
and operational
communication:
Defined by the
properties of a
specific transaction
(Chapter 4.6)
In
d
e
p
e
n
d
e
nt
fr
o
m
a
sp
e
c
ifi
c
tr
a
n
sa
c
tio
n
D
e
p
e
n
d
e
n
t
o
n
a
s
p
e
c
ifi
c
tr
a
ns
a
c
tio
n
*Failure in Mergers & Acquisitions can either be defined as failure to produce the proposed effects in the post
merger phase or as failure to be able to conduct the transaction up to the closing phase.
** All external factors which may influence the performance of M&A communication are held ceteris paribus.
***M&A communication success is defined by the marginal benefit of any change in the communication
strategy. As the marginal benefit equals zero, the communication success is in its maximum. Communication
success here does not refer to the success of the overall transaction. It reflects the degree to which the
potential benefits of communication are used.
Argumentation Concept: Strategic Corporate Communications in Mergers and Acquisitions
Im
p
ro
ve
d
M
&
A
P
ro
c
e
ss
Improved general
M&A management
Focus of the study/ key research areas:
1.
The significance of communication
for the success of an M&A
transaction
2.
General determinants:
The key success factors of M&A
communication
3.
Individual determinants:
The determinants for the
quantitative and qualitative
deployment of strategic and
operational communication
M&A Success/ Lower failure rate (Chapter 5)
Re
su
lts
Ex
ist
in
g
Pr
o
b
le
m
High failure rate of M&A deals*
(Chapter 1.2)
Need for successful
M&A
communication***
(Chapter 1.2)
Need for successful
structural, ,
organizational, and
financial M&A
management
Pr
e
re
q
ui
sit
e
Non-communication
factors influencing
M&A success
Communication has
a significant
influence on the
success of an M&A
transaction
(Chapter 4.3)
General determinants:
The success of M&A communication** is determined by some
key success factors.
Those factors are requirements which have to be met to
produce the maximum benefits (the minimum opportunity
costs)
(Chapter 4.6)
Strategy formulation:
To meet those requirements, a
strategy has to be developed and
implemented which reflects the
specific conditions of a given
transaction.
(Chapter 4.6, 4.7)
Strategic level: Quantiative and
qualitative definition of the
deployment of commnication
Operational level: Quantitative
and qualitative definition of the
operational measurements and
the implementation
Individual
determinants:
Determinants of
quantity and quality
of both, strategic
and operational
communication:
Defined by the
properties of a
specific transaction
(Chapter 4.6)
In
d
e
p
e
n
d
e
nt
fr
o
m
a
sp
e
c
ifi
c
tr
a
n
sa
c
tio
n
D
e
p
e
n
d
e
n
t
o
n
a
s
p
e
c
ifi
c
tr
a
ns
a
c
tio
n
Argumentation Concept: Strategic Corporate Communications in Mergers and Acquisitions
Im
p
ro
ve
d
M
&
A
P
ro
c
e
ss
Improved general
M&A management
Focus of the study/ key research areas:
1.
The significance of communication
for the success of an M&A
transaction
2.
General determinants:
The key success factors of M&A
communication
3.
Individual determinants:
The determinants for the
quantitative and qualitative
deployment of strategic and
operational communication
M&A Success/ Lower failure rate (Chapter 5)
Re
su
lts
Ex
ist
in
g
Pr
o
b
le
m
High failure rate of M&A deals*
(Chapter 1.2)
Need for successful
M&A
communication***
(Chapter 1.2)
Need for successful
structural, ,
organizational, and
financial M&A
management
Pr
e
re
q
ui
sit
e
Non-communication
factors influencing
M&A success
Communication has
a significant
influence on the
success of an M&A
transaction
(Chapter 4.3)
General determinants:
The success of M&A communication** is determined by some
key success factors.
Those factors are requirements which have to be met to
produce the maximum benefits (the minimum opportunity
costs)
(Chapter 4.6)
Strategy formulation:
To meet those requirements, a
strategy has to be developed and
implemented which reflects the
specific conditions of a given
transaction.
(Chapter 4.6, 4.7)
Strategic level: Quantiative and
qualitative definition of the
deployment of commnication
Operational level: Quantitative
and qualitative definition of the
operational measurements and
the implementation
Individual
determinants:
Determinants of
quantity and quality
of both, strategic
and operational
communication:
Defined by the
properties of a
specific transaction
(Chapter 4.6)
In
d
e
p
e
n
d
e
nt
fr
o
m
a
sp
e
c
ifi
c
tr
a
n
sa
c
tio
n
D
e
p
e
n
d
e
n
t
o
n
a
s
p
e
c
ifi
c
tr
a
ns
a
c
tio
n
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
11
The study at hand consists of five main parts.
Part 1
The introduction provides some general
information concerning the area of mergers
and
acquisitions
and
corporate
communications. It establishes the concept
and focus of the study and gives insight in the
terminology used. Furthermore, part 1 considers
the limitations of this study.
Part 2
Provides an overview over existing literature on
the topic and how existing works have
influenced this study.
Part 3
Discusses the research methodology used and
limitations of the method chosen.
Part 4
The empirical findings section is subdivided into
smaller groupings.
As a first step, the nature of M&A
communications is explained by giving insight
into the M&A process and corporate
communications in general.
The second part focuses on strategic corporate
communications in mergers and acquisitions.
The next section discusses in detail the
significance of corporate communications for
M&A success.
This is followed by the general determinants for
communication success the key success
factors.
The fourth section considers the individual
determinants, communication on operational
and strategic levels and implementation
guidelines.
Part 5
Gives
recommendations
and
draws
a
conclusion.
The study is followed by a comprehensive
appendix
(bibliography
of
references,
appendix A-C). Several smaller appendices
provide
information
on
the
interviews
conducted, the internet sources used and the
respective reference database (appendix C).
Stra te gi c Corpora te Communi cati ons i n Me rge rs & A cqui si ti ons
12
1.5. Limitations and focus of this study
1.5.1. Conceptual
limitations/focus
The study at hand does neither tries to examine
the general determinants for M&A success or
failure nor does it try to give guidelines for
structural improvements of the M&A process
itself. The focuses of this study are exclusively
the communication aspects of mergers and
acquisitions. As described in the part "Aims and
objectives", special attention is given to the
issue of how communication impacts the
merger process and which factors drive
communication success. As there is still a lot of
room for improvement in the M&A business,
there might be lots of non-communication-
related factors which may be more significant
to merger success. Those influences cannot be
considered here and have to be held ceteris
paribus.
As communication practices, legal frameworks
and organizational backgrounds are subject to
major differences from country to country, the
framework of Germany, the European Union
and the United States of America is used with
regard to legal aspects and communication
practices. Taking into consideration the wide-
spread variances of the different European
countries was impossible in most of the cases.
1.5.2.
External constraints
This study was written as a thesis project in part
fulfillment of the European Business Programme
at the Rotterdam Business School and the
University of Applied Sciences, Münster and
should mainly reflect the author's ability to
conduct a scientific work.
The author of this study is a student and not a
working professional in the area of corporate
communications. This fact clearly results in
constraints in time, financial resources and
knowledge.
1.5.3. Research Limitations
Apart from research sources described in the
part 2 "Literature review" most of the
intelligence on this subject is gained by highly
specialized communication consultancies. As
the knowledge of those corporations forms a
significant part of their competitive advantages
and an integral part of their customer
relationships, most of the research studies are
prepared for internal use, only. Due to
confidentiality reasons, most of those works are
not published or disclosed at all.
As this study was written and developed with
limited company collaboration, in complete
independence from any outside sponsor or
corporation (which in regard to many other
aspects is a great advantage) access to
research resources and sensitive information
was limited. Additionally, most of the research
reports available are written for business-to-
business clients and thus comparatively high
priced. Although there are some exemptions
and the company collaboration available,
especially in terms of interview-partners, was of
high value for the feasibility of this project, most
of the time, the author had to rely on
information
available
in
public.
Details
- Seiten
- Erscheinungsform
- Originalausgabe
- Jahr
- 2003
- ISBN (eBook)
- 9783832469580
- ISBN (Paperback)
- 9783838669588
- DOI
- 10.3239/9783832469580
- Dateigröße
- 1.4 MB
- Sprache
- Englisch
- Institution / Hochschule
- Hogeschool Rotterdam – Wirtschaft
- Erscheinungsdatum
- 2003 (Juli)
- Note
- 1,0
- Schlagworte
- kommunikation corporate communication change management unternehmenskommunikation
