Cross-Border Mergers and Acquisitions E-Book

Scott C. Whitaker

• Herausgeber: John Wiley & Sons
• Kategorie: Fachliteratur
• Serie: Wiley Finance Editions
• Sprache: Englisch

Seitenzahl: 740

Veröffentlichungsjahr: 2016

Beschreibung

Navigate cross border M&A for a flawless integration execution

Cross Border Mergers and Acquisitions is a practical toolbox for corporate strategy and development professionals dealing with the many challenges involved in cross border M&A. With a detailed discussion of key market specifics and broadly-applicable critical insight, this book demystifies the cross border M&A process and provides a host of practical tools that ease strategic implementation. A geographical overview explains the trends in major M&A markets including Australia, Brazil, China, Russia, the U.K., and the U.S., and industry-specific guidance covers Financial Services, Aerospace and Defense, Health Care, Tech, Manufacturing, and more. Leading experts relate lessons learned while managing actual PMI (post merger integration) processes, and the discussion of cultural impacts and specific situational needs provides deep insight into the type of leadership a flawless integration requires.

Corporate restructuring and internationalization efforts are increasingly relying on cross border mergers and acquisitions. Strategies, motives, and consequences are a complex navigational minefield, but this insightful guide provides solid, actionable guidance for leading a successful integration.

• Understand the region-specific details that make an impact
• Overcome common challenges and manage complex deals
• Gain practical insight and valuable tools for leading integration
• Learn the most current best practices for PMI® processes

Cross border M&A is complex, with myriad challenges and obstacles inherent to the situation. Successful integration and a smooth transition are critical, and there's little wiggle room—it's a situation where you have only one chance to get it right. Cross Border Mergers and Acquisitions is an essential guide to the process, with key tools for execution.

Leseprobe

ADDITIONAL PRAISE FOR CROSS-BORDER MERGERS AND ACQUISITIONS

“Chinese companies are making record-high investments in overseas mergers and acquisitions (M&A), but most of them lack successful practices in those endeavors. This book describes the strategy formulation, transaction planning, execution, and post-merger integration. It provides practical and excellent guidance for cross-border M&A. This is an M&A reference tool worthy of in-depth and repeated reading. In particular, this book not only elaborates the impact of cultural differences in overseas M&A deal execution and post-merger integration, but also provides practical and effective measures to cope with them, which is worthy of special attention and learning by Chinese companies.”

Lijun Liu, M&A Director of State Owned Asset, China Minmetals Corporation

“The compilations of 10 contributors provide the holistic view of the art and science of integration with a continual focus on strategy alignment and drive for accretive value—remarkably overlooked and misunderstood by many IMO practitioners.”

Jonathan E. Bunce, Senior Director, M&A Integration, Intel

“The reader will find many decades of hands-on cross-cultural leadership synthetized in practical concepts. The authors splendidly combine a holistic depiction with great depth on the critical topics. A must-read if you play any relevant role in a cross-border M&A or PMI.”

Helio A. Castano, Vice President, Administration and Integration, Bar-S Foods

“Most recent books about M&A focus on the need to ensure that the integration is based on the objectives and value drivers of the acquisition. In this book Whitaker takes this approach a step further by applying a cross-border lens. The result is both a good read and a great reference book for the M&A practitioner.”

Pat Belotti, Director of Corporate Development Integration, DocuSign

“A rich database for everyone involved in cross-border M&As; in many cases a ‘must' in today's world with globally distributed value chains. The combination of both breadth and depth in one context will attract both professional managers and readers in search of knowledge in this area for the first time.”

Arne Karlsson, Departing Chairman and Former CEO, Ratos

“Given my role at an M&A software company, I have read a library of M&A books. Cross-Border Mergers and Acquisitions easily rises to the must-read category for M&A practitioners at all levels. The material covers all topics comprehensively, makes complex situations easily understandable, and provides actionable advice to planning and executing global deals.”

Ari J. Salonen, PhD, President, Midaxo

“Cross-border mergers and acquisitions are among the very few strategic moves that can change the competitive position of a company almost overnight. This book provides a unique and comprehensive perspective on how cross-border M&As must be prepared, executed, and managed over the long run. It is a must-read for executives, consultants, and students interested in the topic.”

Bernard Garrette, Professor of Strategy and MBA Associate Dean, HEC Paris

“Cross-Border Mergers and Acquisitions provides the reader with practical, experience-based execution guidance in a complex area that is fraught with many value-destroying pitfalls. It's critical for M&A practitioners to understand the complexity and the cultural differences that are foundational to cross-border work. Without this understanding, value and synergy realization will be elusive.”  

 Janet Phillips, Senior Director, M&A Integration, Symantec, Inc.

“China's cross-border M&A thrives in recent years as the result of great success in economic growth. Besides sustained enthusiasm of inbound investments, capital-rich Chinese investors are increasingly interested in overseas valuable assets, not only in order to acquire natural resources or market entry but also to fulfill the capability gaps in technologies, management, and so on. I find that this book provides comprehensive and practical knowledge in cross-border M&A and believe that it could be helpful for those emerging Chinese players and their global counterparts.”

Yi Bao, CEO, Morgan Stanley Huaxin Securities, and Managing Director, Morgan Stanley  

Cross-Border Mergers and Acquisitions

Edited by

SCOTT C. WHITAKER

Cover image: © ImageFlow/Shutterstock Cover design: Wiley

Copyright © 2016 by John Wiley & Sons, Inc. All rights reserved.

Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada.

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Library of Congress Cataloging-in-Publication Data:

Names: Whitaker, Scott C., 1963– Title: Cross-border mergers and acquisitions / Scott C. Whitaker. Description: Hoboken : Wiley, 2016. | Series: Wiley finance | Includes index. Identifiers: LCCN 2016002841| ISBN 978-1-119-04223-5 (hardback) | ISBN    978-1-119-22744-1 (ePDF) | ISBN 978-1-119-22745-8 (ePub)| ISBN    978-1-119-26845-1 (obook) Subjects: LCSH: Consolidation and merger of corporations. | BISAC: BUSINESS &    ECONOMICS / Mergers & Acquisitions. Classification: LCC HG4028.M4 W485 2016 | DDC 658.1/62—dc23 LC record available at http://lccn.loc.gov/2016002841

To our families, clients, and colleagues . . . and to Sheila for keeping us all on task

Contents

Preface

About the Author

About the Contributors

PART One Cross-Border Strategy and Deal Planning

CHAPTER 1 Cross-Border Deal Evolution and Rationale

THE EVOLUTION OF M&A AND CROSS-BORDER DEALS

STRATEGIC MOTIVES

FACTORS INFLUENCING CROSS-BORDER DEALS

CHAPTER CHECKLIST

NOTES

CHAPTER 2 Cross-Border M&A Strategy and Deal Planning Essentials

M&A STRATEGY OVERVIEW

COMPONENTS OF CROSS-BORDER M&A STRATEGY

RESPONSIBILITIES AND ACCOUNTABILITY IN the ORGANIZATION

TARGET COMPANY CRITERIA

PREPARE AND PLAN FOR A CROSS-BORDER DEAL

CHAPTER CHECKLIST

CHAPTER 3 Legal, Financial, Social, and Political Interdependencies with Cross-Border Integration

INTRODUCTION

LEGAL IMPACT

FINANCIAL IMPACT

SOCIAL IMPACT

POLITICAL IMPLICATIONS

MANAGING EXTERNAL RISKS AND ISSUES

CHAPTER CHECKLIST

NOTES

CHAPTER 4 Trends and Leading Practices in Global M&A

GLOBAL TRANSACTION TRENDS IN THE POST–FINANCIAL CRISIS WORLD

THE M&A LIFE CYCLE

DEVELOPING A SUCCINCT CROSS-BORDER TRANSACTION STRATEGY

MATCHING M&A STRATEGY WITH TRANSACTION REALITY

SELECTING THE RIGHT CANDIDATE

PLANNING CROSS-BORDER DUE DILIGENCE

DEFINING SUCCESSFUL OPTIONS AND STRATEGIES FOR MITIGATING EXECUTION RISK IN CROSS-BORDER M&A TRANSACTIONS

CHAPTER CHECKLIST

CHAPTER 5 Cross-Border M&A: Region- and Country-Specific Trends and Deal Planning Tips

INTRODUCTION

SOME USEFUL CROSS-BORDER INSIGHTS AND TIPS

UNDERSTANDING CORPORATE VERSUS COUNTRY CULTURES WHEN DOING CROSS-BORDER M&A DEALS

CHAPTER CHECKLIST

PART Two Cross-Border Culture and Leadership Alignment

CHAPTER 6 Leading during Cross-Border M&A

WHY LEADERSHIP IS SO CRITICAL DURING M&A

LEADERSHIP RESPONSIBILITIES OF ACQUIRING COMPANIES

LEADERSHIP RESPONSIBILITIES OF TARGET COMPANIES

LEADERSHIP RESPONSIBILITIES OF THE INTEGRATION MANAGEMENT OFFICE

SYMPTOMS OF A LEADERSHIP VOID AND HOW TO ADDRESS THEM

LEADERSHIP LEADING PRACTICES

CHAPTER CHECKLIST

CHAPTER 7 The Role of Culture in Cross-Border M&A

UNDERSTANDING CULTURAL MANAGEMENT

CULTURAL AWARENESS

STRATEGY AND CULTURE

IMPLEMENTATION

CHAPTER CHECKLIST

BIBLIOGRAPHY

CHAPTER 8 Managing National Reactions and Sovereignty Issues

THE AMBIVALENT RELATION BETWEEN CROSS-BORDER M&A AND NATIONAL INTEREST

INWARD CROSS-BORDER DEALS: KEY RESTRICTIONS

INTERNATIONAL DIFFERENCES AND SIMILARITIES

HOW TO DEAL WITH SENSITIVE CROSS-BORDER TRANSACTIONS

CONCLUSION

CHAPTER CHECKLIST

NOTES

PART Three Cross-Border Integration, Planning, and Execution

CHAPTER 9 Managing Pre–PMI Due Diligence

INTRODUCTION

TRADITIONAL DUE DILIGENCE

INTEGRATED DUE DILIGENCE—360-DEGREE DUE DILIGENCE

CONDUCTING THE DUE DILIGENCE PROCESS

CHAPTER CHECKLIST

NOTES

CHAPTER 10 Ramping Up an Integration Management Office and Day One in Cross-Border Deals

THE IMPACT OF AN INTEGRATION MANAGEMENT OFFICE ON CROSS-BORDER INTEGRATION

UNDERSTANDING THE INTEGRATION MANAGEMENT OFFICE

ESTABLISHING AND EXECUTING THE INTEGRATION MANAGEMENT OFFICE

DAY ONE: STARTING THE INTEGRATE AND ANALYZE PHASES

CHAPTER CHECKLIST

NOTES

CHAPTER 11 Integration Decision Making and Process Strategy in Cross-Border Deals

PREPARATION AND LOCALIZATION OF DECISION MAKING

PRIMARY DECISION-MAKING TOOLS, APPROACHES, AND LEADING PRACTICES

LEADING PRACTICES FOR GLOBAL INTEGRATION PROCESS CHANGE

KAIZEN-BASED LEADING PRACTICES

CATCHING THE WAVE OF CHANGE

CHAPTER CHECKLIST

NOTES

CHAPTER 12 Post-Merger Integration Process, Methodologies, and Tools

THE M&A LIFE CYCLE

STRATEGIC SELECTION

INTEGRATION DUE DILIGENCE

PRE-SIGNING

POST-SIGNING

POST-CLOSING

CHAPTER CHECKLIST

CHAPTER 13 Managing Post-Merger Integration Globally

INTRODUCTION

DUE DILIGENCE

RELATE

ANALYZE

INTEGRATE

CHAPTER CHECKLIST

NOTES

CHAPTER 14 Country-Specific Trends and Tips for Integration Planning

OPENING

A CULTURAL OVERVIEW OF THE MOST ACTIVE M&A REGIONS

ANGLO-SAXON REGIONS

ASIAN COUNTRIES

EUROPEAN COUNTRIES AND REGIONS

SUMMARY

CHAPTER CHECKLIST

BIBLIOGRAPHY

CHAPTER 15 M&A and Post-Merger Integration Considerations for China and Japan

OVERVIEW OF M&A TRENDS IN CHINA

ISSUES AND APPROACHES FOR INBOUND M&A IN CHINA

ISSUES AND APPROACHES FOR OUTBOUND M&A FROM CHINA

CHAPTER CHECKLIST FOR PART 1: CHINA

OVERVIEW OF M&A AND POST-MERGER INTEGRATION IN JAPAN

ISSUES AND APPROACHES FOR OUTBOUND M&A AND POST-MERGER INTEGRATION FROM JAPAN

ISSUES AND APPROACHES FOR INBOUND M&A AND POST-MERGER INTEGRATION IN JAPAN

CHAPTER CHECKLIST FOR PART 2: JAPAN

CHAPTER 16 Cross-Border Synergy Program Management

INTRODUCTION

DEFINING AND VALIDATING SYNERGIES

STRUCTURING SYNERGY PROGRAMS

CRITICAL ACTIONS TO CAPTURE SYNERGIES

POST-CLOSING DUE DILIGENCE

CHAPTER CHECKLIST

PART Four Unique Cross-Border M&A Transaction Scenarios

CHAPTER 17 Managing Carve-Outs and Transition Service Agreements

INTRODUCTION TO DIVESTITURES AND CARVE-OUTS

THE CONTEXT OF DIVESTITURE IMPACTS CARVE-OUT PROCESSES

DIVESTITURE PROGRAM OVERVIEW

PLANNING A CARVE-OUT AND TRANSITION

PROGRAM STRUCTURE

MANAGING THE TRANSITION SERVICE AGREEMENT

CHAPTER CHECKLIST

CHAPTER 18 Joint Ventures

THE JOINT VENTURE LIFE CYCLE

CHAPTER CHECKLIST

Index

EULA

List of Tables

Chapter 1

Table 1.1

Table 1.2

Chapter 2

Table 2.1

Table 2.2

Chapter 3

Table 3.1

Chapter 6

Table 6.1

Table 6.2

Chapter 7

Table 7.1

Table 7.2

Table 7.3

Table 7.4

Chapter 8

Table 8.1

Chapter 9

Table 9.1

Chapter 10

Table 10.1

Table 10.2

Table 10.3

Table 10.4

Table 10.5

Chapter 11

Table 11.1

Table 11.2

Table 11.3

Table 11.4

Chapter 14

Table 14.1

Table 14.2

Table 14.3

Chapter 17

Table 17.1

List of Illustrations

Chapter 1

Figure 1.1

M&A Drivers

Chapter 2

Figure 2.1

Growth Choices

Figure 2.2

Strategy, Screening, and M&A Transaction

Figure 2.3

Illustration of Timing and Sequence of Acquisitions

Figure 2.4

Screening Process

Figure 2.5

M&A Strategy Example

Figure 2.6

Decision Structure, Champions of a Deal, Contributors in Analysis

Figure 2.7

Attractiveness versus Value-Added Logic

Figure 2.8

Attractiveness versus Commercial Performance

Figure 2.9

Ansoff’s Growth Matrix

Chapter 3

Figure 3.1

Cross-Border M&A Causal Triangle with Legal, Financial, Political, and Social Factors

Figure 3.2

Degree of Legal, Regulatory, and Political Cross-Border Challenges Experienced by Global PMI Partners’ Survey Respondents

Figure 3.3

Web of Key Legal, Financial, Political, and Social Interdependencies Related to Cross-Border Integration

Figure 3.4

National Competition Regulators

Chapter 4

Figure 4.1

The M&A Life Cycle

Figure 4.2

The GE–McKinsey Nine-Box Matrix—What Is the Scale of an Attractive versus Unattractive Business?

Figure 4.3

The GE–McKinsey Nine-Box Matrix—Where to Invest, When to Harvest or Divest

Figure 4.4

The Resource Pathways Framework—Resource Availability and Need of Resource Control as Decision Framework in Corporate Transactions

Figure 4.5

Cultural Assessment—Where Do Acquirer and Target Rate on the Scale of the Respective Cultural Traits?

Chapter 5

Figure 5.1

Trend-Setting Countries and Industries

Figure 5.2

Sources of Value Creation

Figure 5.3

Geographical Expansion through Acquisitions

Figure 5.4

Culture Assessment Picture

Chapter 7

Figure 7.1

Top Integration Challenges

Figure 7.2

Organizational Chart Example

Figure 7.3

The Four Stages of Skillfulness

Figure 7.4

Hofstede’s Cultural Dimensions

Figure 7.5

Visual Mapping of Culture Workshop

Chapter 9

Figure 9.1

M&A Deals in 2014 Eclipse Levels in Past Five Years

Chapter 10

Figure 10.1

Typical IMO Organization Structure

Figure 10.2

GPMIP Acquisition Integration Framework

TM

Chapter 11

Figure 11.1

Pareto Analysis Chart

Figure 11.2

Ishikawa Diagram

Figure 11.3

Line-of-Sight Diagram

Chapter 12

Figure 12.1

Lanchester Strategy

Figure 12.2

Clean Team

Figure 12.3

Executive Alignment Discussion Topics

Figure 12.4

Day One Task Identification and Management

Figure 12.5

Integration Milestone Planner

Chapter 13

Figure 13.1

Post-Merger Integration Components

Figure 13.2

GPMIP Acquisition Integration Framework

TM

Figure 13.3

Integration Approach (Key Factors)

Figure 13.4

PMI Structure: Roles

Figure 13.5

PMI Structure: Communication and Reporting

Figure 13.6

PMI Structure: Bottom-Up Reporting Frequency

Chapter 14

Figure 14.1

Culture Maps of Russia and Israel

Figure 14.2

The Feedback Scale

Figure 14.3

The Time Management Scale

Figure 14.4

The Communication Scale

Figure 14.5

The Leadership Scale

Figure 14.6

The Disagreement Scale

Figure 14.7

The Persuasion Scale

Figure 14.8

The Trust Scale

Chapter 15

Figure 15.1

Foreign Direct Investment in China (2000–2014)

Figure 15.2

Outbound Investment (Nonfinancial) from China (2005–2014)

Figure 15.3

Outbound M&A from China (2005–2014)

Chapter 16

Figure 16.1

Picture of Base Case, Management Case, and Synergy Case

Figure 16.2

Acquisition, Synergy, and Integration Value Analysis

Figure 16.3

Stretch Targets

Figure 16.4

Figure 16.5

Minimum to Maximum Scenario

Figure 16.6

Synergy Spiderweb

Figure 16.7

Different Synergy Structures

Figure 16.8

Picture with Relationship between Planned versus Actual Synergy Effects over Time in a Study

Figure 16.9

Relationship between Business Plan, Budget, and Synergies

Figure 16.10

Haspeslagh Matrix

Figure 16.11

Workshop and Analysis Topics for Post-Closing Due Diligence

Figure 16.12

Synergy Tracking

Chapter 17

Figure 17.1

GPMIP Acquisition Carve-Out FrameworkTM (ACF)

Figure 17.2

Example of Carve-Out Program Structure

Figure 17.3

Overview of Process Blueprinting for Integration of a Carve-Out

Figure 17.4

System Landscape

Chapter 18

Figure 18.1

Schematic Picture of an Asset Deal Paid for by Cash or Paid for by Stock

Figure 18.2

Operating Characteristics of Successful Strategic Alliances

Figure 18.3

Core Elements of a Joint Venture Agreement Augmented by Additional Agreements for Patents and Services

Guide

Cover

Table of Contents

Preface

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Preface

After Mergers and Acquisitions Integration Handbook: Helping Companies Realize the Full Value of Acquisitions (John Wiley & Sons, 2012) published, I realized that executives were looking for practical guides to handling the complex task of integration. They wanted books that were rooted in the realities of execution, not based on theory or outdated concepts.

Cross-Border Mergers and Acquisitions attempts to apply the same approach for handling global integrations. The book is a compilation from 10 mergers and acquisitions (M&A) professionals who together have experience handling hundreds of cross-border transactions across dozens of countries.

The authors bring perspectives on M&A from nine countries that represent the bulk of global M&A activity: the United States, the United Kingdom, France, Belgium, Germany, Sweden, Israel, Japan, and China.

Many mission-critical topics, including M&A strategy, integration, due diligence, and culture are covered in multiple chapters to allow the authors to share their respective experiences, and enable the reader to gain several different perspectives on many key subjects.

Note that several of the authors are writing in English as a second or even third language, which is quite impressive for such an intricate subject. While I have made efforts to mildly harmonize style differences across the book, I have tried to allow some of the country-specific nuances to show through to showcase the cultural point of view of the authors.

Cross-Border Mergers and Acquisitions is organized into four parts, each covering a wide range of M&A topics. Here’s an at-a-glance summary of how the book is organized and what you will find in each section and chapter.

PART ONE: CROSS-BORDER STRATEGY AND DEAL PLANNING

This part provides some insights into the overall dynamics of the global M&A environment, along with some perspectives on region- and country-specific trends and nuances.

Chapter 1, “Cross-Border Deal Evolution and Rationale

,” presents an overview of the evolution and rationale of cross-border deals, along with some general information on the overall M&A market—sizing of the current market, international development, existence of cycles, determinants of the M&A waves as an introduction to cross-border M&A evolution, and high-level specificities.

Chapter 2, “Cross-Border M&A Strategy and Deal Planning Essentials,”

explores decision-making and strategic process approaches for managing cross-border integration activity.

Chapter 3, “Legal, Financial, Social, and Political Interdependencies with Cross-Border Integration,”

introduces the key legal, financial, social, and political influences on, and implications of, cross-border mergers, acquisitions, and divestitures. It puts cross-border M&A programs in context within and between the jurisdictions and societies where the companies operate.

Chapter 4, “Trends and Leading Practices in Global M&A

,” introduces important concepts related to strategic reasoning for doing the deal, along with the key phases and steps in the M&A life cycle.

This chapter includes a step-by-step process that enables you to find and review potential targets for their fit, and introduces important issues related to cross-border due diligence, along with options and strategies for mitigating the execution risk in cross-border deals.

Chapter 5, “Cross-Border M&A: Region- and Country-Specific Trends and Deal Planning Tips

,” delves into the countries and industries that dominate pre-deal M&A and what considerations are important when exploring cross-border opportunities.

PART TWO: CROSS-BORDER CULTURE AND LEADERSHIP ALIGNMENT

This part includes several chapters that explore how leadership and culture influence cross-border M&A.

Chapter 6, “Leading during Cross-Border M&A,”

attempts to outline specific activities and practices leaders can take during an M&A event to help ensure transaction success and lay the foundation to make integration a core competency of their organizations.

Chapter 7, “The Role of Culture in Cross-Border M&A

,” explains the importance of culture in a merger or integration environment, and shows how to create awareness of cultural elements in both the deal teams and integration teams. The importance of company values in turning culture into a success driver for your deal is also explored.

Chapter 8, “Managing National Reactions and Sovereignty Issues,”

explores the “local” side of cross-border M&A and how region- and country-specific nuances such as regulatory constraints, sensitivities of local populations, unions, and many other areas can impact transactions.

PART THREE: CROSS-Border Integration, Planning, and Execution

This part includes an abundance of detail around the more tactical elements of cross-border integration, along with how country-specific nuances can impact planning and execution details.

Chapter 9, “Managing Pre-PMI Due Diligence,”

presents a methodical approach for cross-border due diligence based on lessons learned from hands-on project engagements, including a practical review of the due diligence process, and ingredients and tools to be applied in order to improve the quality of due diligence deliverables.

Chapter 10, “Ramping Up an Integration Management Office and Day One in Cross-Border Deals,”

provides a comprehensive understanding of the integration management office and describes activity to set up an IMO and to execute a successful Day One.

Chapter 11, “Integration Decision Making and Process Strategy in Cross-Border Deals

,” reviews the important factors that drive cross-border M&A success, including leadership styles and related decision-making and process development and change approaches.

Chapter 12, “Post-Merger Integration Process, Methodologies, and Tools,”

explores a multitude of integration planning and execution essentials across all phases of the M&A life cycle.

Chapter 13, “Managing Post-Merger Integration Globally

,” outlines various approaches for managing a PMI process in a cross-border scenario. This chapter also explores PMI governance concepts, managerial structure, roles and responsibilities, meeting management routines, and communications.

Chapter 14, “Country-Specific Trends and Tips for Integration Planning,”

outlines proven approaches for factoring cultures and work styles in cross-border integrations. The chapter also includes cultural tips and hints for the top three M&A countries along with key integration topics by region.

Chapter 15, “M&A and Post-Merger Integration Considerations for China and Japan,”

reviews the current trends and issues involving both inbound investment into China and Japan by foreign companies and outbound investment from China and Japan. It describes the motivations behind the inbound and outbound investments, and points out the critical issues that have significant impact on the success or failure of M&A projects in these countries.

Chapter 16, “Cross-Border Synergy Program Management,”

explores what to look for in cross-border deal synergies, and how to validate them during pre-deal planning. The chapter also explores how to structure a synergy program and track synergies until realized.

Part FOUR: Unique Cross-Border M&A Transaction Scenarios

This brief part provides insight into some unique transaction scenarios and situations.

Chapter 17, “Managing Carve-Outs and Transition Service Agreements,”

describes what divestitures are, how they differ from integrations, and what the end state of a carve-out can look like. It goes on to describe the key contract associated with carve-outs, the transition service agreement, how it is structured, managed, and exited successfully.

Chapter 18, “Joint Ventures,”

explores some additional considerations on how to plan, structure, and execute joint venture agreements.

The topics chosen are intended to cover the most common planning- and execution-related elements of M&A transactions. I have also attempted to include a range of perspectives on region- and country-specific considerations to help readers appreciate the complexities associated with cross-border transactions.

About the Author

Scott Whitaker

https://www.linkedin.com/in/whitaker86

Scott has been involved in over two dozen mergers and acquisitions totaling nearly $100 billion in value. His industry experience includes health care, financial services, telecommunications, gaming, hospitality, chemicals, oil and gas, industrial manufacturing, retail, and consumer durables. Scott has worked in Canada, China, Europe, and Africa on a variety of assignments, and specializes in establishing integration management offices (IMOs) and helping companies develop integration playbooks. He holds a BA from the University of North Carolina at Chapel Hill and is the author of Mergers and Acquisitions Integration Handbook: Helping Companies Realize the Full Value of Acquisitions.

Scott resides in Atlanta, Georgia.

About the Contributors

Eitan Grosbard

https://il.linkedin.com/in/eitanbenizhak

Eitan has over 20 years of experience managing complex M&A life cycle management engagements (especially due diligence and post-merger integration projects). He’s led dozens of M&A projects and programs for midcap global companies in a variety of industries but mainly in the high-tech arena (Internet, telecom, software, hardware, and more).

Eitan is a strategy expert working with blue chip companies, and is currently a project faculty member of the Global Consulting Program at the Wharton Business School (University of Pennsylvania). He holds an Executive MBA from Tel Aviv University and is fluent in English, Spanish, and Hebrew.

Eitan resides in Tel Aviv, Israel.

Stefan Hofmeyer

https://www.linkedin.com/in/hofmeyer

Stefan started his career at Accenture in the mid-1990s and is an established expert delivering management rigor to M&A integration settings across Europe, Asia, North America, and Middle East business environments. Stefan holds a BSE in industrial engineering from the University of Iowa and an MBA from Pepperdine University. He also has completed advanced management education at Harvard Business School and Stanford University and holds both Project Management Professional and Stanford Certified Project Manager certifications.

Stefan resides in San Francisco, California.

Michael Holm

https://se.linkedin.com/in/michaelholm2

Michael has 28 years of operative industry experience, including roles in M&A, post-merger integration, and strategy. He has project-managed nationwide telecommunication network installations and research and development projects; marketed and sold telecommunication networks; and managed large accounts and line units. He spent the remainder of his career in strategy, M&A, and post-merger integration at Ericsson.

Michael’s expertise is in M&A strategy, M&A screening, integration pre-planning, integration lead, integration management office mobilization and execution, synergy management, divestiture planning, and transitional services management. He has led post-merger integrations in telecom, professional services, and fast-moving consumer goods industries. He has lived in Canada, Korea, Taiwan, the United States, and the United Kingdom, as well as worked on many M&A projects in the United States, Europe, and Asia.

Michael resides in Stockholm, Sweden.

Makoto Ideno

https://jp.linkedin.com/pub/makoto-ideno/62/b21/52/en

Makoto is an experienced M&A integration consultant located in Tokyo. He has many years of experience in integration management office, sales, and marketing process designs, communication planning and implementation, cultural convergence, and HR in industries such as health care/pharmaceuticals, system integration, advertising, and retail. Project highlights include the financial value analysis of a medical information company, negotiations with a telecom carrier on M&A, and the design and implementation of culture convergence in procurement. He holds an MBA from the Marshall School of Business at the University of Southern California.

Makoto resides in Tokyo, Japan.

Thomas Kessler

https://de.linkedin.com/in/thomashkessler

Thomas is a business executive with decades of U.S., European, and Asian experience in the field of merger integration and investment banking. He has a passion for M&A integration, supporting businesses in managing the integration of transactions and joint ventures. He has supported over 30 merger integrations from large to midsized and national to international as well as public, private, and family-owned businesses. Thomas is also a frequent keynote speaker and trainer on pre- and post-merger integration and has taught trainings around the world. He holds a BBA from Mannheim University, Germany, an MBA, summa cum laude, from Business School Lausanne, and a Master of Science from Frankfurt University.

Thomas resides in Bonn, Germany.

Gilles Ourvoie

https://fr.linkedin.com/in/gourvoie

Gilles has nearly 30 years of international experience in corporate strategy, organizational design, and mergers and acquisitions, with a growing focus on PMI in the past 15 years. He has led teams in all aspects of strategy and M&A, from strategy analysis, financial analysis to merger negotiation, post-acquisition design and execution, and optimization of M&A organizations and processes. He holds an MSc from HEC and an MSc from the University of Paris-Dauphine. He holds also a PhD certificate from the Conservatoire National des Arts & Metiers.

He has lived in Mali, the United States, Italy, Lebanon, Morocco, and Russia.

Giles resides in Paris, France.

Andrew Scola

https://uk.linkedin.com/in/scola

Andrew is an experienced M&A integration and separation advisor, having worked within PwC and Deloitte for many years, as Head of Acquisition Integration for a global health care company and as the UK Partner for Global PMI Partners, which he co-founded in 2009. He has worked with clients across technology, financial services, health care, and consumer business. He holds an honors degree from the University of Nottingham, has worked with the Cass Business School mentoring students with M&A research projects, and is currently working with Sheffield Hallam University on a cross-border M&A research project.

Andrew resides in London, United Kingdom.

Christophe Van Gampelaere

https://be.linkedin.com/in/christophevangampelaere

Christophe is an M&A-oriented advisor, trainer, and practitioner. He combines his expertise in finance and investment management with people skills, and has worked internationally on iconic deals in the automotive, semiconductor, chemicals, telecom, media, and banking sectors. He is a certified coach, Lego® Serious Play® and Company Constellations facilitator. He is passionate about nature.

Christophe resides in Ghent, Belgium.

Masaki Yamamoto

https://jp.linkedin.com/pub/masaki-yamamoto/1/889/b17

Masaki has nearly 25 years of consulting experience in corporate strategy, R&D management, new business strategy, organization design, business process design, project management, and human resources development. His M&A expertise is in M&A strategy, integration management office, business process design, organization redesign back office integration, and sales channel integration. He has led many consulting projects in due diligence, organization redesign, overseas investment, business process redesign sales channel design, PMO, and human resources development. He teaches at the graduate school of Kyushu Institute of Technology. He holds an MA from the University of Tokyo and an MBA from the Marshall School of Business at the University of Southern California.

Masaki resides in Tokyo, Japan.

Robert Ping Yu

https://cn.linkedin.com/in/robertyu1

Robert has over 25 years of business strategy and operational experience in both consulting and Fortune 500 multinational companies such as Motorola and Pearson. He is a bilingual senior executive with a track record of driving corporate growth through successful development and execution of corporate strategy, especially in M&A, post-merger integration, and business performance improvement. His expertise includes corporate growth strategy, product marketing, strategic alliance, and M&A management. Born in Beijing, China, Robert lived in the United States for nearly 20 years before returning to China. Robert has not only a broad understanding of Western multinational corporate cultures and operations but also has deep insights into Chinese traditions and behaviors. He holds an Executive MBA from the Kellogg School of Management at Northwestern University.

Robert resides in Beijing, China.

PART OneCross-Border Strategy and Deal Planning

CHAPTER 1Cross-Border Deal Evolution and Rationale

Gilles Ourvoie

CHAPTER LEARNING OBJECTIVES—IN THIS CHAPTER, YOU WILL LEARN: