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Hearts at stakeA theoretical and practical look

at communication in connection with mergersand acquisitions

Nana Balle IBM, Denmark

AbstractPurpose 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 mergeror an acquisition. M&As differ from other changes as virtually everything is at stake both practicalissues as well as the corporate identity. Hence, the identity issue must be addressed specically, as achange in corporate identity is expected to affect the employees seriously due to the identication withthe corporate identity. The paper also emphasizes the importance of empowering and enabling middlemanagers for the communication task in order to act as change agents, as the middle manager hasreason 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 occureverywhere in organizations, administrative units and businesses in all industriesand of all sizes. Many people are at stake. And a great deal of money as well.

So it is daunting that numerous studies nd that only half of all mergers or in themost dramatic studies one out of four can be considered to be successful since it isoften not possible to realize the required synergies.

The question is: are the executives in the nance department who made thecalculations for due diligence wrong, or is the cause found in what happens afterthe acquisition the subsequent integration process where one of the issues is to makethe employees accept the new company?

This paper does not provide the answer. But it does present an approach, based on acase study, that one of the most important integration tools is post-acquisitioncommunication. This paper combines a theoretical approach with some practicaladvice regarding the good communication process in an integration and ultimatelygathers all the points in a graphic model. The purpose of the model is to provide anoverview of the relations between the factors that affect the result of thepost-acquisition communication in order to help incorporate all matters in theplanning of the communication.

Communicating a merger in real life a challenge that matters . . .In 2004, approximately 3,200 employees in a division of a major multinational, butcountry-based family owned company woke up to the news that their division hadbeen acquired by a major publicly traded multinational corporation. This was the kick

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off for a major integration project that would affect the employees of both companiesfor 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 relativestrength of the companies was not comparable. Also, this meant a merging of 40 legalunits into one, a merger of a hierarchical organization into a complex matrixorganization and a rather anarchical organization with a strong national culture witha very process-oriented global company.

Not an easy task but nevertheless a project where a solid communication effortproved to be an important strategic tool in the integration process.

A framework for the communication effort was planned by selected communicationofcers from both companies, putting the main emphasis on the delicate period around,and after the announcement of the intent to merge the companies. After theannouncement of the intent to go through with the acquisition there was a three monthblack-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 signicant 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 withthe intention to partly inform about the integration process, partly introducethe acquired employees to the acquiring companys 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. Thesemanagers were supported by an intranet-based, closed managers lounge, frequentlyupdated with relevant information for the middle managers.

Later in the integration process a number of other communication ofcers from bothcompanies were involved in planning and executing the communication process. Thisallowed for an elaboration of the communication strategy, involving the experiencesand local knowledge of the newly involved ofcers.

The employee perception of the communication effort was subsequently measuredby a survey that looked at, for example, the use and usefulness of the media. Amongother things the survey found that:

. About 80 percent of the employees would go to their middle manager to nd an

answer to questions about the integration process. This, in spite of the fact thatthe middle managers often were not able to answer these questions, simplybecause the issue was not resolved yet or that the manager lacked basicknowledge about the new mother company.

. The intranet and the FAQ only enjoyed the support of, respectively, 56 and amere 6 percent of the employees.

. The interest in the magazine for informational purposes was limited. This is inaccordance with the framework presented below, underlining the importance of

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the middle manager as a change agent, able to create relevance and even havinga therapeutic role in relation to his/her employees.

. Employees requested more information about (ranked) future job areas, ownposition in the organization, terms and conditions, processes and procedures,culture and value, and the integration process. This partly reects the aboveemphasis on creating a common corporate identity and communicating aboutcorporate culture. Nevertheless, this need may not be acknowledged explicitly bythe employees.

. Approximately, 66 percent of the employees expressed satisfaction with thecommunication, which must be considered a satisfying level in such a complexprocess.

Finally, integrating new members in the shared communication organization, as wellas allowing the communication strategy to develop over time, supports the adaptiveapproach outlined in this paper.

Acquisitions as transformation categoryAs compared with other types of transformation in a company, the characteristics of anacquisition is that it can include almost all other transformation categories.

It is probable that the employees in the acquired organization must go through anumber of technical changes: new frame of reference, new organization, new businessmodel, new rules and processes, working conditions, privileges, etc. Because of thecomplexity, turbulence, and even chaos that may characterize the extensive processthat an acquisition is, it is far from certain that all questions can be answered during therst long period of time even simple questions like Where will I be tomorrow?and What will my work day be like? It is evident that the employees fear that theacquisition will mean worse conditions after the integration.

Another feature characterizing acquisitions is that the integration will most oftenimply a consideration re-evaluationof the companys values and identity. Recently, TheGood Employees as described by Danish Sociologist Hjrup (1983), identify with theirplace of work and even attach their own identity to that of the company; so whenchanges are made in the companys identity, it affects the individual employee. In anintegration, the company has to take on a new identity. The employees have to take leavetheir old identity. Theysee this as a loss, and nd it difcult to embrace the new identity.

Uncertainty and a fear of loss can make employees inefcient and reluctant toaccept the integration. Thus, identity comes into play and this transformation isusually not handled well. The company will perhaps survive this but the risk of

failure has increased because there is a risk of mismanaging the work force, which wasperhaps the actual purpose of the investment in the rst place.What are the real risks if an integration is not handled well enough when it comes to

the more personal issues?Dissatised/fearful employees typically react in one of two ways, they either:(1) exit especially the most competent who get external offers disappear and

thus deprive the company of value in the form of intellectual capital, customerrelations, or added costs when the position has to be lled again; or

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(2) stay but at reduced level of performance because time is spent on talking which results in the ight of ideas, reluctance to engage in new initiatives, andperhaps even sickness or absenteeism.

The result is:(1) Internal consequences that diminish the bottomline and undermine the business

goals.(2) External consequences, for example:

. Customers experience poorer service, which in the worst case can lead tochoosing another supplier.

. Perhaps customers and vendors have such close relations with thecompanys employees that they are told of the companys lack of control,lack of spirit, incompetent management. Dissatised representatives hardlystrengthen relations with customers.

This may affect the business case behind the acquisition.Some of the negative and unintended consequences of what was to be a protable

and positive acquisition can be solved mechanically with the right managementdecisions. But the work with post-acquisition communication is one of the importantstrategic tools to help employees understand, accept and ultimately act in accordancewith the acquisition.

Central issues in integration communicationThe communication can almost never be better than the actual integration process but the communication can help handle insecurity and ll the voids. Thecommunication function should be involved in the integration process. Studies show

that focus is often on nances, hardcore business and legal issues and to a lesserdegree on communication and identity (Balmer and Dinnie, 1999). Therefore,communication ought to play a large part.

When working with post-acquisition communication, you can ask a basic questionfrom the communication planning: How are you to communicate what to whom in anacquisition situation?

How? selection of strategyIn this connection, the question of How is about the selection of communicationchannels in the post-acquisition communication. Here, the development of a communication strategy based on central, top-down communication or localcommunication based on line communication from the mid-level manager is primarilyto be described.

A company has a wealth of communication channels at its disposal, which it can usein a transformation situation a continuum of channels ranging from an informal,close dialog with the immediate superior, over the intranet and internet, to perhapsstaff magazines and the CEOs speech from the auditorium platform. The balancebetween central and local communication is very important, and even though theoptimum combination will vary from one company to another, there are some basicconsiderations that should be incorporated in the communication planning.

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Central media: joint frame of reference and cultural agent In the literature on transformation communication (Larkin and Larkin, 1994), thecentral media are not assessed at the same high level as the local communication. Butthe central media are certainly necessary in a post-acquisition connection providedthey are used correctly.

Central media, such as the large employee meeting, the staff magazine, and theintranet, are typical pull media the employee has to actively select them. This meansthat you cannot base your need-to-know information on the central media. But thesemedia can do other things, such as providing a uniform, joint message across theorganization.

The question of identity and culture is critical in an integration situationbecause of the individual employees identication with the company. In manyways, the central media are ideal bearers of culture as they create a joint frame of reference for the employees and can use instruments and communication genressuch as storytelling, exposition of role models, putting words on loss, phrasing joint thoughts the are bearers of visual identity, a tone of voice, and they canmake values visible and operational and support joint assumptions in theorganization.

The central media, however, seldom provide the possibility of dialog.

Local media: the mid-level managers role as an agent of changeBoth technical literature (Petersen, 2000) and many studies (GCI Mannov andACNielsen AIM, 2002) attach great importance to the local/decentralizedcommunication, typically in the form of line communication with the local rst-linemanager as change agent. This involves many advantages: the possibility of translation, targeting at stakeholders, high credibility, relevance.

However, there are certain matters that have to be examined before you choose the

local strategy in an integration.The criterion for successful post-acquisition communication is that the local

communicator/change agent is capable of handling the task, that is, both a goodcommunicator and an enthusiastic change agent. A department manager of few wordsmay well be a good communicator if it ts the departments culture, and also performsthe task to the employees satisfaction.

But enthusiasm may easily be jeopardized in an acquisition, which is often, asmentioned before, marked by uncertainty concerning the identities of the company andthe employees.

Imagine two relatively complementary merging organizations, each is runningwell. Each has a number of parallel functions or business areas such as productsor customers that are merged in order to realize possible synergies. If theorganizations are sufciently aligned before the acquisition, the rank and leemployees form the critical mass that is needed to serve the customers. But insuch a situation, there is especially one group that is in danger the managers.Only a limited number of managers is probably needed, so individual managersfeel their personal territories are at stake. There is a pronounced danger of a lossof domain.

This issue does not diminish further up in the management hierarchy as the numberof lucrative functions is limited. Even in an integration based on a growth scenario, top

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management will be reduced, especially at the very top where the CEO in the acquiredcompany can hardly expect to remain CEO. Likewise, many staff and managementfunctions are unlikely to double, for instance the CFO, HR manager, or communicationsmanager.

So how motivated can mid-level managers be? Can and will they talkenthusiastically about the acquisition, inuence attitudes positively and translatemessages if they are basically afraid for themselves and their domains? Linecommunication is never stronger than its weakest link.

Basing some post-acquisition communication on mid-level managers or other local,selected people requires a targeted effort to equip them for the change agent role atask which at some points is outside the sphere of the communication department, butwhich it will often be advantageous for the communication department to be involvedin. Some of the tools would be:

. Co-opting. Make sure that all mid-level people managers get integrated in thenew company very quickly. Equip them thoroughly for things related to the

organization and business processes and rules in the new company. Also equipthem culturally with a thorough introduction and training in the companysvalues, history, culture, and management principles.

. Facilitating mid-managers communication with the employees. Issue regularmanagers updates with information on management decisions, how to explainthem, and with Q&As. Dene the mid-level managers role and obligationsclearly about passing on the information. For instance, create a closed managerslounge on the intranet with a collection of material, information packages, anintegration wikipedia, a question feature, a blog, success stories, cases.

. Talking with the mid-level managers. Discuss and translate the messages andgive them a real chance of understanding and identifying with the organizationthat they are to sell to the employees.

. Empowering. Make sure that the mid-level managers are informed of management decisions before they are issued centrally.

. Peer networking. Make mid-level managers mix company blood and introduce abuddy/partner arrangement, if possible, with peers across the companies.

Dialog is a natural element of local communication that makes it possible to translate amessage, to answer questions right away, to reect, and to let off hot steam. It isessential that the dialog that takes place is factual.

What? messages and contentTwo types of communication are needed in an integration process:

(1) factual information handling rational issues; and(2) identity communication handling cultural and identity questions.

Factual informationEspecially during the initial phases of the integration, the members of the organizationhave numerous questions about their own situation, employment, the organizationsform and purpose, staff conditions, and company policies. Many of them cannot beanswered right away, and the uncertainty leads to concern.

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Clear, consistent, and continuous communication is excellent support in this time of uncertainty:

. Clarity is about easy-to-grasp and understand messages. Make sure that thecommunication is understood in the entire organization. Roles, concepts,abbreviations, and references may have very different meanings andimplications in the different organizations. And put the news at the top saywhat has to be said in plain words.

. Consistency is about maintaining the rationale of the important decisions frombeginning to end. This ensures credibility.

. Continuity is about suitable dosages of communication. Be careful not tocarpet-bomb with information right at the beginning of the integration period and then let the information dwindle. Maintain a suitable ow of information andcreate recognizable, recurring elements in the communication this makes iteasier 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 organizationproperly and understandably and do not be afraid of repetition to help peopleunderstand.

Identity communicationNot all changes in an acquisition are tangible. Like other changes, an acquisitionimplies a number of losses (Visholm, 2004) or at least the fear of loss, even thoughthose involved may not realize it at rst. Perhaps, not only a loss in terms of loss of income, but also a loss of rights, routines, knowledge, qualications, position, comfort,colleagues, social relations, traditions, identication, 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 difcult to dene for instance what in the literature is called the established social defensemechanisms in the organization (Jaques, 1953; Menzies, 1967; Visholm, 2004). Theseare small rituals, habits, and behavior patterns that have no professional cause andwhich may be irrational or even wrong, but in a larger perspective serve to make itall work such as ex time or the cleaning ladies unofcial coffee break in thechanging room.

The handling of these losses and the move towards a new company identity areessential issues in an integration situation (van Riel, 1992; Balmer and Dinnie, 1999).The old cultures are abandoned and a new one eventually adopted. Employees muststart 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. Forexample, put into words the ambivalent feelings that may exist in connectionwith a company integration. All the management talk in the world cannoteliminate a deep-rooted sense of loyalty towards the dying culture.

. Prepare the employees mentally for the change process.

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. Build a bridge between the merging companies identities and thus facilitate thetransition.

. In the long term, build a joint corporate identity.

Some of the communication genres that can be based on the joint frame of referencemay be:

. Storytelling successes from the integration but also stories addressingproblematic issues preferable with a constructive ending.

. Exposition of change agents and role models

. Visualization exposition of a joint graphic identity that recognizes oldelements in connection with the new. A brand-supporting, known logo canprobably not be changed, but the development of new integration media such asa magazine could try to combine graphic elements from former media in themerging organizations.

Who? stakeholders and differentiationThe question Who is about differentiation of target groups in relation to theirexperience of and interests/feelings regarding the acquisition. The stakeholder ideais probably known by most people, but for the sake of good order it is aboutrecognizing that many others than the traditional shareholders may have aninterest in what happens within and to a company. Management literature suggestsmany ways of identifying and handling these groups. One traditional, functionaldivision is into customers, interest groups, creditors, shareholders, employees,management, etc. (Printz, 2001). And other models differentiate betweenstakeholders like owners or non-owners of the company, owners of capital andof less tangible values, players or those who are subjected to the play, participants

in voluntary or involuntary relations, primary or secondary stakeholders, etc.(Mitchell et al., 1997).But it is not at all certain that these predened boundaries are of any great

value in an acquisition. In an integration it is very likely that a series of technical/practical/concrete factors are changed, but also factors such as identityand culture. And it can be a challenge to establish a clear overview of the interestgroupings that these changes will give rise to. It is also about identifying thefactors that gather groups of people around some of the issues that are mostdiscussed.

There is no doubt that for instance a well thought out questionnaire study can mapstakeholders fairly clearly, but it is outside the scope of this paper to present a detailedanalysis design. However, one could choose to test the validity of some of the possibleboundaries below against some potential interest constellations through focus groupinterviews or broader questionnaire studies.

Some possible boundaries that could turn out to affect the attitude to the acquisitionand which thus should be handled through targeted communication, might be:

. Profession. What does your own or the groups competencies look like in the neworganization? Are you (still) part of the companys core service or are yourcompetencies and way of doing business threatened by the new companystructure?

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. Organizational position. Have your business unit been the leading unit in theorganization? Or a more peripheral branch? And what are your expectations positive or negative for the future position?

. Seniority or perhaps rather your past experience in the organization. Have youbeen through a merger or acquisition before, and, if so, what was the outcomeand experience at the time?

. Location. Is there a geographic strengthening with for instance new units? Or areyou suddenly at the periphery of the business activities? Or is the center of power perhaps suddenly moved to another part of the world?

. Hierarchical and career positioning. Are you a practician? Or part of management? And how does it affect your attitude? Are career opportunities onthe increase? Or are you afraid of being left out when management members areto be selected? Or do not you really care as long as you have a job?

. Incentive structure or form of payment. Do you lose for instance a bonus scheme?Or do you get one?

. Employment terms and conditions in general. Are they seen as being better orpoorer after the transition?

. And what else you think might be relevant in the organization in question.

The raw material that these assumptions are based on can be supplied by topmanagement, mid-level managers, employee representatives on the board, theintegration organization, HR, and the communication department that must beassumed 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

signicant to the integration, have been dened, a concrete way of describing orunfolding the individual stakeholders can be to evaluate each individual group basedon dimensions like:

. level of inuence on the integration;

. expected change/degree of change;

. expectations/concerns/issues/conicts;

. expected reaction; and

. role in change process.

Note that an acquisition is a dynamic process, and in step with the process and theknowledge that the employees should preferably accumulate along the way attitudesand communities change. Some groups will become more positive, others morenegative. Some will split or change focus often without notice. It is good practice, thento continuously test the state of the stakeholder dimensions to follow the developmentin stakeholder issues.

Model for integration communicationThe answer to the question How do you communicate What to Whom is illustrated inthe below model.

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(Below, parts of the model are written in italic to facilitate nagivation.)In an acquisition, a large number of issues of various kinds are raised. They concern

both practical matters, culture, insecurity, etc. Some are rational, some less rational.These issues are interpreted by the employees based on personal experience, thecurrent situation, attitudes, etc. and allow the employees to be divided into a number of stakeholder groups with differing interests and concerns.

The change process is communicated through a large number of key messages, someof which are constant, such as the rationale for the acquisition. But in order for themessages to reach the employees where they are, and to guide them in the direction of anew identity, the messages must be communicated in the light of a number of joint references ( cultural common starting points, CSPs ) that are dened through a culturalanalysis to some extent.

The communication of these messages must be directed toward the stakeholdersthrough a mix of central ( CM ) and local ( LM ) communication. Typically, the localtranslation takes place with the local mid-level manager, but due to the specialcharacter of the acquisition where for instance personal domains are at stake, it is notcertain that the mid-level manager is the right change agent unless thoroughly enabledand empowered to ll out this role. Therefore, it is recommended to also use centralmedia, for instance to put into words the goodbye to the old culture and as bearers of anew, joint culture. However, local change agents ( k ) in the form of role models,advocates, representatives of new times and competent communicators are to be usedwhere possible, both centrally and locally.

In the end, an acquisition is a dynamic process, both because of the implicit change,and because the process is so complex that there will invariably be unpredictableelements, reactions, and consequences that make it impossible to make inexiblelong-term plans. The outcome of the communication, then, must be monitored on acontinuous basis both through actual studies, but also in the form of random

feedback from department managers and through random observation. The resultsmay initiate a reevaluation ( adaptation ) of stakeholder constellations, communicationstrategy, messages, and the division of communication between central and localmedia.

Final remarksCommunicating the integration of one or more companies into another company isnot rocket science. It is more complex. Virtually everything is at stake in anintegration process practicalities, corporate identity, individual identity, jobsecurity, emotion. Such massive change calls for a meticulously thought-throughcommunication process.

The integration communication model shown in Figure 1 is intended to identifysome of the most crucial elements in the communication process. In doing so itemphasizes the importance of supporting the building of a common corporateidentity., as well as underscoring the value of accepting and enabling the mid levelmanager 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 rightgut feeling, should prove to be a useful model for the difcult art of communicating mergers and acquisitions.

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Figure 1.Model for integrationcommunication

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Note1. 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.

ReferencesBalmer, J.M.T. and Dinnie, K. (1999), Corporate identity and corporate communications: the

antidote to merger madness, Corporate Communications: An International Journal , Vol. 4No. 4, pp. 182-92.

GCI Mannov and ACNielsen AIM (2002), Intern kommunikation (Survey).Hjrup, T. (1983), Det glemte folk, Institut for europisk folkelivsforskning, Statens

byggeforskningsinstitut, Kbenhavn. 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 identication and

salience: dening 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.htmvan 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 ReitzelsForlag, Kbenhavn.

Further readingBisgaard, P., Kjerulf, S. and Orbesen, A.L. (2004), Vkst gennem opkb og fusioner , Brsens

Forlag, Kbenhavn.

About the authorNana Balle (1968) is Communication Adviser with IBM Denmark, specializing in managinginternal and executive communication for a number of Danish and Nordic Executives as well asadvising on communicating major changes and transitions. She is a former Maersk Dataemployee, working as Communication Consultant, and became part of IBM at the IBM

acquisition of Maersk Data in 2004. Before joining Maersk, she was a TV Journalist. She holds aMaster Degree in political science (University of Aarhus), is a trained Journalist (Danish Schoolof Journalism) and Master of Corporate Communication (Aarhus School of Business). She isappointed External Examiner on the various Danish communication educations by the Ministryof Science, Technology and Innovation. She also volunteers as a mentor for immigrant andrefugee women. Nana Balle can be contacted at: [email protected]

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