The Complete Package for Flawless Execution of Cross-Border M&A
Cross-border mergers and acquisitions (M&A) can be one of the most intense and chaotic periods a company will ever experience. Finally, mindful executives have a practical guide to execute mergers and acquisitions in the reality of today’s diverse global economy – Cross-Border Mergers and Acquisitions.
In this anticipated follow-up to Mergers and Acquisitions Integration Handbook, distinguished M&A expert Scott Whitaker delivers his popular brand of solid, actionable guidance to the complex process of cross-border M&A.
Whitaker has assembled ten leading experts representing the nine countries where the majority of global M&A activity occurs, who have collectively managed several hundred M&A transactions across dozens of industries. The expert contributors examine mission-critical topics, such as cross-border strategy and deal planning, culture and leadership alignment, integration planning and execution, and unique cross-border M&A transaction scenarios including carve-outs and divestitures.
Readers will gain unique perspectives and guidance to help them understand the complexities and risks of doing M&A across national, cultural, and linguistic boundaries, including:
- Legal, financial, social, and political interdependencies with cross-border integration
- Region- and country-specific trends and deal planning tips
- The role of culture in cross-border M&A
- M&A considerations for China and Japan
Cross-Border Mergers and Acquisitions gives you the tools, strategies, and real-world coaching you need to stand out as a master of international M&A execution. With this widely versatile action-oriented guide at your fingertips, you will learn how to:
- Confidently lead full life cycle transactions by identifying, understanding, and mitigating cross-border challenges
- Effectively deliver work streams and tasks with internationally proven tools and methodologies
- Maximize synergies by establishing robust governance and integration playbooks
- Achieve sustainable results with culture-building insights and action
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.
Table of Contents
Preface xi
About the Author xv
About the Contributors xvii
PART ONE Cross-Border Strategy and Deal Planning
CHAPTER 1 Cross-Border Deal Evolution and Rationale 3
Gilles Ourvoie
The Evolution of M&A and Cross-Border Deals 4
Strategic Motives 23
Factors Influencing Cross-Border Deals 28
Chapter Checklist 42
CHAPTER 2 Cross-Border M&A Strategy and Deal Planning Essentials 45
Michael Holm
M&A Strategy Overview 45
Components of Cross-Border M&A Strategy 50
Responsibilities and Accountability in the Organization 53
Target Company Criteria 56
Prepare and Plan for a Cross-Border Deal 59
Chapter Checklist 63
CHAPTER 3 Legal, Financial, Social, and Political Interdependencies with Cross-Border Integration 65
Andrew Scola
Introduction 65
Legal Impact 68
Financial Impact 78
Social Impact 81
Political Implications 82
Managing External Risks and Issues 84
Chapter Checklist 85
CHAPTER 4 Trends and Leading Practices in Global M&A 87
Thomas Kessler
Global Transaction Trends in the Post–Financial Crisis World 88
The M&A Life Cycle 89
Developing a Succinct Cross-Border Transaction Strategy 92
Matching M&A Strategy with Transaction Reality 98
Selecting the Right Candidate 102
Planning Cross-Border Due Diligence 105
Defining Successful Options and Strategies for Mitigating Execution Risk in Cross-Border M&A Transactions 107
Chapter Checklist 110
CHAPTER 5 Cross-Border M&A: Region- and Country-Specific Trends and Deal Planning Tips 111
Michael Holm
Introduction 111
Some Useful Cross-Border Insights and Tips 118
Understanding Corporate versus Country Cultures When Doing Cross-Border M&A Deals 120
Chapter Checklist 123
PART TWO Cross-Border Culture and Leadership Alignment
CHAPTER 6 Leading during Cross-Border M&A 127
Scott Whitaker
Why Leadership Is So Critical during M&A 128
Leadership Responsibilities of Acquiring Companies 129
Leadership Responsibilities of Target Companies 131
Leadership Responsibilities of the Integration Management Offi ce 133
Symptoms of A Leadership Void and How to Address Them 134
Leadership Leading Practices 136
Chapter Checklist 137
CHAPTER 7 The Role of Culture in Cross-Border M&A 139
Christophe Van Gampelaere
Understanding Cultural Management 139
Cultural Awareness 141
Strategy and Culture 149
Implementation 156
Chapter Checklist 164
CHAPTER 8 Managing National Reactions and Sovereignty Issues 167
Gilles Ourvoie
The Ambivalent Relation between Cross-Border M&A and National Interest 168
Inward Cross-Border Deals: Key Restrictions 174
International Differences and Similarities 189
How to Deal with Sensitive Cross-Border Transactions 190
Conclusion 196
Chapter Checklist 198
PART THREE Cross-Border Integration, Planning, and Execution
CHAPTER 9 Managing Pre–PMI Due Diligence 203
Eitan Grosbard
Introduction 204
Traditional Due Diligence 206
Integrated Due Diligence—360-Degree Due Diligence 219
Conducting the Due Diligence Process 224
Chapter Checklist 228
CHAPTER 10 Ramping Up an Integration Management Office and Day One in Cross-Border Deals 229
Stefan Hofmeyer
The Impact of an Integration Management Office on Cross-Border Integration 229
Understanding the Integration Management Office 232
Establishing and Executing the Integration Management Office 237
Day One: Starting the Integrate and Analyze Phases 247
Chapter Checklist 250
CHAPTER 11 Integration Decision Making and Process Strategy in Cross-Border Deals 251
Stefan Hofmeyer
Preparation and Localization of Decision Making 251
Primary Decision-Making Tools, Approaches, and Leading Practices 257
Leading Practices for Global Integration Process Change 263
Kaizen-Based Leading Practices 266
Catching the Wave of Change 268
Chapter Checklist 270
CHAPTER 12 Post-Merger Integration Process, Methodologies, and Tools 273
Thomas Kessler
The M&A Life Cycle 274
Strategic Selection 275
Integration Due Diligence 279
Pre-Signing 281
Post-Signing 283
Post-Closing 293
Chapter Checklist 298
CHAPTER 13 Managing Post-Merger Integration Globally 299
Eitan Grosbard
Introduction 300
Due Diligence 305
Relate 306
Analyze 316
Integrate 318
Chapter Checklist 319
CHAPTER 14 Country-Specific Trends and Tips for Integration Planning 321
Christophe Van Gampelaere
Opening 321
A Cultural Overview of the Most Active M&A Regions 323
Anglo-Saxon Regions 324
Asian Countries 328
European Countries and Regions 334
Summary 337
Chapter Checklist 338
CHAPTER 15 M&A and Post-Merger Integration Considerations for China and Japan 339
Robert Ping Yu, Makoto Ideno, and Masaki Yamamoto
Overview of M&A Trends in China 339
Issues and Approaches for Inbound M&A in China 343
Issues and Approaches for Outbound M&A from China 353
Chapter Checklist for Part 1: China 356
Overview of M&A and Post-Merger Integration in Japan 357
Issues and Approaches for Outbound M&A and Post-Merger Integration from Japan 358
Issues and Approaches for Inbound M&A and Post-Merger Integration in Japan 361
Chapter Checklist for Part 2: Japan 365
CHAPTER 16 Cross-Border Synergy Program Management 367
Michael Holm
Introduction 367
Defi ning and Validating Synergies 371
Structuring Synergy Programs 376
Critical Actions to Capture Synergies 378
Post-Closing Due Diligence 384
Chapter Checklist 388
PART FOUR Unique Cross-Border M&A Transaction Scenarios
CHAPTER 17 Managing Carve-Outs and Transition Service Agreements 391
Andrew Scola
Introduction to Divestitures and Carve-Outs 391
The Context of Divestiture Impacts Carve-Out Processes 392
Divestiture Program Overview 394
Planning a Carve-Out and Transition 395
Program Structure 398
Managing the Transition Service Agreement 407
Chapter Checklist 409
CHAPTER 18 Joint Ventures 411
Thomas Kessler
The Joint Venture Life Cycle 411
Chapter Checklist 423
Index 425
