How to Get More from Mergers and Acquisitions

How to Get More from Mergers and Acquisitions

There's value trapped in legacy systems and business processes after a merger or acquisition. It's up to you to find ways to set it free.

Name any industry that's challenged operationally or facing an uncertain future. Take financial services. This industry has been acquisition-focused for years, including during the upheavals of the past few months. But in many cases, such transactions occur in name only. The companies involved may change the signage and the stationery, but they don't change their business processes. The synergies promised to justify the transaction cost show up often as little more than goodwill on the balance sheet. As a result, significant, unrealized value remains locked up in what we might call "deferred mergers."

In this economy, there is greater urgency than ever to unlock that value, and I believe CIOs must be the architects who capture it (in partnership with the CEO or COO). CIOs are uniquely positioned for this role because they see the entire value chain, understand the costs of supporting multiple business models and architectures, and remain familiar with the technology road maps required to integrate businesses.

But not all CIOs apply this unique perspective in an activist way. Activist CIOs are businesspeople first and technologists second; they are focused on corporate business results and make their decisions through that lens. And they are willing to challenge the status quo as opposed to just asking the functional departments what their needs are every year.

Before coming to SAIC (Science Applications International Corporation), I often worked with companies that had deferred the integration of their acquisitions. I would lay out an integration strategy, quantify the costs incurred by the deferred integration and suggest ways to extract the trapped value. In some cases, I did that because the company's internal CIO did not have the will to challenge the status quo or authority to bring these issues to the business's attention. These CIOs had no voice at that table and were not materially involved when costs were originally estimated during due diligence.

In these engagements, as well as in my work at SAIC, I've learned several lessons about being an activist CIO in deferred merger environments.

Emphasize Materiality

Materiality—a case based on the hard facts—is the best approach to convince the business to attack its unrealized value. Extracting value from a merger or acquisition is a business problem, not a technology problem. By presenting facts, you help people understand this problem from a dollars and cents perspective. It's not an academic exercise.

For example, SAIC has grown both organically and through acquisition. Much of our intellectual capital and technical know-how is embedded in the IT infrastructure of those once-independent organizations. We unlock that value by providing an agile platform for rapid response to the market, asymmetric innovation and collaboration capabilities. To make this possible, the business wanted to get control of the line systems by migrating them to a centralized data center. But we in IT offered an alternative—a "virtual grid" that takes advantage of emerging technologies in cloud computing and virtualization. This approach reduces our energy and facility costs and provides enterprise IT governance without impairing line organization productivity. It's less expensive, helps us get to market more quickly and is more consistent with our business strategy than the alternative.

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