Human Resource Due Diligence within the Context of Mergers & Acquisitions

Table of Contents

1 Abstract
1.1 Preface
1.1.1 The company - ADMECO AG
1.1.2 Investor - Nordic Medial Supply (NMS) ApS

2 Introduction
2.1 Issues & Challenges
2.2 M&A Facts
2.2.1 Cross-border M&A Facts
2.3 Context of the Study - Issues and Objective
2.4 Reason for Selecting
2.5 Outline & Structure of Project
2.5.1 Limitation & Focus
2.5.2 External Constraints & Conceptual Limitations
2.5.3 Research Limitations
2.6 Terminology

3 Literature Review
3.1 Introduction
3.1.1 Merger & Acquisition (M&A)
3.1.2 Types of M&A’s
3.1.3 Phases of M&A
3.1.4 Reasons for M&A’s
3.1.4.1 Market Synergies
3.1.4.2 Other reasons for M&A
3.1.5 Cross-border M&A
3.1.5.1 Cross-Border M&A Challenges
3.1.5.2 Specifics of Cross-Border M&A
3.1.6 Cultural Issues
3.1.6.1 Cross-Cultural Differences
3.1.6.2 International M&A’s - Cross-Cultural Aspects
3.1.6.3 Success Factors
3.1.6.4 Hofstede’s Dimensions of Cultural Variability
3.1.7 Human Resources (HR)
3.1.7.1 International HR Management - Impact & Practise
3.1.7.2 HR Impact - Home & Host Country Effect
3.2 Due Diligence
3.2.1 Integration Begins with Due Diligence
3.2.2 Human Resource Due Diligence
3.2.2.1 HR Due Diligence in M&A’s
3.2.2.2 Value of Human Resources
3.2.2.3 Value of Human Capital
3.2.2.4 Importance for an HR- Checklist
3.3 Human Resource Accounting (HRA)
3.3.1 Parallels with Corporate Evaluation Method
3.3.2 The Human Replacement Cost Model
3.3.3 Mathematical HRA Models
3.3.3.1 Monetary Valuation Models
3.3.3.1.1 Flamholtz’s Stochastic Rewards Evaluation Model
3.3.3.1.2 Hermanson Model
3.3.3.1.3 Lev/Schwartz Compensation Model
3.3.3.2 None-monetary Valuation Models
3.3.3.2.1 Likert/Bowers Model
3.3.3.2.2 Wucknitz Model
3.3.3.2.3 Fitz-enz’s HR Scorecard Model
3.4 Conclusion

4 Methodology
4.1 ADMECO and its transformation
4.2 Objective
4.3 Data Collection Method & Analysis
4.3.1 The Intend
4.3.2 Sources of Data
4.3.2.1 Primary Data Collection
4.3.2.2 Secondary Data Collection
4.3.3 Measurement Methods
4.3.3.1 Gaining Access - Management
4.3.3.2 Qualitative Approach
4.3.3.3 Selection of Sample
4.3.3.4 Analytical Approach
4.3.4 Summary

5 Findings
5.1 New Monetary HRA Valuation Model
5.1.1 Model Description
5.1.2 Naming the New Model
5.1.2.1 Valuation of the Model
5.1.2.2 The Valuation Process
5.1.2.2.1 Service State & Value
5.1.2.2.2 Valuation Period
5.1.2.2.3 Mobility Probabilities
5.2 Interpretation of Results
5.2.1 Economic Monetary Values - An Overview
5.2.1.1 HR Replacement Cost at ADMECO
5.2.1.2 Appreciation & Problems of the Stochastic Rewards Valuation Process
5.2.2 M&A
5.2.3 Cross-Border HR Issues
5.2.4 Findings on Cultural Issues
5.3 Conclusion

6 Discussions & Recommendation
6.1 Discussion / Comments on Available HRA models
6.1.1 Stochastic Rewards Evaluation Model
6.1.2 Hermanson Model
6.1.3 Lev/Schwartz Compensation Model
6.1.4 Likert’s Model
6.2 Resurgence of Interest in HRA
6.3 The New HRA Model
6.3.1 The New Model
6.3.2 Valuation of the New HRA Model
6.3.3 Testing the New HRA Model Validity
6.3.3.1 Discussion of the Model
6.3.3.2 Mathematical Statement of the New HRA Model
6.4 The Other Simplistic Equations on Human Capital
6.5 The Expert Expertise on M&A
6.6 Cultural Issues
6.6.1 Cultural Awareness and Communications
6.7 Denmark & Switzerland
6.7.1 Trade Barriers
6.7.1.1 The Communication Barrier
6.7.1.2 The Mental Barrier
6.7.1.3 The Organisational Barrier
6.8 Recommendations

7 Conclusion
7.1 Human Resource Accounting Model
7.1.1 Future Directions of HRA
7.2 Cultural Conclusion
7.3 Cross-Border M&A
7.4 Communication
7.5 Final Remark

8 Personal Reflections

9 Bibliography / Appendix / References / Glossary
9.1 Bibliography
9.2 Appendices
9.2.1 The Economic Monetary Value Results
9.2.1.1 E(RV) of Balanced Employee Relations
9.2.1.2 Service State & Values
9.2.1.3 Mobility Probabilities
9.2.1.4 Employee Replacement Cost
9.2.1.5 Likert’s Variables (Control Factor)
9.2.1.6 Expected Conditional Value [ E(CV)]
9.2.1.7 Expected Realisable Value [E(RV)]
9.2.2 Limited Due Diligence (ADMECO AG)
9.2.2.1 Legal, organisational and ownership structure of the business
9.2.2.2 General and Contractual Matters
9.2.2.3 Accounting controls and Policies
9.2.2.4 Overview of the Accounting Policies & Controls
9.2.2.5 Financial Statement Information
9.2.2.6 Historical Operating- Information
9.2.2.7 Historical Balance Sheet Information
9.2.2.8 Forecasted Financial Statements
9.2.2.9 Management Information System
9.2.2.10 Risk Management
9.2.2.11 Human Resources
9.2.2.12 Taxes
9.2.3 HR Due Diligence Checklist
9.2.4 Aspects by Country
9.2.4.1 Switzerland
9.2.4.1.1 General Aspects
9.2.4.1.2 Economic Data
9.2.4.1.3 M&A Legislation Overview
9.2.4.1.4 Swiss Merger Law
9.2.4.2 Denmark
9.2.4.2.1 General Aspects
9.2.4.2.2 Economic Data
9.2.4.2.3 M&A Legislation Overview
9.2.5 Commercially Available HRA Software’s
9.3 Glossary
9.4 References

Table of Figures

Figure 1: M&A Activity 1968 to 6/2004 (U.S. & U.S. Cross-border Transactions)

Figure 2: Analysis by deal type (1st half of 2004 vs. 2003)

Figure 3: FDI Inflows by Host Region; Denmark vs. Switzerland (1991-2002)

Figure 4: Five-Phase Models

Figure 5: Three-Phase Models

Figure 6: International M&A Activities vs. Cross-border Ratio’s (1990-2001)

Figure 7: Hofstede's - Power Distance and Avoidance Scale

Figure 8: Communication Process - Four-Phases

Figure 9: Aspects and Fields of Due Diligence

Figure 10: HR Processes (Stages at which HR is being Implemented)

Figure 11: Human Capital (HC)

Figure 12: Illustrates an overview of HRA

Figure 13: Calculation of Discounted Cash Flow

Figure 14: Expected Conditional Value of Staff

Figure 15: Expected Realizable Value of Staff

Figure 16: Description of Stochastic Rewards Evaluation Model Expressions

Figure 17: Flamholtz Model - Determinants of Individual's Values

Figure 18: Likert's Model - Relationship among HR Dimensions

Figure 19: Corporate Human Capital Scorecard (Fitz-enz, 2000, p.46)

Figure 20: Expected Realisable Value of Balanced Employee Relations

Figure 21: External Individual Control Factor Equation

Figure 22: Internal Managerial Control Factor Equation

Figure 23: Economic Monetary Values (Stochastic Rewards Valuation vs. New Model)

Figure 24: Mathematical Statement of Model

Figure 25: Corporate Cultural Differences

Figure 26: Organisational Structure (June 2004)

Figure 27: Economic and Financial Data for Switzerland

Abbreviations

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1 Abstract

The process of M&A (Mergers & Acquisitions) represents a predominate form of expansion, growth and internationalisation. In the past, M&A research into the strategic fit producing optimal synergies between two corporations has largely focused on the financial, legal and economic aspects of any prospective deal. Only since the increased awareness of a nearly fifty percent failure ratei has there also been growing consciousness of HR’s significance in this equation, together with the cultural aspects of integration strategies, and the cultural factors for globalisation - in other words, the cultural fit!¹

In global terms, there is increasing acknowledgement and awareness of intellectual capital as a core economic resource, rating the significance of a company’s sum of human capital and intellectual property on a par with physical assets such as equipment, plant and inventories. Empirical evidence suggests that the management of cultural and human factors in a M&A implementation is crucial for smooth integration and overall positive outcome.

The project ]work discusses, investigates, and reports on research into the essentials of human resource due diligence and its cultural aspects in a cross-border integration. It focuses on human resource management and cultural integration during a M&A phase. It also points out specific findings on integration using and intensive HR due diligence approach. The issues of discussions are based on a wide range of literature supported by findings of empirical studies published internationally and the M&A knowledge of the management staff . The project intends to tackle the contrast between pre-acquisition motives and post-acquisition behaviour, and the subtle process of sound integration in terms of HR due diligence in general cross-border M&A. The work will touch on the measurement approaches of the field of human resource accounting (HRA), specifically the stochastic rewards valuation model for M&A, as a tools for the measurement of the value of the ROI on human capital.

The discussion on cultural integration includes cultural fit, cultural change and management across national cultures in mergers and acquisitions. Addressing these issues is designed to provide further insights for the two companies in question into the significance of HR due diligence in the run-up to any possible merger or an acquisition of ADMECO AG.

Key words: HR due diligence, M&A, cross-border, cultural, HR Accounting

Andreas C. Keller, Hochdorf, August 2004

1.1 Preface

Small medical equipment companies in Switzerland are facing a challenge on two fronts: first, keeping up with a rapidly increasing diversified healthcare market, and secondly, asserting market share despite increased competition within the European and global hospital OR market segment. ADMECO AG growth over the last 10 years has produced a horizontal organisation yet the company has shown a marked inability to realise an overall aim taking it beyond strategy, structure and systems to a framework built on purpose, process and people.

Founded in 1981, the company missed the point for effective diversification, failing to tailor new products (e.g., service-based products) to meet customer needs. The service line has not been widened to explore ways of penetrating new market areas with, for instance, asset management based services for hospital providers. Similarly, neither has the product portfolio been broadened to incorporate sales tools that, for example, replace standard contracts with risk sharing ones.

Additionally, ADMECO has not shown itself able to effectively communicate and reinforce its plan to achieve strategic resonance. The company lacks the resonance between the speed of domestic and international market changes and the speed of management response. Rapid market changes in the past did not culminate in the company radically repositioning itself internationally.

Against such a background, it is doubtful whether the present corporate outlook can guarantee long-term sustained "fast profitable growth" for their business. ADMECO’s CEO, Pierre van den Wildenberg² recognises that the increased struggle for competitive advantage nowadays makes it almost essential to join forces.

1.1.1 The company - ADMECO AG

ADMECO AG³ is a small medical device company offering concepts and solutions for the hospital market, in particular, operating theatres and clean room environments. Its strategy is based on factors such as market penetration, the patent status of products , the regional location of their major customers, their financial strengths, and the resources the company can bring to bear on changing market opportunities.

1.1.2 Investor - Nordic Medial Supply (NMS) ApS

Nordic Medical Supply (NMS) is a Danish owned company and a subsidiary of Scandinavian Medical Group (SMG), a leading medical device company supplying products and services to the hospital market in Scandinavia (Denmark, Norway, Sweden, Finland), Russia, and Iceland. NMS was established in 1999 and, together with Zimmer Scandinavia, is a subsidiary of SMG.

2 Introduction

2.1 Issues & Challenges

In the nineties, the number of domestic as well as cross-border mergers and acquisitions had grown significantly before it dropped after 2001. The growth was mostly based on an expanding economic environment and bullish stock markets. The increasing importance of information technology (IT) at the end of the nineties did not just trigger a boom on the NASDAQ, it also led to overall improving share prices, hiking the value of such companies as they matched market capitalisation. In this process, shares took on an ever more prominent role as a currency in M&A deals - with the result that some deals took place without any detailed long-term planning or any clear structure of pre- and post-merger integration, or how to align corporate cultures.

In general, classic due diligence covers risks from the current state and potential future state of the M&A. However, this provides only for a somewhat limited remit. Some of the soft areas of a M&A cover the “human” side of business relations, i.e., feelings and/or values, which are traditionally only taken into account too late during during process term. For example, there may be interpersonal conflicts and / or cultural differences between the acquiring and acquired management which could lead to postmerger failure if the deal actually goes through.

During a M&A, pertinent questions are: Which key people must be retained and which core areas of competence are crucial and need to be kept? What are the corporate cultural discrepancies between the companies? What losses in productivity or personnel defections could they cause? What would this cost the company? (Galpin et al.,2000,p14)?

Generally, the classic due diligence approach ignores the conflict management issues. Empirical evidence suggests that the assimilation of different corporate cultures and values poses conflicts. Therefore the ADMECO and NMS recognise the importance of its human capital and its importance of HR due diligence within the evaluation, the pre- or and postmerger phase.

2.2 M&A Facts

The M&A deals for the 1st half of 2004 are significantly higher as against the same period last year and the second half of 2003 (ZEPHYR, 2004⁴ ). The number of deals rose by 62% for the Human Resource Due Diligence within the Context of M&A same period last year in North America. Europe and Asia are up by similar amounts of 45% and 46% respectively. Africa is in the red for the same period, facing a deal value change of -46% and -85% for the Middle East. The numbers show that North America is pulling away from Europe - a prerequisite of a vibrant M&A market, as Ed Mountfield at ZEPHYR points out, is a vibrant US market. The financial (banking, insurance) sector still dominates, with 277’009 or 16.3% of the total. However, the computer and internet service market is very active sector, suggesting a convalescing market after 2001, the year the bubble burst. Globally, for the 1st half of 2004, the combined figures for Europe and North America give a majority of 76% in numbers of deals and 83% for deal values. The U.S. and U.S. cross-border activities are illustrated in Figure 1 (source: www.mergerstat.com - as of 10. July, 2004 - value is the base equity offered).

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Figure 1: M&A Activity 1968 to 6/2004 (U.S. & U.S. Cross-border Transactions)

In Europe France, Sanofi-Synthelabo SA acquired Aventis SA to 100% and is one of a top M&A deals in progress as of June 21, 2004, with a deal value of €55.3 billions. Telefonica Moviles SA (Spain) has a top cross-border deal in progress for 100% assets of BellSouth Corp. Latin American - rated at €4.6 billions.

Not every M&A deal is a 100% acquisition, an analysis by deal type is illustrated in Figure 2⁵

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Figure 2: Analysis by deal type (1st half of 2004 vs. 2003)

2.2.1 Cross-border M&A Facts

According to a PR released by UNCTAD, the global foreign direct investment (FDI) flow in 2003 remained flat, at €535 billion as against €534 in 2002⁶, after 2001 and 2000 experienced two consecutive declines down from €676 billion and €1.15 trillion respectively. As UNCTAD points out, the continuing low value and numbers of cross-border M&As (the key drivers of global FDI flows) contributed significantly to the downturn.

Boosted by signs of an improving global economy in early 2004, UNCTAD predicted FDI flows bouncing back this year as investor confidence grows, M&A transactions recover, and corporate profitability increases.

As research has shown, patterns of M&A activity tend to reflect managerial assumptions on and perceptions of the similarity and compatibility of different national cultures and business styles (Gersten et al.,1998,p10) . Such research has found that given a choice, Northern European countries such as U.K., Sweden, and Denmark would prefer to enter business partnerships with other North European and American organisations. The figure below depicts the FDI Inflows by host region relevant for this project (www.unctad.org).

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Figure 3: FDI Inflows by Host Region; Denmark vs. Switzerland (1991-2002)

2.3 Context of the Study - Issues and Objective

The purpose of this project is to investigate the evaluation of HR due diligence to achieve effective integration between two culturally different companies - in this instance, the Swiss company ADMECO AG and the Danish investor NMS ApS. One of the main reasons why mergers & acquisitions fail can be found in the “staff” factor or human resource management (HRM). The issues this project intends to tackle will cover the contrast between pre-acquisition motives and post-acquisition behaviour, and the subtle process of sound integration in terms of HR due diligence and the cultural fit in general.

The Danish investor, Kim Hafstrøm⁷ believes that conducting HR Due Diligence allows the parties to understand associated employee issues and sees this as a significant and important step in ensuring the success of an organisation, in particular of a M&A. HR Due Diligence is not just used to evaluate an organisation, but also the actual sale/merger and the post-sale/merger in the period of change during the phases of a pre-sale/merger. It ensures:

- all information is obtained on employment liabilities/costs, hence reducing the risk of employment litigation.
- management teams are audited on qualifications and the teams reviewed that will be integrated and work together to make it a success.
- disruption to the organisation is minimised in the area of possible employment disputes.  space is left to focus on the daily business tasks ahead.
- business transitions are run as smoothly as possible.
- an atmosphere of positive external PR in relation to customers, distributors, suppliers and the media is created.

2.4 Reason for Selecting

The business reasons for choosing this project are:

- The real opportunity to allow me to determine the strategic, cultural fit between the crossborder integration of ADMECO & NMS for the investor.
- The chance to establish the general determinants- the key success factors of HR due diligence during the M&A process.
- The use of analytical, mathematical models to analyse ADMECO’s operations in terms of HR due diligence and its cultural fit with NMS.
- The need for NMS to understand the cultural difference and position itself in this changing market environment.

The academic reasons for choosing this project are:

- The intention to use HR due diligence as a valuation instrument, a mathematical model
for M&A - identifying methods to measure integration as well as human success.
- To discuss the significance of HR due diligence for the overall success of an M&A transaction, and in particular the cultural aspects of cross border M&A transactions.  To apply and test the methods of M&A in a real life case.
- To analyse the individual determinants, the factors influencing the qualitative and quantitative deployment of HR due diligence.
- The opportunity to use many of the MBA tools in addition to MPIO, including Finance, and Operations, and electives such as Power & Organisations and Organisational Ethics.
- The desire to gain an insight into the real value of HR outcomes (both of analytical and process-oriented approaches) in terms of the M&A process.

2.5 Outline & Structure of Project

The report will contains four parts:

1. Abstract/Introduction & Context: The abstract will be the outline of the general field of HR due diligence along with a detail introduction of the particular M&A context of the study. It establishes the concept of due diligence and the focus of HR due diligence in the context of a M&A setting, and also provides a definition of the terminology used.

2. Part 1:

- Literature review - This review offers an insight into the relevant M&A literature as it relates to the field of HR due diligence and provides a critical discussion of it. Furthermore, it will show how existing studies have influenced the area, critically comparing different sets of literature & authors, and relating findings to similar work.
- Methodology - The methodology section begins with an assessment of the tools available and discusses how best to implement and use the information for the project - this theoretical part defines the methodology. I intend to describe the methodology used, discuss the reasons for selecting it, explain the data gathering process, the analysis model, and the problems and limitations in data gathering and analysis.

3. Part 2:

- Findings - This section will summarise the findings from the data gathered and categorized under the HR due diligence heading; the findings are presented so as to answer the “SO WHAT” questions.
- Discussions/Recommendation - Here, the findings are critically considered in terms of the literature and pertinent theory, with key areas of convergence and divergence under HR due diligence within a M&A setting summarised, and a critical review of the areas of divergence.

4. Part 3:

- Conclusions - The findings themselves will, of course, lead particular conclusions to be drawn within the detailed context, although this will then be expanded to produce general conclusions for applicable fields, identifying areas for potential further study and, finally, a brief summary of personal lessons learnt.
- Bibliography/References/Appendix - The research is followed by a comprehensive bibliography, with references and appendix, and a list of items used in the preparation for this research. This will also include any key extracts from other documents needed to support the arguments.

2.5.1 Limitation & Focus

The project 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 HR due diligence aspects of M&A’s. Special attention is given to the issue of the cultural impact of an M&A process and in particular to HRA, the stochastic reward evaluation model.

As HR due diligence practices, legal frameworks and organisational backgrounds are subject to major differences from country to country, the framework of Switzerland, Denmark and the USA is used with regard to legal aspects and its HR due diligence practices.

2.5.2 External Constraints & Conceptual Limitations

The project timeline may prove to be a main external constraint, since I am intending to take as comprehensive approach as possible and this requires obtaining feedback and input from key members of both companies from Switzerland (Hochdorf) and Denmark (Copenhagen). Although I am used to consulting and the associated problems, this will be the first time that I am undertaking any comprehensive evaluation of HR due diligence. Furthermore, I also lack the experience in conducting a comprehensive HR due diligence research, although I am familiar with interview techniques and limited due diligence techniques.

The client-related work will be conducted in Swiss-German & English. There may, therefore, be additional time needed to prepare for meetings or translate outcomes into English to be included in the project documents.

Finally, it may prove difficult to locate any similar data for comparisons, since most other small size Swiss medical equipment companies are privately owned.

2.5.3 Research Limitations

Apart from research sources described in the part 1 “Literature review” most of the intelligence on this subject has been gained by specialized M&A consultancies. The knowledge of those corporations forms a significant part of their competitive advantages and an integral part of their customer relationships, and consequently most of the research studies are prepared for internal use only. Due to these STRICTLY CONFIDENTIALITY reasons, the majority of the project work is not published or generally accessible. The project work has been written and developed with limited collaboration of ADMECO AG & NMS, without any outside sponsor access to research resources or sensitive information at all. Additionally, most of the research reports available are written for business-to-business clients and thus rather expensive. Although there are some exceptions to this, and company collaboration, especially in terms of interview partners, was of considerable value for the feasibility of this project, the author had to rely largely on information available in the public sphere.

2.6 Terminology

To avoid ambiguity and to facilitate a better understanding of the text, it is necessary to define how some terms are used. The way some key words are used here reflects a specific perception and the specific circumstances of this project (see also Literature Review).

Abbildung in dieser Leseprobe nicht enthalten⁸,⁹,¹⁰,¹¹,¹²

3 Literature Review

This part of the project is a critical discussion of existing literature by evaluating the effects of HR due diligence in the context of a M&A. It reports on research of essentials human resource due diligence and its cultural aspects in a cross-border integration. It focuses on human resource management and cultural integration concerning a M&A phase. It also points out specific findings on integration using an intensive human capital and cultural due diligence approach, touching on human resources accounting (HRA) with the stochastic rewards evaluation model as a valuation instrument for management progress.

3.1 Introduction

Nowadays, the term M&A is one of the most commonly used terms in strategic management. The M&A business is therefore one of the core activities for consultants and a highly profitable sector of financial advisory services. One essential criterion explaining the central position of managing M&A deals could be seen in the extreme complexity of such a transaction.

HR issues relating to M&A’s are more problematic, when engaging in cross-border deals. A countries legal frameworks and its cultural aspects pose added challenges, not found in singlecountry deals (Rees et al., 2003p.vii).

3.1.1 Merger & Acquisition (M&A)

The terms mergers and acquisitions are widely used interchangeably and for a wide range of business transactions (Gaughan, 1999,p.7). According to most scholars, a merger is a combination of two distinct companies in which only one company survives and the merged company no longer exists (Reed et.al,1999,p.4). Assets and liabilities of both companies then belong to the surviving company. According to Gaughan, the relative size of the merging partners is relevant for the definition of the transaction. Corporations of about equal size consolidate, whereas companies of different size merge. The former is often referred to as a `merger of equals', usually permitting transactions of a larger scale than could otherwise be realized (Achleitner,2000,pp2113-2115).

An acquisition is generally understood as a transfer of ownership (Reed et.al,1999,p.6). In the context of M&A, the definition commonly focuses on those acquisitions that give the buyer de facto managerial control (Gaughan, 1999,p.7). Hence, listed companies are acquired by purchasing the absolute majority of shares usually at a premium to the current stock price (DePamphilis, 2001,p.7). For non-listed, privately held companies the acquisition agreement is directly negotiated with the respective owners (DePamphilis, 2001,p.351). Consequently, the terms mergers and acquisitions do not describe different transactions but rather describe business transactions from different angles (Scholz,2000,p.11).

An acquisition is seen as the act of purchasing either parts of a company or an entire company. This may lead to a merger, through which two legal entities become one. However, because of the greater complexity involved, full-scale mergers account for the minority of M&A transactions (Achleitner,1999,p137).

The term ‘Mergers and Acquisitions' again has to be seen in a somewhat different light. Though some authors, like Achleitner, define M&A as the combination of two companies by means of mergers and/or acquisitions, most scholars view it as a term describing all kinds of corporate investment (Achleitner, 2000,p.2113). Already in 1988, Copeland and Weston noted that the traditional subject of M&A has been extended which includes takeovers and associated issues of corporate reform, corporate control, and changes of ownership arrangement of firms (Copeland et. al.,1999,p676). Thus, the widely followed Anglo-American interpretation of M&A comprises a wider range, including various aspects of expansion, sell-offs, and restructuring activities. (Copeland et. al.,1999,p677).

Given the broad range of concerns included under the M&A heading, this project clearly needs to be focused on one particular aspect and will therefore concentrate on the issue of due diligence.

3.1.2 Types of M&A’s

M&A deals as defined above can be categorized by strategic intention, type of purchase, structure, and management consent (DePamphilis, 2001,p.5).

From a strategic perspective, M&A transactions are classified as either horizontal, vertical, or conglomerate as Gaughan writes. (1999,p.7). Gersten takes a step further, distinguishing his between 5 types of acquisitions (Gersten et. al., 1998,p.61), defined as follows:

- Horizontal Acquisition - acquiring an organisation with a comparable product mix.
- Vertical Acquisition - acquiring an organisation lower or higher in the vertical value chain.
- Conglomerate - acquiring an organisation with no product or market similarities.
- Concentric Acquisition or Increase of Product Mix - acquiring an organisation with similar production or distribution processes.
- Increased Market Reach - acquiring an organisation with similar products but operating in different markets.

In terms of types of purchase, there are principally two distinctions to be made: share purchase/deal (stock acquisition) and asset purchase/deal (Scholz,2000,p.8/Lucks et.al.,2002,p24).

Share purchases imply partial or full acquisition of corporate assets and responsibilities, whereas asset purchases focus on buying company assets, i.e., goods and rights (Jansen,2001,p162). Deciding on the type of approach to be adopted is fundamental in nature and plays a key role in taxation and balance sheet issues (Lucks et.al.,2002,p27). The most common type of purchase is via share deals because these are less complex to manage, both in terms of legal restrictions and the coordination needed (Scholz,2000,p.8).

DePamphilis (2001,p5) also further uses statutory versus subsidiary mergers to distinguish mergers from a structural perspective.

Statutory mergers are defined as the the acquiring entity assumimg all the acquired company’s assets and liabilities, whereas a subsidiary merger targets a subsidiary of the parent. A further distinction is between the reverse merger, where the acquirer is absorbed by the acquiree, and the forward merger, where the acquiree merges into the acquirer (Reed et al.,1999,p.262). When it comes to stock acquisitions, management consent in the target company provides a basis for distinguishing between friendly acquisitions and hostile takeovers, with the latter defined as acquisitions opposed by the target company's management (Jansen,2001,p60). Hostile takeovers exist in different forms and are initiated either by traditional techniques (i.e., tender offer) or those often named after military operations (e.g., dawn raid, proxy fight or bear hug) (Achleitner,1999,p190).

3.1.3 Phases of M&A

According to Galpin et al. (2000,p.19);"A large part of what makes a deal successful after you complete it is what you do before you complete it.”

Gut-Villa (1997, p38) offers two specific M&A phase models, presented below in figures 4 & 5.

Figure 4: Five-Phase Models

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Figure 5: Three-Phase Models

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3.1.4 Reasons for M&A’s

3.1.4.1 Market Synergies

- Market share - Companies commonly acquire to augment their market share and, given the requisite care and effort, this goal is realistic. Nonetheless, it is not totally obvious why shareholders would not benefit more by a process of building up the prospective market share internally, or whether the greater market share to be acquired would inevitably contribute to increasing shareholder value. Frequently, before synergy can be achieved, the acquired company has to undergo an expensive and radical restructuring process (Bengtsson,1992, p12).
- Market power - Market power is not the same as market share, and measured by market size, resources and capabilities to compete on the marketplace. By buying a competitor, synergies with suppliers or distributors can be released, or competitive advantage improved over businesses in related industries (Bengtsson,199,p.14).

3.1.4.2 Other reasons for M&A

- Tax considerations - grip in foreign markets (Cross-border M&A)
- R&D Cost
- Increased speed to market
- Lower risk as compared to new product development
- Maximising shareholder value (Hill et al.,1994)
- Economies of scale
- Economies of vertical/horizontal integration
- Complementary resources

3.1.5 Cross-border M&A

A firm undertakes cross-border mergers for an entire range of reasons, including the struggle for scale, structural pressures, driven intensive consolidation, response to technological or pre- empting restructuring, changes, increases in scale to market, the need to advertise globally, exhaustion of the domestic merger route, and the chance to gain a grip in new markets (Alexander,2000).

Markets and production processes becoming increasingly multifaceted; moreover, the skill mix of different country workforces is diverse. Cross-border M&A then can be viewed as an important tool for an efficient allocation of resources, allowing sizeable synergies to be achieved. (Hannah,1993,p281)

Cross-border mergers have become common as the globalisation of markets increases. If two companies located in different countries intend to extend their areas of production and sales, then cross-border mergers provide an effective way for both companies to achieve their objectives. They need not surrender their identity, and although shareholders’ voting may shrink, it will not disappear. Further driving forces behind such cross-border mergers can be found in worldwide capacity surpluses, technological innovation, or regulatory changes, for example, the EU’s introduction of a single European currency. (Schmidt,1999,p3)

In the case of cross-border acquisitions, companies find it easier and cheaper to buy a company than create growth via internal activities directed at building brand names overseas.

What cross-border mergers and acquisitions have in common is the desire to expand into a new market. Not only will the acquiring company then buy the usual tangible assets of the target, but it will also acquire the valuable intangibles, including market knowledge and business practices. As Davis et al. (1993,p330) pointed out, creating such information synergies is one of the most appealing features of cross-border M&A.

European cross-border M&A are driven by the firms’ aim of successfully competing with other international firms - a goal requiring a global or, at least, a European presence. The trend toward global M&A is likely to continue for years to come; a professional and strategic approach is steadily growing in importance and is increasingly seen as absolutely indispensable.

3.1.5.1 Cross-Border M&A Challenges

As regards activities on an international level, it is particularly true that cross-border M&A offer the fastest way for substantial market entry, and seemingly offering guaranteed stability, far more so than growth via internal expansion with all the difficulties in factors like language and tariff barriers (Gaughan,1999,p.117). In addition to globalization, there are a variety of market forces responsible for this development. Free trade zones like the EU, ASEAN or NAFTA allow easier cross-border deals inside their areas, yet also attract outsiders, worried that expansion of trade agreements will ultimately lead to higher entry barriers for them (Achhleitner, 1999,p.145). Other forces driving cross-border M&A activity include foreign technology, chances of low-cost new product development, increased speed to market, advantages in differentiated products, government incentives, exchange rates, raising political and economic stability, following clients to foreign markets, and lastly the increasing need for geographical diversification (Weston et al., 2001, p511).

Cross-border M&A volume relative to worldwide M&A has risen steadily since 1997, reaching about one third of all M&A transactions in 2001 (UNCTAD, 2002,p337). The M&A research sample of Rossi et al. (2003, p5) included over 45’536 deals from 1990 to 2001 in 49 countries, with the calculated average of the cross-border ratio at 42.8%. The findings showed higher M&A activities in countries with better investor protection. The USA accounted for the highest M&A activities of 65.6% but also for the highest rate of hostile takeovers (6.4%). The two countries of interest in this project are listed in Figure 6. below:

Figure 6: International M&A Activities vs. Cross-border Ratio’s (1990-2001)

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Kinsey (Kinsey,2002,p38) pointed out, that cross-border M&A provide some great opportunities for companies willing to expand, yet, because of their greater complexity, demand even more preparation and care than domestic transactions.

3.1.5.2 Specifics of Cross-Border M&A

Most of the general aspects of M&A discussed before apply in the same manner to cross-border transactions, especially in terms of strategy and planning. However, the process is usually significantly longer (Lucks et.al.,2002,p266). In all cases, the M&A strategy has to be aligned with the internationalization strategy, which, in turn, forms the most important element of successful transactions (Scholz,2000,p.26). Regarding the transaction itself, the respective target country’s regulatory framework is vital in setting the range of general feasibility (Lucks et.al.,2002,p252). Another major aspect involved is the added national cultural distance between the buyer and the vendor country, especially in achieving initial objectives in the PMI process(Lucks et.al.,2002,p253). Thus, not surprisingly, Forstmann found "a reasonably strong relationship between measured cultural differences and problems of integration" (Fortsmann,1998,p.79).

Since cross-border M&A have to be seen in the context of the respective countries, only some general highlights are given in the following text: typical problems include the lack of information inputs for valuation and widely differing legal standards from those in known business practices.

In November 2003, the European Commission presented a Directive to make cross-border mergers easier by overcoming obstacles found in differing national laws. The proposed directive on cross-border merger procedure is intended to be governed by each Member State, using the principles and rules applicable to domestic mergers¹³.

3.1.6 Cultural Issues

There is increasing evidence that cultural incompatibility is the single largest cause of lack of projected performance, leading to the departure of key executives and time-consuming conflicts in the consolidation of businesses (Ernst & Young, 1994).

The concept of culture is not new, but has been a topic of interest and dispute for hundreds of years (Maletzke,1996,p.15). One of the main reasons for the problematic discussion of the term ‘culture’ is certainly the range of meanings and connotations it has, especially in English. Culture derives from the Latin ‘colere’, not only meaning ‘cultivate’, but also ‘inhabit’ and ‘worship’ - a complex that might help explain why culture has come to imply not only the simple cultivation of soil but training and refining our intellects, manners and tastes (Hofstede, 1984,p.21). However, mere etymological definitions do not answer the question of what culture actually is. One possible reply - and, in my view, a suitable one - would be: “Culture consists in patterned ways of thinking, feeling and reacting, acquired and transmitted mainly by symbols, constituting the distinctive achievements of human groups, including their embodiments in artefacts; the essential core of culture consists of traditional (i.e. historically derived and selected) ideas and especially their attached values” (Hofstede,1984,p.21). In other words, culture is omnipresent in our everyday lives, just as thinking, feeling and reacting are a part of it.

3.1.6.1 Cross-Cultural Differences

Although universally applicable values can be found in every society, there are many values that differ from culture to culture. European countries and the USA are rather individualistic cultures, whereas Arabic and Asian countries have a more collectivistic culture. The general aspects of M&A discussed, especially in terms of strategy and planning, applies in a similar manner to cross-border transactions, although in some cultures the process is usually significantly longer (Lucks et al.,p.266). In all cases, the M&A strategy has to be aligned with the internationalization strategy; this. in turn, forms the most important element of successful transactions (Scholz,2000,p26/Lucks et al.,2002,p.253). As regards the transaction itself, the regulatory framework of the respective target country is vital in setting the scope of general feasibility (Lucks et al.,p.252); one further major aspect is the added national cultural distance between the buyer and the vendor country - especially evident in achieving initial objectives in the PMI process (Lucks et al.,p.253). Consequently - and not surprisingly -, Forstmann (1998,p.79) found "a reasonably strong relationship between measured cultural differences and problems of integration".

3.1.6.2 International M&A’s - Cross-Cultural Aspects

Especially in the nineties, cross-cultural aspects were much discussed as one of the central aspects for success in the globalization context (Rothlauf,1999,p.6). Cross-cultural M&A has "to bridge both national and organisation culture gaps" (Hofstede, 1998,p.25). In the M&A context, corporate governance, managerial styles and local workforce attitudes are some major aspects needing to be integrated into the M&A strategic planning process (Cartwright et al.,2001,p.99). The PMI process, especially, may become more difficult where the cultural gap between target and buyer company is larger (Gersten et al.,1998,p17).

The challenge of overcoming cross-cultural differences can, however, be a rewarding task. Barney concludes that national cultures offer valuable ground for the creation of competitive advantages (Barney,1986,p.656). Similarly, Morosini et al. (1998,p.138) found that although cultural distance at first needs to be overcome and managed, it eventually creates enhanced competitive advantage by extending a company's set of routines and repertoires Consequently, acquisitions across cultures may strengthen a company's performance by enriching its resources (Ghoshal, 1987,p.432). However, the ‘exploitation’ of this potential depends on the effectiveness of the PMI process (Hapseslagh,1991, p.104).

3.1.6.3 Success Factors

As stated above, the success of M&A is, first and foremost, a function of the overall strategy (Lucks et al, 2002,p.255). The most cited secondary factors in successful cross-border M&A are adapting the strategy to regulatory barriers and actively integrating and managing cultural differences (Böning et al.,2001,p.245). Consequently, the ability to deal with government regulators also becomes a fundamental factor (Kinsey, 2002,p.7). Thorough due diligence then sets the ground for a valuable acquisition without any negative surprises (Galpin et al.,1999, p.19). HR management also plays a vital role in creating an open attitude, trust, motivation, and positive momentum between the two parties (Böning et al.,2001,p.253). Finally, the success of cross-border M&A is enhanced by the management and speed of the PMI process (Hapseslagh,1991,p.167).

3.1.6.4 Hofstede’s Dimensions of Cultural Variability

One of the most influential researchers in the field of cross-national comparative management has been Geert Hofstede. Between 1967-1973, he carried out a large-scale questionnaire study in many departments of the multinational IBM all over the world; for the purposes of this project specific country information for Switzerland and Denmark has been pin-pointed. On the other hand, Picot (2002,p.316) argues that local culture impacts M&A human resource strategy, emphasising that the local cultures of the countries involved need to be considered in international M&A’s.

Hofstede claims there are other “dimensions of cultural variability” used to explain communication across cultures, arguing that people carry value systems shared by the major part of the population, which he terms “mental programs” (Hofstede,1984,p.14). In 1984 Hofstede distinguished four dimensions of cultural variability: individualism-collectivism, power distance, masculinity-femininity and uncertainty avoidance; 13 years later, in 1997, Hofstede added a fifth component to the dimensions of cultural dimensions, making them then: high/low power distance; individualism/collectivism; masculinity/femininity; strong/weak uncertainty avoidance; and long- term/short-term orientation.

The local HR strategies needs to be addressed since they influence the thinking, behaviour, motivation and values of employees in those countries. While it is true that global corporations, over time, develop a global corporate culture, this culture will still exhibit country-specific characteristics. The differences are mainly in practices and not so much in values (Hofstede,1997,p.182), since global corporations will develop common values over time. The figure below illustrate 40 countries on the power distance and avoidance scale with the countries Switzerland (SWI) & Denmark (DEN) highlighted in red.

Abbildung in dieser Leseprobe nicht enthalten

Figure 7: Hofstede's - Power Distance and Avoidance Scale

As mentioned in the discussion of culture as socially constructed, however, concepts of culture and cultural dimensions like Hofstede’s are not necessarily universally valid.

In this project, the investor Kim Hafstrom at NMS, CEO of the Danish company, characterizes his company's value basis and its culture by a willingness to take risks, and an openness in conveying information about difficulties and admitting mistakes, seeing this as different from accepted practices in Swiss-German companies.

3.1.7 Human Resources (HR)

The significance attached in this statement to human resources (HR) in relation to the purchase of a target company has yet to be properly recognised in practice. (Picot,2002,pp.170-174). Wright et al (1994, p304) defines human recourses as the pool of human capital under the firm’s control in a direct employment relationship. This definition distinguishes between treating human resources as an individual (or an elite group of individuals) of the total workforce (Wright et al.,1994 p313). There are a wide range of HR issues that deserve concern during a merger as Rees et al. (2003, p.31) points out. Key issues such as:

- Staff retention
- Mobility & training of employees

Potentially tricky issues are pension, holiday and car entitlements. Rees et al. (2003, pp.31-38) focused on the following six key areas for the HR role in mergers;

- Pay & benefit - the integration of pay is linked as a vital means of creating the new culture.
- Management selection & development: The HR manager, in their role as keeper of fairness, aims to create a homeward bound balance in SR positions within the two companies.
- Harmonisation & integration: Many people assume that just because all things seem equal, it is a “merger of equals”. As Galpin et al. (2000,p.200) points out, the phrase “merger of equals” is an integration killer since it suggests something that never exists, even where the workforce and revenue size are virtually the same.
- Employee communications: Throughout the pre- and post-merger phase a regular and meaningful communication is important. Galpin et al.(2000,p.98) proposes the following four phase communication process:

Abbildung in dieser Leseprobe nicht enthalten

Figure 8: Communication Process - Four-Phases

- The pace of change: To exhibit certain behaviour, such as speed, right from the start is important.
- The influence of the HR function: When HR is playing a very proactive role and moves quickly in harmonising employees terms and conditions this generally viewed as an upbeat and positively.

3.1.7.1 International HR Management - Impact & Practise

Human resource management (HRM) may be defined as the range of policies with strategic significance for the organisation, used to facilitate integration, commitment, flexibility and the quality of working life, as well as meeting a extended range of business goals such as changing organisational values, structure, productivity and delivery mechanisms (Brewster et al.,1991). An acquirer's HRM policies can have a strong effect on its ability to get the best results from its new business unit. The way it treats its employees will affect their motivation, and the attitude employees bring to their work.

3.1.7.2 HR Impact - Home & Host Country Effect

Empirical evidence suggests the influence of both a so-called home- and host country effect during M&A’s Holden (2001,pp. 614-626) states; “Corporate communications are very often oblivious to the impact of their message outside the host country”, with employees also relating to the host country when travelling. Most global organisations copy the American way of doing things, as has been summarized in Holden (2001,pp. 614-626). Rees et al. (2003, p.9) came to a similar conclusion, with only seven out of the twelve M&A’s sharing centralized decision-making on HR issues, a decisive cost saving search, or a strong desire to link pay and performance in the acquired firm. Rees et al. further argues that host country effects might pose barriers to HR integration, and concludes “that HR must have the capability to adapt the process to the diverse demands of varying local cultures, practices and laws”(Rees et al.,2003,p.14). See also Chapter 3.2.1 (see figure 10) outlining the stage when HR becomes involved in the deal process and differences in national perceptions.

3.2 Due Diligence

The term due diligence has its origins in Anglo-American law, particularly in constitutional regulations governing the capital market in the USA (Picot, 2002,p.154). Due Diligence refers to the gathering, analysing, and reporting on the effect of all business strategies, financials, practices, policies and procedures on the corporate business decision to merge or acquire another organisation (Adams, 2001¹⁴ ). In short, as Picot states; the aim of due diligence means that it is necessary to view and analyse a target company in all its functions (Picot,2002,p.160). An overview of the various due diligence areas and aspects is provided in Figure 9. However, not all areas need to be taken into consideration for every acquisition project. In other words, in my view, individual areas of due diligence exhibit a significant degree of interdepence, which needs to be taken into consideration in relations to the specific investigations, and hence this project will focus on HR due diligence.

The elements in Figure 9 are described from both a strategic and a functional view. In addition, the main analyses and studies to be conducted are identified with, above all, the importance of the strategic fit highlighted. For example, even if the marketing efforts and results of the target company are outstanding, they can still contradict the buyer's marketing strategy and lead to disappointing post-merger performance.

While formerly the focus was only on measurable, especially financial, data (Zimmer, 2001,p.8/Galpin et. al.,1999,p26), the nineties saw cultural due diligence emerging as an independent area (Gersten et al., 1998, p.17). Now, the risks associated with the merger of two cultures have been identified as an important aspect for pre and post-merger performance. Consequently, cultural due diligence is employed to uncover and anticipate these risks as well as prospective benefits resulting from this merger of cultures (Zimmer, 2001,p.36). Berens in his due diligence chart (Berens et al.,1999, p.364) omits to pin-point the issues of cultural due diligence, whose importance had been emphasised by Gersten et al. just a year earlier (1998, p.17). That work was supported by a later article dealing with international mergers, showing that cultural due diligence prior to a deal inceases the chances of success during post-merger integration (Rees et el.,2003,p.vii).

Abbildung in dieser Leseprobe nicht enthalten

Figure 9: Aspects and Fields of Due Diligence

The SEC (Securities Exchange Commission) has the remit to look after, and safeguard, the interests of investors.

3.2.1 Integration Begins with Due Diligence

As mentioned previously the most commonly referenced sources of merger failure are people issues and issues related to organisational culture. This means acquirers need to show the same commitment to due diligence analyses of these issues (‘soft' due diligence) as they give to diligence analyses in traditional sectors such as financial data, marketing prospects, and legal matters (‘hard’due diligence). In other words, the pre-deal phase must include a ‘soft' due diligence with the same discipline and structure as any other component of the due diligence process. The whole due diligence procedure (`hard' and `soft' due diligence) should begin during the earliest possible stages of locating the target company and continue through negotiations into integration planning (Galpin et al.,2000, pp.231-232).

A study done by Watson Wyatt Worldwide (1998) included a sample of 190 CEO, CFO and other top executives from the USA, Asian-Pacific region & Brazil. The study concluded 41% of those doing M&A transactions in the USA involved ‘soft’ issues in the due diligence, the investigative stage process; the HR involved in due diligence was much lower in the Asia-Pacific region (21%) and Brazil (14%). The analysis also found 27% of US companies included HR in the transaction process during the integration stage, whereas 44% of Asia-Pacific region deals and 50% of those in Brazil included HR during the integration phase. The figure below gives an overview of the main results reported by Watson Wyatt Worldwide.

Abbildung in dieser Leseprobe nicht enthalten

Figure 10: HR Processes (Stages at which HR is being Implemented)

Source: Watson Wyatt Worldwide (1998), Galpin et al.,2000, pp.231-232.

A further aspect of this study shows that 46% of the US companies in this sample saw productivity enhanced after the deal. A number of factors appear to be positively correlated with enhanced post- deal productivity when comparing such organisations with those where post-deal productivity did not improve; these factors include early involvement of HR due diligence on organisational culture, and due diligence on HR policy.

3.2.2 Human Resource Due Diligence

The pre-merger phase usually takes place behind closed doors with, ideally, HR participation. In most cases, decisions for or against a merger or acquisition are based on ‘hard’ facts like market position, product scope, regional market access or profitability. 'Soft' facts like human capital are considered during this phase only if the emphasis of the acquisition is on the know-how of the target company. As Picot (2002,p173) has pointed out, general due diligence does not focus on HR. Galpin et al. (2000, p.35) refers to HR due diligence as helping “to form a basis for the entire integration plan, and develop an assessment of the senior leadership of the company you are looking to acquire. It gets to the very core in understanding the cultural fit of one organisation with another”.

It is undeniable that there are quite clear reasons why many past acquisitions have failed, e.g. expected synergies is not realised in time, economies of scale are not achieved, or there is simply no synergy fit. But since without employees, there would no business, the increasing calls for acquirers to look at human capital is only too understandable. It is these employees - the people themselves - who are familiar with all the important aspects of the market, customers, unique government rules and regulations, the culture, and in many cases, the strengths and weaknesses of the acquired company. Consequently, the success of acquisition projects can be strongly influenced by managing human resource issues suitably, a point noted by Cartwright et al. (1996,p.5).

Generally speaking, M&A has basically a negative impact on productivity and morale. Employees feel uncertain about their jobs and view M&A as ushering in life-change decisions as they become emotionally afraid of losing their identity in the newly emerging political and social alliances. Such patterns often disrupt or replace old social networks. In short, employees often reduce the key issue during M&A down to simple formula `me' - and given that, it is no surprise people frequently literally and metaphorically turn their backs on the new organisation (BenDaniel et al.,2002,pp483-483). In such a context, it is essential to identify those people who are vital to the on-going success of the new venture - and to retain people, a detailed HR plan, such as an HR due diligence checklist, is needed (see appendix: 9.2.3).

[...]

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¹ Gertsen, M.C., Søderberg, A-M.,Torp, J.E. (1998) Cultural Dimensions of International Mergers and Acquisitions, Berlin /New- York, Walter de Gruyter, pp. 208

² Mr. Pierre van den Wildenberg is CEO and owner of ADMECO AG

³ ADMECO AG (www.admeco.com) est. in 1981, headquarter in Hochdorf, Switzerland, employee count: 26

⁴ http://www.bvdep.com/statistics/index.html - June 21, 2004

⁵ Zephyr fact sheet published in July 2004

⁶ http://www.unctad.org/ - press release 12.01.2004 (based on Thomson Financials Security Data Comp.)

⁷ Kim Hafstrøm holds 100% shares of NMS ApS and its mother company SMG ApS

⁸ Wucknitz (2002), p.25

⁹ Gut-Villa (1997),p.186

¹⁰ Wucknitz (2002), p.23

¹¹ Flamholtz (2003),p.1

¹² Flamholtz,2003,p.3

¹¹ Any natural system that operates in accordance with

¹³ http://europa.eu.int/comm/internal_market/en/company/company/mergers/mergers_en.htm

¹⁴ Adams,B.(2001),Conducting HR due diligence in a M&A,p.3

(http://www.worldatwork.org/pub/handoutscan2001/4D.pdf)