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In this 2nd episode with PTS Consulting, we pick up with Barry Lewington and Hugh Van Wijk where we left off. but take time to delve deeper into some of the critical success factors in managing technology transition or transformation during M&A.Seasoned M&A professionals won't be surprised the hear that technology itself isn't the most important element. In fact it doesn't appear on Barry and Hugh's top four recommendationsBe involved from the beginning and make sure you have an advisors seat at the leadership tableMake sure that you are a contributor to the deal thesis, not jut someone who receives a 'fait accompli' from the board or operating leadership.Have the personal presence and expertise to operate (and communicate) at all levels from shop floor to Exec Suite to Boardroom.And always follow the guiding principle of good project management PLAN for successful outcomes, PLAN for expediency and efficiency and PLAN to be on time on budget.I'm sure we will hear more from Barry and Hugh, in fact there are rumours they may record a podcast episode every month. Watch this space.About PTSPTS offers clients a personalised service to transform their operations through technology. We combine visionary thinking and strategic guidance with innovative design and practical implementation to ensure technology transforms, engages, and optimises.
In today's episode, I'm joined by Barry Lewington and Hugh Van Wijk from PTS Australia to talk about their experiences in managing the technology integration (or separation) aspects of M&A.   We will be recording more podcasts with PTS in the future but from today's episode, there are several takeaways from our conversation.Technology integration can be a large part of any M&A integration and in most cases, it can be complex and involve many moving parts.The technology per se is a small part of the issue, people, governance, data and operations security, transition services agreements (TSA's) and regulatory approvals are some of the critical factors that need to be considered.Like all other parts of M&A integration, the technology aspect needs detailed planning and the most appropriate starting point is the deal thesisIn addition to technology skills, strong communication skills are a vital skill set to make sure everyone understands what's happening. how they are involved or impacted, and as a mechanism to provide assurance to all parties.And finally, in today's environment, technology is a critical component of business, so a critical expectation that PTS encounters is that when a system transition or integration legally completes at midnight, all operating systems have to be up and running in the new environment at midnight + 1 second.  About PTS PTS  is a global technology consulting business with 35 years of experience delivering world-class IT solutions to some of the world’s leading organisations. They help clients better align their IT, Business and Real Estate strategies by transforming the workplace through technology and by optimising their Data Centre environment.
In today's episode, Rob and Toby continue the conversation about 'infusion', the art of purposely planning the deal as a value-add exercise and being committed to adjusting your operating model to 'infuse' the best of both sides. Rob and Toby kick off by proposing that traditional integration is what we refer to as 'scale deals' ie: bolting two entities together so the end result is more efficient, but principally a larger version of the two originating parts. Scope deals on the other hand are about setting out to 'fuse' the best parts of each business so as to produce a 'new' organisation that is stronger than before and is now able to capture new geographies, enhance design capabilities or perhaps add an entirely new product range or service. These deals are about infusing those things that each organisation is exceptionally good at and maximizing the advantages via a willingness to adjust the operating model appropriately.You can listen to what we say about this, and we also recommend you read a well-written article from Strategy+Business entitled 'The Capabilities Premium in M&A'. Highly recommended reading.
Well, Toby's back from his quest to conquer Spain and Malta, and he's fresh with renewed enthusiasm. So much so that he has invoked Alice in Wonderland and Alice's conversation with the Cheshire Cat to demonstrate his thought processes. I'll let you, the listener find that delightful snippet.In this episode, Rob and Toby revisit a familiar theme that proposes that the outcome of any M&A deal must be greater than the sum of the two individual parts. We start by looking at traditional M&A integration of "bolting things together" and surmise that this results in diluting the outcome. By contrast, a deal with a clear vision that takes both a finance and engineering approach will always deliver more significant, more sustainable value. Why? Well, R&T argues that the duality of a financial and engineering approach to M&A infuses the best value for the two sides of the deal, and with the snap of a finger, INFUSION-type deals are born.But it's not as simple as it sounds. Rob and Toby have determined to give it more thought, so if you are wondering what the topic of our next podcast might be? Think no more!
With Toby on vacation in Europe, I've had the opportunity to bring in a guest to the podcast, and I'm delighted that fellow M&A professional Anirvan Sen has joined me to talk about his experiences managing cultural change in M&A environments.In today's podcast, we unpack our thoughts that culture is a leadership responsibility and that it is the culmination of many different aspects that make up corporate culture. Everything from rewards and recognition, communication style (internal and external) your approach to innovation, and lots more.  So much so that Anirvan and his team have developed a diagnostic and operational model with the well-chosen acronym P-R-O-M-I-S-E. Listen to today's episode and you will understand more about PROMISE and the many facets of managing culture during M&A transactions and subsequent integration. About Anirvan SenAnirvan is the Founder and CEO of Fifth Chrome a leading consulting and advisory firm specializing in programs that focus on the 5C’s: Capable leadership, Change Management, Communication, Cultural Transformation, and Collaborative Technology.Fifth Chrome's transformation programs are based on Mergers & Acquisitions (M&A), Internal Organizational Restructuring, Future Talent Strategy, Outsourcing, and Digital Technology Adoption. 
In the last episode, we delved into Rob's background and how he got started in M&A. The tables have been turned, and it's Toby's turn to wallow under the spotlight.We learn quickly that Toby's first M&A experience was after joining a Financial Services business and leveraging his project management expertise. And he realized this was something he enjoyed doing because it allowed him to utilize his skills and expertise across the whole of the business. As Toby puts it, he became bilingual and could speak the language of every department at every level.  Toby also enjoyed the freedom and flexibility of moving seamlessly up, down and across the organisation as part of the M&A execution process, unfettered by internal barriers and politics.Fast forward, and Toby has completed 50 M&A projects, half pre-deal, and the other half post-deal. He feels privileged to have had this opportunity across his career, and he doesn't envisage slowing down too much while he is enjoying himself. 
The dynamic duo aka Rob and Toby have spent many episodes talking about their respective M&A experiences, but we've never talked about how it all started.  Rob is slightly embarrassed about opening the kimono, but as he explains in this episode, it started with his ability to regularly be in the wrong place at the right time. By that, Rob means that he was often asked to pick up 'special' projects and didn't know how to say No.But if you listen to this episode, you'll quickly understand that Rob's start in M&A was a two -way transaction.  His willingness to "have a go' when asked to take on projects parallel to his day job, coupled with the willingness of senior executives to provide support and coaching.And it's possible that Rob would not have been here today to talk about M&A if it wasn't for his very first experience and the willingness and coaching of a very well-known British industrialist.So in reflecting back over the years, Rob provides the following advice for anyone looking to start a career in M&ABe open and approachable to senior people looking to resource those 'special projects'Be prepared to stick your neck out and give it a goIf you're a senior executive looking for resources, make sure you allocate time to coach and support the journey.
So in today's episode, Robert and Toby continue their conversation around value creation in M&A, but this time taking a more philosophical approach to the factors that impact the desire to go after value that is beyond what Rob defines as the 'bleeding obvious'By 'bleeding obvious' Rob is alluding to the usual synergies, cost reductions, and efficiencies that result from typical M&A deals, and whilst achieving these can be stressful on the organization, the pathway is based on proven methodologies that are well trodden.But then there is the innovative value that can be derived from M&A and in many cases that area has a lesser pursuit. Why is that?Robert and Toby ponder whether it's because the organization is exhausted after dealing with the post-deal shenanigans or whether CEO's are risk averse and don't want to push value creation too strongly at the risk of their performance bonuses etc.But maybe it's determined by the 'style' of CEO at the helm. Some are clearly focused on delivering consistent performance, whilst others are more 'entrepreneurial' and willing to take greater risks.And maybe it's just that two teams are needed. The initial team that goes about achieving the bleeding obvious, with a second team swinging in slightly behind team 1 to pick up on the more creative/innovative themes and drive that additional 'buried treasure' that Toby often refers to?The answer will always depend on many factors, and in fact could be a combination of all three scenarios that the dynamic duo talks about, but the fact remains that many deals stop at completion of the integration phase, and a lot of additional value creation remains buried.What do you think? Have you got examples where that elusive innovation value has been uncovered? Do you want to come on a future podcast episode and talk about it? Let us know - you know how to find us. 
You might recall in the last podcast, that Robert and Toby got on a roll in talking about value creation during post-M&A integration so you won't be surprised that this is the topic for today's podcast.The Dastardly Duo hold firm to their belief that insufficient attention is paid to real value opportunities beyond what Rob describes as the 'bleeding obvious' And you'll hear Toby berate Rob for not respecting the huge amount of work that goes into identifying value opportunities.But I digress because in this episode Rob and Toby start to explore what they call the Three Phases of Value Creation and reaffirm their belief that more can be done to realize post-deal value. Moreover, Toby proposes that there is an additional function needed that he calls the VMO (Value Management Office) and you can read more about that idea hereAnd finally, what are those Three Phases?Value Protection: Taking action to make sure that the value identified in the deal thesis is fully realized and that mistakes or poor decisions don't arise that would erode value.Value Creation: Which is what Rob refers to as 'Bleeding Obvious'. This is the value derived from synergies, operating efficiencies, cross-sell and up-sell potential, organization restructure, and systems/process efficienciesAnd lastly Value Innovation: The opportunities that present themselves once the two entities have been integrated and the combined strength of the whole opens up previously unseen potential. As always, we hope you enjoy our podcasts and we invite you to comment if you have something to offer or indeed disagree with our observations. Lastly. let us know if you have a story to tell and we would be delighted to have you on the podcast as our guest.
In today's podcast, Rob and Toby start to discuss the impact that positive and negative emotions can have on the success of any M&A integration.  And to be clear, we are not talking about the bigger picture of 'culture' although that does have some bearing on the topic.What we are talking about are those situations where emotions such as fear, envy, anger, frustration (clearly all negative) and elation, enthusiasm, comfort, and certainty (positive) start to appear in both individuals and groups as they react to the news of the merger/acquisition.Rob expresses a view that in many M&A deals the topic of emotions is relegated to the back burner and only tackled in a reactive sense when the smelly stuff has already hit the fan. Moreover, Rob suggests that emotional reactions need to be considered as a certainty in any post-deal scenario and that there is a need for managers at all levels to be capable of recognizing, identifying, and managing emotional behaviors long before they become a problem. Do you agree? Should more attention be paid to managing post-deal emotional reactions or do you think this is sufficiently well managed in most cases?
In today's episode, Rob and Toby attempt to make sense of Elon Musk's $44Bn acquisition of Twitter. Attempt is the operative word here because only Elon musk knows why he's doing this so all Rob and Toby can do is offer some thoughts and speculation.What we do agree on is that this isn't just a pure social crusade by any stretch and there is most likely a business model in Elon's head that he thinks can monetize Twitter.  And one of the thoughts that we offer is maybe Musk has a 2 step approach where step 1 is to steer Twitter more towards a Wikipedia type platform (and thus allow true moderation by society rather than powerful individuals) and step 2 is a subscription type model where people will pay for good (self-moderated) content.One thing Rob and Toby can be certain about is we don't know what Elon Musk has in mind for Twitter but we think our hypothesis has got some merit. Are we likely to see Wiki Tweets in the not-too-distant future?  Does the application of a Wikipedia type model make sense? What do you think? Let us know your thoughts in the comments section.
DO YOU WANT A SPAC?

DO YOU WANT A SPAC?

2022-05-0322:44

When Toby first raised this as a podcast topic, I was immediately taken back to a phrase that my mother would use when I'd misbehaved, but it turns out Toby was talking about something completely different.What Toby was talking about was an alternative investment vehicle for targeted acquisition(s). According to Dr. Google, A SPAC  (Special Purpose Acquisition Company) is a company that has no commercial operations and is formed strictly to raise capital through an initial public offering (IPO) or the purpose of acquiring or merging with an existing company.Disclaimer: Now Toby and I will never claim to be experts in this particular topic, so consider this episode more of an exploration of our knowledge to date....ie: not a lot.But we do think it's an interesting topic and it is certainly getting more favor in North America and Middle East markets and could soon be appearing on the Australian stock exchange.So what you will hear in today's podcast is our novice views on SPACS and a call out to anyone who can add to this topic to reach out and perhaps come on a future podcast as our guest.Any takers out there? 
In recent episodes, Rob and Toby have started to look at M&A fraud and certainly, the HP Autonomy deal was on a massive scale, as was Theranos. And here in Australia, we are just starting to unravel the Ponzi scheme of Melissa Craddick.  But those are all massive frauds that captured almost global attention.  But what about the risk of uncovering fraud in everyday M&A? And maybe it's not fraud in the strict sense but more likely dodgy practices, knowing turning a blind eye, engrained revenue recognition practices?  How can you identify these sorts of behavior? Does regular Due Diligence cut it?  we think not, but there are some techniques that everyone should consider, and it does not necessitate diving into forensic levels of DD. 
If you listened to the press this past year you must have heard snippets about Elizabeth Holmes, the young, attractive and charismatic  CEO of Theranos, and how she fleeced rich and savvy people out of almost a billion dollars. It's a topic that Rob and Toby have been mulling over recently and particularly wondering just where in the journey did Elizabeth turn to fraudulent claims and did she do so knowingly?From what we know, she started out with a genuine vision/dream to disrupt the blood-testing industry with a machine that could provide blood analysis from a single pinprick and in the early years, there seems to have been a lot of effort into achieving that dream. But somewhere along that journey it would have become obvious that the technology wasn't going to work and that's when Elizabeth's pathological desire to succeed turned to fraud.The bottom line seems to be that she had a sociopathic disorder that allowed her to believe in her fraudulent claims, but it doesn't explain why such savvy people parted with their money so easily. Was it because they thought they were being invited into a secret and highly exclusive club? Did the fact that well-known people had already invested cloud their judgment?  Who knows? What we do know if that even basic due diligence would have set alarm bells ringing so I guess that leaves us with two take aways from the Theranos story:If it looks and sounds too good to be true it probably is.Simple due diligence should be a prerequisite before you hand over your well-earned cash.
You might remember in a previous podcast towards the end of 2021, that Robert and Toby discussed HP's disastrous acquisition of Autonomy and the huge accounting scandal that unfolded.  Well, the reality is that repercussions are still being felt more than 10 years later and there are criminal prosecutions that have resulted in a jail term for the CFO.  Added to that, a recently approved application should see Autonomy founder Mike Lynch extradited to face charges in the US.  He's fighting the extradition as we speak, but if a trial goes ahead he is almost certain to face a prison sentence.Let's join the podcast and get a recap from rob and Toby and perhaps give some thought to whether more white-collar crime should be prosecuted?  
THE DASTARDLY DUO ARE BACK!!!!  Welcome to the first podcast of 2022What do you get when you cross a project manager with a psychologist and a schizophrenic? The answer, is a very effective M&A Integration Manager, at least that's the view of the Dastardly Duo aka Robert Heaton and Toby Tester in the very first podcast of 2022.Why such a description? Well in today's podcast Robert and Toby explore how an integration manager must be able to deliver the expected value from the deal, operate and communicate at every level from shop floor to boardroom, remain calm and focused in the face of constant upheaval, ensure that the original deal vision is efficiently transformed in operation reality and deal with objections, change, and innovation simultaneously. Easy Huh?The duo also discusses whether Integration Managers are drawn from internal company resources or whether an outsider is the best option. Either way, they both agree this is not a job for the faint-hearted.
Robert and Toby first decided to record this podcast when COVID forced everyone into lockdown. That was 18 months ago and the dastardly duo has recorded 62 episodes on every facet of M&A.We both have other pressures to deal with now that COVID is taking a backseat (we hope) so for the time being, this is the very last podcast - or maybe the last podcast of 2021. Who knows what 2022 will deliver.So in this last episode, we've looked back on the past 18 months and summarised what we talked about and what we've learned. IT'S BEEN A BLAST and we both enjoyed the experience. We are extremely grateful to the audience that has listened to what we had to say and before we go, it's our last action to make sure everyone has a relaxed, safe, and enjoyable festive season with friends and family and to wish everyone a healthy, safe, successful and prosperous 2022.
Robert and Toby have always extolled the quality of leadership as being fundamental to M&A success and most listeners would agree that executing the right deal and developing the vision and strategy for the business are core values that you would expect from any leadership team. But what about when the deal is closed and it's time to integrate the new acquisition and turn that vision into strategic and operations reality? That's where another level of leadership is required and Toby argues that there are four distinct leadership types, and each has attributes that can be beneficial or detrimental depending on the type of deal being executed. They are:The RookieThe project ManagerThe IntegratorThe InnovatorAnd in this podcast, Robert and Toby unpack each style to discuss where and how they may be relevant and which type of deal favours which leadership style.The summation from Robert and toby is that there is a role for each style but getting that right is something that needs to be considered at the same time that the deal is being negotiated. getting the wrong leadership style against the wrong M&A deal is not something one wants to contemplate.
Leadership is an endless topic and this time around Robert and Toby examine M&A Leadership at the CEO level.  Robert kicks off by giving two examples. #1 is a CEO who is a high-risk taker but has charmed the board, shareholders, and Wall Street with his daring acquisition strategy but is never seen to engage below the C suite level. #2 is a CEO who has a steady and consistent relationship with the board and shareholders but is also highly visible at operational levels and with customers.The question that Robert and Toby raise is which of these is the most important?  For many of our listeners, the answer is obvious but it does help to pause and question whether both examples have something missing and what can be done to strengthen both CEO's capabilities.Robert started this podcast recognizing a few leaders that he has worked with who have shown exceptional skills at every level of an organization, but we quickly accept that these people are very few and far between.  The hundreds of CEO's/Leadewrs who don't have this charismatic style must look elsewhere to compensate BUT they must not delegate. You'll see what we mean when the conversation gets underway.
Leadership is one of those topics that is really hard to wrap your head around because, in Robert and Toby's opinion, Leadership isn't just the person with the grandest title at the top of the tree, Leadership is invested in many people through every facet of an organization.That is particularly true in Mergers and Acquisitions where Leadership should be demonstrated by different people at varying stages of the M&A deal cycle.In this episode we unpick the leadership responsibilities of all the key players starting with the Chairperson, then the CEO, Corporate Development, Internal and External Advisors and finally exploring the leadership needed for post-deal integration.As you might expect, Robert and Toby offer the view that the post-deal integration role is the most critical in terms of leadership. What? Biased? Me and Toby? NEVER!And we close today's podcast setting the scene for the next episode where we will explore different post-deal leadership styles and whether some styles are more suited than others.
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