MERGERS & ACQUISITIONS

Transcription

1 MERGERS & ACQUISITIONS An HR approach

2 Altedia, LEADER IN HUMAN RESSOURCES CONSULTING our vision Taking into account the social cultural and human aspects of an acquisition, a merger or sale is tantamount to acknowledging the power that employees, manager, unions and corporate stakeholders wield in the change, were it by their support, their doubts or they reluctance. i «3 MERGERS OUT OF 5 END UP DESTROYING VALUE DUE TO A LACK OF ACKNOWLEDGEMENT OF HUMAN FACTORS AND CULTURAL DIFFERENCES» Actors procedure is defined by Social Law, which defines rules and limitations that must be abided by. It doesn t rule over strategies and the behaviors of individuals or demographics. Even though it is not enough as such, successful projects have all included a Human Resources approach, both upstream and during the whole change process. Considering labor management dialog as a necessity and an asset ends up being a time-saver driving down overall operational costs. 2

3 OUR APPROACH Human Resources due diligence processes (social liabilities, HR policies harmonization costs, restructuring costs) come with a risk/opportunity study, based on the social, union, politics, government, and media-related environment as well as key actors positioning and interference. In order to fully envision a company s culture, organizational studies do not suffice. Its values, story, working processes, management style and their fallout on employee s perception of their work life and the norms and habits that define it need to be analyzed. The various aspects of human resources must be anticipated, potential scenarii must be prepared, agendas must be set and teams must be ready to achieve swift and concerted intervention right after the operation announcement. To prevent any hindrance or delay in the operation, it is necessary to give enough time for the social negotiations to unfold properly. 3

4 fully encompassing process YOUR GOALS 8-10 weeks HR Due diligence Pre-deal: Have a reliable target social outline Due diligence: Have an in-depth knowledge of the social/hr stakes, assess social liabilities, transfer costs, restructuring best case scenario, acknowledge HR/social risks Integration plan design: Assess the social gaps; anticipate/ mitigate HR/social-relevant risk impact over strategy achievement offer 2-6 months Agreement building Successfully hold the social process with employee representatives Have a clear vision on the new social model and implement governance Build a trust relationship with key share holders, reassure internal stakeholders Prevent key skill and reputation losses signature 15 months (legal) Integration/ medium term plan Implement the new social model in line with the strategy and the Law: - Set up HR and social governance - Prepare integration packages - Build the new management team - Build the new HR-social ecosystem - Negotiate collective agreements 4

5 OUR ADDED VALUE: a three-fol HR, Social and Communication approach Each step requires both an individual commitment and a global cohesiveness with the corporate line Our job: HR/social expert for the deal management team Pre-Deal: increase team awareness for HR/social matters Make a first analysis of the employees, the organization and the culture Identify potential HR/Social issues and the necessary adjustments Due Diligence: Audit all the HR and social data Identify the stakes, risks, costs, potential savings and social liabilities Estimate the cost of their impact on the transaction; analyze the union, economy, politics and governmentrelated environment Integration plan: Design a stakeholder approach strategy, talent retention scheme Assess management skills, build the HR integration team Design management packages The transaction completion requires: 1 - A joint action by both companies managements 2 - The acknowledgment and scheduling of the social/hr integration agenda Our job: Social strategy and reputation consulting HR/social: Prepare the announcement to employees representatives. Design HR integration plans (culture, organization, key people, HR process, HR systems and policies) and identify the necessary adjustments Prepare the social negotiation strategy (statuses, salaries, social governance) Management: Assess managers capability to deal with human and social items such as training, motivation, CSR, health and safety, ethics and norms. Prepare the synergies activation plan Communication: Social communication and reputation management advisory The success of the deal is based on the synergies activation and the implementation of the strategy Our job: Launch an integrated approach (HR-Social-Communication) HR/social: Set HR policies in line with the global strategy Survey/Support integration on works on the HR fields Assess/support the implementation of synergies (mobility, skills, severance plan) Management: Install management cohesion and change management process Hold cultural integration actions Design communication plan Communication: Hold cultural integration actions Design communication plan 5

6 BUSINESS CASES MAIN ISSUES OUR ANSWER Results Deal facilitator (British PE) Prevent conflicts between WC and the buyer Retain key competencies Implement a new work organization Estimate potential social commitment risks Social DD check list Specific audits (salaries, social protection, incentives) Scenarii and restructuring cost forecast Talent retention policy Good understanding of buyer s strategy by the WC Financial adjustments through the seller s financing of social commitments Production tool used at full capacity Social Strategy Consulting (EU-based industrial group) Merge long-term competitors positioned on the same target Fill the social gaps for the lowest cost Keep social negotiation on schedule to activate synergies as soon as possible Elaborate social outline of both companies and harmonization scenarii design Merger and social integration agenda Agreement on the means to implement the new social governance and collective agreements Law-based schedule abidance for tax-cuts access Stakeholders acceptance of the terms of the social deal Joint commercial approach the day following the merger HR integration consulting (worldwide investor) Key differences in terms of culture and social statuses Bought company employees strong reluctance Risk assessment for each scenarii Social Strategy design Installment of a project manager. Layout of several action fields Full-time support of the HRD WC s opinion gathered over the operation as a whole, and step by step Status harmonization New organization implementation 6

7 references 3i - BAIN CAPITAL BC PARTNER THE BLACKSTONE GROUP THE CARLYLE GROUP CHEQUERS Capital CINVEN EURAZEO GOLDMAN SACHS KKR PERMIRA SAGARD Overseas deal facilitator (HR consulting, social due diligence, strategic relations with local authorities with union) Internal and external communication strategy Post deal Social strategy consulting Transition management solutions ALCATEL LUCENT AMUNDI AREVA BANQUE POPULAIRE CALYON CARREFOUR EUROPCAR France TELEVISIONS GCE GDF SUEZ GSK HP EDS NATIXIS RSI SOFINCO-FINAREF SANOFI-AVENTIS SIACI-SAINT HONORE Acquisition social strategy design Social audits, social climate audits Social processes holding and scheduling Social governance and HR policy harmonization with strategy (salaries, employment, mobility, skills, employees rep...) Top management team coaching and team building action, management cohesiveness Restructuring/outplacement/ redeployment 7

8 i Sales Departement : Tel poledeveloppement@altedia.fr Headquarters 5, rue de Milan Paris cedex 9 - France Tel Crédit photos Shutterstock - Conception Réalisation :