The Synergy Solution: How Companies Win the Mergers and Acquisitions Game PDF
Preview The Synergy Solution: How Companies Win the Mergers and Acquisitions Game
MANAGEMENT SIROWER US$35.00 “The Synergy Solution is an instant M&A classic. In their no-nonsense approach, WEIRENS W E R Sthirroowugehr oauntd t hWee Mire&nAs pdreosccersibse t oin r egareliazte dtehtea ipl rtohme idseisdc ivpalilnuee afrnodm h daerda lws oarnkd r eaqvouiidred E M A R K L . S I R O THE NEW M&A BIBLE H tahceq upiistiftaiollns. gI ahmigeh.”ly recommend this book for any leader who wants to play the T T M . W E I R E N S Few actions can change the value of a —BOB SWAN, Operating Partner, Andreessen Horowitz; former CEO, Intel Corporation H J E F F E R Y Y company—and its competitive future—as G quickly and dramatically as an acquisition. R Yet most companies fail to create shareholder E E MARK SIROWER is a leading authority on “The Synergy Solution provides a complete how-to on M&A. If you only read one N value from these deals, and in many cases Y M&A and has advised on hundreds of global book, make it this one—from case studies to practical examples, readers can S they destroy it. It doesn’t have to be this way. transactions. He is a leader in Deloitte’s M&A connect with the fundamentals and, at the same time, learn what to expect S In The Synergy Solution, Deloitte’s Mark and Restructuring practice and, previously, from a real-life merger or acquisition.” Sirower and Jeff Weirens show acquirers how was global M&A leader at Boston Consulting Y to develop and execute an M&A strategy—end —MARK LITTLE,President and CEO, Suncor Energy Group. He teaches M&A at the NYU Stern to end—that not only avoids the pitfalls that so School of Business and is the author of the N O N many companies fall into but also creates real, M&A bestseller, The Synergy Trap. T I long-term shareholder value. This strategy “Finally, a definitive guide on M&A and the creation of shareholder value that U E L includes how to: makes sense. From M&A strategy and communicating with investors to the O S details of integration and change,The Synergy Solution delivers what it promises. R n Become a prepared “always on” acquirer A must-read for CFOs and senior executives involved in M&A.” nTest the investment thesis and DCF —FRANK D’AMELIO,CFO and Executive Vice President, Global Supply, Pfizer G valuation of a deal Y nPlan for a successful Announcement “Growth and M&A ideas abound, so leaders must exercise great discipline as they Day, and properly communicate synergy negotiate deals and commit precious financial and human capital. This excellent W I N promises to investors and other book elegantly weaves insights across the elements of successful M&A and will S N I E S stakeholders P A M serve as an essential primer for boards as they face the challenges of not only O JEFF WEIRENS leads Deloitte’s global O W C nRealize those promised synergies through assessing proposed deals—with forward-looking growth synergies—but also holding O Financial Advisory business, which includes H integration planning and post-close management accountable for delivering tangible results.” mergers, acquisitions, and restructuring, L S & execution R and serves on Deloitte’s Global Executive —TERESA BRIGGS,board member, DocuSign, ServiceNow, Snowflake, and Warby Parker R G E U M E nManage change and build a new, combined Committee. He is a trusted adviser to senior T H E organization executives and boards of directors and has advised on hundreds of acquisitions and “The Synergy Solution is a powerful resource revealing the end-to-end development T A M E and successful execution of M&A strategies—including the art and the science of S G Sirower and Weirens provide invaluable divestitures, including many of the world’s I N most iconic transactions. gcoenttsinidge drienagl sM d&oAn eo ra bnudi lddoinnge ari gchatr.e Tehr iisn isth tihs efi eplrda.”ctical guidebook to read if you’re O C Q U I S I T I O boauctk tghreo uisnsdu etos tthheoyse h caovnes tido ecroinngs iMde&r,A h, olawy itnog A analyze them, and how to plan and execute —JOHN LO,CFO, Tencent N the deal effectively. They also show those who JACKET DESIGN: JARED ORIEL H A R V A R D B U S I N E S S R E V I E W P R E S S htoa vmTeha axelirrmeea’isdz aeyn ts htaaerrittr ea cdnh dtah naec sepcsri oeocnf ecssues c tocofe gMsse.&ttAin hgow mergers and acquisitions right, and this ISBN-13: 978-1-64782-042-8 STAY INFORMED. JOIN THE DISCUSSION. 90000 powerful book provides the insights and VISIT HBR.ORG strategies acquirers need to find success at FOLLOW @HARVARDBIZ ON TWITTER every stage of an often complex and perilous FIND US ON FACEBOOK AND LINKEDIN HBR.ORG 9 781647 820428 process. “ The Synergy Solution is an instant M&A classic. In their no- nonsense approach, Sirower and Weirens describe in great detail the discipline and hard work required throughout the M&A pro cess to realize the promised value from deals and avoid the pitfalls. I highly recommend this book for any leader who wants to play the acquisition game.” — BOB SWAN, Operating Partner, Andreessen Horo witz; former CEO, Intel Corporation “ The Synergy Solution provides a complete how-to on M&A. If you only read one book, make it this one— from case studies to practical examples, readers can connect with the fundamentals and, at the same time, learn what to expect from a real- life merger or acquisition.” — MARK LITTLE, President and CEO, Suncor Energy “ Fi nally, a definitive guide on M&A and the creation of share- holder value that makes sense. From M&A strategy and commu- nicating with investors to the details of integration and change, The Synergy Solution delivers what it promises. A must- read for CFOs and se nior executives involved in M&A.” — FRANK D’AMELIO, CFO and Executive Vice President, Global Supply, Pfizer “ The Synergy Solution is an impor tant achievement and a revealing and comprehensive book on mergers and acquisitions. Packed with data and details, it will be of g reat interest to directors who are evaluating M&A proposals as they fulfill their gover- nance duties, as well as to se nior executives who w ill be called upon to formulate t hese deals and successfully execute them.” —S COTT BARSHAY, Chair of Corporate Department, Paul, Weiss, Rifkind, Wharton & Garrison 558888--110000337722__cchh0011__66PP..iinndddd 11 1111//2255//2211 44::0000 PPMM “ The Synergy Solution is a power ful resource revealing the end- to- end development and successful execution of M&A strategies— including the art and the science of getting deals done and done right. This is the practical guidebook to read if you’re considering M&A or building a c areer in this field.” —J OHN LO, CFO, Tencent “ One of the enduring mysteries of finance over the last quarter century has been the per sis tent belief among CEOs and boards that despite the significant amount of M&A activity that results in value destruction, ‘our deal w ill be dif fer ent.’ In this compre- hensive book, two leading M&A experts lay out with clarity and persuasiveness a detailed approach for how your deal can, in fact, be dif fer ent. A must- read for every practitioner— and every student.” — RAGHU SUNDARAM, Richard R. West Dean and Edward I. Altman Professor of Credit & Debt Markets, NYU Stern School of Business “ Growth and M&A ideas abound, so leaders must exercise great discipline as they negotiate deals and commit precious financial and h uman capital. This excellent book elegantly weaves insights across the ele ments of successful M&A and will serve as an essential primer for boards as they face the challenges of not only assessing proposed deals— with forward- looking growth synergies— but also holding management accountable for delivering tangible results.” — TERESA BRIGGS, board member, DocuSign, Ser viceNow, Snowflake, and Warby Parker “ With The Synergy Solution, Sirower and Weirens provide an insightful, accessible, and extremely useful road map for se nior management and boards that are considering or executing M&A activity. All potential acquirers should be able to answer the 558888--110000337722__cchh0011__66PP..iinndddd 22 1111//2255//2211 44::0000 PPMM straightforward questions that structure The Synergy Solution. Sirower and Weirens guide readers through the many consider- ations necessary to avoid bad deals and realize the potential of good ones. Their book is a must-read. Acquirers ignore it at their peril.” —MARK W. NELSON, Anne and Elmer Lindseth Dean and Professor of Accounting, Johnson Graduate School of Management, Cornell University “Trust is foundational to any well thought-out M&A transac- tion. The Synergy Solution explores step by step not only the practical aspects of conducting a successful M&A transaction but also the rigors of the communication and announcement processes relevant to building, from day one, that trust between business leaders and stakeholders.” —SANDRA SUCHER, professor, Harvard Business School; coauthor, The Power of Trust 558888--110000337722__cchh0011__66PP..iinndddd 33 1111//2255//2211 44::0000 PPMM 558888--110000337722__cchh0011__66PP..iinndddd 44 1111//2255//2211 44::0000 PPMM H E T Y G R E N Y S N O T I U O L S 558888--110000337722__cchh0011__66PP..iinndddd 11 1111//2255//2211 44::0000 PPMM 558888--110000337722__cchh0011__66PP..iinndddd 22 1111//2255//2211 44::0000 PPMM E M A R K L . S I R O W E R H T J E F F E RY M . W E I RYE N S G R E N Y S N O T I U L O S W I N M P A N I E S W C O H O M E R G E R S A N D T H E M E A C Q U I S I T I O N S G A HARVARD BUSINESS REVIEW PRESS BOSTON, MAS SA CHUS ETTS 558888--110000337722__cchh0011__66PP..iinndddd 33 1111//2255//2211 44::0000 PPMM HBR Press Quantity Sales Discounts Harvard Business Review Press titles are available at significant quantity discounts when purchased in bulk for client gifts, sales promotions, and premiums. Special edi- tions, including books with corporate log os, customized covers, and letters from the com pany or CEO printed in the front matter, as well as excerpts of existing books, can also be created in large quantities for special needs. For details and discount information for both print and ebook formats, contact booksales@harvardbusiness . org, tel. 800-988-0886, or www. hbr. org / bulksales. Copyright 2022 Mark L. Sirower All rights reserved Printed in the United States of Amer i ca 10 9 8 7 6 5 4 3 2 1 No part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted, in any form, or by any means (electronic, mechanical, photocopying, recording, or other wise), without the prior permission of the publisher. Requests for permission should be directed to permissions@harvardbusiness . org, or mailed to Permissions, Harvard Business School Publishing, 60 Harvard Way, Boston, Mas sa chus etts 02163. The web addresses referenced in this book were live and correct at the time of the book’s publication but may be subject to change. Library of Congress Cataloging-in-Publication Data Names: Sirower, Mark L., 1962– author. | Weirens, Jeffrey M., author. Title: The synergy solution : how companies win the mergers and acquisitions game / Mark L. Sirower, Jeffrey M. Weirens. Description: Boston, Massachusetts : Harvard Business Review Press, [2022] | Includes index. Identifiers: LCCN 2021034676 (print) | LCCN 2021034677 (ebook) | ISBN 9781647820428 (hardcover) | ISBN 9781647820435 (ebook) Subjects: LCSH: Consolidation and merger of corporations. | Corporations—Valuation. | Business planning. | Corporate reorganizations. Classification: LCC HD2746.5 .S57 2022 (print) | LCC HD2746.5 (ebook) | DDC 658.1/6—dc23 LC record available at https://lccn.loc.gov/2021034676 LC ebook record available at https://lccn.loc.gov/2021034677 eISBN: 978-1-64782-043-5 The paper used in this publication meets the requirements of the American National Standard for Permanence of Paper for Publications and Documents in Libraries and Archives Z39.48-1992. 558888--110000337722__cchh0011__66PP..iinndddd 44 1111//2255//2211 44::0000 PPMM MARK SIROWER To my daughter Ellen, you will always be the heart of my heart JEFFERY WEIRENS To my favorite merger ever, Julie, and our three synergies— Sierra, Aurora, and Skylar 1 + 1 = 5 558888--110000337722__cchh0011__66PP..iinndddd 55 1111//2255//2211 44::0000 PPMM
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