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Exploring synergies in an organisational merger

Summary

Two property services organisations, one with a corporate structure and the other a partnership, had agreed to merge their businesses into a new corporate entity. The two existing organisations and the new entity that they were forming clearly had much in common but there were also important differences between the three structures.

An opportunity and threat workshop was conducted, as part of a larger team-building process. It was intended to provide a communication forum for senior personnel from the original organisations, as well as generate a list of key opportunities and threats for the merged business.

The workshop followed the standard risk management process, with the identification and evaluation process structured explicitly to include opportunities (possible future events or circumstances with positive consequences) as well as threats (those with negative consequences).

The workshop generated a list of key opportunities and threats. It also formed a bridge into the detailed discussions about the operation and structure of the new business that were to follow. In particular, the insights that participants obtained in the workshop allowed them to contribute positively to the business discussion, in an atmosphere of greatly improved understanding and empathy. They developed their understanding of each other’s business and an appreciation of what it would mean to work together.

In our experience, the interaction between the participants in a workshop of the kind described in this case and the understanding this engenders is always valuable. It may be a primary objective (as it was here) or a significant by-product of identifying opportunities and threats to guide decision making and planning. Attention to the planning and facilitation of the process is required to ensure that the effect on the participants’ understanding and engagement is fostered and that the process is carried out expeditiously.

Team-building workshop

Background

Two property services organisations had agreed to merge their businesses into a new corporate entity. Company A had a corporate structure. It had relatively few personnel and operated from two major centres. It primarily provided advisory services to a base of large property funds, owners of significant property asset portfolios and property managers. Partnership B had a large number of partners and personnel, with a wide spread of offices. It provided advisory, property management and related services to a similar target market, but with a greater emphasis on corporate property owners and individual properties. Both organisations dealt with a wide spread of commercial, retail and industrial properties and clients.

There were similar cultures and values in the two organisations – in particular, both had a passion for excellent customer service and the provision of first-class advice. However, the business processes and operating philosophies associated with A's concentrated corporate structure and B's dispersed partnership structure meant the new management would need to take active steps to develop a joint approach to the market and a new culture for the new entity they were forming. The challenge was to build on the common strengths and take the best features of the old structures into the emerging organisation.

A major weekend team-building activity was planned for the senior managers from the two businesses. It involved three phases, from Friday afternoon through to late Sunday afternoon.

On Friday afternoon, the two management teams gathered at a small theatre, where an actor led them through exercises and role playing, culminating in a series of 'presentations'. Small groups, each comprising individuals from both organisations, had to write and present short plays, broadly aligned with topics provided to them, including costumes, lighting and music. This phase was designed to introduce people to one another, break down barriers and promote joint working in an environment that was divorced from their business activities and supposedly non-threatening. (It was non-threatening only in a business sense – people were taken well outside their comfort zones, and the exercise provided plenty of individual embarrassment and a great deal of good-natured amusement!) A casual dinner reinforced the contacts of the afternoon.

On Saturday, a full-day opportunity and threat workshop involving some thirty senior managers was facilitated by Broadleaf. While there was a desire for a firm 'product' outcome from the workshop, in the form of a list of opportunities and threats and associated ideas for developing the new business, there was a clear 'process' outcome desired too. In particular, it was expected that the workshop structure would facilitate communication and understanding of the individual objectives and priorities of the participants, their capabilities and their points of view, as well as assist them to identify their joint strengths and weaknesses and the potential business synergies of the new organisation. The workshop was designed to further reinforce contacts and the opportunities of working together, in an environment that was focussed specifically on the new business. An informal dinner followed the workshop.

On Sunday, the new corporate business structure was announced, including the main management positions. The day was devoted to detailed discussions about the new organisation, its medium-term strategy and the way it would operate. This case study deals with Saturday's opportunity and threat workshop.

Workshop approach

The workshop process for exploring opportunities and threats for the merged business was intended to provide a structured exercise that generated a list of key issues, with agreed priorities in terms of importance to the business and urgency for action, as well as a communication forum for senior personnel from the two original organisations.

The workshop analysed the two major product offerings of the new business – property investment management services and corporate real estate services – and the associated support services. Time was also allowed for other management issues to be raised.

Whilst there are a number of criteria that help to evaluate an opportunity or threat, the primary purpose of the workshop was to identify opportunities for increased revenue and to identify potential threats that might impact current revenue streams from the merged businesses.

The workshop was also intended to enable those participating to articulate the principal opportunities and threats to the broader group of senior employees of the merged organisation. It provided those responsible for support services with a focus on the key issues in their own areas of responsibility.

The overall process followed the steps in the standard ISO 31000, Risk management, adapted for this purpose. In particular, the identification and evaluation process was structured to ensure opportunities (with positive consequences) as well as threats (with negative consequences) were considered explicitly.

The main workshop focussed on risk identification, analysis and assessment. The outcome was a list of key opportunities and threats for the new business, with agreed priorities and responsibilities for capturing and exploiting the opportunities and avoiding or controlling the threats. Later activities to explore options and develop and implement action plans were the responsibility of business managers.

The workshop involved brainstorming, with two passes.

In the first pass, for each key element, the participants:

  • Briefly reviewed combined capabilities of the new business in the area covered by the element
  • Identified the most significant potential opportunities and threats
  • Assigned impacts and likelihoods
  • Established initial priorities.

In the second pass, participants:

  • Assigned agreed priorities to each opportunity and threat
  • Allocated responsibilities for managing the major ones.

The agenda for the workshop is shown in Table 1.

Table 1: Workshop agenda

Indicative timing

Topic

Leader

0815 to 0830

Introduction

Operations Manager of A

0830 to 0845

A perspective of the new organisation

CEO of A

0845 to 0900

A perspective of the new organisation

Senior Partner of B

0900 to 1530

Workshop: first pass risk assessment

Broadleaf facilitator

1545 to 1700

Workshop: second pass review

Broadleaf facilitator

1700 to 1715

Summary

Chairman-designate of AB

1715 to 1730

Close

Operations Manager of A

Context

The context for the organisational merger was developed before the workshop and the main aspects were included in a briefing note for the participants.

The key elements were intended to cover the main business functions for the new entity. They provided the basic structure for the brainstorming activities and for opportunity and threat identification in the workshop (Table 2).

Table 2: Key elements

Number

Element

1

Property investment management

2

Corporate real estate

3

Customer service centre

4

Engineering and technical services

5

Project management

6

Leasing and lease administration

7

Information technology

8

Finance and accounting

9

Business development

10

Other matters

Success criteria for the new business had been developed as part of the merger discussions. They were well understood by most participants, as they were embedded in the value systems of the two organisations – the commonality of values was a major driver for the merger, and one of the main reasons the principals on each side believed it would be a commercial success, despite the different organisational structures and those cultural features that were currently structure-driven. Criteria are shown in Table 3.

Table 3: Criteria for the new business

Criterion

Notes

Finance

Profit, margin, revenue growth

Safety

Safety of staff, tenants and customers

Public image & reputation

Market reputation, regulatory compliance, shareholder support

Performance

Ability to deliver, project delivery

Environment & community

Good corporate citizen

Employees

Morale, turnover, employer of choice

Simple descriptive scales were used to analyse impacts of each opportunity and threat in terms of criteria related to the business objectives (Table 4), and the likelihood of these impacts arising (Table 5).

Table 4: Impact scale

Rating

Opportunities

Threats

± A

Outstanding: Most criteria may be enhanced substantially

Catastrophic: Most criteria may not be achieved

± B

Major: Most criteria may be improved

Major: Most criteria threatened

± C

Moderate: Some criteria improved

Moderate: Some criteria affected

± D

Minor: Some benefit

Minor: Easily remedied

± E

Negligible: Very small benefit

Negligible: Very small adverse impact

Note: ratings were recorded as positive for opportunities, negative for threats.

Table 5: Likelihood scale

Rating

Likelihood: the potential for the opportunity or threat to impact on the business to the level assessed

A

Almost certain: Will occur at least several times per year

B

Likely: May arise about once per year

C

Possible: May arise at least once in a one to ten year period

D

Unlikely: Not impossible, likely to occur during the next ten to forty years

E

Rare: Very unlikely during the next forty years

A simple table was used to convert likelihood and impact ratings to initial priorities, illustrated in schematic form in Figure 1. The initial priorities were reviewed during a second pass later in the workshop, to provide a ‘sanity check’ on the first-pass brainstorming outcomes.

Figure 1: Opportunities and threats, schematic

During the second part of the workshop, initial priorities were calculated and reviewed. The management team used these to determine agreed priorities and urgency ratings. As a guide:

  • High opportunities and threats were likely to arise and to have potentially large impacts (positive or negative). They required detailed management planning at a senior level, to capture the opportunities or minimise the risks.
  • Medium opportunities and threats were likely to arise, or to have large impacts, but not necessarily both. They should receive some management attention, but this might be delegated.
  • Low opportunities and threats tended to be infrequent and of low consequence. They were to be managed by routine procedures.

Workshop outcomes

Table 6 summarises the opportunity and threat profiles from the workshop. Several features are interesting.

  • There are roughly similar numbers of opportunities and threats. This is unusual for a workshop of this kind – in our experience with workshops like this, the number of opportunities is rarely more than one third of the total. Here, there was an optimistic focus on the future, hence more opportunities and fewer threats, and the facilitator encouraged this.
  • The optimism continued into the detailed structure of the tables. Most of the opportunities were rated High or Medium, while the majority of threats are rated as Medium or Low.
  • Note that some of the opportunities were originally rated Medium, but the team increased their priorities during the review process.
  • Very few low-consequence items were noted.
Table 6: Agreed priorities

High

Medium

Low

Total

Opportunities

37

31

15

83

Threats

6

34

35

75

Table 7 shows a selection of the outstanding opportunities that were identified. While the statements in the table seem quite bland in many cases, the discussion that surrounded each one was complex and rich, and individual managers maintained more detailed notes of the main points of the discussion than are shown here, including notes on potential actions that might be taken to capture or exploit the opportunities.

Table 7: Selected outstanding opportunities

Reference

Opportunity

C

L

1.08

We have an opportunity to shape our combined client list, and redefine and differentiate our offering

B

A

1.09

The merger provides an opportunity to redefine ourselves, our relationships and our services

B

B

2.03

We can now offer new capabilities (e.g. similar to other global merged groups)

A

A

4.01

We can exploit economies of scale as an integrated purchasing provider for our clients

B

B

4.08

Our combined knowledge base will assist in developing better tender responses

A

C

7.02

Our combined IT functions will provide better control of information for business advantage

A

A

8.02

Our combined financial systems will allow us to provide asset management information at a high margin

B

B

Lessons

The opportunity and threat workshop achieved its practical objectives. It provided a structure and framework for the participants to discuss and explore their new business and get to know their new colleagues. It had very positive outcomes. As part of a series of successively more focussed exercises over the weekend, it generated a bridge into detailed discussions about the operation and structure of the new business that followed on the final day. In particular, the insights that participants obtained in the workshop allowed them to contribute positively to the business discussion, in an atmosphere of greatly improved understanding and mutual empathy.

The 'process' outcomes were more important here than the 'product' outcomes. While the lists of opportunities and threats were valuable, and they were used as the basis for constructive actions once the new business had been formed, it was the social and cultural aspects that were critical to the overall success of the exercise for the senior management team. In our experience, the interaction between the participants in a workshop of the kind described in this case and the understanding this engenders is always valuable, either as a primary objective (as it was here) or as a significant by-product of the process.

The risk management process, adjusted for the purposes of this requirement, was an appropriate approach for achieving the outcomes that were desired. To ensure this is so, careful planning and skilled facilitation are essential.

Client:
A corporate business and a partnership in the property sector
Sector:
Property
Services included:
Risk assessment and risk treatment
Risk assessment