Pioneers Post
the business

From the horse’s mouth: mergers

23 June 2010
Craig Dearden-Phillips

Craig Dearden-Phillips, chair of Advocacy Partners Speaking Up

TOP TIPS

 

  • Identify early any potential deal- breakers – be brutally honest
  • Establish early who the CEO is going to   be (and pay off the other well)
  • Commission a consultant to do a study before going in headlong
  • Consult staff before you decide – they can make or break any deal
  • Give more ground than you need to – think of the coalition!
  • If the CEOs don’t trust one another the merger will fail
  • Move quickly – and don’t let lawyers get bogged down in due diligence

Craig Dearden-Phillips, chair of Advocacy Partners Speaking Up, says merging two businesses is one of the most stressful processes imaginable – but goodwill and shared values on both sides can make it less of a nightmare

Having just taken my organisation into a merger, which completed in April this year, here are my main points: mergers are costly, time-consuming, distracting and stressful. They mess with your head and your heart. So it’s important you make sure that the benefits exceed the costs. One plus one should not equal three but four or, ideally, 14.

First there has to be a big fat reason to merge. My organisation, Speaking Up, which provides advocacy services for people with learning disabilities, was built alongside a growing  public sector. In 2007 I spent money getting the company ready to grow. However, by 2008 the ‘growth engine’  I had so enthusiastically strapped on looked like it needed a thorough stripping down.

But maybe not. I instead saw a possible opportunity: perhaps I could merge the business with another player who had good market share, a reputation for quality and, importantly, a strong balance sheet.

Enter Advocacy Partners. Its CEO, Jonathan Senker, had, interestingly, been having similar thoughts. His company’s problems were different to mine – a weak infrastructure had led to concerns about service delivery. In short, he needed me as much as I needed him. But this wasn’t enough, of course. More was required to make the merger work: a shared set of values, ambitions and outlooks.

To find out if the merger could happen we commissioned a study by consultant Mike Yates. He spent two months analysing the risks and recommended to the trustees of both organisations that we merge.

That was in June 2009. Then we hit the long death march of due diligence. This essentially consisted of expensive lawyers and accountants toothcombing every conceivable legal and financial bogey. Of course there were some – but nothing to blow us off course.

However, we lost six months and both boards took till December 2009 to make their final decisions.

In the middle of all of this were two blokes, myself and Jonathan. At first we thought we would work together in the merged organisation with me stepping down after a year. But on reflection it felt both wasteful and uncomfortable. So we agreed instead that he would become CEO and I would be chairman, with me being appropriately paid off.

Everyone agreed and so Advocacy Partners Speaking Up was born.

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