As the economy began to rev up toward the end of 2010, merger and acquisitions forecasts called for increased activity in 2011. In the first quarter of this year, corporate acquirers bought 91 companies for $8.9 billion, compared to 116 acquisitions for $7.4 billion the same period last year, a 22% drop in M&A activity, says Dow Jones VentureSource. Still, if the economy keeps improving, those numbers could go up significantly, putting M&As on the front-burner for communicators.
Or maybe not. According to Sandy Hillman, president of Sandy Hillman Communications, which has overseen M&A communications in the entertainment, healthcare and media industries, the problem with a lot of M&As is that communications is left out of the picture. “M&As always been built around the deal and the deal-makers,” she says. “The most important audience, however, is the internal audience, and the people who make the deals do not gravitate internally.”
Yet internal communications in a merger or acquisition situation is the most difficult and complex component in the integration of the two entities, says Ian Campbell, vice chairman of the communications agency Abernathy McGregor Group. The importance of communications cannot be understated. “The ability to integrate well will in large measure decide if deals realize their value propositions,” says Campbell.
That’s why it’s important that organizations think hard and early in the M&A process about how they will form integration teams, how they identify the most valuable groups and how they will combine two cultures. Companies that acquire frequently have worked this out, but companies that are new to the process don’t realize the thought and commitment that goes into a successful merger or acquisition.
It’s not an easy task, as communicators often walk a fine line during an M&A. On the one hand, says Jeremy Jacobs, senior VP at Fleishman-Hillard, an organization must supply a steady stream of information—externally and internally—to let people know a deal is moving forward. On the other hand, if the M&A is tied up in the regulatory process or the negotiations are complex, caution must be exercised. “We wear two hats: public relations pro and apprentice lawyer,” says Jacobs.
INTO THE WEEDS
At the base of any communications effort around a merger or acquisition is research, says Hillman. It’s crucial to know internally how people are feeling about the M&A. On that end, communicators need to tap employees from a number of divisions across an organization to get quantitative and qualitative data. “People with different jobs and different titles will have a variety of views on how an organization should be run and managed,” says Hillman. “It’s important to form a body of employees with diverse views of a company.”
Back in 2004, Hillman was involved in Harrah’s’ $5 billion acquisition of Caesars, which made Harrah’s the nation’s number one casino company. “We needed to learn how the two companies viewed each other,” she says. “What they thought did well, what parts of the business they felt were important and how the rank and file viewed management.” What the research found were radically different cultures in both entities that made the communications piece difficult, says Hillman.
The next step, continues Hillman, is to build a bridge between the people at the highest levels in the company and what has been learned from the rank-and-file workers. Then, figure out what messages need to be disseminated to pull the two groups together. “You really have to go into the weeds to find these things out,” says Hillman. “Often the people doing these deals aren’t thinking about this, and it’s important to sensitize management to the thoughts and needs of employees.”
ART OF THE DEAL
Angst among employees could be high in an M&A situation. To ward of such anxiety, Christine Barney, CEO and managing partner at rbb PR, says to be prepared to answer the following four questions for employees, on day one:
• Is my job safe?
• What are the advantages of this merger?
• What will be different?
• What stays the same?
Employees on the acquired side must be given the attention a new employee receives. This is where Barney says a lot of organizations get it wrong. “All the focus is on day one,” she says. “On day two, communications tends to drop off a cliff, but that day—and the days after it—is more important.” Barney recommends creating a 90-day transition plan that spells out to employees exactly what will happen.
There is, however, the danger of over-communicating, says Jacobs. PR professionals walk a tightrope here, as they shouldn’t overpromise to employees or outside stakeholders. “Sometimes flooding audiences with information causes a sense a panic,” says Jacobs. That’s why it’s important to start segmented communications after an announcement—giving information specific to divisions and job titles.
On that end, continues Jacobs, nothing substitutes for face-to-face communications. And if your company is on the larger side, you don’t have to march the CEO around to do that. “Most companies have a bench of executives that can handle this,” he says. “Find out which ones can fill those roles.”
Most importantly, Jacobs says to avoid the biggest M&A misconception he sometimes sees among clients: that communications is something that you can leave to the last minute. “If you wait until the day of, you’ve waited too long,” he says.
Hillman likes to refer to M&As as a “marriage of different cultures.” It’s critical that PR pros figure out how to successfully integrate those cultures. “Everyone needs to feel respected and relevant to the transaction,” says Hillman. “How management communicates with them is a signal to their relevancy.”
It’s clear that how you communicate an M&A can mean the difference between a rocky union or a blissful, productive relationship. PRN