M&A · ESSAY

Why most mergers fail to create value, and what the successful ones do differently

The deal is the easy part. Value is won or lost in the thesis, the price and the first hundred days.

By Cassius Mehra, Senior Fellow, Capital & Operations · · 4 min read

Two business people shaking hands
Photo: Unsplash

Mergers and acquisitions are among the largest and most visible decisions a leadership team can make. They are also among the riskiest. Research over several decades has consistently found that a large share of acquisitions fail to create value for the buyer's shareholders, and that many destroy it.

And yet some companies acquire repeatedly and successfully. The difference is rarely luck. It lies in a handful of disciplines that the successful acquirers practise and the others neglect.

Where value is lost

Most failed deals go wrong for one of four reasons. The strategic rationale was weak, so the deal would not have created value at any price. The price was too high, so the buyer paid away all the value the deal could create, and more. The synergies were overestimated, especially revenue synergies, which are easy to promise and hard to deliver. Or the integration was poorly managed, so customers, talent and momentum leaked away while the organisation focused inward.

AT A GLANCEDeals that disappoint versus deals that deliver
Deals that disappoint
  1. Opportunistic target, vague thesis
  2. Price set by competitive tension
  3. Synergies estimated top-down
  4. Integration planned after signing

Value is paid away at the start and leaks away afterwards.

Deals that deliver
  1. Target chosen to serve a clear strategy
  2. Walk-away price agreed in advance
  3. Synergies built bottom-up, with owners
  4. Integration designed during diligence

Value is protected at the price and captured in the first year.

Start with the thesis

Successful acquirers can explain in a sentence how a deal makes the combined business better than the two parts on their own. It might add a capability, open a market, consolidate a fragmented industry or bring scale economies in a specific part of the cost base. The thesis should flow directly from the company's strategy. If a deal only makes sense because the target is available, it probably does not make sense.

A clear thesis also tells diligence what to focus on. Rather than reviewing everything equally, the team can concentrate on the handful of facts that would confirm or disprove the case for the deal.

Discipline on price

Once a deal is in motion, it acquires momentum. Advisers, internal champions and competitive bidding all push the price upward. The most effective defence is to agree a walk-away price before negotiations begin, based on a realistic view of standalone value and synergies, and to hold to it.

Boards have a vital role here. It is worth asking management what they would have to believe to justify the price, and how confident they are in each of those beliefs. Many of the questions in our board checklist for transformations apply equally to a major acquisition.

Synergies that survive contact with reality

Synergy estimates are frequently built from the top down, using benchmarks from other deals. They are more reliable when built from the bottom up, line by line, with a named owner responsible for delivering each one. Cost synergies are generally more predictable than revenue synergies, and prudent acquirers value them differently.

It also pays to account for dis-synergies: the customers who leave, the talent that departs and the one-off costs of integration. These are real, and they are almost always underestimated.

A deal creates value only once. Integration decides whether it is captured.

The first hundred days

The period immediately after closing is when uncertainty is highest and value is most at risk. Customers wonder whether service will change. Employees wonder about their jobs. Competitors see an opportunity.

The best acquirers plan integration during diligence, not after signing. They decide early on leadership and structure, communicate clearly and often, protect the customer relationships and people that drove the target's value, and focus integration effort on the few areas that matter most to the thesis. Where the combined company needs a new operating model, they design it deliberately rather than letting it emerge by default.

A final test

Before approving a deal, ask one question: if the price were public and the synergies audited, would our shareholders applaud? If the honest answer is uncertain, the deal needs more work, or no deal at all.

What would change our view

If deals with a weak thesis or a full price were rescued by strong integration as often as good deals are spoiled by weak integration, we would give integration more weight than thesis and price.

This piece is RavenArc analysis. It draws on established management practice rather than new data, and it cites no specific figures.

RavenArc tests every decision against six questions. See the RavenArc Decision Method.

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