Mergers, Acquisitions, and Divestitures

Mergers, Acquisitions, and Divestitures

POWERFUL INSIGHTS

Speed, focus, discipline and a passion for building the business for the future are requirements for transaction success during this period of unprecedented change.

When consistently applied, reduced transaction costs, increases in planned revenue, realization of cost reductions, focus on getting to the desired state of operations, and improved market reputation in a period of customer flight to quality are some of the benefits that accrue to your company and shareholders.

In today’s environment, organizations are being confronted with on-the-spot strategic decisions that will define their future performance, strategic positioning or very existence. Whether a change-of-control decision involves the acquisition of market share through horizontal merger, a de-leveraging of the balance sheet through divestiture or something altogether different, speed and decisive action are critical.

The best way to meet these demands is to have an experienced team singularly focused on integration, separation and business transformation activities, and the greatest opportunity to realize expected value requires excellence, speed and transparency.

Challenges and Opportunities

Consider some of the issues routinely faced during change of control transactions:

  • Underestimating the time, effort and cost of effecting the transaction while minimizing impact on the ongoing business
  • Staying on task and holding people accountable for results
  • Finding appropriate resources to dive deeper into the assets of the acquired institution to understand and maximize value
  • Effectively and quickly managing issues as they arise and the change that comes from them
  • Executing and maintaining transition service agreements while fulfilling sale and purchase agreement requirements

Our Point of View

The keys to managing change of control transactions successfully include:

  • Articulating the future state and required time frame to get there
  • Defining the critical assumptions that went into the deal regarding revenue and cost expectations and connecting these assumptions to key initiatives
  • Defining integration or separation goals, roadmaps and post-deal target operating models
  • Establishing an experienced program management office (PMO) that understands the strategic and cultural differences among merging firms
  • Establishing governance processes that anticipate issues and identify and facilitate rapid escalation and resolution
  • Ensuring the continuity of control environments and, more broadly, the viability of the new business model as assets are added or divested
  • Understanding the key internal and external influences, including regulatory demands, and being prepared to respond quickly
  • Maintaining senior management sponsorship while reinforcing the vision and deal objectives with employees to maintain momentum
  • Affecting the transaction with minimal impact on business-as-usual activities and staff

PROVEN DELIVERY

How We Help Companies Succeed

Our structure allows us to respond quickly to your needs on a global basis with cross-disciplined teams that bring broad perspectives and deep expertise capable of leading the transaction PMO and work streams and diving deep into a variety of business and regulatory issues. With our structure, we are uniquely able to deploy a flexible delivery model that adapts to the constantly changing fixed and variable resourcing needs of each transaction.

We have assisted some of the world’s largest organizations with some of the biggest transactions in history, providing services across a range of operations and assets. We focus on key risk areas like no other partner you will work with, with our proven project management tools and techniques that help fully capture the targeted results of your deal.

Example

Protiviti was engaged by a Top 5 U.S. bank to define and execute more than two dozen integration projects. Our teams spanned business and IT across multiple products, geographies and disciplines. Initially, Protiviti focused on operationalizing target operating models so the vision of the integration could be roadmapped, issues defined, implementation plans built and modified, and risks monitored and acted upon. Our teams consisted of advanced program management specialists as well as deep industry and technology experts.

We led engagements with regards to charter consolidation, Oracle G/L and PeopleSoft HR conversions, mutual fund vendor conversions, new infrastructure technology builds in partnership with pure technology firms, architecture, and operations. Within operations, we led or assisted with the integration across sales and acceptance, investment platform uplifts, revenue and fees, and account migration, as well as functional activities with operations such as technology, communications, and legal, risk and compliance.

Our teams covered a variety of additional integration areas including readiness assessments, customer selection for conversion cycles, information security strategy, policy and assessments, upstream/downstream application impacts and demand management protocols.

“There were many moving parts and two companies coming together that needed the experience and help you provided. I was personally very grateful for your ability to define the business need AND truly understand how to drive the deliverables to completion. I was impressed with your professionalism and overall “can do” attitude.”

– Product Lead, Senior Vice President

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