When doing a M&A, many companies over focus on the balance sheets, and the potential balance sheet that could result from the merger/acquisition. For example, if the company being acquired has a product that could be sold to a large percentage of the current customer base at a pretty penny, if the customer base of the company being merged with would be very likely to acquire the current company’s product, if the combined offering would appeal to a large new customer base, and if the merger could take a considerable amount off of overhead (through facility, asset, and resource rationalization), a merger or acquisition is often give a thumbs up even if the M&A could be toxic. How so? Let’s discuss.

Culture. As pointed out in last Friday’s post on how Fraggles and Doozers Require a Delicate Balance to Co-Exist, if the cultures are opposite and the relationship not delicately balanced then one, or both, sides of the relationship are going to suffer. Badly. And despite one’s belief to the contrary, you can’t always Dance Your Cares Away.

Process. How do the two companies accomplish their daily operations? How defined and rigid are their processes and how much do they overlap? If one company has a practice of just handing out “suggested” budgets and buying what they want and another has a minimum two level approval just to buy a stapler (crazy, eh)? Trying to instill a heavy process-driven no-maverick culture on what has essentially been a wild, wild west is no easy feat, and might take longer, and cost significantly more, than one expects. Considerably.

Data. The number crunching M&A advisors continually underestimate the difficulty of doing systems integration. It doesn’t matter if all of the systems have file export capability, APIs, or even interfaces to third party connective middleware — it’s difficult. Why? In the majority of organizations, data is dirty. Very dirty — full of spelling and classification errors (including SKU/categorization, document ID, timestamp, etc.), duplicates, holes (key fields missing), and so on. And in order to integrate, harmonize, and normalize (down to a minimum number of) systems, the data has to harmonized and normalized so that it can be matched one to one (on common suppliers, products, locations, etc.). This is a significant data cleaning effort, that, in large organizations, can often take months, or even years, due to the huge volumes of data that have built up. The Finance geeks will usually take the word of a high priced consulting firm that will promise their ability to do the project in X months for Y dollars, but then realize when they dig in deep it will at least 3 times as long. This is a huge cost and a considerable delay to expected efficiency gains.

Platform. If the M&A is between two software companies, the purpose is usually to acquire a (semi-)complementary software technology that, when integrated, will provide the combined customer base with a bigger, more valuable (and to the combined company, more profitable) offering — but that’s not always as easy as both parties might expect. Generally speaking, software companies that create software for a living believe “it’s all just code, and we’re good at code, so integration will be no problem”, but that’s not always the case. If the two products are on (completely) different stacks; if one product requires a deep knowledge of complex mathematics, modelling, or data science and the other is just implementing a simple business process without a lot of complicated logic; or if one product requires deep domain expertise (such as insurance pricing in a complex regulatory market, aircraft engine reliability testing, etc.) and the other requires nothing more than a knowledge of modern UI elements, that is definitely not the case. And if the acquiring company is the one whose developers have never coded anything that requires deep mathematics or domain knowledge and the acquired company’s code requires world-class expertise to build, this is generally not an integration that’s going to go smooth, if it happens at all.

In other words, a successful M&A is not all about the numbers — it’s about the synergy, which usually has nothing to do with the numbers at all (but which will typically push the numbers up as soon as the two companies truly become one).