Synergy Tracking

Synergy Tracking

Mavengigs

Mavengigs is a global consulting firm providing consulting services for Mergers & Integrations (M&A) and Transformations. Through our network of independent resources and partners, we serve clients in USA and Europe. Mavengigs is a division of Panvisage Inc. (a holding company with interests in consulting, education, real estate and investments).

This content is a synopsis from multiple sources for easy reference for educational purposes only. We encourage everyone to become familiar with this content, and then reach out to us for project opportunities.

Synergies in M&A

Synergies results from the increased value created by an M&A transaction so that the resulting entity is greater than the combined value of the separately valued parts.

Synergies are the financial benefits, including estimated cost savings or incremental revenue, arising from the M&A transaction. For each M&A transaction, Acquirer has a deal thesis that includes planned synergy targets, and they need to track synergies achieved during the transaction to avoid erosion of deal value.

Different types of synergies include cost synergies (reduced operating costs), revenue synergies (increased sales together), financial synergies (improved financial activities), marketing synergies (combined marketing efforts), and management synergies (benefits from reorganization). Synergies are recorded on the goodwill account and balance sheet.

M&A transactions may fail to realize synergies due to miscalculations, culture clashes, and poor integration processes. Calculating the present value of synergies can be done using multiples or a Discounted Cash Flow (DCF) method.

Types of Synergies

Synergies can be categorized into distinct categories:

Revenue Synergies:  Revenue synergies (soft synergies) assume that the combined companies can generate more cash flows than if their individual cash flows were added together. While viable in theory, revenue synergies often do not materialize, as these types of benefits are based on more uncertain assumptions surrounding cross selling, new product/service introductions, and other strategic growth plans. One important fact to consider is that capturing revenue synergies, on average, tends to require more time than achieving cost synergies. Frequently referred to as the phase-in period, synergies are typically realized two to three years post-transaction, as integrating two separate entities is a time-consuming, complex process, regardless of how compatible the two appear.

Cost Synergies: The main reason for an acquisition is frequently related to cost-cutting in terms of consolidating overlapping R&D efforts, closing manufacturing plants, and eliminating employee redundancies. Cost synergies (hard synergies) occur when combined companies reduce their operating costs after merging. This results from increased efficiencies and lowered expenses (like equipment, insurance, and physical space). Since synergies are challenging to achieve in practice, they should be estimated on a conservative basis, but doing so can result in potentially missing out on acquisition opportunities (i.e., getting out-bid by another buyer).

Financial Synergies: Financial synergies occur when a company’s financial activities and conditions improve because of an M&A transaction. As opposed to operating synergies (e.g., cost and revenue), financial synergies primarily occur due to a reduction in the cost of capital, tax benefits, increased debt capacity, etc.

Marketing Synergies: Marketing synergies arise in the form of research and development, marketing tools, marketing staff, and information campaigns when two companies combine. With marketing synergies, the newly formed company can enjoy deploying better marketing campaigns for its product or service with larger budgets & better tools. 

Management Synergies: Management synergies are realized when the new management team works in harmony to achieve the organizational vision, resulting in increased staff motivation, better use of resources, and additional opportunities for business growth. 

Synergy Management

Synergy management aims to combine two merging entities as efficiently as possible, thus releasing hitherto untapped value. 

Synergy realization requires a structured approach to maximizing value in post-merger integration (PMI) to realize targeted synergy potentials. This requires a synergy realization plan, then monitoring and tracking synergy achievement, while balancing short-term and long-term goals, managing risks, and overcoming challenges. 

Synergy Management (Continued) 

Synergy management encompasses the pre-deal estimation of synergy potentials (key driver of deal value, top-down estimates based on industry benchmarks) and the subsequent post-deal re-evaluation and realization (determines success in creating shareholder value, in-depth identification, classification, and tracking). 

Pre-deal Synergy Management

  • Synergy management, setup, synergy logic
  • Synergy identification
  • Synergy estimation 

Post-deal Synergy Management: 

  • Synergy Revision and 2nd identification
  • Synergy qualification
  • Synergy & business case approval
  • Benefit tracking

Synergy Estimation: Synergies are estimated in various ways, including (a) analyze headcount and identify redundant staff that can be eliminated, (b) consolidate vendors and negotiate better terms, (c) evaluate rent savings by combining offices, (d) estimate value saved by sharing resources like factories, transportation, etc., (e) Opportunities to increase revenue by upselling to existing customers, or increasing prices, (f) reduce professional service fees for combined company, (g) operating efficiency improvements from sharing best practices, (h) human capital improvements like attracting superior talent, (i) improve distribution strategy by serving customers with closer locations, (j) geo-arbitrage – reduce labor costs by hiring in cheaper locations, etc.

Synergy Managers may be assigned to specific synergies to ensure their tracking and realization during the PMI process

Synergy Timelines include (a) quick win synergies (quick realization with larger impact, like inventory reduction, capacity and workforce rationalization) and (b) longer term synergies like revenue synergies (medium term, includes top-line growth through access to new markets or leverage cross-selling) and (c) structural cost synergies (longer term, including business process re-engineering, supply chain optimization, SG&A and infrastructure restructuring).

Synergy Accounting

The newly combined company can account for the synergies achieved by an M&A transaction by recording it on its goodwill account on balance sheet. On the balance sheet, goodwill is recorded as a non-current asset. 

Goodwill is the intangible asset that is gained with one company’s acquisition of another company. It is calculated by subtracting the difference between the fair market value of the assets and liabilities from the company’s purchase price. Goodwill represents the expected future value of a company’s growth due to a merger or acquisition. Value of goodwill must account for the expected future cash flows, growth rates, revenues & company capital costs.

Missing Synergy Targets

Unfortunately, M&A synergies are not achieved 70% of the time. The combination of two companies is much easier said than done with significant gaps between what is expected and what actually happens, including over-estimations, conflicting opinions, different stakeholders, lengthy processes, changes in context or organizational strategy, etc. 

Reasons for missing synergy targets include:

  • Misevaluation: The acquiring company may overpay for a company, and as a result, it can never financially recover from the investment.
  • Culture Clash: It is often difficult to combine different management teams of companies, especially when dealing with cross-border transactions.
  • Poor Integration Process: Combining two companies’ systems, processes, technologies, and employees is often very challenging.

Many companies struggle to realize Revenue Synergies because integration strategies and operating models are not aligned with the deal thesis, there is limited buy-in from business unit leaders, and lack of specific sales targets across channels and teams. 

When designing revenue synergies, companies need to evaluate many revenue levers, such as the current customer base, go-to-market model, pricing, product portfolio and route-to-market alignment, as these are often linked to each other.

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