Integrate Where It Matters

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IN PRACTICE

Many studies have shown that the most treacherous time in the failure-strewn business of mergers comes when companies attempt to combine operations. Surprisingly, however, they often destroy value not as a result of inattention to detail but through excessive zeal in their integration efforts. That's because acquirers, recognizing the many potential dangers inherent in the merger process, often attempt to immunize themselves by painstakingly mapping out comprehensive, detailed plans for blending every aspect of operations. What they don't realize is that too much integration can block companies from realizing the benefits of a merger just as easily as too little can. And, in some cases, overintegrating can do far more damage.

The authors posit that M&A activity is typically based on one of three types of "investment theses" — "active investing," growing scope and growing scale — and that each requires different degrees of merger integration. If an acquired company is the first plank of a new platform in a venture-capitalist firm's portfolio, for example, it will probably require the bare minimum of integration. But deals that enhance scope or scale require executives to pay much more attention to integration. The authors explain how Illinois Tool Works, Sears, Roebuck and Co., BP, Philips Medical Systems and Keppel Offshore & Marine have all benefited from integrating selectively, comprehensively or with a mix of the two, according to whether they were seeking economies of scale or scope.

Till Vestring is a Singapore-based partner at Bain & Co.; Ted Rouse and Sam Rovit are Bain partners based in Chicago. All three are leaders in the firm's global M&A practice and contributors to the book Mastering the Merger: Four Critical Decisions That Make or Break the Deal (Boston: Harvard Business School Press, 2004), which Mr. Rovit co-authored. They can be reached at Till.Vestring@bain.com, Ted.Rouse@bain.com and Sam.Rovit@bain.com.

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