GSI is a computer services company, the leader in payroll outsourcing in France. The company founder sees the value in selling computer services to create a recurring revenue stream. His years in the French public administration prompt him to create a decentralized and non-bureaucratic company, taking to an extreme the values of empowerment, trust and respect for the individual. Success in the 1970s and 1980s allows the company to grow by acquisition, resulting in a multi-business company with pan-European reach. The founder's ideals play a large part in achieving an employee leveraged buyout in 1987, resulting in much sought-after independence from the large French conglomerate that had given GSI its start. By the early 1990s, several factors pressure results. An economic downturn crimps sales. Huge outlays to develop software and implement a quality program pressure profitability. The plethora of business units, with totally different business models becomes unwieldy. Impatient and angered financial investors from the 1987 leveraged buyout distract top management with petitions to exit. The management team becomes increasingly dysfunctional. At the end of 1994, the founder and Chairman respond abruptly by firing half of his top managers. The Abridged version can be used as an introduction to the ADP-GSI case series on M and A.

GSI is a computer services company, the leader in payroll outsourcing in France. The company founder sees the value in selling computer services to create a recurring revenue stream. His years in the French public administration prompt him to create a decentralized and non-bureaucratic company, taking to an extreme the values of empowerment, trust and respect for the individual. Success in the 1970s and 1980s allows the company to grow by acquisition, resulting in a multi-business company with pan-European reach. The founder's ideals play a large part in achieving an employee leveraged buyout in 1987, resulting in much sought-after independence from the large French conglomerate that had given GSI its start. By the early 1990s, several factors pressure results. An economic downturn crimps sales. Huge outlays to develop software and implement a quality program pressure profitability. The plethora of business units, with totally different business models becomes unwieldy. Impatient and angered financial investors from the 1987 leveraged buyout distract top management with petitions to exit. The management team becomes increasingly dysfunctional. At the end of 1994, the founder and Chairman respond abruptly by firing half of his top managers. The Abridged version can be used as an introduction to the ADP-GSI case series on M and A.

The follow-on to the GSI A case presents the alternatives available to GSI in the summer of 1995. Former senior manager Gluntz has returned in February after a 10 year hiatus and created a plan to turnaround the company. By summer, it's obvious that the option of selling GSI to an appropriate acquirer must be evaluated, given the mounting pressure of financial investors. The case places the reader in Gluntz's shoes to determine whether to resuscitate the company from crisis or sell to one of three alternative buyers, one being ADP.

ADP is an American success story. The founder, with modest beginnings and a good idea, turns a company that does the payroll for a few companies in New Jersey, to a successful company that can boast 136 consecutive quarters of revenue and income growth since going public in 1961. The company is built on a solid economic model of providing outsourcing of payroll and other key applications to earn a recurring revenue stream. In the summer of 1995, management of the US-centric company with a few lackluster overseas experiences must decide whether it should acquire French-based GSI. The case asks the reader to take the position of Gary Butler, President of ADP Employer Services, weighing the risks of a large overseas purchase with the rewards of growth that a new market can promise.

ADP signs its largest acquisition deal in history, to purchase GSI in August 1995. If the divergence of cultures in both companies isn't enough -- ADP management being used to tight controls and double-digit growth and GSI management groomed to run their own show in spite of recent poor financial results -- there are tremendous differences in operations across functional areas to resolve. Both companies have developed and positioned their unique product offerings to serve different market segments in distinct geographies. Consequently, the Sales and Customer Service organizations are also very different, with scopes and profiles that correspond to their own markets. Financial reporting practices are also divergent, for the most part due to country legislation. Human Resource practices are polar opposites. The reader is asked to take the position of Philippe Gluntz, the new President of ADP Europe, straddling the ocean to manage the post-acquisition process. The Expanded Version includes an overview of GSI and ADP, allowing the reader to address the integration challenge without reading the previous cases in the series.

GSI is a computer services company, the leader in payroll outsourcing in France. The company founder sees the value in selling computer services to create a recurring revenue stream. His years in the French public administration prompt him to create a decentralized and non-bureaucratic company, taking to an extreme the values of empowerment, trust and respect for the individual. Success in the 1970s and 1980s allows the company to grow by acquisition, resulting in a multi-business company with pan-European reach. The founder's ideals play a large part in achieving an employee leveraged buyout in 1987, resulting in much sought-after independence from the large French conglomerate that had given GSI its start. By the early 1990s, several factors pressure results. An economic downturn crimps sales. Huge outlays to develop software and implement a quality program pressure profitability. The plethora of business units, with totally different business models becomes unwieldy. Impatient and angered financial investors from the 1987 leveraged buyout distract top management with petitions to exit. The management team becomes increasingly dysfunctional. At the end of 1994, the founder and Chairman respond abruptly by firing half of his top managers. The Abridged version can be used as an introduction to the ADP-GSI case series on M and A.

This last document in the ADP-GSI series describes the outcome of the acquisition through interviews with ADP and former GSI managers. ADP management is very pleased with the results. ADP Europe management, particularly Philippe Gluntz, has played a key role as leader and buffer between the ADP and GSI culture and operations. During Gluntz's tenure as President (1995- 2001), much of the previous GSI culture and relative high level of autonomy has continued, albeit in an environment focused on growth. Gluntz's successor now has to determine if and how he should continue the autonomy.