This note is used in Darden's Postmerger Integration elective. The authors present a guide to help managers prepare for integration challenges and allocate integration resources more efficiently. Although simple at first glance, addressing 20 yes-or-no questions can lead to fruitful in-depth conversations that provide a sound foundation for successful PMI planning and execution. By answering these questions in open dialogue, PMI managers and senior executives will expose the potential weaknesses in an upcoming merger and highlight the arenas in which detailed planning is not only warranted but fundamental.

This note deals with the issues of strategy, the first common source of acquisition failure. An appropriate master plan that links strategy and integration is a critical requirement for this interplay and ensures that the target will improve the acquirer's overall competitive abilities.

Danaher's 25-year history of acquisition-driven expansion had produced healthy stock prices as well as above-average growth and profitability for more than 20 years; however, since mid-2007, Wall Street questioned the scalability of the company's corporate strategy and its reliance on acquisitions. Prudential Equity Group had downgraded Danaher to underweight status, citing concerns over its inadequate organic growth. In March 2009, its CEO wondered how to keep growing a company that faced changing world-wide economic circumstances, pressure from low-cost manufacturers, new competitors, flat or declining demand for company products, price increases for certain raw materials, and criticism from market analysts. Should he consider changing Danaher's growth strategy, or should he be confident that past successes were sustainable? Should he consider changes to the way Danaher made acquisitions or attempt aggressive organic growth? Should Danaher make larger acquisitions or increase the pace of deal making or would the answer lie in tighter integration of targets within each platform, where additional value could be created?

This case follows UV4253, which is designed to allow two integration teams, each representing one of two different companies, to construct a joint post-acquisition-integration plan. The confidential background about one of the companies is provided in this case for one of the teams. UV4254 provides confidential information about the other company.

Approximately 65% to 85% of mergers fail. That's a startling statistic. While there are myriad reasons why mergers are not successful, in many cases the reason is simple: a failure to develop and execute an appropriate postmerger integration (PMI) strategy. Clues to successful PMIs can be gleaned from the 15% to 35% of mergers that do succeed; this note contains some tips and best practices distilled from those successes. Because every company and every merger is different, this collection of practices is by no means exhaustive. Instead, its purpose is to serve as a starting point for the creation of a well-tailored strategy for a firm planning to undertake the assimilation of an acquisition into a new, combined entity.

In July 2007, Wachovia Corporation's CEO is pleased with a report that shows the firm's record-setting second quarter results. In the past three months, Wachovia has doubled its earnings and posted record revenues, mostly attributable to the large consumer real-estate loans related to the Golden West Financial acquisition that has contributed to the bank's growth. The transition of Golden West into Wachovia's platform had been quick and smooth, despite their cultural, geographic, and product-offering differences. The CEO was excited that the acquisition provided new opportunities for lending in what were perceived as less risky markets, particularly single-family home mortgages with adjustable rates. But he wondered if there were any adjustments necessary to extract ultimate value from Golden West.

Whole Foods and Wild Oats were both natural- and organic-food stores that competed for similar customers on values such as high-quality and healthy products, excellent customer service, knowledge of products, and an enjoyable shopping experience. In February 2007, Whole Foods announced that it would purchase a smaller, yet formidable competitor, Wild Oats. There was tremendous geographic complementarity involved: The merger would give Whole Foods the largest footprint within the natural- and organic-grocery industry in North America.

Building on previous research, this note examines the results of a study of firms on the Fortune 1000 list from 1996 to 2004. The note brings those studies up to date by introducing more recent industry return data and extends the analysis to include a discussion of how profitability within and across industries may and does vary over time, as well as the implications of such a phenomenon. The note also details the impact of competition-specifically, the level of a given industry's concentration among its top firms-on profitability. Profitability in the study uses three metrics: return on equity (ROE), return on sales (ROS), and return on assets (ROA) to compare the firms on the Fortune 1000 list to uncover key findings.

How does one assess which consulting firm to hire when planning for the postacquisition activities? This technical note lists the questions to ask presenters from consulting firms who are making their "pitch" to get the assignment.

Billionaire Rupert Murdoch, CEO of News Corporation, has purchased the Dow Jones & Company, which includes the Wall Street Journal, from the Bancroft family after many family discussions about the sale. At issue is whether Murdoch, known for his involved and hands-on management style, will impose his will on the editorial personnel and policies of the WSJ and risk destroying the very intellectual capital he has just acquired.

A previously employed equity trader at a prominent New York investment bank has returned as an MBA summer intern. Her primary responsibility is to assist the heads of the HR department with the integration of a recently acquired California equity research firm. The case opens and ends with the intern trying to manage an irate head of security for a perceived breach of security caused by differences in New York and California labor laws while in between other issues of varying urgency are raised. This case lets students approach real-time post-merger integration issues from both a technical and human relations point of view. Key issues addressed in the case include assembling the "right" integration team, resolving title- and salary-mapping differences, and managing a significant cultural shift.

In 2001, after Tata Tea took over the giant Tetley in a leveraged buy-out, it was presented with problems: there was the array of vertical integration synergies, but the leveraged buyout structure, cultural differences, and lack of planning meant that the realization of synergies was delayed. The difficulties were exacerbated by the cyclical downturn in the tea industry and the increased competition from substitute products. The purpose of this case is to illustrate: (1) issues associated with cross-border merger integration; (2) when vertical integration makes sense and when it does not; (3) the application of PMI frameworks and concepts; (4) the issues associated with a leveraged buyout structure; and (5) the trap of the winner's curse.

In December 2001, Comcast won the auction to acquire AT&T Broadband. The $72-billion winning bid would combine Comcast, the country's third-largest cable operator, with the industry leader. Comcast Corp. President Roberts and Comcast Cable President Burke had to consider post-merger-integration strategies. This case examines (1) how government legislation can affect the competitive dynamics of an industry, (2) the difficulties companies face in integrating senior-management teams with different management styles and companies with different cultures, (3) integrating complementary products with low opportunity to cross-sell and achieve cost savings, (4) establishing "success metrics" for a defensive acquisition, and (5) understanding how integration activities can send signals across a corporation.

Ben & Jerry/Unilever raises the issues of (1) how to bring a nonbusiness culture (B&J) into a corporate culture (Unilever) while preserving the value acquired; (2) how to manage a recently acquired subsidiary whose parent company is an ocean away; (3) how, as a corporate-appointed general manager, the French general manger can gain the trust of the acquired firm; and (4) how (or even whether) to preserve the Social Responsibility (SR) aspects of the target. An additional focus might be how (or whether) to export a socially-responsible firm's values to overseas locations. The case can be positioned near the end of a PMI course, where the students can apply PMI skills in a unique ethical and cultural situation. Alternatively, it can be used in an Ethics course to highlight the challenges of maintaining an SR mission when a public global corporation acquires a local (Vermont) SR organization.

This case presents the "best practices" of a highly successful post-merger integrator that grew from $400 million in 1997, to $1.5 billion in 2000, to $4 billion in 2002. Case focus is on the $4.0 billion IT sector of Northrop Grumman (NGIT), a company confronting immense change in the rapidly consolidating defense business. This integration is unique in that the product is a complete melding of various companies, systems, leaderships, and cultures of 11 legacy organizations. Not only is the result an organization with a new identity, but also one with new strategic capabilities unavailable to any of the stand-alone legacy companies. The case is accompanied by a CD-ROM that includes videos of weapons systems (e.g., B-2 bomber) and PowerPoint presentations of their PMI process.

Cisco Systems' relentless pace of acquisitions between 1993 and 2000 ground to a halt in 2001, with Cisco buying only two businesses that year. By September of 2002, it had acquired Hammerhead Networks and Navarro Networks for $258 million in stock and planned to buy Andiamo Systems for up to $2.5 billion. Market conditions may have shed light on cracks in its acquisition methodology, but the most profound change, according to CEO John Chambers, was the decision to acquire companies at a later stage of product development than previously. Now, a target had to have a proven product, customers, and management team before any transaction was considered. The (B) case includes a brief update on the company and financials up to July 2002.

Cisco Systems's company strategy was acquire, acquire, acquire during the 1990s. Along the way the firm tailored an integration process unique to each acquisition that Cisco consumed. From the day the intended purchase was announced, human resources and business development teams traveled to the acquired company's headquarters to familiarize themselves with the new acquisition. The day after the deal closed, the human resources arm of the business development department hit the firm with tailor-made orientation programs. Cisco's approach had worked well between 1994 and 2000 with over 70 acquisitions. By 2001, Cisco's buying spree slowed and acquisitions dropped to only two that year, causing public speculation that the firm had over-shopped. Yet in early 2002 John Chambers, CEO of Cisco Systems, announced he still intended to acquire eight or ten companies that year. What new post-merger integration challenges would the firm face? This case provides an opportunity to examine Cisco's post-merger integration (PMI) strategy that takes place in a fast time period in order to achieve cost savings, high earnings, and an integrated culture. Students will discover how Cisco realizes value from its acquisitions and the role of executives in the acquired companies. They will also be challenged to think about how Cisco's PMI strategy reflects their corporate strategy and culture.

The mere mention of the term "merger and acquisition" (M&A) can send messages of misinformation or half-truths. Clarity about motives and intent, as well as timing the release of information during a merger, requires strategic information management. But when is the right time to tell employees about a pending merger? Who should make the announcement, and what communication channels should they use? A recent survey of managers conducted by the Darden Graduate School of Business explored communication practices that companies use to communicate internally during their firms' merger or acquisition. This note reveals the findings and makes communication recommendations.

PSI Net, one of the world's leading internet companies, is contemplating the acquisition of Metamor Worldwide, an IT consulting firm of equal size. PSI has grown at breakneck speed via 71 acquisitions in three years, mostly through the acquisition of small ISPs. Post-merger integration was mostly a matter of hooking up to existing networks and customer bases. By contrast, Metamor is a "human capital" firm, itself the product of many acquisitions. The purpose of the case is (1) to illustrate the evolution of corporate strategy (via M&A) in a high velocity environment and (2) to address issues of merging with a same-size firm that is totally different from previous acquisitions. Students are asked to prepare their due diligence for the acquisition. PSI Net (B) provides the story of the one-year follow-on disaster

Six months into the merger of two global money-center banks, Megan Richards, the new bank's foreign exchange sales manager, is trying to retain her client base in light of the bank's inability to deliver foreign currency in a timely manner. The target banks' inferior systems were chosen for political reasons, major corporate clients are calling Megan with their demands and complaints about breakdowns, and Megan is denied support from her boss, vice chairman in charge of Global Capital Markets. Purpose of the case is to introduce operational and political challenges of post-merger integration, especially as they confront front-line middle managers. (We use the case to open our PMI course.)