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Ask the Expert: The day after the night before. Deal done - What now for technology and systems?

Read our recent 'Ask The Expert' piece for Insider Magazine. Steve Williams, our head of mergers and acquisitions, takes a look at what happens after deal completion. New owners naturally want to consolidate everything into a single system, a single infrastructure, or a single data source; they already have them in their existing business and it’s worked well – so does that mean it’ll work well for NewCo too?

It’s day 1 and you’ve walked into the shiny new business you’ve just acquired. Everything seems to be running smoothly, and that’s great; but it’s only the first chapter in the story. The hard work of integrating the new business with its new siblings, consolidating functions, bringing a consistent culture and working style to bear, and starting on the path to growth are yet to come.

All too often, we hear from our customers and partners stories of organisations brought to their knees or hindered significantly by inappropriate technology roadmaps, forced upon them after an acquisition or divestiture. This situation can be totally avoidable; the key is to put the whole organisation’s needs before any thoughts of potential technology solutions, so listed below are some tips for ways to do just that following deal completion:

  • Plug the gaps: fix any business-impacting risks identified in the technology due diligence. It’ll take time to implement new systems and technology but ignoring the risks in the current estate will only give them time to grow, or increase their chances of occurring.

  • Take a fresh look: undertake a more in-depth review of the technology and systems in use. Talk to more people and dig deeper under the surface; even the best due diligence exercise can’t uncover the truth about everything in the limited time afforded during the deal cycle. There will be things you need to deal with. See ‘Plug the gaps’.

  • Don’t play with the TSA: work in a structured way, at pace, in order to manage the key tasks essential to a clean break at the end of the TSA period. Don’t shy away from implementing short-term interim solutions if necessary – if it’s lower-cost and lower-risk than what may happen if the TSA ends and the plug is pulled by the previous parent, it’ll pay dividends. Make sure to use an appropriate migration methodology; it may be best to move systems as they stand from a former parent and do so quickly – but you’ll need to sort out any problems later. On the other hand, it may be better to run the TSA for a longer and fix things during migration. Either approach can be viable; problems arise when people working on the migration hold conflicting assumptions.

  • Assumption is the mother of…: maybe you’ve used ‘System Awesome’ in every business you’ve worked in to date, or maybe your existing similar organisation uses ‘Super Technology Stack 5000’ successfully – but don’t assume it’ll be right for the new business. Take the time to understand the similarities and differences; and choose the right system or technology that suits the people, culture, working practices, processes and product or service. If your existing system ticks 80% of the boxes, or more, then it’ll work – but if the existing estate ticks 99%, is it really necessary to replace it? Sometimes, you can just tweak what’s there already for the best result – sometimes you need to replace it.

  • Manage, manage, manage: good programme and project managers are essential, and they’re very often third-parties who can offer a level of studied detachment from the baggage of competing stakeholders. You’ll need a solid plan to work to, and you’ll need to manage internal IT staff, third parties, dependencies, and work with the TSA provider if there is one – don’t fall in to the trap of believing you’ll be able to handle all of that on your own, as there will be plenty of other things to do in your new organisation.

  • Look, listen, and learn: engage your workforce in the projects, ask their opinions, and listen to them. There will be people in the business who know it much better than you do, and they will be keen to see it succeed under new leadership. They won’t bet against you with their livelihoods, so make sure to use their expertise and experience for the benefit of everybody.

  • Keep it clear: make sure everyone in the business knows what part they have to play in its success. Identify the stars and give them their head to do what’s right for the organisation. Acknowledge the support or skills you need, and recruit or retain to get or keep them – and be honest with yourself about the areas where a third-party or partner would be useful to provide assistance. See: ‘Manage, manage, manage’.

This is all intended to avoid people making decisions on technology based on what they know, what a salesperson recommends, or what Google (other search engines are available) tells them is ‘an industry-specific, best-practice driven system to meet the demands of the most complex business’. It’s a situation we’ve seen many times, and which persists despite rarely delivering results; and we believe it’s time for a fresh approach.

If you’d like to know more about how we can help technology drive value in your deals, contact our M&A specialists at m&a@waterstons.com, or read more on our Mergers & Acquisitions page

Waterstons Coffee Club with Stew Hogg, our Head of Cyber Resilience (11:00 - 12:00)

26 May 2021

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