Literature Review: Mergers & Acquisitions 1.1.1 Overall Picture of M & A'S

LITERATURE REVIEW
MERGERS & ACQUISITIONS 1.1.1 OVERALL PICTURE OF M & AS

Mergers, acquisitions and joint ventures are common ways for companies to meet their growth, globalization and development needs today. The words describing these different types of contracts between companies have definitions. In particular the concepts of merger and acquisition are used purposefully to give an impression about a situation in a certain perspective. In many situations executives prefer to use concept merger instead of acquisition to offer a view of co-operation instead of a hostile take-over. Merger is defined as 'in general a situation in which two or more enterprises cease to be distinct enterprises'. Acquisition is defined as 'by one company of sufficient shares in another company to give the purchaser control of that company'. (Both definitions are from Macmillan Dictionary of Accounting). Hubbard (1999) adds that acquisitions can be either friendly or hostile. Acquisitions are takeovers in which the bidder negotiates directly with the target companys board of directors. Proxy contest is in question when there is an attempt to gain control of the target company's board of directors via a shareholder vote (Hubbard 2001). Leveraged buyout is the purchase of shareholder equity by a group usually including incumbent management and it is financed by debt, capital or both (Hubbard 2001). Joint venture is defined as 'establishing a complete and separate formal organization with its own structure, governance, workforce, procedures, policies and culture - while the predecessor companies still exist' (Marks & Mirvis 1998). I intend use the terms 'mergers and acquisitions' or 'acquisition' as synonyms or simultaneously not differing them from case to case. Sometimes the word merger is a nicer word for the situation for the executives. Hostile take-over have not been included. I don't have a separate focus on hostile situations. According to the cases I have studied, there are enough problems to be solved in friendly mergers and acquisitions to be more successful or less painful to the people involved. I shorten merger and acquisition as MA. According to company experts and economists there is no alternative to globalization. Competition forces companies to go where labor and raw material are the cheapest, capital favorable and the markets the biggest. The globalization started in the end of the 1980s when the
CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS
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GNP (gross national product) and world trade grew faster than ever. Firms and countries have been able to specialize and develop their core competencies (Helsingin Sanomat HS 18.9.2000). The American thinking about the importance of shareholder value has become common also in countries earlier with in-effective capital. According to Helsingin Sanomat arguments for globalisation are World GNP grows faster than ever Trade over borders is increasing Firms and people are able to focus on what they best can Firms are able to grow and become more profitable Firms are able to get labour, raw material and financing cheaper than before Competition and owners force the firms to be more profitable Fighting is more expensive Corruption decreases Oppressed minorities get their voice heard better than inside a country By international enactment it is possible to improve the position of labour, women and environment Availability of culture is improving, for example TV-series
Arguments against globalisation are Income differences among countries will increase The protected, weak, subnormal and slow areas will remain retarded in terms of development National states are toolless in world competition (market forces) Democracy (democracy losing its power when the market power takes over) Free capital, new technology and speculative investors bring instability in world economy with them Growing differences between poor and rich countries increase tension in world politics Immigrant problems increase Cultural clashes take place in multinational corporations Supranational monopolies decrease competition Tax competition will wreck social security systems Cultural convergence because of exposure to shared media experiences Globalization has become the most common thing to describe the business activities in the world today. Three reasons (Cartwright and Cooper 1992): To be present for the customers all over the world (customers). To use the favors of infrastructures of different countries remembering that countries, not only companies want to be and must be competitive. Companies work hard to locate their production and services in the best possible locations using all the competence and financial benefits, which are available in different countries (country competitiveness).
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DISSERTATION REPORT BY PRIYANKA RAJPUT
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Talent search (talent search and recruiting). Nations compete for companies; nations want to be competitive to get the best companies and favors coming with that (Porter 1992).
Governments work hard to attract business by offering special benefits, part of which are offered by the society: education systems, safe environment, well organized contacts between different stakeholders, taxation benefits, technology power. Many of the major corporations with Indian origin have kept their headquarters in India, both because of taxation and human capital availability reasons. Even if, it has meant a few expatriates to India, a lot of traveling in top management.
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1.1.3 TYPES OF ACQUISITIONS
Share purchases - in a share purchase the buyer buys the shares of the target company from the shareholders of the target company. The buyer will take on the company with all its assets and liabilities. Asset purchases - in an asset purchase the buyer buys the assets of the target company from the target company. In simplest form this leaves the target company as an empty shell, and the cash it receives from the acquisition is then paid back to its shareholders by dividend or through liquidation. However, one of the advantages of an asset purchase for the buyer is that it can "cherry-pick" the assets that it wants and leave the assets - and liabilities - that it does not. This leaves the target in a different position after the purchase, but liquidation is nevertheless usually the end result.
An acquisition is only slightly different from a merger. In fact, it may be different in name only. Like mergers, acquisitions are actions through which companies seek economies of scale, efficiencies, and enhanced market visibility. Unlike all mergers, all acquisitions involve one firm purchasing another--there is no exchanging of stock or consolidating as a new company. Acquisitions are often congenial, with all parties feeling satisfied with the deal. Other times, acquisitions are more hostile. In an acquisition, a company can buy another company with cash, with stock, or a combination of the two. Another possibility, which is common in smaller deals, is for one company to acquire all the assets of another company. Company X buys all of Company Y's assets for cash, which means that Company Y will have only cash (and debt, if they had debt before). Of course, Company Y becomes merely a shell and will eventually liquidate or enter another area of business. Another type of acquisition is a reverse merger, a deal that enables a private company to get publicly listed in a relatively short time period. A reverse merger occurs when a private company that has strong prospects and is eager to raise financing buys a publicly-listed shell company, usually one with no business and limited assets. The private company reverse merges into the public company, and together they become an entirely new public corporation with tradable shares. Regardless of their category or structure, all mergers and acquisitions have one common goal: they are all meant to create synergy that makes the value of the combined companies greater than the sum of the two parts. The success of a merger or acquisition depends on how well this synergy is achieved. So, the term acquisition means an attempt by one firm, called the acquiring firm, to gain a majority interest in another firm, called target firm.
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The effort in control may be a prelude To a subsequent merger or To establish a parent-subsidiary relationship or To break-up the target firm, and dispose off its assets or To take the target firm private by a small group of investors.
There are broadly two kinds of strategies that can be employed in corporate acquisitions. These include: Friendly Takeover The acquiring firm makes a financial proposal to the target firm's management and board. This proposal might involve- the merger of the two firms, the consolidation of two firms- or the creation of parent/subsidiary relationship. Hostile Takeover A hostile takeover may not follow a preliminary attempt at a friendly takeover. For example, it is not uncommon for an acquiring firm to embrace the target firm's management.
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1.1.4 THE AMOUNT OF ACQUISITIONS HAVE INCREASED

Reasons and motivation
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The merger climate and its influence on the merger and acquisition activity have changed. Cartwright and Cooper (1992) have listed the changes, which influence the increase of mergers and acquisitions: Changing market conditions Increasing availability of capital, e.g. World Wide wide collaborations Many companies available for mergers and acquisitions, e.g. many entrepreneurs who started after the Second World War, are in retiring age and therefore willing to sell their companies. Easing regulations; countries, when developing their infrastructure, have changed the regulation about ownership and foreign investment policies. A need to share risk, for the cost of research has increased as an extreme investment for the company to bare, especially when the development time is shorter than ever. The existence of complex invisible problems, which most often means difficulties to interpret the implications and opportunities technology can offer or demand.
The motivation for the conduction of merger and acquisition was (UN 2000, UNCTAD 2000): Speed: New concept was used in this connection: Plaction = plan and act at once versus green field investments. Quest for strategic assets R&D, brand names, possession of local permits, licenses, supplier or distribution networks, readymade access, using both static and dynamic advantages With both of these motivations firms want to succeed by market power and market dominance, efficiency gains through synergies, greater size, diversification and that way spreading risks, financial motivations, and personal motivations (behavioral). Hubbard (1999) summarizes as reasons to use merger and acquisition for company development: Market penetration to get market power Vertical expansion to control the value creating process Financial synergies to use tax breaks, accounting modifications, etc. Market entry to get in a new market area or country with its legislation (India) Asset potential or synergy to transfer technology, knowledge or other types of assets (innovations, patents) to be used in the whole corporation. Economy of scale to streamlining, rationalizing sites and administration
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Cross border merger activity
Firms undertake M & A in order to Gain RAJPUT DISSERTATION REPORT BY PRIYANKA Market Power & Dominance Achieve Synergy Gains Become Larger Changes in Global Environment Technology Diversify & Spread Risks Strategic advances made by firms leads Regulatory Frameworks New Business Exploit Market Opportunities to defend & enhance their competitive Reap Personal Benefits Capital Market Changes Opportunities Time positions in a changing environment.
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Table 2-UNCTAD has summarized the factors influencing in cross-border mergers and acquisitions. (UNCTAD 2000).
Increased in figures
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The United Nations had in their special World Investment Report 2000 (UNCTAD 2000) focused on cross border mergers and acquisitions and development. In the overview the size of the issue is indicated: 63.000 parent companies of transnational corporations (TNC) have 690.000 foreign affiliates and employ 6 million persons. Total growth of all mergers and acquisitions worldwide (cross-border and domestic) has been 42 % annually 1980-1999. The main reason has been the change in regulatory environment; changes to the law have created a more favorable legal framework. This increase of mergers and acquisitions is paradoxical, for mergers and acquisitions do not deliver results in share price or economic effect terms. But the advantages are in speed and access to proprietary assets. The reasons are summarized in speed is our friend time is our enemy. Advantages are in technology, liberalization, changes in capital markets. And mergers and acquisitions allow firms to acquire a portfolio of local assets, which is the key source to competitive strengths. In 1996-1998, national transactions accounted for 53 % of all operations involving EU companies, Community operations for 17 % and international transactions for 30 %. The amount of international transactions has increased steadily since 1993. Non-European investors have wanted to become present in EU probably for by globalization and by some anticipation of the Economic and Monetary Union. The number of international operations in 1997 was 2.140 and is estimated to increase to more than 2.600 in 1998. The value of these operations is nearly EURO 120 billion in 1997.
1.1.5 MAJORITY OF ACQUISITIONS FAIL

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Even though the mergers and acquisitions are more and more common, they are not necessarily big successes to shareholders. McKinsey consultants (Morosini 1998) have in their studies come to the conclusion that in 66 % of the merger cases you had got a greater return in bank savings than in acquisitions. Study after study shows during the last thirty years or so, that from the financial point of view, mergers have not been success stories. McKinsey (Morosini 1998) found that, based on the cost of capital criteria, 61 % of the acquisition programs from a sample of 116 US-, Canada- and UK-based companies failed, 23 % were successful and 16 % unknown. 86 % of larger acquisitions in unrelated fields and 55 % of the acquisitions of small companies in related fields later failed. Another study by the same consultancy showed that an unusually high 80 percentage of takeovers had at least earned back the cost of capital invested. The William M. Mercer Group (Hubbard 2001) pointed out that most acquisition programs fail: acquiring firms shareholders usually lose as a result of the deal. The acquired firms shareholders usually benefit, often as a result of the auction process. A.T. Kearney notes that acquisitions have largely failed to increase profitability improve efficiency and expand sales technology, hard stuff; you should invest in market opportunities, too. Investors and financial journalists asked what would you do with your money, you must invest it wisely, tell us what your plans are, and with this type of communications increased the pressure. Irrespective of the criteria selected, research evidence has repeatedly demonstrated that mergers have had an unfavourable impact on profitability (Cartwright & Cooper 1992). Instead of achieving the projected economies of scale, mergers have become associated with lowered productivity; worse strike records, higher absenteeism and poorer accident rates rather than greater profitability (Meeks, 1997; Sinetar, 1981). It has been suggested, that in the long term, between 50-80 % of all mergers and take-overs are considered to be financial return represent at best an each way bet (Lorenz, 1986). A discussion paper published by the Department of Trade and Industry in 1986 (British Institute of Management 1986) found that there had been no improvement in the intervening years, and the merger failure rate was still running at around 50 %. In a report from Hunt (1988), success rates post-acquisitions to be in the region of 50 %. Failure figures in US have been on the same level. The William M. Merger Group (Morosini 1998) pointed out that, based on share values, divestment rates or return on investment criteria, most acquisition programs fail. In particular, they noted that acquiring firms shareholders usually lose as the result of the deal. Acquired firms shareholders usually benefit, often as a result of the auction process. A.T. Kearney (Hubbard 2001) notes that acquisitions have largely failed to increase profitability, improve efficiency and expand sales, and do not seem to yield sufficient benefit to any of the parties involved in these transactions.
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Booz Allen & Hamilton (Hubbard 2001) reported a failure rate of about 55 %, based on the management assessment at 200 diversification programs which took place in Europe between 1970 and 1984. Business Weeks cover story of 21 March, 1988, (BW 1988) was, on the other hand, sufficiently explicit in its message: Most Mergers dont Work. A special report of the same publication, on the 30th October 1995 (BW 1995), appeared to be as adequate as it was entitled: The Case against Mergers. Even in the 1990s, most still fail to deliver. This special report described the results of a study examining the stock returns of 150 deals worth more then USD 500 million during January 1990 through July 1995. The period under observation covered three months before the announcement of the acquisition deal up to three years after. The study pointed out that 30 % of the deals examined substantially eroded shareholder returns, 20 %eroded some returns, 33 % created only marginal returns and only 17 % created substantial returns for the shareholders. The Economist (1997) reported in 1997 that most mergers had failed to create shareholder value, mostly due to company managers systematically overlooking the major cultural and organisational complexities involved in integrating the operations and informal networks of the merging firms. What is important is that experience seems not to help in mergers: the novices or first-time acquisitions performed as well or rather as badly, as the old hands. There are two possible reasons to this. Firstly, acquisitions reflect individual rather than corporations. Although some firms engage in many acquisitions, the average individual manager makes only a few acquisitions during his career. The situation may change if the amount of mergers and acquisitions continues, there starts to be material in almost every company to learn from their own experiences: reflect and conceptualise their way to merge successfully, or a little more successfully and to learn to avoid some of the failure traps concerning mergers and acquisitions.
1.1.6 REASONS FOR FALUIRES

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Firms and owners have had multiple motives to merge. Some are looking for economic benefits, some strategic solution and for some the question is a personal one. Motives have an influence on the merger and especially on its post-merger integration. Economic benefits can include downsizing, outplacements, which is difficult to accept both from the buyers and the sellers side. Personal motives can be very varying from power reasons to doing what everybody else is doing: merge. In those situations for the organizations it can take its time to understand the reasons behind the decisions. In strategic motives the question is, if the strategy is fit to be implemented and getting results with the help of it. ABB, one of the most experienced acquirers and integrators in Europe, has listed some risks for merger failures calling them skeletons (ABB presentation 1998, Valpolas notes). In some cases there are skeletons hiding: warranties, order backlog, accounting procedures, accounts receivables, obsolete stock, pension reserves, which make the way to good financial results very complicated and time consuming. Hubbard (1999) has listed both fit-issues and strategy implementation issues for the reasons to failures. The fit issues have been: 1 Size issue, especially big differences in sizes have a strong influence. 2 Diversifications, unrelated seem to fail more often than related ones. 3 Previous acquisitions experience weak. 4Organizational fit, the match between administrative practices, cultural practices and personnel characteristics of the target and acquirer. 5 Strategic fits, it can include the business philosophies of the two entities, the timeframe from achieving the goals and the way in which assets are utilized. 6 Cultural fit, meaning possibilities to integrate. The relationship between cultural fit and acquisition implementation is highly linked. (Study by Cartwright and Cooper 1992 in Hubbard 1999: 200 European Chief Executive Officers, CEOs, said that in their experience, the ability to integrate the target company and its culture is a primary factor of overall acquisition success). 7 Other demographic factors, like the healthy conditions of the seller, timing versus market cycle, ages of the organizations. Strategy implementation process issues leading to acquisition failure are listed as following: 1 Negotiation issues like speed what has been typical to negotiations. Firms are using, especially in cross-national mergers and acquisitions, external advisors, investment banks, which get paid on the transactions completion and not its success. Especially in 2001, when there have been fewer prospects for investment banks, they have been more aggressive to market their services and keen to get the deal. 2 Inadequate pre-acquisition planning, which covers also Day-One plans. Research has found that only half of the acquirers had a pre-acquisition implementation plan (AMR 1998) in Hubbard 1999. Target companies may have expectations for the acquirer to have a detailed plan from which to start to work with the implementation. Without a plan the Day One communication is difficult to succeed with.
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3 Insufficient information gathering (are there any skeletons), KPMG (Hubbard 1999) says that only 10 % conduct a human resource-related due diligence during pre-merger period. This may become one source of people problems during the implementation problems. One explanation I get about this topic is that the information norms in the stock valued companies are that tight, you keep the amount of people involved in the negotiations and planning as small as possible: top management, owners, lawyers and financial advisors. Human resource people are taken on board after the deal, they dont have a track record to be needed in pre-planning. 4 Price paid and method of payment for the target. Other researchers by Hubbard have found price paid to be one of the least important reasons for acquisitions failure. One of my investor banker friends said that the buyer looses always, often the seller has described the unit in very positive terms to get the price as high as possible. Then the same managers, who have made the calculations for the pricing, are the ones to produce the business results in reality. Their feelings for the acquisition can be more than confused: if we succeed with the deal, owners are happy, but I am the one to show in practice that the calculations were right and from where do I create that cash flow and margin in the new competitive situations? 5 People problems, like employee reactions. Employees reactions to change are a principal reason why over half of all mergers and acquisitions ultimately prove to be financial disappointments (Marks and Cutcliffe, 1988, p. 30 in Hubbard 1999). In other parts of her book, Hubbard (1999) reminds that the expectations created in the start of the implementation are crucial to the success. People expect changes and try to find clues what the changes will be. The more honest management is in the communication, the smoother the implementation process will start. 6 Implementation issues, Hubbards research found that the greatest determinant of overall acquisition success was not the fit issues but a carefully palled and well-executed implementation process. The Coopers & Lybrand (1992 in Hubbard 1999) study found a correlation between implementation success and overall acquisition success of 76 %. Other studies have got results like Hunt 83 %, AT Kearney (Haber, Kroger and Tram in Hubbard 1999) 53 % that implementation management could be linked with merger failures. Pertti Nupponen found in his research that the will of the acquirer to succeed had a major impact on success. 7 Communication. Hubbard found communication to be a crucial step in overall acquisition success, although not in it self enough to guarantee success. Other studies have found that effective communication reduces ambiguity and employee stress thereby increasing chances of success (Napier et. Al., 1989 in Hubbard 1999). Hubbard (2001) points out that the process issues have the greatest impact on acquisition success and failure over which the acquirer has almost total control. Many of these reasons are interrelated. It is a question to manage peoples expectations. Merger offers to the acquirer an enormous opportunity like no other to shake and shape the new organization, for people expect change. Many of the reasons are people related. Everybody, who has experienced a major merger, is able to say it didnt go untouched. Mergers can be most stressful for many: there is a threat to give up with your identity, both as a company man and as a
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professional with a certain role in the organisation. There is a huge need for information, which is often lacking. Survival comes as an obsession, people are thinking their status, their possibilities to secure the employment, and they may have financial issues connected with the contract concerning bonus and loans. People are worried of how their competences, talents are valued in the new constellation. It is easy for them to listen to headhunters, who most certainly are using the benefits of the situation to the favour of other firms. The stress is transferred to homes, for the home and the family are often the safe bond to the employees. But if the uncertainty time is long, it gets stressful for the family to share the worries of the employee, not being able to help with any answers.
1.2 CHANGE MANAGEMENT THROUGH EFFECTIVE INTEGRATION 1.2.1 CHANGE MANAGEMENT

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Change is a fact of life. On the positive side, change may be seen as akin to opportunity, rejuvenation, progress, innovation, and growth. But just as legitimately, change can also be seen as instability, upheaval, unpredictability, a threat, and disorientation. The concept of change management describes a structured approach to transitions in individuals, teams, organizations and societies that moves the target from a current state to a desired state. Stated simply, change management is a process for managing the people-side of change. The most recent research points to a combination of organizational change management tools and individual change management models for effective change to take place. To integrate companies following a merger, arguably the most important challenges involve the top of the organizationappointing the right top team, structuring it appropriately, defining its agenda, and building the trust that enables its members to work well together. Executives who fail to overcome these challenges are responsible for the ego clashes and politics that are often the root cause of spectacular failed mergers. Unfortunately, recent thinking about change management no longer emphasizes the pivotal role of the top team. The consensus on how to manage change has shifted to a dispersed approach because too many initiatives designed to cascade down the hierarchy have delivered disappointing results. The usual interpretation is that top-down change fails because at every step messages get diluted, so that each succeeding one seems less compelling and less authentic. While this may be true in certain circumstances, a merger requires direction from the top because that is the only way to initiate change throughout an organization. The change required to integrate companies cannot be driven from an entrepreneurial business unit, an innovative functional unit, or the front line. Too much coordinated, programmatic change must be achieved in too short a time for such approaches to succeed. The spirit of the project is determined at the top, where the conditions are set for the whole integration effort. But the top team must do more than just talk about the new company, adopt its language and trappings, and act according to its norms. The team must become the new company in the full sense. Its messages, processes, and targets must deeply incorporate the aspirations of the new company in a way that is visible to managers, employees, and even outside observers. As the top team goes on to integrate the company down the line, it in effect re-creates itself. The company is not just rolling out messages, processes, and a set of targets; it is rolling out itself. In the best cases, members of the top team signal the kind of company they are creating and their commitment to that new company. In other cases, the team visibly lacks the requisite quality, and its weaknesses inevitably spread throughout the merging companies. The power of the signals emanating from the top team reflects the fact that they are not just signals: they create concrete realities.
The important signals fall into three categories: (1) Senior appointments
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(2) The top team's alignment, and (3) Clarity about roles. SENIOR APPOINTMENTS One of the most memorable things during an integration effort is the way managers, employees, and even other stakeholders closely watch to see who ends up on the top team. This attentiveness represents much more than a voyeuristic interest in the human drama taking place. The appointments provide strong clues about the new company's direction and, more subtly, about the degree of its commitment to its proclaimed course. Managers and employees will, of course, also interpret appointments to the top team as signals about their own future. Timing is crucial: in general, the earlier the decision-making process begins and ends, the better. In one study of 161 mergers, the early appointment of a top team was a strong predictor of the long-term performance of the combined organization. Understanding the impact of these signals on each side of the boundary between the merging companies is critical because the signals may depart from expectations in very different ways. Creating a new company at the top is particularly problematic in a merger of equals because managers are sorely tempted to maintain the identities of the predecessor organizations. To be sure, the proclaimed strategy usually calls for their full integration. Yet compromises on people issues may fatally obstruct this effort and ultimately undermine the merged company's pursuit of value. The resulting mess will often be attributed to "incompatible cultures," as if the failure of integration was the inevitable result of trying to mix oil and water. Another source of failure at the top is an unwillingness to face the prospect of job losses among close colleagues who have performed well for yearseven though many more job losses are likely among people further down the line. Alignment of the top team Although appointment decisions can be difficult, at least in the end it is clear to all what has been decided. Top-team alignment, by contrast, is a rather nebulous outcome of many diverse activities. People know when a company really has it, but at various stages along the way they ask, "Are we aligned yet?" In a merger, the top team must fashion its own identity vis--vis the external world of business partners, competitors, customers, and regulators to reach this level of agreement. Research shows that when top teams turn their attention to the external environment, they often experience a catalytic effect, which carries them past the usual internal frictions much more quickly. Compared with the pressing need to thrive in the marketplace, these frictions simply do not matter very much. This effect is particularly striking when an external crisis suddenly emerges. Getting to that level of agreement without a crisis is mostly a matter of discipline. A carefully limited dose of team-building exercises can also help, but with two important caveats. First, managers on both sides may have very different perspectives on what constitutes a constructive, business-like exercise. If one side perceives an activity to be a touchy-feely distraction, it is not worth doing and could be counter-productive. Second, senior managers the world over have very limited patience for time spent on anything other than "real work." This is all the more true under
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the intense pressure of integration. It is best to focus on outputs whose value is clear even if they are intangible (for example, a set of behavioral norms for the new company). Role clarity The members of the top team share responsibility for the merging companies' future as a whole, but they also have distinct individual responsibilities. They must work together in a complementary way not only to help the companies integrate successfully but also to lead the combined one through its other concurrent and future challenges. To do so, the team must define roles very clearly and quicklyparticularly roles directly involved in the integration effort. From the perspective of a company's long-term corporate health, the future needs of the business are an equally strong factor in defining roles. Creating the top echelon of the new company is as important for its long-term performance as for the near-term success of the integration effort. Establishing the top team poses a critical and immediate challenge for merging companies. The new company's leaders must appoint the best possible top team for achieving its goals, and the top team's members must be aligned around them. To collaborate effectively, its members must be clear about their individual roles. All this is sensible enough and easy to say, but in practice that degree of leadership can be hard to achieve during the hectic period leading up to a merger or even in its immediate aftermath
1.2.2 LEWINS THEORY OF CHANGE

Kurt Lewin (1951) introduced the three-step change model. This social scientist views behavior as a dynamic balance of forces working in
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opposing directions. Driving forces facilitate change because they push employees in the desired direction. Restraining forces hinder change because they push employees in the opposite direction. Therefore, these forces must be analyzed and Lewins three-step model can help shift the balance in the direction of the planned change. According to Lewin, the first step in the process of changing behavior is to unfreeze the existing situation or status quo. The status quo is considered the equilibrium state. Unfreezing is necessary to overcome the strains of individual resistance and group conformity. Unfreezing can be achieved by the use of three methods. First, increase the driving forces that direct behavior away from the existing situation or status quo. Second, decrease the restraining forces that negatively affect the movement from the existing equilibrium. Third, find a combination of the two methods listed above. Some activities that can assist in the unfreezing step include: motivate participants by preparing them for change, build trust and recognition for the need to change, and actively participate in recognizing problems and brainstorming solutions within a group. Lewins second step in the process of changing behavior is movement. In this step, it is necessary to move the target system to a new level of equilibrium. Three actions that can assist in the movement step include: persuading employees to agree that the status quo is not beneficial to them and encouraging them to view the problem from a fresh perspective, work together on a quest for new, relevant information, and connect the views of the group to well-respected, powerful leaders that also support the change. The third step of Lewins three-step change model is refreezing. This step needs to take place after the change has been implemented in order for it to be sustained or stick over time. It is high likely that the change will be short lived and the employees will revert to their old equilibrium (behaviors) if this step is not taken. It is the actual integration of the new values into the community values and traditions. The purpose of refreezing is to stabilize the new equilibrium resulting from the change by balancing both the driving and restraining forces. One action that can be used to implement Lewins third step is to reinforce new patterns and institutionalize them through formal and informal mechanisms including policies and procedures
Therefore, Lewins model illustrates the effects of forces that either promote or inhibit change. Specifically, driving forces promote change while restraining forces oppose change. Hence, change will occur when the combined strength of one force is greater than the combined strength of the opposing set of forces.
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1.2.3 INTEGRATION AND CHANGE MANAGEMENT

The main goal of companies is to create value. If well managed, mergers help companies to achieve higher efficiency, productivity, and profit by creating opportunities for growth. According to a research conducted with the participation of 115 companies around the world, 58% of mergers result in failures. Mergers involve two critical phases that affect the outcome. Based on researches, 30% of the outcome is affected by activities during the pre combination phase, while 70% depends on activities during the post merger period. All merger interventions are complex change initiatives, and post merger integration activities are key elements for the success of the change. As in all change management interventions, the challenging dynamics of post merger period requires a well structured planning. Management should have a clear understanding about the change, and be prepared for the outcomes. Companies often ignore the importance of developing a merger integration plan, assuming that the employees will adapt to change with no preparation. However, employees are directly affected by the change. Therefore, successful integration requires extensive planning. The effectiveness of human resources strategies and practices are highly important for the success of post merger integration phase. The main tasks of human resources strategies are to communicate change openly, and in a timely manner with all levels of the organization, and to motivate the members of the organization to support and adopt to change. Cultural integration activities are also crucial for the success of merger interventions. These activities mainly involve the assessment of companies cultures through questionnaires and interviews and identify the key areas that will accelerate the integration process. Creating a trusting environment for employees and customers is another critical factor. Constructing an environment in which employees and customers feel safe and satisfied help companies to sustain change and make it part of the corporate structure. During this process, it is necessary to:

Manage expectations. Communicate decisions with right channels in a timely manner. Give consistent messages about strategies to all stakeholders. Assign management as change agents.
Post merger integration projects involve three major phases:

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1. Identifying organizational strategies, 2. Establishing integration plan, and 3. Implementing plan. In all of the phases, the critical success factors are to encourage employees to participate in to the process, clarify expectations, and share information consistently and openly.
CASE ANALYSIS- TATA TETLEY ACQUISITION 1.1 INTRODUCTION

Tata Tea, after the acquisition of Tetley, has become the worlds second largest branded tea company. Tata Tea Globalization at a glance World's second largest global branded tea operation with product and brand presence in 40 countries. Significant presence in plantation activity in India and Sri Lanka. Subsidiary in the US overseeing operations in the country, joint ventures in Pakistan and Bangladesh to sell tea Acquisition of Tetley, a company that had a turnover three times the turnover of Tata Tea in India This was the biggest ever cross-border acquisition by an Indian company at that time and was also the first leveraged buyout by an Indian firm. BACKGROUND Tata Group Tata Tea, set up in 1964 as a joint venture named Tata Finlay, with UK-based James Finlay & Co to develop value-added tea, was among India's first multinational companies. In 1983 the Tatas acquired the entire shareholding of James Finlay to rechristen the company as Tata Tea Limited. In the mid 1980s, to offset the erratic fluctuations in commodity prices Tata Tea felt it necessary to enter the branded market and launched its first brand Kanan Devan in polypack, thus heralding the polypack revolution in the country. Today Tata Tea and UK-based Tetley Group represent the world's second largest global branded tea operation with product and brand presence in 40 countries and a significant, albeit consciously declining presence, in plantation activity in India and Sri Lanka. The worldwide branded tea business of the Tata Tea Group contributes around 88 per cent of its consolidated turnover with the remaining 12 per cent coming from bulk tea, coffee, and investment income. Tata Tea is headquartered in Kolkata (West Bengal) and owns 26 tea estates
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in India as an entity. With an area of 15,000 hectares under tea cultivation, the company produces around 40 million kilograms of black tea annually. Its tea estates are located in the states of Assam and West Bengal in eastern India and Kerala and Tamil Nadu in the south. The company has a strong distribution network in India reaching out to over 1.7 million retail outlets in India. Full-fledged research and development centers of the company focusing on the branded tea business include a facility at Teok (Assam) and a product development center at Bangalore, Karnataka focused on the entire range of tea operations. The Tata Group companies are the largest shareholders of Tata Tea with a stake of 29 percent, followed by the public with around 23 percent stake. Foreign institutional investors, foreign companies and non-residents hold around 18 per cent stake, with the remaining stake held by Indian financial institutions, mutual funds, banks and other companies. Products and Brands While Tata Tea is the second largest tea company in India after Hindustan Lever, it owns the single largest tea brand in the country, Tata Tea Premium. The company has five major brands in the Indian market catering to all major consumer segments for tea. Under the Tata Tea portolio, three brands cater to the premium, popular and economy segment Tata Tea Gold, Tata Tea Premium and Tata Tea Agni respectively. In addition Tata Tea in India has three very strong regional brands in the four Southern states, which are either number one or number two in their respective geographies. These are Tetley, Kanan Devan, Chakra Gold and Gemini. Tetley in India, though a niche brand, is presented as the new face of tea innovation brand. The Tata Tea brand leads market share in terms of value and volume in India. Tetley acquired in 2000 is the market leader in the UK and Canada with 26 per cent and 40 per cent market share respectively by value. Tetley has also launched iced tea under Tea of Life brand in UK, which is making good progress. Tetley is establishing a presence in the ready-to-drink segment, for which Tetley Ice Tea has been launched in UK and Australia. Chayya, a recently launched Chai Latte brand in UK, is the first of its kind and is showing great promise. Besides Tetley also boasts of a wide range of fruit and herbals and specialty tea. In order to build its business in these high value segments, packaging innovations such as the stay fresh flip top carton are being introduced.
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1.2 INTEGRATION PROBLEMS

A variety of problems existed in integrating the two companies: 1. How to Integrate: The Tatas decided that the best way to integrate was not to integrate initially but to maintain a joint-venture type of arrangement. Furthermore, the integration process was not rushed in order to protect Tata Tea from the risk of Tetleys debt. Tata Tea did not want to change that structure until the debt level was manageable. The arms-length relationship required that Tata Tea retain existing management at Tetley. Ken Pringle remained as the Tetley Group CEO, and Tata management took new positions on the Tetley board of directors. 2. Size Difference: Tata Tea was half the size of Tetley in terms of revenues and number of upper management. Tata Tea feared a domination of Tetleys corporate culture. 3. Financial Constraints: There were three financial constraints restricting integration. The first constraint was that legal and capital controls in India made the listing of Tetley shares in India unattractive. The second constraint was that Tata Tea did not want to carry the heavy debt burden held by the SPV, particularly as Tata Tea was an A-rated Indian company. The third constraint was the restrictive covenants at Tetley as a consequence of the LBO, which meant that changes in Tetleys structure needed to be pre-approved by bankers. 4. Regional Players: Soon after the merger, the highly fractionated regional tea makers in India grew faster, putting pressure on Tata Teas market share and profitability at home. Regional players gained 6 percent market share in 2001. 5. Operational challenges: The merger posed a variety of operational questions, such as: Growth issues: How could the combined corporate vision of Challenging for leadership in tea around the world be achieved? The merger required vertical integration between a tea production company and a global marketing company, and the question was what growth targets needed to be defined for the individual companies? Supply chain: How should they set up processes to harness the synergies on tea sourcing and blending, purchasing, packing, logistics, and supply to allied functions to the mutual advantage of both companies? Support processes: How should they integrate various support processes covering Finance & Legal, IT, R&D, HR, and Communications so that the objectives of both
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companies were in sync? The back-office integration was complicated by the fact that Tetley reported in UK GAAP, while Tata Tea adhered to Indian GAAP. Commercial processes: How should they put in place benchmarked processes, which would be adopted uniformly by the two organizations?
6. Cultural/Racial: There was a great deal of concern that British employees would resent having Indian managers. These concerns were largely the result of the fact that India was a former British colony. Anecdotally, Tetley employees were given substantial retention packages to avoid exodus, which may have created negative feelings among Tata Tea employees. Mr Kumar also noted that, Culture was a huge issue and had to be handled carefully. . . . Tata executives would complain about being kept waiting when visiting Tetleys UK head office reception centre, despite being the senior partners. Meanwhile, Tetley people would complain about being run by Tata, which knew only about India and nothing about Western markets. 7. Corporate Philosophy: The two companies had different opinions on how the business should be run. Tata Tea was a collection of estates that just happened to sell package tea and focused on Asia (excluding China), Middle East, and Eastern Europe. Tetley was a marketing and packaging company that had relationships with tea estates and focused on North America, Australia, and Western Europe. Due to the significant differences in customer base, the two companies had dissimilar products. In Tata Teas markets, tea was usually brewed in pots, so Tata Tea was an expert in bulk and loose teas, while Tetley was an expert in tea bags and instant tea. This gave rise to three types of differences: Objectives of the company: Tata Tea was an integrated tea company, with its dual emphasis on plantation as well as domestic marketing, whereas Tetley was primarily a global marketing company. Whose approach was correct? Geographical spread: Tata Teas international presence was limited to bulk tea sales, whereas Tetley was into brand marketing with sizable international presence. Which customers should the organization focus on? Differences in skill-sets: Tata Tea was a plantation company whose major strengths were managing the estates, dealing with a huge work force, and making teas. There was a drive since the mid-80s to create domestic brands and export bulk teas. In contrast, Tetleys strength lay in its ability to buy quality teas worldwide; perfect its blending skills, bring about innovation in packaging, and combine good logistics with management skills. How were people to be cross-trained?
8. Kenya vs. India: It was initially believed that huge synergies would be achieved because Tetley could source teas substantially from Tata Teas estates. Unfortunately, the majority of Tetleys teas were of a different flavor, quality, and cost from teas found in Tatas estates. Therefore, the integration process had to focus more on new products than on substitution. 9. Branding: Both companies had very strong brand names in their respective regions. There was debate as to the surviving name of the new entity. The Tata name was not strong in Western markets, while Tetley was relatively unknown in Tata Teas markets. There were also talks about
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pensioning off the lovablebut old fashionedTeafolks in favor of promoting tea as a modern lifestyle choice. 10. Conglomerate: Tata Tea was ultimately part of a huge conglomerate. The impact of the conglomerate on the operations of a related foreign entity and the strength of Tata Tea within the conglomerate was unknown to Tetley employees. The Tata organization required group companies to pay fees for the use of the Tata name and adhere to standards of financial and social responsibility. The ramification of these standards on Tetley was still a mystery. 11. Auctions/Commodity Price: The acquisition of Tetley by Tata Tea came at a time when the prices of raw materials for making Tea were increasing. There were also rumors in the market about Hindustan Lever Limited and Tata Tea controlling the price of Tea. 12. Demand for Tea: The general demand for tea in many of Tetleys core markets was slowing or decreasing. This was partly because tea was viewed as a boring or sophisticated drink. Sodas, coffee, and juices were gaining significant ground. There were a number of questions about how to revitalize tea as a drink of choice. 13. Exchange Rate: The rupee was strengthening relative to the pound, which caused the acquisition of teas from India to be more expensive for Tetley and made the transfer of money back to the Tata organization less remunerative. Changes Required There were substantial challenges to realizing the synergies, which Khusrokhan effectively summarized: The first challenge is that the acquirer company in this case is smaller than the company it acquired. The second challenge is that since this was a cross-border acquisition, it is bound to have its fair share of cultural problems. Getting people in two companies in the same country to come together can be a problem; cross border integrations are even tougher. The third difficulty is that, because this is a heavily ring-fenced, leveraged acquisition, banks can have a say in what is being done. We will have to carry the banks with us for anything that could be construed to be a structural change to Tetleys operations. . . . [attitudinal and mindset change among employees] is very much a part of any integration process. I call it the learning-to-think-for-two phase, where each organization has to begin to appreciate that there are two ways of looking at every issue and to appreciate each others point of view. It is something like the adjustment phase in a marriage, which starts immediately after the honeymoon.
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1.3 Formulating Integration Logic and Performance Goals

Tata Tea, as part of its stated strategy to globalize, has charted out its vision to be the market leader in the country and increase reach in the global market. For this the company has followed a strategy of forming subsidiaries or entering into alliances in countries that have a significant presence in the tea market, both from the producer as well as consumer side. The first move towards globalization was the formation of its 100 per cent subsidiary in the USA in 1987. This was followed by its presence in the plantation industry in Sri Lanka. Over time the company realized that in order to go global; acquiring an international brand would be preferable to building one afresh the world over. Hence in 1995, the company bid for Tetley, a well-known innovator in tea packaging, buying, blending and logistics management and the second largest seller of tea in the world after Unilever, but failed. The reasons being that company as big as Tetley wasnt affordable. Tetley was bigger that TATA TEA. This however did not deter the company from reaching out again when the opportunity arose in the year 2000. It was a major landmark in the history of the company in that year when it acquired Tetley.
The company decided to acquire through a leveraged buyout. However it had some implications. The integration team was often hampered by the due interference by the Banks. The acquisition took place through a special purpose vehicle (SPV) Tata Tea (GB) Limited at a cost of GBP 272 million, funded through a mix of debt and equity. This acquisition made Tata Tea the world's second biggest tea company after Unilever. It was the biggest ever cross-border acquisition by an Indian company at that time and was also the first leveraged buyout by an Indian firm.
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1.3.1 DERIVING THE INTEGRATION LOGIC Tata offered following reason to acquire Tetley
In the branded tea segment Tetley is second only to Unilever, while in UK it is number one. Its UK operation was a mixed bag, wherein volumes were good while margins were difficult to maintain. Primary reasons for under-pressure margins were substantial increase in African tea prices (Tetley buys majority of its tea from this market) and retail price remaining low throughout the year. In UK price control is largely in the hands of retailers, as 70% of FMCG goods are sold through them. However, Q1 FY 2001 results were mirror image of last year results, as tea prices from Kenya dropped and retail prices showed some improvement, thereby requiring less promotional costs. Tetley has embarked its continued efforts of cost reduction and has even closed down its unviable London factory, one of the two factories it operates in UK. Canada is the second most important market for Tetley. Volumes were good in Black Tea and company increased its market share to 40%. In Specialty Sector Company increased its market share and emerged as brand leader. Company sees US as a difficult market. In France also company was successful in increasing market share to 10%. Company overall sees better prospects in current year.
Benefits from Tetley:
Tata Tea and Tetley now work on common agenda, with representations in each company from other. The major advantage will be increased outsourcing of tea from South India upon quality improvement program undertaken by Tata Tea.
Others:
Management of supply chain cost, benefiting both companies.

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R&D initiatives helping Tata Tea producing more for Tetley. Training given to Tata Tea personnel in buying and blending tea, which would make it suitable for exporting to Tetley. To take Tetley name across the world and even introduce Tetley brand in India leveraging Tata Teas distribution and financial strength. Tetley was a company that had a turnover of GBP 280 million, three times the turnover of Tata Tea Ltd. The acquisition was the perfect blend - Tata Tea the leader in India in the packaged tea segment with a presence in developing countries through exports and Tetley the second largest tea brand in the world, with a presence in developed economies of US, Canada, Europe and Australia. The integrated vista offered access to new markets and products to both companies, as well as synergies in tea buying and blending. Tetley manufacturing facility based at Eaglescliffe, in the north east of England, is believed to be the largest tea bag factory in the world. The combined portfolios of branded offerings cater specifically to the US, Canada, Western Europe, Australia, Middle East, West Asia, Africa, Poland, Russia and Kazakhstan markets in addition to the manufacturing and supply operations of Tetleys subsidiary companies. More than 70 per cent of the consolidated sales of the company now come from outside India. Tetley has a customized portfolio of offerings for each country, ranging from black, green, fruit and herbal teas, iced ready-to-drink teas and an extensive range of exotic specialty tea.
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1.3.2 SELLING THE INTEGRATION LOGIC Over time the Tata had realized that in order to go global; acquiring an international brand would be preferable to building one afresh the world over. Hence in 1995, the company bid for Tetley, a well-known innovator in tea packaging, buying, blending and logistics management and the second largest seller of tea in the world after Unilever, but failed. The reasons being that company as big as Tetley wasnt affordable. Tetley was bigger than TATA TEA. Tata Tea knew of Tetley via their joint venture in Southern India as well. Tata Tea had actively competed with Sara Lee to acquire Tetley and the potential of Tetley completing its own initial public offer and the largest cross border acquisition in India (in terms of UK). Comparison of two firms is shown in table 1 (3/31/00)- (3/31/01) Turnover Operating Profit Employees Tea Estates Key Markets TATA TEA $ 207 Million $36 Million 59,740 54 India TETLEY $ 417 Million $42.6 Million 1,100 0 Britain, Canada, Australia, United States
Thus for buying Tetley again, there wasnt enough troubles to convince the board. Tetley was acquired in 2000, considered a landmark deal in India. However what followed next was complicated.
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1.4 Creating the Integration Plan When the Board finally sat down to plan the integration the following synergies between Tata Tea and Tetley had been identified. Purchasing: Tetley bought about 8000000 kgs of Indian teas annually fragmented from sources. It envisaged that Tata Tea could help in sourcing or supplying Tetley requirements of Indian teas. Brands: Markets where only one or the other company had worked singly could be developed jointly leveraging the internationally known as Tetley brand name. Tata Tea could help launch Tetley in India, the Middle East, and Russia, traditional bastions of Tata Tea. Technology: Tetley would give Tata Tea access to specialty products such as: flavored teas, herbal teas, and organic teas and decaffeinated teas. These additions were thought as useful introduction to Indian market. Cost Synergies: Both companies could jointly relocate manufacturing of teas both packets and bags and utilize a supply chain approach and common platforms for the InfoTech, MIS, and finance conditions. While the geographic spread of operations were a constraint in moving people around, it was anticipated that virtual teams using information technology could work together without physically moving across the country boundaries Infotech: The acquisition was seen as an opportunity to improve the infotech infrastructure of Tata Tea, improving the connectivity to remote plantations adopting an Enterprise Resource Planning System to create a global supply chain based on Tetleys SAP based ERP solution.
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1.4.1 Initial Ring Fenced Structure

Tetley initially continued to operate, after the acquisition as a separate company with its own goals and objectives predominantly as a consequence of a ring fenced structure chosen for the acquisition. Tata tea is in fact smaller than Tetley. It acquired Tetley by the means of a leveraged buy put. Tata tea put up only one third of Tetley acquisitions cost with banks and lenders putting in the balance funding. A leveraged buy-out has perforce certain limitations attached to it, in terms of what you can and cant do as long as the high leverage continues. Therefore, in the early days following the acquisition, Tata Tea restricted its role to an advisory one: Monitoring, guiding and Watching over Tetleys operations.
A few months ago, after having seen an encouraging performance by Tetley, Tata Tea decided to put in some more money from Tata Tea and Tata Sons into the acquisition by way of quasiequity, which brought down some of the very high-cost debt, incurred on the acquisition and simultaneously enhanced our ownership stake. However such attitude didnt work. From the results, it was clearly seen that a formal integration had to be done in order to drive out the synergies between the two entities. Winners Curse and a Financial Shortfall It was clear that Tata Tea had paid too much for Tetley, almost pound 100 million more than the next highest bid. Tata Tea had hoped to achieve cash flows of at least pound 48 million in order to repay the principal and interest created by the leveraged buyout. Tetleys financial performance had been deteriorating with cash flows of pound 10 million in 1999. The pressure to generate increase in cash flow created intense pressure and conflict internally at Tata Tea and between the two organizations. Meeting the cash flow targets established during the merger was not going to be easy as tea was loosing grounds to sodas, juices and coffee. At the same time the raw material was increasing. Tata Tea realized that they would have to increase the amount of equity in the SPV to reduce expensive debt. The only areas where Tata Tea and Tetley worked closely together were in the areas of tea buying and blending. In order for Tata Tea to be useful to Tetley in sourcing or supplying their
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requirements of Indian teas needed to have its people trained to know exactly what Tetley was looking for in terms of quality and process of the Teas required for their two blends. The entire Tata Tea buying and blending team was trained in Tetley methods and the two companies began operating seamlessly in their area. The Tata Tea hence established a new post merger strategy in order to derive the synergies.
1.5 Operational Integration
By February 2002, it was apparent that by all the metrics, the acquisition of Tetley was not going well. The failure of Tetley to make the required cash flow targets, coupled with the high debt burden, required Tata Tea to make some changes, The first major blow was that Tata Tea would have to increase the amount of equity in the SPV to reduce the expensive debt. In September 2001, Tata Tea invested an additional pound 60 million of equity. The company also sold Tetleys private label tea business in US to Harris Tea for 15 million pounds. The seamless integration was not working, because they were still to separate companies. With the investment of quasi-equity by Tata Tea and Tata Sons which brought down some of the very high-cost debt incurred on the acquisition and simultaneously enhanced the Tata Teas ownership stake, Tata Tea could finally begin contemplating greater integration. Tata Tea decided to hire the Boston Consulting Group to develop an Operational Agenda. BCG took its first steps by asking the top management at both entities to identify their strength and weaknesses. Rather than having two separate companies running their own business, it was finally the decision that there should be one entity with one central command. Senior officials from both the sides from Tetley and Tata Tea met in Goa to kick start the process of integration and develop a structure. During this meeting they created a task force of neutral members (non executive board members), whose tow main objectives were to launch a premium Tetley brand in India and to introduce Tetley branded iced tea in United States. Accomplishing these goals could bring two organizations closer together. The senior officials also had to decide on how to begin restructuring global facilities and how to enter new markets. One good sign was that from March to December 2001, Tetley group had a 3% increase in sales and a 34% increase in EBIT. The problem was that Tata Tea was loosing market share itself to regional players and to HLL. An apex Executive Committee of six people led the integration effort from the two companies. The executive committee was in charge of the broad strategies and policies associated with the integration process. R.K. KrishanKumar, Tata Tea, headed the supervisory board. The other members included: (1) (2) (3) (4) (5) Homi Khusrokhani M.D. Tata Tea Percy SiganPoria, Deputy MD, Tata Tea Ken Pringle , CEO, Tetley Group John Nicholas, Tetley Group Peter Unsworth, Tetley Group
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A parallel project team structure was also formed to look into specific areas of the integration process. The task force created was split up into teams to complete all aspects of the integration. Teams were assigned tasks as: (1) (2) (3) (4) Assimilation of systems of financial, information technology and data management. Review of procurement, packaging, and related cost savings. Issues related to tea buying and blending. Harmonization of personnel and human resources policies and an attempt to solve cultural issues created by geographic divide and British Colonization of India (5) Innovation and new product development. The steering group also included two nominees from BCG. Also , the project coordinator team would see one member from BCG assisting Tata Tea- Tetley team.
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1.5.1 The Integration Process

Following the meeting, Tata Tea and Tetley group agreed to merger the entities into a single entity and the first step began to integrate operations. The entire exercise was to complete in 18-24 months. The two companies would have a single CEO to look over the operations. Phased Integration Process Integration was to be completed in 3 phases (1) In the first phase, the end points were development of a common vision, goals and synergies for both the companies and also a creation of a road map for capturing synergies and taking process further. (2) The second phase was devoted to actual working together and captures these synergies. (3) Ultimate phase would have been legal mergers which could be done once the debt in Tetley was reduced. Four cross functional teams with representatives from both Tata Tea and Tetley were set up. Each team had defined objectives for the processes under their charge, which spelled out the way forward with measurable goals and estimated timelines. They were closely monitored both internally and by the teams and also by the executive committee for meetings through at regular intervals. Integration of SAP environment between Tata Tea and Tetley was commenced to help in sharing the data under common platform and to facilitate decision making. Though the Tetley acquisition was perceived negatively by the market for the next three years, the company carefully chose an approach to integrate the processes and explore synergies between the two companies with absence of any time pressures, while maintaining operational independence. The emphasis throughout was on revenue and growth and not on cost reduction. A common Mission-Vision-Values statement and strategy for both the companies was formulated after a debate in a joint managerial group of the two companies. A structure that facilitated joint working in several areas was implemented. A well-thought through process was adopted for the integration of the two companies with some of the highlights being: Identification of common beliefs: An international consulting firm was commissioned to identify the common beliefs between the two companies and suggest ways to bring the two closer together. Creation of a structure: A structure was put into place to create a steering committee with several task forces reporting to it and comprising managers of both companies. Some teams were given time-bound tasks while others worked on unification of some processes. This structure was then folded into the operations of both companies. Refinement of structure: The Steering Committee became a Supervisory Board reporting to the Board of Tata Tea, which started taking decisions on matters concerning
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both companies. Four integration teams supported this Board, one, a growth team having an agenda to drive geographical and product category growth and improve operational performance and the other three to drive common business processes. These include the Commercial and Business Processes Team top streamline and standardize marketing, the Global Supply Chain Team to handle raw materials, finished products, delivery and distribution, and the Support Team to look at finance, research, communications, Information Technology and Human Resources. An intense benchmarking process was conducted in Tata Tea Tetley as well as other companies, the end result of which was to have world-class processes that are endemic to the branded business.
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1.6 STRATEGIC INTEGRATION

After the acquisition, Tetley initially continued to operate as a separate company with its own goals and objectives, predominantly as a consequence of the ring-fenced structure chosen for the acquisition. In the early days following the acquisition, Tata Tea restricted its role to an advisory one: monitoring, guiding, and watching over Tetleys operations. The only areas where Tata Tea and Tetley worked closely together were in the areas of tea buying and blending. In order for Tata Tea to be useful to Tetley in sourcing or supplying their requirements of Indian teas, Tata Tea needed to have its people trained to know exactly what Tetley was looking for, in terms of the quality and prices of the teas required for their blends. The entire Tata Tea buying and blending team was trained in Tetley methods and the two companies began operating seamlessly in this area. Commenting on the synergies soon after the acquisition, R. K. Krishnakumar, chairman of Tata Tetley and vice chairman and CEO of Tata Tea, told the Economic Times, I see us fusing all these entities into one super global company, seamlessly operating as one entity, deriving all the efficiencies of integration and imparting the necessary aggression in the marketplace to gain market share. The synergies between the two companies are very strong and bringing them together does make sense. But this is only at a conceptualization stage. We arent working on anything. It may take a while to happen. Ratan Tata, Chairman of Tata Tea, best summarized the integration process when he said, It will take three to four years for the benefits of the acquisition to be felt. By February 2002, it was apparent that by all metrics, the acquisition of Tetley was not going well. The failure of Tetley to make the required cash flow targets, coupled with the high debt burden, required Tata Tea to make some changes. The first major blow was that Tata Tea would have to increase the amount of equity in the SPV to reduce expensive debt. In September 2001, Tata Tea invested an additional 60 million of equity. The company also sold Tetleys private label tea business in the United States to Harris Tea for $15 million. The seamless integration was not working, because they were still two separate companies. With the investment of quasiequity by Tata Tea and Tata Sons (the Tata groups primary holding company), which brought down some of the very high-cost debt incurred on the acquisition and simultaneously enhanced Tata Teas ownership stake, Tata Tea could finally begin contemplating greater integration. Tata Tea decided to hire Boston Consulting Group (BCG) to develop an operational integration agenda. BCG took its first steps by asking top management at both entities to identify their strengths and weaknesses. Rather than have two separate companies running their own business, it was finally the decision that there should be one entity with one central command. BCGs suggestion of having one entity stood in contrast to the Tetley Chairman and Tata Tea Vice Chairman, R. K. Krishnakumars position. Commenting on the decision to hire a consulting firm, Krishnakumar said, We recognize that with the acquisition of Tetley, there is a need to
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synchronize operations. The consultants will map out a blueprint that will help us with logistics and marketing plans that keep both identities intact. Meeting in Goa Senior officials from both sides from Tetley and Tata Tea met in Goa to kick-start the process of integration and develop a structure.4 During this meeting they created a task force of neutral members (nonexecutive board members), whose two main objectives were to launch a premium Tetley brand in India and introduce Tetley-branded iced tea in the United States. Accomplishing these goals could potentially bring the two organizations closer together. The senior officials also had to decide on how to begin restructuring global facilities and how to enter new markets. One good sign was that from March to December 2001, the Tetley group had a 3 percent increase in sales and a 34 percent increase in EBIT. The problem was that Tata Tea was losing market share itself to regional players and to Hindustan Lever Limited. The integration effort was led by an apex Executive Committee of six people from the two companies. The Executive Committee was in charge of the broad strategies and policies associated with the integration process. The supervisory board was headed by R. K. Krishnakumar, vice chairman, Tata Tea. The other members included Homi Khusrokhan, managing director, Tata Tea; Percy Siganporia, deputy managing director, Tata Tea; Ken Pringle, CEO, Tetley Group; and John Nicholas and Peter Unsworth of Tetley group. A parallel project team structure was also formed to look into specific areas of the integration process. The task force created was split up into teams to complete all aspects of integration. Teams would be assigned tasks such as Assimilation of systems for financial, information technology, and data management; Review of procurement, packaging, and related cost savings; Issues related to tea buying and blending; Harmonization of personnel and human resources policies and attempt to solve the Cultural issues created by the geographic divide and British colonization of India; and Innovation and new product development.
The steering group also included two nominees from BCG. Also, the project coordinator team would see one member from BCG assisting the Tata Tea-Tetley team. The Integration Process Following the meeting, Tata Tea and the Tetley group agreed to merge the two entities into a single entity, and, as a first step, began to integrate operations. This [the merger] is move rather quickly on functional integration, said Ken Pringle, Tetley CEO. The entire exercise was expected to be completed within the next 18-24 months. The two companies would have a single CEO overseeing the operations of both companies.
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The phased integration process The integration process was to be completed in three phases. In the first phase, the end points were the development of a common vision, goals, and strategies for both companies, and also the creation of a road map for capturing synergies and taking the process further. The second phase was to be devoted to actually working together to capture these synergies. The third and ultimate phase could be a legal merger, which could be done once the debt in Tetley was reduced. Four cross-functional teams with representatives from both Tata Tea and Tetley were set up. Each team had defined objectives for the processes under their charge, which spelled out the way forward with measurable goals and estimated time lines. These were closely monitored both internally and by the teams and also by the executive committee for adherence through meetings at regular intervals. Integration of the SAP environment between Tata Tea and Tetley was commenced to help in sharing of data under a common platform and to facilitate decision making. The Commercial and Business Processes Team will streamline and standardise marketing. The Global Supply Chain Team will concern itself with raw materials, finished products, delivery and distribution and The Support Team will look at finance, research, communications, IT and HR. We have cut across individual operation areas and gone though an intense benchmarking process in Tata Tea, Tetley as well as other companies. The end result of this exercise will be that we will have world-class processes that are endemic to the branded business, says Percy Siganporia, Tata Tea. A fourth team, known as the Growth Team, is looking at geographical and product category growth.
The cultural integration, which is often an issue in many a merger or acquisition, has been smooth for Tata Tea and Tetley. Mr Nicholas says, We are different but we are learning from each other. For instance, Tetley is very process oriented while Tata Tea is quicker to respond and more action-oriented. Mr Pringle emphasises, We have focused on bringing together skill sets of both teams. We can add to each others knowledge and skills and create business with better value prospects. For instance, Tetley is well known for its packaging innovations. Its round bags in the 1990s were received with greedy gulps by consumers, who saw it as a faster and better brew. Laminated packaging replaced cardboard and changed the consumers' perception on the freshness of tea. In India, however, taste preference is stronger than brand loyalty. Says Mr Khusrokhan, Most consumers have a personal recipe for making tea and stick to the one brand that gives them that
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satisfaction. The name of the game is raising the consumers curiosity, arousing interest and encouraging them to try something different. While Tetley is standardised, Tata Tea has strong regional brands and different blends for different areas as each region has its own taste preference. Speciality and herbal teas are high growth segments but in India they are a very small, niche segment. In the US,s cold tea is the biggest segment but again in India, it is tiny.
CHANGE MANAGEMENT AT TATA-TETLEY

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NEW MISSION, VALUE STATEMENT Their Vision, Mission and Corporate Purpose Statement were framed by the Company's senior management in February 1999. This formed the basis of the Company's direction and strategy over the past few years. It marked the realization within the Company that "Customer is paramount". Much of this statement remains valid and is of considerable relevance even today. With the acquisition of Tetley in 2000, and commencement of a formal process of integration, the process of evolving corporate thinking onto a global canvas was initiated. In 2002, the "Supervisory Board" of Tata and Tetley put forth a new Vision Statement, "Challenging the World for Leadership in Tea", embodying a modified set of Values, in line with the Tata Group Purpose. "Challenging for leadership in tea around the world" 1. Challenging A state of mind throughout the organization, never being satisfied with the status quo, constantly striving to be better and to do new things, in new ways and a principle by which we manage our brands in the marketplace, creating relevant differentiation and confidently projecting clear brand identities. 2. Leadership.Not just in size, but more importantly in the eyes of our customers and consumers, through our thoughts, ideas, behavior and achievements 3. Through innovation, which will enable us to build stronger relationships with our existing consumers, reach out to new consumers and keep the category vibrant. 4. TeaThe product scope of our vision, encompassing the widest definition of the category; the production and marketing of black and green teas, specialty fruit and herbal teas, ready-to drink teas, tea serving systems and retailing of tea. 5. The World- The geographic scope of our vision; building a global business by leveraging and building our brands and forging partnerships to mutual advantage. Tata-Tetley- Our Values We believe that our customers and consumers define the success of our organization and that they should be top-of-mind in everything that we do. We believe that our people are at the heart of our organization; and that we should give them the freedom to achieve, through clarity of direction and the creation of an informal, barrier free culture We believe in tea and in our products, and their role in adding to the well-being of people the world over We believe in earning the respect of all those who know us We believe in making a positive contribution to the people and communities our business touches We believe that by striving to deliver our vision and by living our values we shall create more valuable business and hence over the long term increase returns to our shareholders.
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The Vision and values which have evolved over time gives the desired impetus for sustainability thinking and is sharpened further through stakeholder engagements to arrive at key issues.
NEW CORPORATE GOVERNANCE SYSTEM Tata Tetley devised a new corporate governance structure and was managed by the Managing Director under the supervision, control and direction of the Board of Directors. The Board was set up the following Committees: a. Executive Committee b. Audit Committee c. Investors Grievance Committee d. Remuneration Committee and e. Ethics and Compliance Committee In addition the Business Review Committee (BRC) for the Company reviews the medium and long-term strategies of the Company and recommends/suggests changes that the Committee may consider necessary. The day-to-day operations are run by the Managing and Deputy Managing Director with the assistance of two Executive Directors. Important issues relating to strategy are referred to and discussed at Executive Committee meetings which are chaired by the Vice Chairman. The Company also has a Management Committee and each of the Strategic Business Units (SBUs) have their own Board where all issues relevant to the SBU are discussed TTL is guided by the internal code of conduct as framed by Tata Sons Ltd. (TSL) covering all its employees at various levels. It clearly specifies the norms under which- Business transactions, Behavioral standards with external agencies and Social responsibilities as corporate citizen to be conducted. In addition the corporate governance code as enunciated in the Listing Agreement entered into with the various Stock Exchanges is adhered to. The basic objective is to ensure transparency in all dealings and the functioning of the management and the Board. The policies pursued focus on long-term shareholder value creation through integrity, social obligations and regulatory compliance. As on 31.3.2003 the composition of the Board of Directors is given below with the relevant percentage. The Board had appointed an Alternate Director in the case of a foreign director. Category of Directors Number % Promoter's Nominees 28.57% Managing & Executive Directors 28.57% Non Executive Independent Directors 28.57% Nominee Director (considered as independent) 7.14% Other Non Executive Director 7.15% TATA TETLEY EMPLOYEES
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Tea companies depend heavily on their employees especially the plantation workers. Thus at Tata Tetley they took special care of our workforce. As on March 31, 2003, Tata Tea Ltd in India had a total permanent full-time workforce of 56,031 supplemented by 64 employees working on contract and 20,784 temporary blue-collar employees. There was been a significant reduction in the work force due to decrease in employment of temporary workers, and reduction of the permanent workforce by about 2% as part of cost control measures. The Company however does not keep a record of workers employed by contractors for carrying out various activities. Employee benefits TTL had set up the Tata Tea Employee Welfare Trust with a corpus of over Rs 1 million to promote employee (including casuals) welfare through measures such as providing medical assistance to non-executive employees and their dependants, providing scholarships varying between Rs 500 and Rs 1000 per month to employees' children studying in intermediate classes, rehabilitating victims of cyclones and other natural disasters, etc. TTL paid out Rs. 1,02,500/during 2002-03 towards these issues. Retired executives and their spouse enjoy medical insurance benefits comprising both hospitalization and domiciliary components, in addition to drawing pension. Employees also have access to well stocked libraries, recreation clubs, etc. Labor/Management Relations Unionised employees constitute 98% of the total permanent workforce. All permanent employees other than executives, junior management staff, and employees on contract are represented by independent trade union organizations (labour, subordinates and clerical staff are included). TTL consults and negotiates either directly with recognised trade unions or through associations like Indian Tea Association (ITA) or United Planters' Association of South India (UPASI). The Company promotes organizational communication through the publication of in-house magazines: Tatean (published for the whole company), Samachar (published primarily for the eastern plantations) and Seithigal (published primarily for the southern estates). The Company invites employees to share their ideas through a formal suggestions scheme, WinIdea, which has provisions for recognizing ideas of use to the Company. The Company discusses various work related issues with the trade unions and involves them in making decisions on issues like welfare measures, tasks, recreation, holidays, etc. Health and Safety The disease profile of different workplaces are maintained regularly and monitored routinely. Occupational diseases are treated in estate hospitals. Any accident that may take place during the course of employment are reported to the authorities concerned as per requirement of the Factories Act, 1948 / Plantation Labour Act, 1951 / Workmen's Compensation Act, 1923. Link Workers (and Mahila Mandal in NIPO) discuss various health and safety issues in the presence of doctors and welfare officers in their monthly meetings. These associations have
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representations from staff and workers on the estates. All factory workers are medically checked once every year and records maintained. There has been one case each of work related fatality during the year under review in both NIPO and SIPO. A proposed HIV / AIDS policy for Tata Tea has been drafted pending top management approval. Training and Education TTL provided 2.29 mandays of classroom training per executive during 2002-03. Other indices pertaining to executive training were also given. Training to non-executives is mostly on the job training and hence difficult to quantify. Illustrative examples of classroom training for nonexecutives are shown below: TRAINING FOR NON-EXECUTIVES DURING 2002-03 Professional Selling, Sales Effectiveness, Strengthening Selling Skills Workshops, Seminars on Finance, Taxation and Audition Computer Refresher Course, MS Projects Training Programme on Effective Purchase Procedures Safety, Health & Hygiene Work Shop, Cleanliness of the Work Area, Handling of Chemicals, and Quality Control Operating Procedure for Equipment, Calibration and Maintenance Procedure of Lab Instruments, Training Programme on Energy Efficiency Training on Quality
While Tata Tea did not currently have any formal career ending training programmes, it is committed to helping employees in managing career endings through generous employee separation schemes. It invests in updating employee skills by nominating them to various internal and external programmes as listed in below: MANAGEMENT DEVELOPMENT PROGRAMMES Organisational Renewal for Competitiveness Managing and Measuring Business Performance Continual Improvement through Cost of Quality Effective Marketing Sales Management Labour Reforms and Social Safety Net Sexual Harassment at Workplace Building a Truly Value-Driven Organisation Creative Excellence in Management Competency Mapping and Assessment Accounting Standards and Its Practices Training on TBEM Corporate Public Relations
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Corporate Governance Issues for Managers Core Managerial Skills for Health Professional Manufacturing Management Plant level Energy Audit Practice for Energy Conservation Supply Chain & Logistics Management for Global Trade IT for Agri-Business
The Company nominates its employees to training programmes conducted by reputed institutions such as the IIMs, XLRI, ASCI, NITIE, etc., in addition to organizing various in-house programmes of general interest.
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IMPLICATIONS AND CONCLUSION HP COMPAQ

Analysis of the strategic dynamics of the HP-Compaq acquisition integration in terms of four key processes and feedback loops between them presents a mixed story of significant progress but also of key unresolved issues. It was found that the process of formulating the integration logic and performance goals was generally well carried out. The pre-clearance process of establishing the integration planning approach and the integration tools developed for that purpose were first rate and recognized as such by many observers. The operational integration process similarly was executed quite well and beat the short-term goals set for the merger. With the benefit of hindsight, however, it was found that the feedback loop between the operational integration process and the process of formulating the performance goals could have been stronger. While understandable in light of the heavy demands on everybody involved during the operational integration process, a weak feedback loop prevented top management from timely revisiting the initial assumptions on which the perhaps too explicitly stated longer-term performance goals were based, and from testing the new corporate strategy with key customers. Because the strategic integration process was not clearly recognized as a distinct one by top management, we found an even weaker feedback loop back to the longer-term performance goals, as well as a failure to pay sustained attention to executing the multi-year strategic activities necessary to meet the longer-term goals. Victory was claimed too soon, and the opportunity costs of the acquisition integration not fully appreciated. Viewing the execution of the acquisition integration process primarily in terms of the operational integration process prevented top management from clearly seeing the need to augment its own bandwidth. Yet, while the exact nature of the integration team changes as the integration process progresses and the heavy team structures of the integration planning and operational integration were perhaps not necessary for the strategic integration process, the opportunity to increase top managements bandwidth resided in the capabilities for large-scale change developed by the integration planning team. These should have been kept in place for the time necessary to execute the strategic integration process. By splitting part of the integration team and focusing it on starting to execute the key multi-year initiatives the feedback loop necessary to keep the acquisition integration ahead of environmental change would have been much stronger, raising top managements continued alertness to the rapidly evolving competitive challenges. This, in turn, might also have prevented top management from underestimating the time and effort required during the strategic integration process to execute on the strategic initiatives necessary to compete effectively and simultaneously on multiple fronts against world-class competitors with fundamentally different strategies and capabilities.
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Highlighting the importance of the four processes involved in acquisition integration, the role of feed-back loops in managing the strategic dynamics of acquisition integration and the role of the integration planning team, as well as providing insight in why intelligent and hard driving top managers may fail to pay enough attention long enough to the strategic integration process offers potentially useful guidance for the top managements and boards of directors of other companies contemplating major acquisitions and the management of their strategic dynamics. EVALUATION OF THE CHANGE MANAGEMENT AT HP COMPAQ Merging two workforces, cultures and product lines, spanning printers and storage devices to notebook, handheld and desktop PCs, is never easy, but the global scale of the HP/Compaq merger made it a mammoth task. HP had 88,000 employees and Compaq 65,000, all spread across the globe. According to Mike Taylor, HR director for HP UK & Ireland states, All organisations know that the success of a merger is down to the people-you have to get your people focused in the right way. HRs role remains pivotal for the success of the merger, not much could have happened without the intervention of HR. A huge amount of core HR work was planned and executed. For this, Clean Room was developed. Here, a virtual team was assembled from both companies to plan for the merger. The team adopted an HR strategy and an HR plan that tackled these issues one by one. This included harmonizing terms and conditions and implementing new job architecture and a new performance-management system right across the organization. The need to focus employees meant it was vital to have the necessary communication and information channels in place. Traditional media such as posters and leaflets and regular briefings from senior executives did their part. But the most effective delivery mechanism was its intranet employee portal, @HP. The self-service HR portal, which was originally rolled out in 2000 and has around 141,000 users, received two million hits on day one of the merger. It enabled HP to disseminate a mass of information during the run-up to the merger which included the rationale behind the move and the role employees could play within the new organization. It included training materials which enabled sales people to go out and represent the company to customers in an appropriate way. The portal was a 24/7 tool which helped prepare for the merger, but the company put a raft of other initiatives in place; the most significant of these from a people perspective was its Fast Start seminars. At the planning phase, the Clean Room team constructed training modules that managers could use to get their newly appointed team up to speed on the company. The Fast Start sessions were further followed up with a Fast Forward programme to have a smooth transition into the final phases. It also strengthened the culture. These programmes were developed within HR to help organization meet its business objectives. It was ensured that HP can take advantage of the technology to move up the value chain and HR was developed as genuine business partners. After the merger, HP employees also wanted to know about the decision making process and the components of product lines and how they would be supported. The seminars worked at a strategic level but were also tactical to get people thinking about how they were going to operate.
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One of the major challenges was to ensure the best of both sides processes and practices were adopted, with speed and agility among the new companys core values, HP used an Adopt and Go approach when it came to deciding on processes which meant that instead of saying those processes could be improved lets design a new one, it would have been time consuming so they took the best from whichever world and went with it. Now HP is a complete mix of pre-merger HP and pre-merger Compaq built in and integrated across the organization.
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IMPLICATIONS AND CONCLUSION-TATA TETLEY

The international marriage success lies in complementing each other .The year 2000 saw the Tata group acquire the Tetley group based in UK where the deal; was closed for 271 million pounds. The merger was undertaken on two counts. For one, Tata Tea had their global ambitions well in place, as they wanted to take Tata Tea to the global markets. The second reason, from Tatas side was the fact that they wanted to understand the global distribution system. The deal was a rare example of an Indian company taking over a larger British group. Initially, culture was a huge issue and had to be handled very carefully. For example, Tata executives would complain about being kept waiting when visiting Tetleys UK head office reception centre, despite being the senior partners. Meanwhile, Tetley people would complain about being run by Tata which knew only about India and nothing about Western markets. The cultural integration, which is often an issue in a merger or acquisition, has been smooth for Tata Tea and Tetley. The companies were different but were learning from each other. For instance, Tetley is very process oriented while Tata Tea is quicker to respond and more action oriented. Tata was quite aware that it needed to be sensitive to the potential cultural challenges of combining the two groups. Both the groups were aware of the culture difference that existed and rather than trying to dominate each other, they adopted a focused approach to blend the two cultures. They appreciated and worked towards adding to each others knowledge and skills and create business with better value prospects. The best part was that both the companies decided to leave behind the separate cultures of Tata and Tetley and move towards defining a single company. It was the first step towards a merger. The Merger was being seen as something beneficial for both the parties given the synergies that were expected. The key learnings from this merger were pre-estimating the importance of cultural differences, adopting a non-threatening approach and absence of time pressure. This actually helped Tata Tetley improve results.
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Conclusion Different cultures make different assumptions about others based on own values. Thus, while going for a merger activity, it is important to see them with our eyes not theirs. It isnt enough to say, We are two big companies coming together to form a giant, so this is a time to be happy. From due diligence to integration, being able to qualify and quantify cultural differences and synergies is the key to protecting shareholder value and reducing the risk of failure and a happy and everlasting merger.
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Literature Review: Mergers & Acquisitions 1.1.1 Overall Picture of M & A'S

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LITERATURE REVIEW

MERGERS & ACQUISITIONS 1.1.1 OVERALL PICTURE OF M & AS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.1.3 TYPES OF ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.1.4 THE AMOUNT OF ACQUISITIONS HAVE INCREASED

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.1.5 MAJORITY OF ACQUISITIONS FAIL

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.1.6 REASONS FOR FALUIRES

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.2 CHANGE MANAGEMENT THROUGH EFFECTIVE INTEGRATION 1.2.1 CHANGE MANAGEMENT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.2.2 LEWINS THEORY OF CHANGE

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.2.3 INTEGRATION AND CHANGE MANAGEMENT

Post merger integration projects involve three major phases:

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CASE ANALYSIS- TATA TETLEY ACQUISITION 1.1 INTRODUCTION

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.2 INTEGRATION PROBLEMS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.3 Formulating Integration Logic and Performance Goals

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

Benefits from Tetley:

Management of supply chain cost, benefiting both companies.

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.4.1 Initial Ring Fenced Structure

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.5 Operational Integration

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

1.5.1 The Integration Process

CHANGE MANAGEMENT POST MERGERS AND ACQUISITIONS

DISSERTATION REPORT BY PRIYANKA RAJPUT