Synergy realization and post-acquisition integration

Synergy realization and post-acquisition integration
‘How should Van Deursen Retail BV manage the post-acquisition
integration between Lake Side and Shoeby in order to realize
synergies?’
&
Author: S.L.C. van Grinsven
S906380
Tilburg University – Faculty of Economics and Business
Master Strategic Management
Supervisor: Dr. A.D. Timmers
Word count: 16.746
Date of defense: February 2011
1
Management summary
This thesis answers the question how Van Deursen Retail BV should manage the post-acquisition
integration between Lake Side and Shoeby in order to realize synergies. The study consists of a literature
part in where the most important concepts are elaborated, and a case study with interview results
concerning the synergistic potential discovered within the organization and the optimal level of
integration. The sample consists of the three directors and twelve departmental heads, to ensure that
the opinions of all crucial staff members are included.
From the literature it can be concluded that the four most important preconditions to realize synergies
are clear leadership, extensive communication, an integration team with integration leader and
knowledge transfer to facilitate organizational learning. Furthermore, synergy types can be grouped into
Efficiencies and Enhancements, to cover for both cost saving synergies and value enhancing synergies
(Zaheer et al, 2008). To continue, it became clear that post-acquisition integration plays an important
role in the process to create synergies. Integration is found to be a lengthy and complex process,
influenced by mostly organizational and strategic features. In their integration design, organizations can
choose from three levels of integration: low, moderate and high (Pablo, 1994). Most authors find a
positive relation between the level of integration and synergy realization. However, increased
integration can frustrate performance if organizational problems prevail. Especially careful preparation
and planning are found to be important to prevent these problems.
This study discovered many unrealized synergies within VDR that can be exploited in the coming years.
Importantly, managers show a positive attitude towards realizing synergies. Many departments can
benefit from cost-reducing Efficiencies-type synergies when duplications of activities are minimized and
joint buying power is utilized. Moreover, value-increasing Enhancement-type synergies can be exploited
in all departments, although these synergies need more attention before they can actually be achieved.
Most cited Enhancements include increased knowledge and quality through organizational learning.
Within VDR, the four essential preconditions are not yet sufficiently present which hinders synergy
realization. Consequently, an explicit advice to VDR’s top management is that it is better to ensure the
presence of the four essential preconditions in the near future. The most essential precondition is
perhaps leadership, since this precondition can influence the other ones. The interview results show a
need for clear leadership, especially at higher levels of integration. Results further highlight the need for
sharing a clear vision on integration and synergy with the rest of the organization, in the form of
intensified communication using multiple channels.
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Looking at the organizational structure, it is found that the overall level of integration could be increased
from moderate to high, yet step by step and with careful planning to cope with increased complexity.
The main lesson learned for any next acquisition is that extensive preparation in the form of due
diligence and analysis of organizational consequences and synergy potential is needed.
This study has multiple contributions for managers in post-acquisition periods. It is confirmed that to
succeed at realizing synergies, the four preconditions highlighted in this work play an essential role.
Furthermore, it is found that the four preconditions are interrelated and become increasingly important
at higher levels of integration. To continue, Enhancement-type synergies need more preparatory work
than Efficiencies, which are frequently mentioned by managers working at all levels of integration.
Furthermore, managers from departments operating at higher levels of integration see more possible
synergistic benefits than their colleagues from departments with lower levels of integration. To
conclude, even though increased integration often comes with organizational problems, managers from
higher levels of integration still have a preference for further increased levels of integration.
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Foreword
This document is the final thesis for the Master Strategic Management at Tilburg University. It is a case
study with focus on post-acquisition integration and synergy realization between two fashion retailers.
The internship at Van Deursen Retail BV has been a great and rewarding time, mostly because of the
people that have contributed to this study. First of all, I would like to thank John for giving me the
possibility to work on this challenging subject. Acquisitions, organizational consequences and the desire
to improve performance have long interested me. Therefore, contributing to realizing synergies within
an organization was the ideal subject. Adrie and Hans, thank you for your professional guidance,
knowledge and experience. Matthijs, thanks for showing me around and the battles at the ping pong
table. Everyone at the Marketing department, thank you for the pleasant working atmosphere.
Dr. Timmers, thank you for your academic guidance and advices. Our start may have not been the best, I
am surely grateful that you held me on board and gave me the opportunity to successfully finish my
Master. Special thanks to the people close around me, who kept encouraging me to get this job done. It
sometimes proved to be hard to focus on the thesis while running two careers at the same time. I have
underestimated the amount of time and attention needed to achieve results in various fields and now
finally accept that you cannot win every rally in a tennis match. However, I am happy that I continued to
work on multiple projects simultaneously, since it gave me some helpful insights, sometimes the
necessary distractions and most importantly, good perspectives.
In practice, I sincerely wish that the outcomes of this study can contribute to Van Deursen Retail’s top
management decision making in how to realize synergies. The confidence and cooperation that I have
experienced are much appreciated.
Thank you all!
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Table of content
Management summary ........................................................................................................................... 2
Foreword................................................................................................................................................. 4
Table of content ...................................................................................................................................... 5
Chapter 1: Introduction ........................................................................................................................... 7
Problem statement .......................................................................................................................... 8
Research Questions.......................................................................................................................... 8
Methodology ................................................................................................................................... 9
Structure of the thesis ...................................................................................................................... 9
Chapter 2: Synergy ................................................................................................................................ 10
Introduction ....................................................................................................................................... 10
Types of Synergy: Efficiencies and Enhancements .............................................................................. 12
Problems with synergy creation ......................................................................................................... 14
Preconditions for successful synergy creation .................................................................................... 15
Leadership and top management support ...................................................................................... 15
Communication.............................................................................................................................. 17
The integration team and integration leader .................................................................................. 18
Organizational learning and knowledge transfer ............................................................................ 20
Conclusion ......................................................................................................................................... 21
Chapter 3: Integration ........................................................................................................................... 22
Introduction: The influence of post-acquisition integration ................................................................ 22
The integration process .................................................................................................................. 22
Levels of integration and integration approaches ............................................................................... 25
Consequences ................................................................................................................................ 27
Conclusion ..................................................................................................................................... 29
Chapter 4: Research methodology ........................................................................................................ 30
Research Design and Data collection .............................................................................................. 30
Van Deursen Retail BV.................................................................................................................... 30
Sample ........................................................................................................................................... 31
Method .......................................................................................................................................... 32
Validity and reliability..................................................................................................................... 32
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Chapter 5: Results ................................................................................................................................. 34
Synergy types..................................................................................................................................... 34
Efficiencies ..................................................................................................................................... 34
Enhancements ............................................................................................................................... 34
Preconditions ..................................................................................................................................... 35
Results on leadership and top management support ...................................................................... 35
Results on integration team ........................................................................................................... 36
Results on communication: ............................................................................................................ 36
Results on organizational learning: ................................................................................................. 37
Organizational outcomes ................................................................................................................... 39
Problems with integration .............................................................................................................. 39
Organizational structure: level of integration ................................................................................. 39
Groups’ experiences .......................................................................................................................... 41
General perceptions: attitude and satisfaction ............................................................................... 41
View on the future ......................................................................................................................... 41
Conclusions from results .................................................................................................................... 42
Chapter 6: Discussion and Conclusions.................................................................................................. 44
Literature findings .............................................................................................................................. 44
Case findings: ..................................................................................................................................... 45
Managerial implications and lessons learned ..................................................................................... 47
Limitations and future research ......................................................................................................... 50
Literature list ......................................................................................................................................... 51
Appendices...........................................................................................Fout! Bladwijzer niet gedefinieerd.
A)
Semi-structured set-up interviews with departmental heads ... Fout! Bladwijzer niet gedefinieerd.
B)
Semi-structured set-up interviews with directors .................... Fout! Bladwijzer niet gedefinieerd.
C)
Interviews about a possible organizational structure with high level of integration: Shared Service
Centre ..................................................................................... Fout! Bladwijzer niet gedefinieerd.
D)
Synergy brainstorms with commercial departments ................ Fout! Bladwijzer niet gedefinieerd.
E)
Timepath crucial acquisition and integration events at VDR..... Fout! Bladwijzer niet gedefinieerd.
F)
Interview results Departmental heads (Groups A,B,C) ............. Fout! Bladwijzer niet gedefinieerd.
G)
Interview results Directors (Group D) ...................................... Fout! Bladwijzer niet gedefinieerd.
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Chapter 1: Introduction
Since the middle of the past century until now, mergers and acquisitions have been a common
phenomenon in business. Nowadays, when the business world is recovering from the economic crisis
and firms are attractively priced on stock markets, we might find ourselves at the prelude of a new
takeover wave in the coming years. This means organizations will be very active in the field of mergers
and acquisitions (M&A). The past decades showed that companies found sufficient reasons to engage in
M&A. In the 1980s, over 20.000 corporate transactions were counted worldwide. More recently in 2007,
the total value of M&A deals in Europe alone was about 1.100 billion Euros.
Therefore, it is not surprising that mergers and acquisitions form an intensively studied topic in the
strategic management literature (Larsson & Finkelstein, 1999; Zaheer et al,2006; Hitt et al,2001). Taking
the amounts of transactions from the previous paragraph in mind, it is surprising to find wide consensus
among researchers that the full potential of mergers and acquisitions is rarely attained (Chatterjee,
2007; Gruca et al, 1997). Reality also shows cases in which a merger or acquisition turned into disaster.
For instance the DaimlerChrysler merger in 1998 was a deal worth $ 36 billion, but Daimler later sold
Chrysler again for just $ 7.4 billion. What causes these problems with M&A performance?
Difficulties with post-acquisition integration often hinder M&A performance. These organizational
difficulties could for instance be insufficient pre-deal due diligence, resistance under involved staff or
corporate culture clashes (Nguyen and Kleiner, 2003; Chatterjee, 2007). When organizations are not able
to solve these organizational problems, M&A’s will destroy shareholder value and the acquisition
investments have to be written off with great losses. The solution for many of these difficulties could be
sound organizational integration (Larsson & Finkelstein, 1999). Many studies have confirmed the
influence of organizational integration on the ability to actually benefit from M&A (Birkinshaw, Bresman
& Håkanson, 2000; Zollo and Singh, 2004). The design of the integration that is to be implemented is
viewed as a process in which several theoretical insights have to be taken into account (Datta, 1991;
Pablo, 1994). These views confirm that organizational integration is an important and complicated
process that is strongly linked with post-acquisition performance.
Most M&A’s have the purpose to realize synergies. When mergers and acquisitions are successfully
managed, various benefits can be obtained. Some authors describe the benefits as enhancing the
acquiring company’s future growth potential, reduce costs or create value (Galpin and Herndon, 2000;
Zaheer et al., 2008). Other authors name benefits such as cost based synergies, revenue based synergies
or organizational learning (Austin and Leonard, 2008). Synergy is the magic word here that is often
strived for during and after M&A negotiations. After the deal is closed, many corporations announce
wonderful expectations with inter-firm synergies of millions of dollars or Euros. In the DaimlerChrysler
case, CEO Dieter Zetsche later stated that the potential of synergies was obviously overestimated (press
release from the website pressbox.co.uk).
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Much work on synergies can be found in the literature. Some authors focus on the financial implications
of synergy (Chatterjee, 2007; Datta, 1991), others focus on different types of synergy or synergistic
competitive advantages (Hitt et al, 2001; Barkema & Vermeulen, 2001). Scholars have especially tried to
find the key to unlock the ‘magic’ value of mergers and acquisitions, by analyzing the modifying
preconditions for synergy realization (Nguyen & Kleiner, 2003; Barkema & Schijven, 2008). These
features of synergy will be analyzed in this case study.
The central question in the case is how to integrate two companies to realize synergies. The two highly
related concepts mentioned above that seem to influence the performance outcomes of acquisitions,
synergy and integration, will both be analyzed and applied to the problem area of the observed
organization. The goal is to come with a suitable advice for Van Deursen Retail BV (VDR), consisting of
the companies Shoeby and Lake Side. In 2009, the acquired firm Lake Side quickly moved into the
acquiring firm’s headquarters and some departments were forced to integrate because of organizational
problems at Lake Side. This situation is leading to integration problems and questions about how to
proceed. Therefore, the current challenge is to find a best way for the two companies to operate within
one smoothly working organization. More specifically, the organization’s top management wants to
know how the organization can benefit from possible synergies. This leads us to the problem statement,
which is formulated as follows.
Problem statement
‘How should Van Deursen Retail BV manage the post-acquisition integration between Lake Side and
Shoeby in order to realize synergies?’
Research Questions
In order to solve this problem statement, the thesis will subsequently answer the following five research
questions (RQ’s):
RQ1: How is synergy value created after an acquisition?
RQ2: Which levels of integration can be chosen to realize possible synergies?
RQ3: Which possible future synergies are discovered at Van Deursen Retail BV?
RQ4: What organizational structure is best suited for Van Deursen Retail BV to harvest the benefits of
synergy?
RQ5: How can Van Deursen Retail BV further exploit the benefits of the discovered synergies?
The chosen perspective is that of Shoeby Retail B.V, looking for recommendations that contribute to the
whole organization and specifically for the management of both Shoeby and Lake Side.
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Methodology
The research strategy can be described as a qualitative case study. To answer the first two research
questions, theories and findings from academic studies on the relevant concepts will be analyzed. Next,
semi-structured interviews with the fifteen departmental heads and directors will be hold at the client
company to collect primary data. This sample is divided into four groups: Groups A, B, and C consist of
departments operating at low, moderate, or high level of integration. Group D consists of VDR’s three
directors. Secondary data will be collected about other companies’ experiences with integration and
synergy. Finally, all data will be analyzed to create a comprehensive report with recommendations for
the Van Deursen Group. The research methods will be extensively worked out in chapter four.
Structure of the thesis
This research tries to connect the findings on the highly related concepts of integration and synergy to
the real-life situation of the organization in the case. The structure of the remaining chapters of the
thesis is as follows. The first chapters show relevant academic findings found in the literature. In chapter
2, the concept synergy will be investigated thoroughly to answer the question how synergy is created.
Chapter 3 elaborates on possible levels of integration as a way to capture synergy benefits. The methods
of research are explained in chapter 4. The subsequent chapters report the practical findings based on
primary data collected during the internship. The findings on possible synergies at VDR and the
organizational structure in which these synergies can best be exploited are reported in chapter 5. In
chapter 6 conclusions and managerial implications are discussed so that the issue how VDR can benefit
from synergies can be solved.
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Chapter 2: Synergy
Introduction
Synergy is a concept that is nearly always used in cases of mergers and acquisitions. Synergy is present
when the value of the newly-combined firm exceeds the sum of the values of the two merging firms,
when acting independently (Capron, 1999). In business, synergy was first used in the 1960’s when
organizations became active acquirers of other firms to grow into conglomerates. Academic research
includes the concept of synergy when examining motives for acquisitions and pre- and post-acquisition
performance (Capron, 1999). Although the literature on synergy is voluminous, many issues remain
unsolved. As already became apparent in the first chapter, capturing synergy can be problematic. Studies
in the past decennia have therefore tried to detect determinants of synergy realization. Findings on
variables that influence synergy realization include acquisition experience (Zollo & Singh, 2004; Barkema
& Schijven, 2008), whether or not the acquisition is related to the firm (Hitt et al, 1998; Tanriverdi and
Venkatraman, 2005), and the presence of complementary resources (King et al, 2004; Harrison et al,
2001). Most importantly, organizational integration is found to be an essential determinant for synergy
success (Larsson and Finkelstein, 1999; Pablo, 1994; Haspelagh and Jemison, 1991). From above it can be
stated that many variables influence synergy realization. The central question of this study can be
synthesized into: How can an organization benefit from synergies? This part will start with briefly
elucidating the most relevant concepts to answer this question. For instance the setting, M&A, will be
explained. The major focus of the chapter will be on the concept of synergy, with attention for types of
synergy and most importantly, the preconditions to benefit from synergy. This chapter will end with a
conclusion to be able to answer the first research question.
Mergers and Acquisitions (M&A)
Mergers and acquisitions are two phenomena that have some distinct features, but also share some
common ones. ‘A merger occurs when one corporation is combined with and disappears into another
corporation’ (Lajoux, 2006). In practice, mergers often involve the friendly fusion of two equally sized
firms into one new organization where practices, cultures and structures of both firms are combined. ‘An
acquisition is the process by which the stock or assets of a corporation come to be owed by a buyer’
(Lajoux, 2006). In general terms, acquisitions are described as transactions at which the larger and more
dominant firm acquires full ownership of a smaller, less dominant firm. In this study, the term acquisition
will be used for several reasons, which will become clear in later chapters when the case is introduced.
Despite of the usage of the term acquisition over mergers, findings from studies on both mergers and
acquisitions are presented here. Most research reports findings on both phenomena at the same time
and uses both terms interchangeably (King et al, 2004). M&A are mostly treated as if they were one,
because the situation after two organizations have closed a deal is often unclear. In addition, the
situation can be found in the grey area in the middle between a merger and acquisition, because many
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organizations are continuously changing, especially during the periods around deals (Datta, 1991).
Moreover, the size and dominance of the two firms and ideas on how to cooperate are all receptive to
change.
Post-Acquisition Integration
Post-acquisition integration can be described as the degree of interaction and coordination between the
two firms involved in a merger or acquisition (Larsson and Finkelstein, 1999). Pablo (1994) defines
integration as ‘the making of changes in the functional activity arrangements, organizational structures
and systems, and cultures of combining organizations to facilitate their consolidation into a functioning
whole’. Integration is an important concept in this study, as it can influence post-acquisition
performance. Many authors have confirmed the influence of integration on the ability to actually realize
synergy potential (Haspelagh and Jemison, 1991; Datta, 1991; Nguyen and Kleiner, 2003).
The concept of integration comes with multiple determinants that shape the integration process. Various
levels of integration and integration strategies can be found, that will be analyzed in chapter three.
Synergy
Synergy can be explained in multiple ways, but in abstract it is seen as a positive contribution to the
combined value of two previously separate entities. The word synergy comes from the Greek term
‘synergia’ which can be translated as working together. In simple terms, synergy can be seen as the
umbrella name for the financial benefits organizations can enjoy when they cooperate. In a financial
way, it is described as super-additivity in the valuation of business combinations, meaning that the value
of the combination exceeds the sum of valuations for standalone units (Davis & Thomas, 1993). Zaheer
et al. (2008), describe synergy as follows:
‘Synergies arise when two firms are more valuable in combination than as separate entities, and include
not only efficiencies (from redundancy elimination or scale and scope economies) but also enhancements
that allow the combined firm to offer new products or services and compete in markets previously
unavailable to the stand-alone predecessors.’
The concept of synergy has some interesting features, of which some will be further analyzed in this case
study. In order to create more clarity on the concept of synergy, now various types of synergy will be
discussed.
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Types of Synergy: Efficiencies and Enhancements
Synergy is often described as a large, vague concept that can consist of many different elements. When
analyzing the literature on synergy, several types of synergy are found. Moreover, authors have tried to
identify the bases of synergy, which has for example leaded to a distinction between cost-based and
revenue-based synergies (Capron, 1999; Austin and Leonard, 2008). Other work builds on the resourcebased view of the firm and sees resource relatedness between firms as the most important basis for
synergy creation (Tanriverdi and Venkatraman, 2005; Hitt et al, 1998; Markides and Williamson, 1994).
This paragraph tries to create some clarity between the different types of synergies. In this section, first
the different types or groups of synergies found in the literature are analyzed. Second, these types will
be grouped into two major headings of synergies: Efficiencies and Enhancements. This part will end with
a graphic overview of the different types of synergy.
One of the first to distinguish between types of synergies was Ansoff (1965). He describes sales synergy,
operating synergy, managerial synergy and investment synergy. These types of synergy are still used in
the past few years, albeit somewhat renamed. For instance by Knoll (2008), who also distinguishes four
distinct groups in his book on cross-business synergies: operative synergies, market power synergies,
corporate management synergies and financial synergies. All these types describe cost-based synergies
that are intended to improve efficiency.
Hoberg and Phillips (2010) focus their attention on a different and complementary type of synergy:
product market synergy, which firms seek to exploit to increase product differentiation or market
coverage. Austin and Leonard (2008) also name a complementary or enhancing type of synergy, namely
organizational learning. The other benefits of acquisitions these authors identify consist of cost based
and revenue based synergies. Supporting this view, Capron (1999) also distinguishes between cost-based
and revenue-based synergies. He further argues that horizontal acquisitions are mostly seen as
opportunities for cost savings by exploiting economies of scale and scope. Oppositely, revenue-based
synergies find their offspring in the resource based view of the firm, and are captured by accessing
complementary resources. Schweiger and Very (2003) distinguish four sources of synergy: cost-based
and revenue-based synergies similar to Capron’s synergy types, and market power and intangibles such
as brand name extensions and sharing knowledge. Larsson and Finkelstein (1999) refer to both
similarities and complementarities as bases for synergy realization. Similarities are described as
resources or activities that can be shared between businesses to operate more efficiently.
Complementarities are assets or activities that can strengthen both firms when they are combined.
Larsson and Finkelstein see complementarities as more important determinants for acquisition success.
Concluding it can be said that different types of synergies are distinguished by many researchers.
Different terms are used to label the types of synergies, but this review shows that the described types
are based on two lines of thought that will be elaborated in the next paragraph.
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Efficiencies
On the one hand, synergies can be based on cost savings, for instance by sharing similar resources and
reducing redundant activities. These synergies are grouped into ‘Efficiencies’ as this word summarizes
the essence or goal of the synergies. Efficiencies can be captured because firms share similar resources
such as common technologies, markets or competences (Zaheer et. al, 2008). When academic studies
are analyzed on findings of efficiencies, several matches are found. Vizjak (1994) for instance argues that
a 10 percent unit cost reduction can be achieved by exploiting purchasing interrelationships such as
concentration of buying power, coordination of buying activities and exchange of information on
suppliers. Larsson and Finkelstein (1999) find that many of the benefits from M&A are efficiencies. As
mentioned earlier, they refer to the concept of similarity. One example of this concept is removing
managerial positions, as managerial expertise can be exploited across multiple companies.
Enhancements
On the other hand, synergies can be based on organizational and product improvements which lead to
enhancing revenue or sales volumes. These synergies are grouped into ‘Enhancements’ as this term
clearly expresses the contrast to efficiencies. Enhancements can be explained by the concept of
complementarity. This concept allows firms to increase value by combining different products, markets
or technologies and perform complementary activities that can strengthen both firms (Zaheer et al,
2008). As shown in the overview above, Capron and Larsson and Finkelstein also mention
complementarities. Another example of an enhancement type of synergy is the transfer of best practices
to increase the quality of output.
The terms Efficiencies and Enhancements are previously used by Zaheer et al (2008, p.25) to cover for
distinct types of synergies. It should be noted that some examples of synergy could be placed under both
efficiencies and enhancements, because for instance one given enhancement could not only lead to
improved quality, but at the same time to faster results and thereby improved efficiency.
An overview of the different types of synergies and their features and examples is given below.
Types of synergy
Efficiencies
Enhancements
Features:
Similarity
Complementarity
Cost-based
Revenue-based
Economies of scale
Increased innovative capability
Economies of scope
Increased market coverage
Sharing managerial experience
Knowledge transfer
Increased buying power
Joining sales and suppliers network
Less transaction costs
Product quality improvements
Examples:
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In chapter five, where the results are discussed, the terms efficiencies and enhancements will be used
again. Both terms, in Dutch ‘kostenbesparingen’ and ‘verbeteringen’ were used as guidelines in order to
activate broad thinking about synergy potential and to group the synergies synoptic.
Problems with synergy creation
A variety of problems hinders post-acquisition integration and synergy creation. First, an overview of
reasons for failing acquisitions and integration or synergy projects will be given. Subsequently, solutions
for these problems that are found in the literature will be presented. Finally, four often cited and
relevant preconditions for synergy realization will be further elaborated.
Chatterjee (2007) finds several reasons for failure in his work on synergistic mergers. Most of these
reasons are caused by an unclear pre-deal picture because of poor due diligence. He argues that firms
often underestimate difficult integration issues such as coping with different corporate cultures. Pre-deal
overestimation of potential benefits also leads to inconvenient pressures and low morale further in the
process. Likewise, Nguyen and Kleiner (2003) share this view as they also mention insufficient due
diligence and large cultural differences as difficulties in effectively managing integrations. They further
stress the importance of a quality planning and allocating sufficient resources to the management of
mergers. In addition, they name a lack of clear vision from the leaders and delays in communication as
important reasons for failure. These last two problems will be further discussed in the section below.
Another problem that can hinder corporate synergy was mentioned by Vizjak (1994), who states that
autonomously operating business units tend to undervalue corporate benefits and focus on their
separate performance. This finding underlines the importance of corporate management’s attention for
benefits for the combined organization. Vizjak further found that incentive systems are often not aligned
with synergy benefits, which hampers managers’ motivation to achieve benefits that not only concern
their own business unit. In addition, organizations fear a declining entrepreneurial spirit. In a 2010 PWC
report on synergy the three most common problems in synergy realization are: delays in implementing
planned actions, underestimation of integration costs and complexities, and overestimated potential
synergies and cost savings. In summary, it can be stated that many different problems can occur during
the complex processes of post-acquisition integration and thus, synergy realization. These problems can
emerge at various phases, both pre-deal and after-deal. The following part of the study consists of
solutions to solve these problems or ways to increase the chances of success in realizing synergies.
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Preconditions for successful synergy creation
Fortunately, increasing knowledge on post-acquisition synergy creation provides solutions and guidelines
for the given problems. It will show that the solutions come from multiple schools of thought and find
their base in different theoretical themes including finance, psychological sciences and organizational
behavior. Multiple preconditions for exploiting an organization’s synergy potential are found in the
literature, which implies that many issues are found to be relevant and necessary in order to create
synergies. For instance an appropriate preparation by extensive due diligence is found to discover
possible and realistic synergies pre-deal (Chatterjee, 2007). Formal or financial control (Batelaan, 2003)
and acquisition experience (Barkema & Schijven, 2008) are examples of an organization’s knowledge that
can enhance synergy realization.
In the following sections four essential preconditions are discussed in-depth. These preconditions
represent factors that (1) are frequently found in the literature on synergy and integration, (2) are highly
relevant for this case study and (3) can be translated into actions by managers. In addition, the
preconditions also apply to the concept of post-acquisition integration. In random order, the four
essential preconditions that will be investigated further are (a) leadership or top management support
(Hitt et al, 1998; Kotter, 1995), (b) communication, in accordance with willingness to cooperate or
employee resistance (Lewis et al, 2006; Nguyen and Kleiner, 2003), (c) the integration team with an
integration leader (Arrata et al, 2007; Daniel and Metcalf, 2001), and (d) knowledge transfer, or
organizational learning and sharing experiences (Tanriverdi and Venkatraman,2005; Argote and Ingram,
2000;). As these preconditions can and possibly should be present at the same time, it can again be
stated that realizing synergies is a complex task that needs convergent organizational capabilities.
Leadership and top management support
In the comparable fields of change management, organizational integration and synergy creation, the
importance of leadership and top management support, two equivalent concepts for this study, is
stressed by many researchers. For instance by Daniel & Metcalf, who describe this precondition in their
2001 work as follows: ‘Leadership is about focusing people’s attention and energy in a way that makes
them feel a part of something greater than just themselves’. Furthermore, Hitt et al (1998) mention that
related acquisitions typically require strategic controls, which demand a thorough understanding on the
part of, as well as rich information exchange with, the acquirer’s senior management. Another indicator
of the importance of top management support is the fact that acquirers often create integration teams
and appoint senior managers as full-time integration leaders (Ashkenas, DeMonaco, & Francis, 1998).
These findings all illustrate the complexity and the stakes that are involved in integration and synergy
creation.
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Aiken and Keller (2006) identified four key functions the CEO should perform in order to generate the
energy needed to achieve a successful period of integration:
1) Making the integration meaningful. The CEO should show a willingness to make the integration
story personal, to engage others openly to convince them from the need for integration, and to
positively highlight successes when they occur.
2) Role-modelling desired mind-sets and behaviour. Successful CEOs show the way to act
themselves with examples of change, thereby encouraging staff to adopt the new way of acting.
3) Building a strong and committed integration team. The CEO must make tough decisions about
which employees have the motivation and qualities to make a sufficient contribution to the
team.
4) Relentlessly pursuing impact. A hardworking, personally involved CEO that really wants to make
a difference is an important requirement when significant value is to be created.
Other work focuses not only on the CEO, but includes other layers of management. In their 2001 work,
Daniel and Metcalf, referring to work of Katzenbach and Nonaka, find that the real change leaders are
found in middle management. While interacting with their colleagues, the change leaders guide the
organization’s attention and energy towards the right direction. This means leaders should help keeping
employees productive and focussed on the job by reducing uncertainty and unclarity. Furthermore,
Willems (2009) found 20 important competences in his literature analysis on the success factors for
leadership in an integration process. He shares the vision that integration is a difficult process that is best
lead by an integration team with various leadership qualities. Typically, the environment is continuously
changing. Thus, variation in leadership styles and roles during the integration process improves the rate
of success. The many competences needed for effective leadership again prove that the integration task
is a very challenging one.
A synergy project has large similarities with any change program. Realizing synergies always involves
multiple parts of an organization and many people have to change their ways of thinking and handling
towards new goals. Kotter (1995), one of the leading authors on change management, defined eight
phases in an integration process that need various leadership styles. These phases are: Increase urgency,
Build the guiding team, Get the vision right, Communicate for buy-in, Empower action, Create short-term
wins, Don’t let up, and Make change stick.
16
The most important leadership qualities from the literature and their explanation are displayed in the
figure below.
Leadership qualities
Explanation
1.
Inspire with a great vision
The organization’s staff will be motivated to fulfil the job
2.
Involve the right people
A good mix of qualities is needed (see the paragraph on the
integration team)
3.
Ensure clear
communication
Employees need clear and constant messages to reduce
uncertainty
4.
Stay actively involved
Senior management’s experience is required during the complex
process
5.
Set the right example
The CEO, manager or leader should show the right way to
handle
6.
Leadership style variation
Different phases need different leadership styles (Kotter,
Willems)
Reviewing the various studies on leadership, it can be stated that leaders, be it entrepreneurs,
executives or managers, play an essential and complex role in the process of synergy creation. Their
decisions have an impact on the entire organization and also influence the preconditions in the next
paragraphs.
Communication
One of the most prevailing responsibilities of top management in the literature on change management
and mergers and acquisitions is ensuring extensive communication, especially to employees. Extensive
communication can build confidence in the acquisition and integration process (Epstein, 2004). But what
should be communicated? And how, when and to whom? In the past decades, some guidelines for
communicating have been developed that are widely agreed upon by researchers (Nguyen and Kleiner,
2003; Ashkenas et al, 1998; Galpin and Herndon, 2007; Epstein, 2004, Lewis et al, 2006). Some of the
most prevailing, summarized from the work of the authors mentioned above, include:

Follow a communication plan, consisting of the organization’s vision, the nature of the
integration project, and anticipated benefits of the acquisition (Ashkenas et al, 1998; Nguyen
and Kleiner, 2003).

Start with communicating as early as possible and make sure communication about the postacquisition process is continuous (Galpin and Herndon, 2007). According to Epstein (2004), overcommunication is a common element of success during post-acquisition integration and it can be
the most important driver of success for human resources.
17

Use multiple communication channels to make sure the communication is received by all
selected stakeholders (Lewis et al, 2006; Galpin and Herndon, 2007). The selected media have to
be effective in gaining the attention of the receivers. Therefore, the sender of the message
should consider what media is appropriate, for example written or real time communication.
Moreover, timing in relation to the change activities is important.

Build in feedback (Galpin and Herndon, 2007; Ashkenas et al, 1998; Lewis et al, 2006).
Management should both plan and control the communication process. This can be done by
ensuring interaction is possible by listening to the receivers, maintaining an effective dialogue
and keeping track of receivers’ reactions.

All communications should be honest (Galpin and Herndon, 2007). Staff should be informed
about realistic goals and risks. This can prevent employees jumping to radical conclusions.
When these guidelines are followed, uncertainty amongst staff can be reduced which prevents declining
productivity. Nguyen and Kleiner (2003) advise the management of mergers to communicate a strong set
of organization wide values and beliefs in order to enhance interrelationships between departments and
the willingness to cooperate. In addition, communication is found to play a vital role to facilitate the
spreading of best practices. This is evidence that communication is an important precondition for
enhancement type of synergies. On the other hand, other findings also show the importance in the case
of efficiencies. For instance in a situation of reorganization when less staff is needed to perform new
combined tasks, a sound communication plans can prevent employee resistance or confusion (Epstein,
2004). From this part it becomes clear that extensive communication is essential in a post-acquisition
period when trying to capture synergies. The impact of communication and its relevance to other
concepts such as employee resistance will be discussed in chapter five.
The integration team and integration leader
As already became clear, integration and synergy are concepts that need extensive attention.
Consequently, these concepts request certain tasks and responsibilities. Although integration itself will
be extensively covered in the next chapter, the role and function of the integration team is covered in
this section, because it plays a vital role in the process of synergy realization. Many authors stress the
importance of a strong integration team for any successful change program, such as the implementation
of an integration process (Arrata et al, 2007; Daniel and Metcalf, 2001). Forming an integration team is
an example of the need for organizational slack. As noted earlier, an organization needs to make time
available for people to work on integration to make it successful.
Determinants of a successful integration team are clear definition of roles and reporting structures, a mix
of skills and experience, and the ability to communicate with and inspire the support of top managers
(Arrata et al, 2007). These factors are further described below. The integration team needs to be
composed from different roles. These roles include experts to solve difficult problems, executers
18
implementing solutions, guards ensuring the transfer of knowledge to the organization, coaches to train
employees in the new processes and controllers that monitor the progress of the change program.
According to Daniel and Metcalf (2001), the integration team should be lead by one strong integration
leader, who carries responsibility for the project and is the primary contact point in case of questions
etcetera. This person needs to be a well-respected, experienced and bridge-building type with real
decision making power. Likewise, Daniel and Metcalf (2001) argue that the combination of team
members needs to be a smart mix of skills and experience. To continue, the ideal integration team
consists of maximum three to five persons to assure efficiency in decision making. Important
qualifications of selected team members include high-performing and well respected within the
company, strong in communication and empathy, and able to solve conflicts. Moreover, the team has a
complementary balance between young ‘academic types’ with high analytical skills and experienced
managers who have an excellent history within the company.
Another determinant is the reporting
structure of the integration team, which
can be organized in two ways: centralized
or decentralized. A centralized
Departments
Integration
Team
Integration
Leader
Board
integration team directly reports to the
top management team and has the
advantages of encouraging new ideas,
new ways of thinking, and a standardized
set of solutions for the whole
organization. A decentralized integration
team keeps agents in their groups so that
they report through a dotted line to the
central integration leader. This approach
Figure 1: Centralized structure of the integration team and leader
(author’s view)
tends to quicken the spreading of the program’s values, customizes solutions for each department and
fosters greater skill building (Arrata et al, 2007). Finally, another crucial requirement for the integration
team to be successful is top management support. This can be achieved by engaging them in the process
from the beginning and letting them participate in problem-solving meetings. These meetings provide
opportunities for shared idea generation, the building of personal connections and recognizing difficult
issues early in the process which improves the probability of solving them. The fact that the
preconditions communication strength and top management support are required for a successful
integration team is proving that multiple important preconditions are interrelated and have to be jointly
present in order to realize synergies.
19
Organizational learning and knowledge transfer
As the saying goes; two know more than one. This logic also applies within organizations, where two or
more distinct business units can share their knowledge to learn from each other, create new, improved
ways of thinking and implement best practices. Knowledge transfer is defined by Argote and Ingram
(2000) as the process through which one unit (e.g. group, department, or division) is affected by the
experience of another. The authors show how organizational knowledge is increasingly seen as a basis of
competitive advantage, especially when the knowledge is created within the organization. Moreover,
this knowledge is difficult to imitate and less usable in external contexts.
But how can knowledge transfer lead to synergies? As Tanriverdi and Venkatraman (2005) show,
synergies can arise from the complementarity of product knowledge relatedness, customer knowledge
relatedness and managerial knowledge relatedness. Here complementarity means that all three sources
of knowledge have to be combined in order to improve the performance of the multi-business
corporation. The authors, following the resource-based view of the firm concerning related
diversification, define knowledge relatedness as ‘the extent to which a multi-business firm uses common
knowledge resources across its business units’. This can lead to cost efficiencies, as units using the same
knowledge have lower production or search costs. Tanriverdi and Venkatraman’s focus here is on explicit
knowledge, because it can be used by multiple business units at the same time to create beneficial
economies of scope. Another example of explicit knowledge that can enhance post-acquisition
performance is the codification of the integration process, in order to learn for future cases (Zollo and
Singh, 2004). The other form of knowledge is tacit knowledge, which lies within humans and is costly to
communicate (Nonaka, 1994). Tacit knowledge is found to be harder to transfer and not all business
units can exploit the tacit knowledge of the human experts at the same time, leading to less effective
synergies. The other source of cross-unit knowledge synergy for multi-business firms Tanriverdi and
Venkatraman name is knowledge complementarity. The authors state: ‘A set of complementary
knowledge resources produces greater returns than the sum of their individual returns.’ In other words:
knowledge complementarity creates value-adding synergies, which fall into the ‘enhancements’ type
synergies named earlier. Alternatively, Argote and Ingram (2000) show that people are able to transfer
both tacit and explicit knowledge and adapt knowledge in new contexts. The authors further mention
that transferring knowledge by moving people between units can be difficult because people vary a lot.
In summary, multiple studies have shown that particularly explicit or codified, but also tacit knowledge
about acquisitions are useful in enhancing the probability of value creation in acquisitions (Zollo & Singh,
2004; Nonaka, 1994).
Within firms, impediments to organizational learning exist. These impediments can be caused by the lack
of a centralized and ongoing function such as internal audit to archive and diffuse learning. Moreover,
many cases lack continuous monitoring of the integration process, leading to fragmented learning,
ineffective internal communication and the absence of a holistic perspective concerning all stages of
20
integration (Sudarsanam, 2003). Also, internal protection of knowledge by teams or individuals inhibits
the transfer of knowledge across the organization. Organizations should monitor the progress of
organizational learning and perhaps change their structure to remove the impediments described above.
Moreover, various requirements for organizational learning are found in the literature. Nonaka (1994)
names three enabling conditions for the creation of organizational knowledge: a creative chaos,
redundancy to be able to focus on knowledge, and requisite variety of sources. The latter condition
shows similarities with the need for a multifunctional integration team, the second argument is in line
with Gary’s (2005) argument for organizational slack.
Concluding it can be said that intra-organizational knowledge transfer and organizational learning are
concepts that contribute to synergy creation. When the complementarity of knowledge relatedness is
exploited, and impediments are eliminated, organizations can enjoy a competitive advantage that is hard
to imitate.
Conclusion
This chapter started with introducing the essential concepts for this study. The setting of this case study
is M&A. For several reasons, the term acquisition is preferred over merger in the case analysis of this
thesis. One reason is that Van Deursen Retail BV obtained a 100% ownership of Lake Side by means of a
share buy-out. Other reasons are that Shoeby is significantly larger than Lake Side and that Shoeby and
Lake Side are not completely merged. Findings from studies on both mergers and acquisitions are still
relevant for this study, since the situation at VDR is under change: an increasing number of departments
is now working at increasing levels of integration, as if Shoeby and Lake Side were merged.
The focus of this chapter was on examining the concept of synergy. The chapter started with various
types of synergy that can be grouped in different ways. In this thesis, the types are grouped into
Efficiencies and Enhancements, to cover for both cost saving synergies and value enhancing synergies
(Zaheer et al, 2008). Next, common problems in realizing synergies were summed that lead the reader to
the often found and applicable preconditions for successful synergy creation in the following part. The
four most important preconditions for this case are clear leadership, extensive communication, an
integration team with integration leader and knowledge transfer to facilitate organizational learning.
It became clear from the literature that post-acquisition integration plays an important role in the
process to create synergies. Some authors even found it the most important determinant for postacquisition performance (Larsson and Finkelstein, 1999). Now, because of its importance, the next
chapter will further elaborate on integration.
21
Chapter 3: Integration
Introduction: The influence of post-acquisition integration
It is often argued that unlocking the synergistic potential of an acquisition is primarily achieved by
choosing the right level of integration. Post-acquisition integration is defined as the degree of interaction
and coordination between the two firms involved in a merger or acquisition (Larsson and Finkelstein,
1999). Most studies on this subject have confirmed the influence of integration on the ability to actually
realize synergy potential (Haspelagh and Jemison, 1991; Datta, 1991; Pablo, 1994; Nguyen and Kleiner,
2003; Barkema & Schijven, 2008; Karim, 2005). In their study, Larsson and Finkelstein (1999) even found
that integration was the most important determinant for synergy realization. Moreover, Zollo and Singh
(2004) describe the importance of managing integrations as: ‘Striking the right balance between
achieving the necessary level of organizational integration and minimizing the disruptions to the
acquired firm’s resources and competencies is a fundamental challenge that affects the success not only
of the integration process but also of the entire acquisition’. From above, it can be concluded that there
is a clear link between synergy and integration. The previous chapters acknowledged the difficulties in
unlocking synergistic benefits. The good news is that there is evidence that horizontal acquisitions, under
specific conditions such as cost reductions, are often successful (Chatterjee, 2007). When the complex
process of integration is successfully managed, a competitive advantage is created that is hard to copy by
rival companies. To summarize all of these findings: management should optimize post-acquisition
integration to optimize overall firm performance.
This chapter will elaborate on the process of organizational integration, since this is concerned as a vital
process in the case. In the next parts it will become clear that firms can choose various organizational
strategies to optimize post-acquisition performance. In the next sections the concept of integration will
be examined with a focus on different levels of integration. This analysis can provide insights into what
levels of integration can be chosen to realize possible synergies. The chapter starts with explaining the
role of organizational integration in post-acquisition processes. Subsequently, the integration process
will be explored and then the different levels of integration and their implications will be analyzed. Also
links with other important integration issues will be shortly discussed. The chapter will end with a
conclusion about levels of integration and implications for synergy realization.
The integration process
The complex concept of integration can be seen as a process, consisting of different parts or phases.
Several ways of describing the integration process are found (Goshal & Bartlett, 1997; Birkinshaw,
Bresman and Hakanson, 2000; Barkema & Schijven, 2008; Bourke et al, 2000; Haspeslagh & Jemison,
1991, Jemison & Sitkin, 1986), of which three will be briefly discussed. Next, restructuring of business
units will be shortly discussed as it is a frequently seen activity during the integration process.
22
The integration process consists of a wide range of activities. Moreover, the order in which the activities
are to be carried out is not clear-cut. DePamphilis (2009) orders the activities of the integration process
into premerger planning, resolving communication issues, defining the new organization, developing
staffing plans, integrating functions and departments, and building a new corporate culture. These
categories of integration activities show resemblance with the preconditions for synergy that are set out
in the previous chapter, which proves again that synergy and integration are highly interrelated.
According to Birkinshaw, Bresman and Hakanson (2000), the integration process consists of task
integration and human integration. The authors developed a framework consisting of both concepts and
show their effect on post-acquisition performance. Task integration is about value creation through
realizing operational synergies, whereas the human integration process deals with creating a positive
attitude of employees of both firms towards the integration. Both concepts concern different parts of
the integration process, however it is argued that they are interrelated. The authors argue that the
integration process should concern of two phases or steps. In the first step, both companies keep their
autonomy while mainly focusing on the human integration process. The ‘real’ integration occurs in the
second phase, when employees are satisfied with the merger and business units are combined to
achieve synergies and knowledge transfer. This logic is visualized in the following figure:
Figure 2, Source:
Birkinshaw, Bresman
and Hakanson (2000)
p. 421
Goshal & Bartlett (1997) found a contrasting way of distinguishing phases in an integration process. They
found three phases, of which ‘rationalization’ is the first. This phase consists of actions aimed at the
structure, systems and processes of the firm. In the second phase, which they call ‘revitalization’, people
are motivated and stimulated to develop new competences and ways of cooperating. This order is
different from that of Birkinshaw, Bresman and Hakansson, who start with the human side and focus on
23
processes later. Goshal & Bartlett’s third phase is that of continuous change, in which both the firm’s
processes and social relations have to be improved continuously.
Concluding, it can be argued that integration is not a one-shot activity. Instead, it is a time consuming
process consisting of various phases. The fact that the integration process is explained in multiple ways is
another indication that we are dealing with a complex process, so that business leaders are facing
challenging mindbreakers to come with optimal solutions.
Restructuring
In order to benefit from synergies, the integration process often involves restructuring (Barkema &
Schijven, 2008) or reconfiguration (Karim, 2005) of business units to improve post-acquisition
performance. By any means, integration activities often come with changes in organizational structures.
Firms can use several approaches to change their organizational structure when necessary. Some
important restructuring methods found in the literature are given here. Restructuring can be defined as
a complex management task that ‘combines similar processes, coordinates business units that share
common resources, centralizes support activities, and resolves conflicts among business units’ (Hitt et.
al, 2001). When this definition of restructuring is compared to definitions of integration, some striking
similarities between the two can be noticed. This supports the view that restructuring is often at hand
during integration processes. Barkema and Schijven (2008) identified four types of restructuring or
recombination: creation, elimination, merger and split-up. “Creation” and “elimination” do not refer to
changes in the scope of a firm. Rather, they signify administrative modifications of the organizational
outline, implying changes in reporting relationships and responsibilities. ‘’Split-up’’ is the separation of
one division into multiple distinctive divisions. ‘’Merger’’ here means that two or more separate
departments are combined into one. Undeniably, this type of restructuring faces integration issues.
The goal of any restructuring activity after an acquisition would be to optimize a firm’s ‘organizational fit’
(Pablo, 1994; Barkema & Schijven, 2008). This implicates that the firm in the new form is better able to
unlock synergistic potential of its acquisitions. To achieve this organizational fit, the firm can choose from
different levels of post-acquisition integration, which will be analyzed in the next section.
As seen in the previous section on the integration process, restructuring can also be summarized as an
activity that can influence synergy realization and can take multiple forms. This implies managers have to
analyze how to use the concept of restructuring within their organization. Now the degree or level of
integration and its implications will be studied in the next section.
24
Levels of integration and integration approaches
It is now apparent that integration is a complex process, where many important decisions have to be
made. One of the crucial questions to answer is to what extent two organizations have to be integrated
in order to optimize performance. To put it differently: what is the right level of integration? In the
following sections first theories on levels of integration will be explored. Then the features of various
levels of integration will be analyzed. Also, reasons for choosing distinct levels are given and the
consequences for realizing synergies become apparent.
Pablo (1994), one of the best known authors on this item, defines level of integration as ‘the degree of
post-acquisition change in an organization’s technical, administrative, and cultural configuration.’ He
distinguishes three levels of integration, which will be used in the remaining chapters of this study: low,
moderate and high. Unrelated acquisitions are usually integrated at a low level, only sharing financial risk
and resourcing. In addition, some standardization will occur in administration, communication and the
basic management systems. Related acquisitions, which are more comparable to the case studied here,
are usually followed by moderate or high levels of integration. A moderate level of integration means
that both physical and knowledge-based resources will be shared between the firms. Moreover, some
structural changes in authority and reporting relationships will occur, often accompanied by some
cultural adaptations (Pablo, 1994). The highest level of integration is described as a situation in where all
types of resources will be shared. These include human, physical and financial resources and this is
facilitated by complete structural and cultural absorption of the acquired firm. This means that
operating, control and planning systems will be commonly shared and standardized. Another description
of levels of integration comes from Schweiger & Walsh (1990). They found that the level of integration
that is to be chosen is at some point of the continuum from autonomy to absorption. Here, autonomy
means that the acquired firm is not integrated at all or at least to a very low level. Absorption means that
the acquired firm is fully integrated, or at least to a very high level, within the acquirer.
Determinants of integration levels
Now the important question arises: What factors influence executives’ choices for low, moderate or high
levels of integration? The choice for the level of integration depends on the strategic, organizational,
cultural and political characteristics of acquisitions (Jemison & Sitkin, 1986; Pablo, 1994; Datta, 1991).
Examples of these characteristics that can influence the integration design include the sizes, qualities and
resources of the acquiring and acquired firm, and product and service relatedness between the acquiring
and acquired firms. The choice for the level of integration is not straightforward. Instead, tension could
arise between strategic and organizational motives (Datta, 1991). A strategic motivation for a high level
of integration could for instance be intensive sharing or exchange of crucial skills and resources that
leads to joint value creation and synergies (Datta, 1991). At the same time however, the acquired firm
could have the need to maintain its own unique organizational context to protect its core capabilities
25
that lead to the pursued synergies. In summary, it can be stated that numerous determinants from
various theoretical areas play a role in the complex and important choice for the level of integration.
Dimensions
In line with the views from the previous paragraph, Haspeslagh and Jemison (1991) identified two key
dimensions to determine the integration approach in their well-cited work. The first dimension is about
strategic capability transfer between the acquiring and acquired firm and is called ‘strategic
interdependence need’. Capability transfer can occur in the form of resource sharing, the transfer of
functional skills, general management capability transfer and combination benefits. Combination
benefits are automatically available after an acquisition, regardless of capability transfers. Examples are
financial synergies or greater bargaining power (Haspeslagh & Jemison, 1991). Since the
interdependence between two combining firms often causes resistance within the acquired firm,
because the acquired firm wants to keep its own identity, management of the interdependencies and
capabilities is a key process in integration. The second key dimension is called ‘organizational autonomy
need’, which is also described as the acquired firm’s demands for ‘no change’. Haspeslagh and Jemison
argue that firms should not just try to achieve acceptance of the acquired firm, but instead look at the
strategic value. In order to be able to determine the need for organizational autonomy, it is important to
find out whether autonomy is essential to preserve the strategic capability that is bought. If autonomy is
essential, the firm should determine how much autonomy is allowed for the acquired firm. For instance a
widely spread autonomy across the entire firm or isolated autonomy in just one or more departments.
Moreover, the buying firm has to analyze in which specific areas is autonomy important for the acquired
firm. This could for instance be the R&D department or other creative thinking departments.
After analyzing these key dimensions, firms can choose various approaches in their integration process.
Haspeslagh and Jemison identified four different approaches to integration, of which the ‘Holding’
approach is not relevant for this study because the level of integration is (close to) none. The other
approaches are preservation, absorption and symbiosis. Preservation means the acquired firm has a low
need for interdependence between the merging firms, but a high need for autonomy. The acquired firm
can learn from the acquiring firm and can enjoy the benefits of financial and managerial improvements.
Absorption is the approach when the situation is reverse: the acquired firm has a high strategic need for
interdependencies and a low need for organizational autonomy. In this situation integration is
maximized and the organizations, operations, and culture and fully consolidated. Symbiosis is the most
complex integration approach, since the acquired firm has both needs for strategic interdependence and
organizational autonomy. In this approach, the acquired en acquiring firm will slowly become mutual
interdependently. The objective is to create synergies through the transferral and combination of
capabilities, while still providing the acquired units some level of autonomy.
26
Figure 3 provides an overview of the author’s combined view on the works of Haspeslagh and Jemison
(1991) and Pablo (1994). Words in bold represent the integration approaches, the words below
represent the accompanying levels of integration. In the upper right box, the integration level is defined
as moderate to high. Reason for this is the fact that in a symbiotic integration, both firms gradually
increase the level of integration during a prolonged process.
Figure 3: Author’s view on integration approaches and levels of integration
Later work has complemented this approach, or renamed some of the integration approaches. Marks &
Mirvis (1998) name five integration approaches, based on the post-acquisition organizational and
cultural change that occurs in the acquiring and acquired firm. Absorption and preservation are similar to
Haspeslagh & Jemison’s framework. A reverse merger is a case that not often occurs; the acquired firm’s
way of working is leading after the acquisition. ‘Best of both’ is the situation when valuable features of
both companies are integrated. Transformation occurs when both firms find new ways to operate,
meaning that no old way of working prevails.
After analyzing these works, it could be argued that many determinants influence an organization’s
choice for a low, moderate or high level of integration. Organizational and strategic characteristics seem
to be to most influential in integration designs. The various integration approaches come with
accompanying levels of integration. The choices that are made will obviously lead to different
consequences, which will be briefly discussed next.
Consequences
When business leaders have completed the analysis of the determinants for the integration approach
and the level of integration is chosen, the consequences for the new organization will appear. It is
obvious that different levels of integration come with different organizational outcomes. Some
important relationships between levels of integration and their consequences are explained. High levels
of integration could enhance the realization of potential post-acquisition synergies by means of
increased interdependencies between the acquirer and acquired firm. On the other hand, high levels of
27
integration can result in inter-organizational conflicts and increased coordination costs. One explanation
that is often argued is that higher levels of integration lead to higher complexity, and possibly
organizational problems or negative synergies. ‘The higher the level of integration is, the larger is the
number of organizational units and functional departments in both firms that need to coordinate and
cooperate in order to achieve the desired structural, operational, and cultural unity. The number, the
frequency, and the interdependence of decisions and actions increase correspondingly, perhaps even
non-linearly, at increasing levels of intended integration between the two organizations’ (Zollo & Singh,
2004). The higher the level of integration, the greater is the disruption of pre-existing practices and
routines in both firms, which leads to a decrease in performance. Therefore, extensive integration brings
along a higher risk of failure. Chakrabarti and Mitchell (2005) find motives to choose for a low or
moderate level of integration where one or more departments are integrated to a certain level. In this
situation, goal diversity between employees of previously separately operating departments often exists.
This can lead to benefits, as the organization can see the results of various ways of operating, potentially
leading to new best practices. In addition, creativity, decision making and problem solving could be
enhanced by the presence of multiple views. In contrast, a high level of goal diversity can harm the
organization’s performance by raising the need for managerial attention and trough the costs of
inefficient activities. Again it can be stated that decision making in integration processes is a challenging
effort. It seems that high integration only leads to benefits when performed very conscientiously by
experienced specialists.
28
Conclusion
This chapter analyzed the concept of integration. It became clear that integration is a lengthy and
complex process consisting of various phases and activities, often involving restructuring of business
units. In their integration design, organizations can choose from three levels of integration: low,
moderate and high (Pablo, 1994). Research shows that authors identify multiple characteristics that
influence the decision for the optimal integration level. Organizational and strategic features get most
attention. Choosing for higher levels of integration brings greater risks and complexity, but this could be
offset by higher synergy value. In any case, integration is to be performed after extensive due diligence,
with careful planning, and with special attention for the organization’s competitive strengths. When
integration is successful, chances are high that greater synergy realization and consequently better postacquisition performance will follow. This logic is also represented in the table below, which shows that a
majority of the authors favours higher integration levels. In addition, the various determinants in
integration design described by the authors again highlights the complexity in realizing synergies.
Author(s)
Optimal level of integration to realize
Dominant logic in integration design
most synergistic benefits
decision to realize synergies
Low
Moderate
Pablo (1994)
High
V
Multiple theories, mostly strategic and
organizational tasks
Haspeslagh & Jemison
V
V
(1991)
Strategic capability transfer and
organizational autonomy need
Larsson & Finkelstein (1999)
Zaheer et al (2008)
V
V
Complementarities in combination potential
V
Sharing of similar and complementary
resources
Datta (1991)
-
-
Management style
Barkema & Schijven (2008)
V
Learning from multiple acquisitions
Zollo & Singh (2004)
V
Capability development
-
Sharing resources and management
Gruca, Nath and Mehra
-
-
-
(1997)
practices
Chatterjee (2007)
V
Reduce valuation risks and rely on a
repeatable acquisition process
Birkinshaw,Bresman,
V
V 
V
Task and human integration in two phases
Hakanson (2000)
Chakrabarti & Mitchell
V
V
Reduce resistance and corporate integration
(2005)
Figure 4: Author’s with preferred level of integration for realizing synergies, and/or dominant
logic in integration design
29
Chapter 4: Research methodology
Research Design and Data collection
This type of research can be described as a qualitative case study. Multiple conditions have made this
research a case study. According to Yin (1994), a case study is the preferred research strategy when a
‘how’ question is posed, the investigator has little control over events, and the focus is on a
contemporary phenomenon within a real-life context. All three conditions are present in this research. A
case study is also suitable when a broad range of conditions is incorporated in the study and the
organization is the unit of analysis (Jauch et al. 1980). Again, these conditions are met which provides
sufficient reasons to answer the research question by means of a case study method.
One concern about case studies that is often heard is that results provide little basis for scientific
generalization. The reaction to this concern is that results from case studies should be used to expand
and analytically generalize theories (Yin, 1994). In addition, a carefully chosen comprehensive research
design improves the value of the outcomes. In this study, this is done in the following manner. Primary
data was collected from internal management interviews, meetings, a brainstorm session and
observations during the internship. In addition, secondary, external data was collected from annual
reports of similar companies to gather important insights from previous experiences. For example
relevant data on synergy and integration from other large fashion retail organizations such as Maxeda,
MacIntosh and Inditex was analyzed. This formed a decent basis to focus this study on relevant issues. In
order to increase construct validity of this study, the tactic of using multiple sources of evidence is
applied, which improves the data and is in line with Yin’s triangulation ideas on case study research. The
sources of evidence include semi-structured interviews, brainstorm sessions, meetings, and multiple
informal conversations with employees. In addition, during later stages of this study financial overviews
from before and after the acquisition were provided to detect important areas for synergy creation.
Van Deursen Retail BV
The Van Deursen Group is a holding company located in Rosmalen with two divisions: one is an
investment and real estate company and the other is a fashion retail organization. This research will
focus on the latter organization, consisting of multiple retailers. Shoeby is a fashion retailer founded in
1981 with now 193 stores in the Netherlands and with establishments in Belgium. In 2006, Van Deursen
Retail BV acquired Lake Side: a clothing company strong in jeans with over 60 retail stores in the
Netherlands. In June 2009, Lake Side joined Van Deursen Retail’s new headquarters located in ‘sHertogenbosch, which has been Shoeby’s residence since December 2008. At VDR, shortly after the
acquisition the question arose which functions and departments to integrate and to what level in order
to generate synergies. At this point, integration is still a contemporary issue at VDR, as the organization’s
directorate wants to benefit from future synergies. Various departments are now operating at different
levels of integration. Both companies have different historical backgrounds and corporate cultures and
30
therefore different ways of working. Moreover, the companies have distinctive qualities and products
and are using different operational and controlling processes. This could mean that there exist
complementary resources that are a basis for synergy. In addition, Shoeby has a clear organizational
advance and much more experience apropos of Lake Side. Interestingly, the buying departments of both
firms do not cooperate at all at this point in time.
Sample
The sample consists of the 3 directors and 12 departmental heads of VDR. This total group of 15
respondents represents the entire management team of Van Deursen Retail BV and both Shoeby and
Lake Side are sufficiently represented in the sample. This way, the quality of the sample is improved
because (1) the opinion of all crucial members is represented and (2) data from all departments of both
Shoeby and Lake Side is included. During the internship, the researcher got full cooperation from the
entire management level which has resulted in the complete sample explained above. In addition, all
interviewees made time available for the research within two weeks in April 2010. This is another
indication of the present willingness to cooperate with the research, and minimized biases or maturation
effects created by time lags.
The sample is dived into groups in the following manner. The 15 interviewees are divided into four
distinct groups, according to their department’s characteristics. It follows that for instance results from
the Logistics manager correspond with the Logistics department, which is highly integrated. Groups A, B
and C represent departments with respectively low, moderate and high levels of integration. These three
integration levels were chosen based on Pablo’s theory (1994). It should be noted that the departmental
structure of Shoeby and Lake Side is not similar. Shoeby performs tasks for Lake Side, as it is a larger and
more experienced organization with more departments and functions than Lake Side. Also, some
departments already operate for VDR instead of for Shoeby or Lake Side and are therefore obviously
integrated at a high or even full integration level. These departments form the back-office and are placed
into sample Group C: Logistics, ICT, HRM and Administration. Departments that share resources or
activities to some extent are labeled as operating at moderate level of integration and placed into Group
B. This group includes Franchise Shoeby, Franchise Lake Side, Construction, and Marketing. Group A
consists of departments where cooperation is at a level close to zero: Purchase, Commerce Shoeby,
Commerce Lake Side, and Styling. These departments operate autonomously and are mostly creative or
commercial. Group D is a special group as it does not consist of departments with specific levels of
integration; instead it represents the three directors of VDR1. This group specifically provides data on the
precondition leadership and top management support. Moreover, this group provides general
information about the strategic intent of the acquisition, and the history and future of both companies.
1
The structure of the board of directors will be changed at the end of 2010: the entrepreneur will be replaced by
two new directors: a CEO and a COO.
31
The set up of the sample is depicted in the figure below.
Group A: low integration
Group B: moderate integration
4 respondents
4 respondents
Group C: high integration
Group D: directorate
4 respondents
3 respondents
Method
The first round of interviews consisted of individual meetings with all departmental heads. Later,
meetings with both Shoeby’s and Lake Side’s head of the commercial departments (see Appendices)
were hold to generate specific possible synergies. Furthermore, one brainstorm session with all
departmental heads of the service departments was held. The results were placed into the
corresponding groups and codified in order to detect patterns and similarities and dissimilarities
between sample groups. Results were tested on varying outcomes on the most important concepts of
this study. To start, results between groups were analyzed on the synergy types Efficiencies and
Enhancements. In other words, it was investigated whether departments operating at different levels of
integration discover a divergent prevailing group of synergies. Next, the most important preconditions
for synergy realization were analyzed within VDR. For instance findings on communication and
knowledge transfer were compared between the four groups. Subsequently, organizational outcomes in
the form of experienced problems and the optimal organizational structure for VDR, which implies the
desired level of integration, were studied through interviews and meetings with representatives from all
four groups. More specifically, a brainstorm session was held about a so-called Shared Service Centre
(SSC)2 to test the opinions about operating at high integration level. Finally, personal opinions about
future integration activities and synergistic potential were analyzed to discover further implications for
chosen levels of integration.
Validity and reliability
It is attempted to increase the validity and reliability of this study in several ways. To give a few
examples, all interviews had a semi-structured set up. The day before the planned interview, a list of
questions was sent to the interviewees for preparation on the subjects. Furthermore, all departmental
heads are represented in the sample, so for example availability did not play a role. Moreover, all
departmental heads can be typified as specialists in their field with much working experience and
company knowledge. This increases internal validity and makes the outcomes justifiable. In addition, the
2
A shared service is an accountable entity within an multi-unit organization tasked with supplying the business
unit, respectively divisions and staff departments with specialized services (finance, HR-transactions, IT-services,
facilities, logistics, sales transactions) on basis of a Service Level Agreement (SLA) with a costs charge out on basis
of some type and system of transfer price (Strikwerda, 2010, Shared Service Centers II: Van kostenbesparing naar
waardecreatie. Assen/ Den Haag: Van Gorcum/ Stichting Management Studies)
32
labeling of the departments into one of Pablo’s levels was achieved through meetings and analyses
together with one director and one departmental head that both have been working for the organization
for many years now. These ways of working make the outcomes repeatable and thereby increase data
validity. However, since this research is a case study, combined with the fact that every acquisition and
integration has idiosyncratic features, it cannot be concluded that the findings of this study can be fully
generalized to other settings. Moreover, the outcomes from meetings and interviews are dependable to
some extent on the people involved in this study. On the other hand, this study can contribute to the
knowledge of similar organizations that try to achieve synergies.
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Chapter 5: Results
As explained in the previous chapter, the sample for this study consists of four groups. Three groups are
based on the level of integration on the concerning departments. Group A is the group working at low
level of integration, Group B contains departments with moderate level of integration, and Group C
consists of highly integrated departments. Group D is the group of directors. This chapter is organized in
the following sections. First, results are shown for the synergy types Efficiencies and Enhancements.
Second, the outcomes on the present preconditions for synergy realization are given. Third, postacquisition organizational outcomes in the form of integration problems and the desired organizational
structure are presented. Finally, the groups’ overall opinions on post-acquisition integration and synergy
realization are reported. The set up of the different interviews can be found in the Appendices.
Synergy types
The results in the following two sections represent the outcomes on the synergy types that the distinct
sample groups identify as post-acquisition benefits. In line with the theoretical outcomes, possible
synergies are divided into Efficiencies and Enhancements.
Efficiencies
Groups A, B and C all named Efficiencies-type synergies as post-acquisition benefits. Results for Group C,
with a high level of integration, are slightly clearer on efficiencies than the other groups. In this group, all
respondents literally mentioned the word ‘efficiency’. In addition, the ICT manager stated:
‘We now need less capacity and staff to perform the same functions for both Lake Side and Shoeby’.
Results for Group A are slightly less explicit on Efficiencies; most interviewees named Efficiencies,
however one respondent did not mention Efficiencies at all. Thus, group results for A, B, and C are quite
univocal. It is apparent that group D, consisting of VDR’s directors, did not show explicit results for
Efficiencies. When asked for reasons for the acquisition, cost efficiencies were not mentioned.
Moreover, when the directors were asked about benefits for specific departments, again Efficiencies
were not clearly mentioned by all respondents.
Enhancements
For this type of synergy, results are more diverse between groups. In Group A, only two Enhancements
are mentioned. The head of Styling saw some possibilities for sharing knowledge and experiences. In
addition, Lake Side’s Commercial manager stated that:
‘The combination of the two firms can lead to faster organizational growth’.
Results for Group B show substantial more Enhancement-type synergies in the first meetings. Group C
was even more explicit; all respondents in Group C referred to Enhancement-type synergies. Terms that
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are used by the interviewees include ‘increased quality’, ‘more specialism’, ‘optimalization’, and
‘advanced systems’.
Concluding
Efficiencies are named by departmental heads from all levels of integration. From that result it could be
argued that the level of integration does not seem to play a role in discovering Efficiencies. The small
differences between the groups A, B, and C on Efficiencies could be explained by differences in
similarities and sharing activities between the groups. For example the Styling departments of Shoeby
and Lake Side work fully autonomously and there are no joint purchasing activities. Therefore,
Efficiencies on those departments were hardly possible. The outcomes on Enhancements can be caused
by reasons similar as for Efficiencies. The finding that departments with low levels of integration have
not experienced improvements because of knowledge sharing could hinder these departments’
managers to see Enhancement-type synergies. In contrast, increasing the level of integration to
moderate or high has led to cooperation and increased specialism at the concerning departments. This
has already improved performance on these departments. The notable finding that the directors not
mentioned Efficiencies, could be explained by the idea that the directors consider Efficiencies as too
obvious to mention and therefore focus on other organizational benefits. Another explanation is the
view that directors take a broader view on acquisitions than managers from operating departments.
Preconditions
In chapter 2, the most important preconditions for synergy realization were given. Here, the findings on
these preconditions at VDR are presented.
Results on leadership and top management support
First, the opinions of the directors will be presented and second, results on these outcomes for the
Groups A, B, and C will be given. On some issues, the directors’ opinions can be described as unified, well
informed and visionary. To illustrate, the three directors share the same vision on areas that should
generously benefit from synergies, such as Logistics and Administration. Moreover, the directors all find
that cooperation between Shoeby and Lake Side in general should intensify in the future. Furthermore,
the directors strongly agree on the idea that the creative departments should never be integrated at high
level:
‘Everything that touches upon the concept and DNA of either firm should not be integrated’.
On other important fields such as strategy and integration, results show a lack of clear and unified vision,
and underestimation of impact. For instance, questions about the reasons for the acquisition and the
planning of the integration process lead to divided results. In addition, the directors did agree on
intensified cooperation, but they mentioned different specific departments where this proposed
cooperation should take place.
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Group D assesses the integration process as:
‘So far so good’, ‘is improving’, and ‘pretty good but could have been done earlier’.
Next, the results from the departmental managers are presented. One of the outcomes from multiple
meetings and observations is that Group A and B have experienced fewest troubles with leadership and
directors’ communication, as these departments’ operations were hardly affected by the acquisition.
Namely, Group B with moderate integration hardly experienced changes in the daily practices.
Apparently, working routines on these departments have not been changed after the acquisition.
Most complaints about leadership in the sense of providing clear vision and intensive communication
came from group C:
‘Directorate was unclear towards departments about post-acquisition consequences and did not evaluate
with managers’
Results on integration team
From multiple conversations with involved managers it was concluded that there has never been a real
integration team or integration manager in place. Although a team was formed to prepare the
organization for the move to the new headquarters, this team was disbanded when the move was a fact.
A remarkable finding, as this moment can be seen as the time where the real integration could have
started and should have been managed. This ‘move team’ could have been changed into an integration
team when the move was a fact. Likewise, the function of integration manager was not created, so
nobody was made responsible for all integration activities. The described situation is arguably arisen by
the absence of experience with integration planning and managing integration processes.
Results on communication:
The interviewees were asked to comment on the communication about the acquisition and integration
activities from the directorate and top management to the rest of the organization. Furthermore,
respondents gave insights into the communication between departments, especially between similar
Lake Side and Shoeby departments.
The directors (Group D) seemed to underestimate the importance of extensive, open and repeated
communication using multiple tools. Because of speed of decisions and work pressure, communication
was not a priority during the first months after the acquisition:
‘Because of time pressure during the move of the back-office, we perhaps communicated too little to our
staff’
In meetings during this study, directors acknowledged that this has lead to confusion and a lack of clarity,
and declared the intention to improve communications in the following periods.
36
Groups A, B, and C agree that communication was very concise. There has been some communication to
both staff and internal stakeholders about the acquisition, but not in a planned or coordinated way.
‘We only got one e-mail about the acquisition itself, with no messages about the consequences or ways
to handle this’
Results on how the concise communication is experienced by Groups A, B, and C show mixed results.
There are mixed experiences within all three groups, so the communication efforts seem to have a
personal impact rather than a group impact. For instance some respondents found the e-mail sufficient
as ‘it was just a message without further impact’. However, the most negative assessment on the
communication around the acquisition comes from the HRM department, belonging to Group C. An
important result, since this is a fully integrated department with focus on employees and possibly with
more knowledge on how to communicate with employees.
Respondents from Group A and B, with managers of departments with integration level low or even
zero, were more reticent to cooperate than Group C. Mutual communication in the form of physical
meetings improved this willingness to share and cooperate. When departmental heads from groups A
and B became better informed about each others’ activities, they saw more synergy potential and fewer
dangers. The marketing department is a good example of this process.
Results on organizational learning:
Questions about organizational learning and knowledge transfer were asked to all sample groups. In
general, it is tested whether organizational learning is mentioned as possibly synergy. More specifically,
groups were asked what Lake Side can learn from Shoeby and vice-versa.
All groups unanimously agree that Lake Side can learn a lot from Shoeby. This result is not surprising, as
the facts point out the great lead in knowledge and expertise that Shoeby has in many operational and
organizational fields, which is confirmed by all respondents. Interestingly, Groups B and C mention
organizational learning as a post-acquisition organizational benefit substantially more often than Group
A. Surprising results are found when asking what Shoeby can learn from Lake Side. Group A, with low
integration level, names substantially more possibilities than Groups B and C.
Group D does not have a focus on organizational learning or knowledge transfer. One director argued
that a reason for the acquisition was to ‘exploit our retail knowledge’, and exchanging knowledge is
referred to once or twice when talking about ‘leveraging quality’. However, concrete plans or policies to
increase organizational learning have not been observed during the study.
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Concluding
Below, the results on preconditions are summarized and interpreted to clarify possible reasons for these
outcomes. The findings will be discussed in the same order as above: first leadership, then the
integration team, third communication and finally organizational learning.
Groups at increasing levels of integration have experienced more problems because of ambiguous
leadership, which can be explained by their increased complexity. Consequently, integration level seems
positively correlated with the need for clear leadership. Leadership definitely plays an important role in
the integration process and consequently the opportunities for synergy realization. The absence of an
integration team and integration leader can be seen as a missed opportunity. In retrospect, more
knowledge about integration could have lead to the move team developing into an integration team.
Results on communication show similar results with leadership. From the results it can be argued that
providing clear communication towards employees is indeed one of the essential tasks of leaders in postacquisition integration processes. This type of communication was assessed as concise by all groups.
Individuals coped differently with this result, but the need for more extensive communication was
frequently heard, especially from the fully integrated HRM department. This is in line with the need for
clearer leadership. Another communication type, interdepartmental communication, influences the
willingness to cooperate between departments. In Groups A and B, with very little interdepartmental
communication, this willingness was observed to be smaller compared to Group C.
The low frequency of communication was greatly caused by the fact that respondents with low and
moderate integration did not see much ground for joint efforts, which is in line with Vizjak’s (1994) view.
However, it should be noted that it cannot be concluded that flawed communication leads to employee
resistance, as this attitude was not observed during this study. Moreover, the willingness to cooperate
improved because of increased communication and joint meetings.
Organizational learning is not yet a corporate policy. On first thought, Shoeby and Lake Side were to
operate as autonomously as possibly, which hindered organizational learning. Knowledge transfer only
took place ‘automatically’ when working routines were adopted from the other firm, mostly by Lake Side
from Shoeby. Surprisingly, departments with low integration level named more learning possibilities for
Shoeby from Lake Side than departments with higher integration levels. A possible explanation for this
surprising finding could be that respondents from Group A did not experience integration problems
themselves, and therefore focussed on positive learning experiences from the other firm. Another
reason could be the quality difference between both firms. On integrated departments, the dominant
firm Shoeby determined working practices and was perhaps not open-minded to learning possibilities
from Lake Side. Possibly, organizational learning will get more attention in the future now realizing
synergies is one of the new organization’s goals.
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Organizational outcomes
The following sections report results on the integration process for the organization. The first section
shows the results that the four sample groups provide on integration problems. The next section
contains results for the desired future level of integration, according to groups A, B, C and D.
Problems with integration
In this section, a distinction is made between actual problems that have already occurred in the first
post-acquisition period and possible future problems further in the integration process. First, the
integration problems that actually occurred will be given. One finding from many conversations is that
most integration problems occurred within Group C departments during the first months after the move.
Interviewees made clear that due diligence was not carried out on issues such as integration, synergy
possibilities, and corporate cultures. Because of unforeseen events, which are further explained in
chapter six, the back-office had to be integrated precipitately and in a very short time frame. Second,
problems identified by all groups that could emerge in the integration process are reported. It is
important to clarify that these are feared problems, which have not yet clearly emerged in practice.
Groups A, B, C, and D agree that the largest possible problem that could arise is that the concepts and
identities of both Shoeby and Lake Side will merge. The strong opinion in all four groups is that this
should be prevented, since Lake Side should keep its own ‘DNA’ and corporate culture. Furthermore,
inefficiencies are mentioned as possible future problems in Group A twice, once in Group B, and not in
Group C. This can be explained by the fact that similar departments form Lake Side and Shoeby that are
now operating separately, see duplications of activities that could be carried out more efficiently with
higher levels of integration.
The directors in Group D see most possible integration problems arising in the soft sides: negative
emotion, feeling, fear for rivalry, turbidity, and work pressure are the possible problems that Group D
identified. Again, these are not real problems that are obviously present within the organization. Instead,
these problems could occur when the integration would be managed poorly.
Organizational structure: level of integration
Results on the optimal organizational structure first need some extra clarification. The desired level of
integration in the eyes of the interviewees will be a strong determinant for the ideal organizational
structure. Moreover, answers to the question ‘How do you see the joint future of both companies’ gives
insight into the optimal organizational structure. The brainstorm session about an SSC with maximum
level of integration and several observations and meetings provided further insights into the most
suitable level of integration and thus organizational structure.
All four sample groups indicate that in general the level of integration can rise in the future. Even
stronger, all 15 respondents see possibilities for increased integration. Within groups, different opinions
exist about the areas and departments that could intensify cooperation. The back-office, consisting of all
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service providing departments, is mentioned most often as the area where further standardization of
processes, cooperation and integration is possible. More specifically, the Construction department is
mentioned several times by different sample groups as a department that should be integrated to a high
level.
The discussion about an SSC, which was held at a later point in time, provides some interesting results.
Group D did not see clear motives to change the organizational structure for the service departments
into a maximum level of integration. This is not surprising, since the organizational structure would
otherwise be under change already. When analyzing the results from groups B and C, significant
differences appear. Group B shows mixed results, with only one strong ‘yes’ in favor of a change into
maximum level of integration, and only one strong ‘no’. The other two answers were ‘only in case of
substantial growth’. In Group C, 3 out of 4 respondents answer with a strong ‘yes’, and the other ‘only in
case of substantial growth’. This indicates that although Group C suffered from most integration
problems early on, perception of this group is now that higher levels of integration lead to more
benefits. Examples of these benefits that were mentioned include ‘more specialism’, ‘clarity’, ‘efficiency’,
‘increased organizational learning’. Interestingly, Group B does not discover more possible benefits than
‘clarity’. One other explanation for this could be that Group B is operating smoothly already and does not
see the need to change. Group C, which is operating slightly less satisfactorily, could have a greater
desire for change in the hope performance would increase.
Concluding
Most actual integration problems were caused by insufficient integration planning in combination with a
high level of integration. Fortunately, now most of these problems are solved. Possible future problems
lie in soft areas and are based on emotions. A fully merged corporate concept and culture is seen as the
biggest threat to both firms. Nevertheless, all groups share the opinion that further cooperation and
integration will lead to further synergistic benefits. From the results on the discussion about an SSC it can
be concluded that departments with higher levels of integration have experienced more benefits of
extensive integration and are more optimistic about a highly integrated organizational structure. Hence,
even after experiencing integration problems, increasing levels of integration are preferred because of
greater synergistic possibilities.
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Groups’ experiences
The last two sections report the personal experiences of the interviewees. The next section presents the
findings on perceptions about the acquisition itself and the integration process. The subsequent section
reports results about the view on the future, and tells us something about the preferred way to proceed
with the integration.
General perceptions: attitude and satisfaction
Perceptions about the acquisition itself and post-acquisition integration are predominantly positive in all
groups. Nice to notice is that the researcher experienced much approval about the fact that research
was conducted on the acquisition, integration, and synergies. Interviewees reacted open minded
towards this study and seemed very motivated to speak about these subjects. First reactions towards
this study can be summarized by one quote from an employee:
‘Very good that this study is carried out and a nice challenge!’
If the results between the sample groups are analyzed, one group stands out that assesses the
acquisition and integration substantially more positive than the other groups. This is Group B with
moderate integration. In this group, no single respondent particularly mentioned negative outcomes.
Instead, reactions were very positive and just one manager reacted neutrally, since the acquisition made
no real differences to her daily operations.
Group A contains one neutral reaction, two neutral to positive reactions, and one positive reaction. This
group sees the benefits of the acquisition, but criticizes the implementation of the integration. Group C is
slightly less positive than the other groups. The Logistics department was the only department that was
very well prepared for the integration of multiple firms. The Logistics manager typifies the integration of
his department as ‘smooth’, but noted problems at the HRM and Administration departments. These
departments themselves report difficulties during the first integration period, as noted earlier. Reactions
from HRM can be summarized as ‘We have got a long way to go in some fields’.
View on the future
As seen before, there is wide consensus among all four groups that intensified cooperation and thus
higher levels of integration can lead to better performance. In Group C multiple reactions report a
precondition for intensified cooperation; Brand managers or ‘concept guards’ are needed that define the
areas where cooperation can be beneficial. The departmental heads particularly name future
improvements for their own fields. Therefore, many possible areas for future synergies are discovered,
without a clear focus on one or two essential areas. This outcome is also seen in Group D. All three
directors name multiple and different possibilities for intensified cooperation. One of the reactions was:
‘Only the concepts, styling, and collections should be separate, all the rest can cooperate in the future!’
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Concluding
General opinions from all sample groups show a widely spread positive attitude about future
cooperation, integration, and realizing many synergies. The fact that many varying areas are mentioned
could be explained by the fact that a clear vision on the future has not been expressed yet. The need for
brand managers can also be described as a need for more leadership and clarity about the synergistic
possibilities that are beneficial to both firms.
Conclusions from results
Synergy types
It seems that when asked for synergistic benefits, at first glance employees automatically think of
Efficiencies, regardless of their actual experiences with Efficiencies or the integration level they work at.
Observing the results on both Efficiencies and Enhancements, it could be concluded that after an
acquisition, more focus tends to be on Efficiencies-type synergies than on Enhancement-types. However,
at increasing levels of integration, managers seem to include Enhancement-type synergies in their
thinking and handling. Moreover and quite interestingly, interviewees working for departments with
higher levels of integration also identify more synergistic benefits than their colleagues from less
integrated departments. This could be explained by one of Johan Cruijff’s wisdoms: ‘Je gaat het pas zien
als je het door hebt’, freely translated into: ‘You will only see it when you understand it’. Translated into
an M&A setting, the following conclusion is obtained: One first need to be informed about synergistic
possibilities, or preferably experience synergistic benefits to be able to discover new future synergistic
benefits that will help to improve the organization.
Preconditions
From the results it can be argued that the four essential preconditions are interrelated. Since directorate
is most powerful and is able to influence other important preconditions, the precondition leadership and
top management support is arguably most important. When leaders and top managers commit
themselves towards enhancing the integration process, there is a bigger chance that for instance an
integration team will be formed and communication will improve. Results from Group D indicate that for
the larger part, the directors know what takes place at the departmental level and what consequences
the acquisition has had. However, the outcomes also show incoherence between the directors’ opinions
and dissimilarities with opinions from groups A, B, and C. This makes that VDR’s leadership and top
management support can be typified as knowledgeable, but cannot be labeled as uniformly and actively
supportive towards integration.
Another finding on the four essential preconditions is that they become even more apparent with
increasing levels of integration. As described in the theoretical chapters, high levels of integration come
with increased complexity and higher risks of failure (Zollo & Singh, 2004). This explains a higher need for
managerial attention and leadership of Group C with departments with a high level of integration.
Unfortunately, results on an integration team are unavailable. From the literature it has already been
42
concluded that this team has an important function in integration processes, specifically when
departments are integrated at high level. Communication is described as concise and not sufficient
towards employees. Again, this sound is most evidently heard from Group C. The lack of sufficient
communication can be the result of the fact that nobody was made responsible. This situation could
possibly have been avoided when a dedicated integration team with a strong integration leader
operated during the whole process. Organizational learning is mentioned in several ways by the
interviewees as a possible synergy, but substantially more often at increasing integration levels.
Organizational outcomes
The combination of insufficient planning with a high level of integration proved to be a troubling one.
The highly integrated departments solved most of the problems and now see even more benefits of
increased cooperation and integration than departments with lower levels of integration. Future
problems that are mentioned by Groups A, B, and C are mostly emotional ones and since the directors
are well-aware of these issues, future integration problems can be minimized so that more synergies can
be enjoyed.
General opinions
It can be concluded that the departmental managers show an obvious willingness to improve VDR’s
results by realizing synergies for Shoeby and Lake Side. This positive attitude towards realizing synergies
by means of increased cooperation and integration forms a solid basis to actually benefit from many
synergies in the future. The fact that Group B with moderate integration is most positive about the
acquisition shows that integration is beneficial, but it needs to be implemented very carefully in order to
prevent organizational problems. The need for improved guidance in the integration process could be a
result from insufficient leadership and communication. When integration runs smoothly, employees
become increasingly positive about realizing further synergies. Implications of these findings will be
further discussed in the next chapter.
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Chapter 6: Discussion and Conclusions
This study was performed to discover the synergy potential of an organization in a post-acquisition
period. In addition, the integration process was analyzed to be able to give the organization
recommendations about the next steps that are to be taken in order to realize actual synergies. This final
chapter is organized as follows. First, the findings from the literature and case study are presented. Next,
managerial implications are reported and lessons learned for next cases are provided. This chapter ends
with the limitations of this study and suggestions for further research.
Literature findings
Firms can accomplish multiple synergies in post-acquisition periods. It is found that these synergies can
be categorized into two groups: Efficiencies and Enhancements (Zaheer et al, 2008). Efficiencies include
synergies that are to reduce costs by sharing similar resources. Examples include sharing managerial
experience and exploiting buying power. Enhancements are the synergies that are value-enhancing
because of increased quality. Examples are knowledge transfer and improving processes by selecting
best practices. Hard work is needed though to uncover synergistic benefits, since organizations
experience several problems in realizing synergies. The most common ones include overestimation of
synergistic benefits, poor due diligence, corporate culture clashes and underestimation of the time and
resources needed. These problems can be prevented by creating and effectuating the four preconditions
that are most found in the literature on integration and synergy realization. These essential factors are
leadership, the integration team, communication and organizational learning.
The two firms involved in an acquisition need further coordination to exploit synergies. Sound
organizational integration is seen as an essential determinant for synergy realization (i.e. Larsson and
Finkelstein, 1999; Haspeslagh and Jemison, 1991; Zollo and Singh, 2004). There is no single best way that
always applies to integrate two firms in order to benefit from synergies. Integration is very situation
dependent and every integration process is a lengthy and complex one that has its own idiosyncratic
features. One important decision in the integration process is the choice for the optimal level of
integration. Firms can choose from low, moderate or high levels of integration (Pablo, 1994). It is found
that increasing levels of integration can lead to more synergies, but this is arguably balanced by
increased complexity that can lead to negative synergies if improperly managed. Yet, there are wellsupported guidelines for successful integration that lead to synergy realization. One of the most
important findings is that the level of integration should fit to an organization and its strategy (Datta,
1991; Haspeslagh and Jemison, 1991). Also, integration planning and monitoring improves the
implementation of the integration process. The presence of the preconditions for successful postacquisition performance at VDR was studied and the results are discussed next. Moreover, conclusions
from this case study on the relation between the level of integration and other important synergy and
integration issues are presented in the next sections.
44
Case findings:
General observations
The situation is moving from one with mostly acquisition-like features to a situation with more mergerlike features, where people and departments are increasingly working together and take over each
others’ practices. Two unforeseen events that negatively influenced the preparation of the acquisition
and integration were (1) one of Lake Side top directors quitted during the acquisition’s deal-making
process and (2) Lake Side’s back-office was malfunctioning at Lake Side’s previous headquarter because
of illness of crucial employees.
Synergy types
All interviewees and consequently all sample groups discovered many possible synergies. However,
more synergistic benefits were discovered at higher levels of integration. This is evidence that
cooperation opens the eyes to more joint benefits. The outcomes further show that Efficiencies
immediately come into mind after an acquisition and that this type is seen as obvious by all groups. It
seems apparent that reducing costs by combining activities and sharing resources and similarities are
seen as ‘logical’ post-acquisition benefits. However, realizing substantial Efficiencies needs higher levels
of integration, as averting duplication and utilizing buying power are not possible without integration.
Value-enhancing Enhancements need more preparatory work; these synergy types are only discovered
after a deep analysis of possibilities3 at departments with at least a moderate level of integration. At high
level of integration even more Enhancement-type synergies are detected. Intra-organizational learning
by means of knowledge transfer could spread the discoveries of Enhancements, so that departments
with low or moderate level of integration can also create Enhancement-type synergies.
Preconditions
This case proved that leadership is of vital importance for realizing synergies. Clear leadership and top
management support influence the other essential preconditions communication and organizational
learning. Results uncovered the need to align the directorate’s vision on integration and synergy
realization, which could be done in cooperation with an integration team. This would reduce uncertainty
about the way to handle the acquisition. Results on communication support the theory that extensive
communication is a precondition for synergy realization (Nguyen and Kleiner, 2003). Especially results on
inter-departmental communication showed that intensified communication can lead to increased
synergistic potential. Moreover, this study showed that departments with higher levels of integration
indeed have stronger needs for clear leadership and extensive communication about integration and
synergy.
3
Enhancements were not named during first meetings at moderate and high levels of integration. Only after
further information sharing and analysis of possibilities, the commercial and creative departments saw multiple
Enhancements. See Appendix X
45
Organizational outcomes
Most organizational problems have occurred at highly integrated departments, where daily routines
suffered from integration difficulties because of insufficient preparation. This outcome confirms the
complexity of organizational integration processes and the requirement for proper due diligence and
planning. Cultural differences between both firms were acknowledged by all groups, but these
differences have only lead to feared problems rather than real problems.
Perceptions
All interviewees showed a willingness to increase the level of integration, sharing and cooperation on
every department that does not ‘touches upon the corporate DNA of either firm’. Moreover, all groups
are clearly positive about the possible synergies; benefits for VDR because of these synergies were
acknowledged by all groups. One important result is that departments operating at moderate level of
integration are most positive about the acquisition itself. Meanwhile, departments operating at high
level of integration declared a willingness to maximize the level of integration and cooperation in order
to further improve the organization’s efficiency and specialism.
In the next figures, the outcomes from this study described on the previous page are represented. The
left figure (x) presents the results from the amount of synergies found by the departmental heads during
the first meetings, grouped according to the three distinct levels of integration. It shows that increasing
levels of integration are accompanied with increasing numbers of synergies found. This increase is
mostly due to more Enhancements found at increasing levels of integration. In addition, the creative
departments with currently low levels of integration see slightly less possible Efficiencies.
The right figure (x) depicts the general perceptions about the acquisition. All integration levels assess the
acquisition as positive, but departments with moderate integration are most positive. This is because
these departments see many benefits of the acquisition and have not suffered from large integration
problems.
Enhancements
Efficiencies
Acquisition
Assessment
positive
Low
Moderate
High
Low
Level of integration
Figure 5: Synergy types named during first meetings
Moderate
High
Level of integration
Figure 6: General opinions about the
acquisition
46
In this study it is confirmed that the preconditions leadership and communication play an important role
during integration. The higher the level of integration, the stronger the negative impact of insufficient
communication from the directorate on departments. Consequently, it can be concluded that the
essential preconditions for synergy creation, in the form of the need for clear leadership and extensive
communication, become increasingly important at higher levels of integration. Conclusions about the
third precondition, the integration team, in relation to levels of integration cannot be drawn. The fourth
precondition, organizational learning, can take place when triggers activate the motivation to do so.
According to Dyck and colleagues (2005), these triggers include coordination, documentation and
learning-by-doing. There certainly is room for improvement at VDR, since the results show that there are
chances for organizational learning and many departments have not yet realized mutual learning.
In summary it can be argued that many findings from the literature are confirmed in the VDR case. On
the other hand, some remarkable findings were perhaps unforeseen and this supports the idea that
integration and synergy realization are case specific mind breakers. The most important consequences
for VDR’s organization and lessons learned for future acquisitions will be presented in the next section.
Managerial implications and lessons learned
Here, practical implications for VDR’s directorate and top management are presented. The most
important outcomes of this study are summarized and advices are given to optimize the current
integration and to benefit from the lessons learned for future acquisitions.
Looking back at the Lake Side integration, it appears that the directors and managers did a great effort in
optimizing the current process. Though, post-acquisition performance could have been better when a
greater effort was put into pre-acquisition activities such as due diligence and integration planning
(Datta, 1991). Therefore, one of the main recommendations for VDR is to ensure a detailed preparation
and analysis for every next acquisition, integration, or synergy activity. VDR’s employees have discovered
many unrealized synergies that can be exploited in the coming years. Many departments can benefit
from cost-reducing Efficiencies when duplications of activities are minimized and joint buying power is
utilized. Value-increasing Enhancements can also be exploited in all departments. Most cited
Enhancements include increased knowledge and quality through organizational learning. Importantly,
the attitude towards realizing future synergies within VDR is very positive.
The four essential preconditions are not yet all present, which hinders synergy realization. Thus, one
recommendation to VDR’s top management is to ensure the four essential preconditions to be
sufficiently present as soon as possible. A good option is to start with clear and involved leadership, since
this precondition can further influence the preconditions communication, integration team and
organizational learning. Point of attention is to provide a clear vision on the shared future of both Lake
Side and Shoeby. A next recommendation is to clearly communicate the new joint vision internally to all
employees, so that the weight of integration and synergy becomes widespread. It is better to set up a
47
communication plan together with Marketing and HRM that informs staff widespread about all future
acquisition, integration, and synergy activities. This improved communication could come in the form of
earlier and intensified messages using multiple communication channels. This advice is in line with
Birkinshaw, Bresman and Hakanson’s (2000) human integration approach, which is to first highlight the
future benefits of the acquisition to employees and the active role the employees can play in making it a
success. To continue, a good option is to install an integration or synergy team with an integration
manager, that are made responsible for the integration process. Furthermore, VDR can facilitate more
opportunities for co-working, mutual learning and knowledge transfer to be able to further enjoy
possible synergies in the future. The first chapters showed that after an acquisition, a competitive
advantage can be created by means of knowledge transfer and organizational learning (Argote and
Ingram, 2000). For that to happen, mutual trust in both parties’ intentions and competitive strengths
needs to increase and this could be done by sharing experiences and communicating success stories,
along with top management support. Other examples that can enhance and structure opportunities to
cooperate between Shoeby and Lake Side include joint brainstorming and collective meetings to
exchange best practices. These structured meetings will lead to the transfer of knowledge and generate
ideas about possible future synergies. An additional recommendation is to use the tacit knowledge of
experienced staff. For instance, it is important to retain staff members of the -to be- installed integration
team to exploit their knowledge in future cases. Furthermore, codification of the current integration
process makes explicit learning possible in the future. For example, a manual for the integration of a new
business unit, containing a checklist with vital actions and points of interest could be created.
In other words, continuous monitoring (Sudarsanam, 2002) and codification (Zollo and Singh, 2004) of
the integration process are activities that could improve future integration activities.
As there is no experience from previous similar acquisitions, the in-house knowledge about integration
processes is low. Consequently, there is no codification of earlier similar cases. In line with Zollo &
Singh’s view, the absence of acquisition experience at Van Deursen Retail BV is a valid reason to start
with low and moderate levels of integration and to only increase the level of integration step by step.
This means, the time for a radical change of the organizational structure, for instance with a SSC, has not
arrived yet. However, setting up a new separate Service Centre with full level of integration is a serious
option to consider when the integration process has passed on to a higher level of integration. With a
successfully implemented high level of integration, the organization can enjoy many benefits of synergy
in the future.
As VDR’s current strategy is focused on growth while improving efficiency, a situation that needs both
Efficiencies and Enhancements, corporate management faces a complex process to realize all possible
synergies. Increased management attention is essential to cope with this challenge. Therefore, another
advice is to maintain a sufficient level of organizational slack to minimize distraction from other
businesses, enable innovation and flexibility, and provide a protective buffer from change (Gary, 2005).
48
But logically, too much slack should be prevented, since then efficiency will suffer. Moreover, the
installment of an integration team and the forming of a SSC can help to continuously focus on realizing
these synergies.
In general, the recommendations can be summarized into highlighting the need for more focus on
realizing synergies. More specifically, lessons learned include an intensified preparation, increased time
allocated to the integration process and ensuring the preconditions are present. In order to optimize the
combined organization’s future important decisions, it is better to contain an analysis with possible
benefits for all firms involved. To put it differently, point of attention is that future discussions and ideas
have a positive impact on VDR in total, by looking at the consequences for both Lake Side and Shoeby. A
good example of this way of thinking is found at the Logistics department, which is designed and
prepared for a possible joining third firm. Another example where this mentality currently prevails is the
Web shop, which is organized as a separate entity. This entity is now improving Shoeby’s web shop,
while taking the launch of Lake Side’s future web shop into mind.
Below, the most important lessons learned and advices for this integration and the next acquisition are
summarized:
Lessons learned

Strategically align any acquisition with VDR’s long-term vision

Ensure that the four essential preconditions for synergy realization are present:
o Clear leadership
o Extensive communication
o Functioning integration team
o Organizational learning

Carry out an extensive due diligence containing financial, cultural, and synergistic
issues

Include synergy realization in the corporate mentality

Increase the level of integration step by step, following an integration planning and
monitoring the process
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Limitations and future research
Some limitations of this study make that the outcomes have to be handled with notice. As an example,
the research setting could have lead to overoptimistic results. The fact that the company owner was
involved in setting the direction could have biased employees by looking less at possible negative effects.
Furthermore, only opinions from departmental heads and directors are included in this study. This could
be a limitation, since these staff members have shared goals and not all employee layers are included.
Even in recent literature, authors on integration processes and synergy realization report mixed findings.
This indicates that a deeper understanding of these business concepts is still needed. The literature with
findings from case studies on determinants for synergy realization is relatively small and could be further
extended. Future research could focus on areas that this study touched upon. For instance an interesting
field of research could be the impact of an operating integration team on departments with various
levels of integration.
A possible second acquisition by VDR in the future could be the basis for further research to study
whether the presence of the preconditions or acquisition experience enhances synergy realization. In
addition, a repeated case study in the future could indicate whether the proposed synergies are actually
realized, and could analyze the deeper reasons for success or failure.
50
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