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Nachfolge-Strategie: Warum das beste Unternehmen das ist, das man behalten könnte

Succession strategy: Why the best company is the one you don’t want to sell

Preferably 65 years old!

“We prefer 65-year-old CEOs and owners who want to sell their company. We generally do not accept mandates from anyone under the age of sixty.” It is rare to encounter such a pointed definition of a target group. Admittedly, it sounds rather uncompromising when this M&A consultant describes his ideal clients.

From his point of view, this makes perfect sense. The closer the CEO and owner gets to retirement age, the greater the pressure to act. Opinions always differ when it comes to the purchase price – especially when it is one's own life's work. However, if there is no time pressure to sell soon, deals often fall through just before the finish line. This happens more often among those under 60, who think to themselves: “I'll just keep going for another five years.”

Is that understandable? What is strategically clever for the M&A advisor proves to be less advantageous for the CEO and owner. Shortly before retirement, the scope of options narrows dramatically. Then, in most cases, the only option left is to sell. But is that really the best solution? For everyone involved? For customers, suppliers, and employees?

A look at M&A activity among small and medium-sized enterprises shows that, alongside digitalization, succession is one of the most common triggers for a transaction. This is reason enough to take a closer look at this issue and clarify key questions: Is a sale really necessary? What alternatives are there? What are the next steps? And when should you start?

What are the reasons for selling all or part of your company? When does it make strategic sense? Let's address these two questions first. The following situations, which have occurred repeatedly in recent years, provide possible answers.

Financing – Transformation costs money

Without adequate financing, any transformation remains a pipe dream. This does not refer to companies in acute financial distress or even insolvency. Their restructuring would also require considerable resources, but that is another chapter – in another article.

No, the focus here is on companies that are doing well financially. Nevertheless, the available cash flow is often insufficient to cope with necessary or sensible changes. The situations for this are manifold.

For example, an automotive supplier wants to move away from combustion engine components and switch to electric mobility. After all, not everyone just produces bumpers. This portfolio metamorphosis usually requires new technologies that demand different expertise than before. The transformation is rounded off with new production technologies. This is not only a major mental shift, but above all a very expensive one.

New production facilities are established for a variety of reasons. Relocating production abroad is only one motive. Sometimes existing premises are bursting at the seams, rental or lease agreements are expiring, or regulations are forcing a move. Depending on the scope of the project, parallel continued operation to ensure continuous customer supply, and possible social plans if the locations are too far apart, considerable financing requirements arise. In the case of fully automated production, the sums quickly run into the high double-digit millions — even the most experienced CFO pauses to think about that.

Added to this are industries in the midst of market consolidation. Often, one company starts the process, and all the others are forced to follow suit. In order not to be left behind or to be “swallowed up” themselves, the only option is to actively acquire competitors. This, too, cannot be done without the appropriate financing.

These are just a few examples of how successful companies can face significant financing challenges. These challenges can result in a sale or partial sale. Ideally, however, in such situations, the company should not just bring an investor on board who merely provides the necessary capital.

Skin in the game

The company is now in the comfortable position of having secured financing for upcoming changes, whether through moderate transformation costs, sufficient cash flow, or a generous investor. However, depending on the transformation project, money and leadership alone are not enough. The right expertise and experience are also required.

Digitalization provides a prime example of this. Without the necessary expertise, it is virtually impossible to even select and recruit the first suitable digital expert. Production relocations are highly complex and fraught with pitfalls. Anyone who wants to avoid these should bring the relevant expertise in-house.

A few years ago, there was a DIY-store supplier that had been successfully run by the same family for decades. It could have continued like this for several more years. Fortunately, the family recognized the need for change in their own company in good time. Even though all sales managers were equipped with smartphones, sales were somehow still stuck in the 1980s. Fit for the future definitely looks different.

The family was also aware that they lacked the experience to make such changes to the organization, not to mention the internal expertise in the company. The solution? They sold 50% of the shares to a private equity fund with the relevant specialization. This not only brought expertise and experience on board, but also many helping hands to support the transformation process. Not to be underestimated: the board now included a representative with sufficient skin in the game, so that they didn't turn back halfway just because it was getting tough.

With secure financing and the right mix of expertise and experience, any necessary transformation can be mastered, the company can be positioned for a sustainable future, and substantial additional value can be generated along the way. Is that the end of the story? Not at all — it could well continue.

Stepwise exit

Those who proceed skillfully and have brought a private equity investor on board for one of the two reasons mentioned above can elegantly use Private Equities’ investment logic to their advantage. Private equity funds typically sell their portfolio companies after a holding period of five to seven years. In this sales process, which is usually professionally orchestrated thanks to private equity experience, it is then possible to completely exit one's own company and enter retirement.

A service company with an plain me-too strategy was facing precisely this situation. It was unable to make the leap into the growth phase on its own. The founder and owner was planning to retire in the next 5-10 years. However, in its current state, the company was hardly saleable.

He brought a professional investor on board at the right time, who contributed both expertise and financing for the upcoming changes. Together, they prepared the company for the growth phase and took the first steps toward expansion. After just under seven years, the company was sold in its entirety to the next investor, who was able to immediately devote himself to intensive growth. A happy ending for everyone involved.

The planned and timely partial sale paved the way for the complete exit. The private equity investor increased the pressure on the subsequent sale process. There was no turning back.

Before you get the impression that we are singing the praises of private equity investments in medium-sized companies, it makes perfect sense in many situations. All three scenarios demonstrate thoughtful strategic action. In no case is the decision to sell or partially sell made at the eleventh hour. Instead, someone has given careful consideration to the future of the company beforehand.

And besides that? A great company?!

Entrepreneurs find themselves in a situation where succession has not been thought through, planned, and initiated ten years in advance — and strategic visions for the company are also in short supply. Nevertheless, the exit for founders and CEOs should now take place in the near future. What remains? Sale “as-is.”

This is very reminiscent of buying a used car “as is.” If you think back to the opening story, it certainly works. At least when the founder and CEO has reached a certain age and the pressure to exit is correspondingly high. If the price is right, there is usually always a buyer.

The info memo then talks about a fantastic company with countless opportunities for the future. The somewhat succinct “fantastic” can be replaced by countless other superlatives that praise the company to the skies. This immediately raises a few critical questions: If there are such great future opportunities, why haven't any of them been realized yet? Or at least started to be realized? And even more critically: Why sell a company that is doing so well?

If things are going so well, then why not just keep it? A solidly positioned company could easily be used to finance retirement simply through cash flow. Before investing the proceeds from the sale in a stock portfolio of companies whose products and strategies are unfamiliar, one could simply hold shares in a company that one knows inside out. Instead of a stock portfolio, company shares can also be passed on to children.

But if that doesn't happen, what does that say about the company? What does that mean for the organization? In short, there is probably a lack of confidence that things will continue to run smoothly without the founder and CEO. Difficult.

That's why you should only sell at sixty-five – then you can swallow the bitter pill of realization. The company isn't doing so well after all, the future isn't so bright, it's too late to start thinking about tomorrow. The value isn't as high as expected. Price reduction! But the pressure is on, and then the deal goes through. And everyone is happy...

A kind of carve-out from the CEO

If there were still time, if the seller were not over sixty, what options would there be? Sometimes, even at over sixty, there is still the opportunity to stay on board for another five years and push ahead with the necessary changes.

What is on the agenda? Essentially, it is quite straightforward: to structure the organization in such a way that it can be maintained with a clear conscience. This would essentially be a type of carve-out from the founder and CEO. To make the company independent of him. To dissolve all interdependencies between the founder and CEO on the one hand and the organization on the other.

This means changing processes so that they run through the “normal” responsible parties – not because it has always been that way. When it comes to recruiting, it is no longer Mr. Meyer who makes the final decision, but the responsible manager; after all, they are the ones who have to live and work with the new employee. Pricing is not based on Mr. Meyer's mood on a given day, but on a clear price list and a defined process.

What if the managers described above do not exist? Then it is essential to establish an organization that can make and implement decisions independently. A sustainable structure that relieves the CEO and functions even when he is on vacation, without the company coming to a standstill.

In most cases, there are many implicit rules, processes, tactics, and treasures of know-how. These must be made explicit, at least the important ones. They need to be documented. And yes, they must be transparent. Then it is easy to check whether this is really how things are done or whether success lies elsewhere.

Preparation is everything. That will take time. The positive aspect? The founder and CEO has enormous influence on this. The sooner he can let go and give the organization the chance to emancipate itself, the faster things will progress. There it is again, the question of trust. But if you can't trust the organization while you're still on board as CEO, you won't trust it when someone else takes the helm either. After all, the new CEO won't save the world on their own.

Ultimately, it remains a strategic question

If you don't want to be faced with the bitter truth at the last minute, you need to sit down earlier and answer the question — less for yourself than for the company: What will the future look like when you retire?

Is a future with a different CEO conceivable? It could well be someone from within the family. But more importantly, is there enough trust in the organization that, if in doubt, the shares can simply be retained? Does the future require extensive changes or even a fundamental transformation that requires a financial and strategic partner?

Ultimately, it remains a strategic question. It should be addressed at an early stage, not just twelve months before the planned retirement. And it should be done explicitly. For companies that are (still) highly dependent on their founder and CEO, this should be part of the strategy. Certainly not right at startup phase, but about ten years before the planned or expected retirement.

This gives customers, suppliers, and employees the certainty that work is being done to secure their future and the future viability of the company. Ultimately, it remains a strategic question, but one that is better asked at the outset.

Digitalisierung im Mittelstand: Gekauft ist noch nicht gemacht

Digitalization in the SME sector: it’s far from over

Digitalization - just buy!

The digitalization of German SMEs cannot happen organically. This pithy statement was made at a conference a few months ago. In principle, this would mean building up the necessary skills internally and developing the organization towards digitalization on the proverbial greenfield site.

Theoretically, this is certainly possible. You start by hiring two or three really good people. But here lies the first major hurdle: Where do you find them? Which top talents would choose to join an organization that still has to be trained and educated? Even if you overcome all these hurdles, it will be a very long road.

What alternatives are there? If the organic route doesn't work - or would simply take too long - the anorganic solution remains. This was exactly the approach promoted at the conference. So we simply buy the digital expertise - a kind of white knight who turns everything around. Search, buy, done.

So that would be the solution for the digitalization of German SMEs. Of course, this approach can also be applied to generative artificial intelligence - as well as to many other more or less necessary transformations.

That's right: the digitalization of an organization is a genuine transformation. The organization should then be (more) digital, think (more) digitally, and act (more) digitally. This is far more than just a few new processes. It is about new perspectives, new ways of thinking, different logic, and different beliefs.

Signing done - and now?

Is the acquisition complete then? Does the desired change happen all by itself? That would be easy. This is probably why it is so often attempted - not only for digitalization but also for many other acquisition targets. Once the ink is dry, the contract is filed away and archived. And that's it. Too good to be true.

Let's take our German medium-sized company as an example, which by the way manufactures drills for special applications. They are really good at it. Now they have bought a digital company that programs very cool apps. If not much else happens after the signing - or even after the closing - apart from a short speech and a few new pens with new logos, not much will change.

Then everything stays the same. One part of the organization will continue to produce excellent specialty drills, and the other will remain the hip digital team. No exchange, no cooperation, no change. After all, as long as both can simply carry on as before, at least nothing will break.

It could be worse...

Yes, unfortunately. For example, if the buyer - the one with the drills - tries to impose its processes on the digital team. If suddenly the same purchasing conditions apply to everyone: Who needs special hardware or digital flipcharts? Standard notebooks and old flipchart pads will do - there are still enough of them in the warehouse anyway. Or if the same core working hours (08:30-16:00) and attendance requirements suddenly apply to everyone. Who needs regular video conferences with Silicon Valley or China? It goes without saying that the digital team will suffer in this scenario.

So it takes more than just a well-intentioned post-acquisition approach. A rethink is needed - both for the team with the drills and for the hip digitals. They need to understand each other and learn from each other.

Going back in time - Industry 4.0

Why is digitalization such a comprehensive change? Many years ago, we supported an automotive supplier during a major restructuring process. Towards the end of all the organizational restructuring measures, the desire arose to introduce a Manufacturing Execution System (shortly MES) in production to move towards Industry 4.0. However, after such a far-reaching change, an organization first needs time to consolidate. The new setup has to settle and become part of the routine. The timing was therefore rather unfavorable.

Industry 4.0 means that information is exchanged in real time between customers, in-house production, and suppliers along the entire value chain. To achieve this, the company's organization must be data-driven and digital. Although installing hardware and software in production is very cash-intensive, it is a comparatively minor technical requirement.

In this organization, digital was almost a foreign word at that time. Everyday management life was characterized by heavy signature folders transported back and forth between several locations. Travel expense reports were still prepared by hand on specially made envelopes into which the receipts were inserted.

This was the real transformational step: turning an organization that works with physical receipts and documents into one that thinks and acts digitally and data-driven. Otherwise, for example, a change to the delivery schedule would come from the customer in real time, which would first be printed out on site and then distributed internally. Only then could production, logistics, and purchasing react - and HR might still not know that more staff would be needed in production next week.

Digitalization cannot be imposed top-down

What makes digitalization so different from other change programs? Why can't you simply set the goal, chart the path, and give the go-ahead? The digital mindset is not yet in place. The organization is still blind in this area. So no digital solution can be specified. Often, the problem for which this digital solution is needed is not even clearly identified. For this, the organization must first be upgraded - or rather transformed.

Top-down specifications do not work. How does it work then? This transformation can only succeed from within. The organization must be introduced to “digital” step by step - for some, these steps are bigger; for others, smaller. People need to practice and make experiences so that the digital mindset can develop.

The employees in the digital team help to make these experiences possible and to convey the new way of thinking. In this way, some learn to think more digitally, and others learn to act like a manufacturer of special drills. The result is an organization that thinks and acts digitally, identifies problems, develops digital solutions, and is able to implement them.

Post-merger integration – The catalyst

Digitalization cannot simply be prescribed, planned, and controlled top-down. However, there are many things that can be done to make it a success. Above all, the right framework for the transformation is needed, along with organized shared experiences and initiatives.

Classic post-merger integration with its mission of growing together by coming together is ideal for this. Collaborating on manageable tasks - and there are many after an acquisition - creates a shared sense of achievement. Old organizational boundaries are overcome, people interact, and they learn from each other.

A clearly formulated vision is needed for this particular acquisition. A vision that describes digitalization, beyond a specific new product or solution - because it is about much more than that. This vision inspires the first pioneers in both organizations to seek contact, work together, and overcome resistance. It provides orientation on the path to transformation.

The acquisition of the digital team is the turbo on the road to digitalization. However, there is no shortcut for the essential steps - the transformation of the organization. Post-merger integration is the catalyst that keeps the process going.

Mit agilen Prinzipien zum Akquisitionsziel

Achieving acquisition targets with agile principles

The agile nightmare of Paul M.

Paul was convinced: this time everything will be different. No rigid Gant charts, no endless Excel spreadsheets, no yesterday's waterfall logic. His PMI project - a medium-sized but politically sensitive merger - would be agile. With daily stand-ups, backlog grooming and, of course, reprioritization “on the fly”. Paul was reading Scrum for Dummies when the first topic came up.

The integration of the sales team, actually a “top priority”, was postponed - “because finance is shouting louder right now”. Two weeks later, HR postponed the onboarding process “because the target system is not yet connected”. And when Paul realized in Sprint 3 that neither team knew what the other was working on, he decided to turn the retrospective into a crisis meeting.

The only thing that moved regularly was the priority list. Instead, the timeline remained constant: late. Paul smiled bravely through the daily chaos, clinging to agile manifestos - and secretly wished for nothing more than an honest, old-fashioned project plan. With milestones, deadlines and please, please: clarity about who has to do what and when.

Agile is good. But maybe not here? Not right now? Not like this?

Agile project principles - beyond post-is and stand-ups

Agile project principles and, in particular, frameworks such as Scrum are not just tools or methods. They are thought models. Their foundations include the three pillars of continuous improvement: transparency, review and adaptation; the Agile Manifesto, the twelve agile principles and the five Scrum values: commitment, focus, openness, respect and courage.

These principles and values form a flexible framework for how (software development) projects can be implemented. Two central ideas underpin them. An iterative-incremental approach in order to be able to better absorb changes and external influences, and a focus on customer value to deliver results with the highest added value.

The agile framework includes the roles of Product Owner and Scrum Master, the artifacts Product Backlog and Sprint Backlog as well as the events Sprint, Daily Scrum, Sprint Review and Sprint Retrospective. However, the concepts that originally came from software development should not simply be adopted unchanged. They need to be translated into the context of mergers & acquisitions and post-merger integration.

Integration backlog - what really counts

What is to be achieved? In software development, this central question is usually answered in terms of customer value. But who is actually the customer in a post-merger integration?

In a project as complex as a post-merger integration, there are not only many, but also very different customer groups. To avoid confusion, it is better to speak of stakeholders. These include the usual suspects: Owners, employees of both companies (including management or board members), (regulatory) authorities such as tax offices, suppliers, financiers and, last but not least, the companies' “real” customers.

There are indeed many of them, which explains why post-merger integration is considered so complex. Different stakeholders have different needs that need to be taken into account. Accordingly, the integration backlog quickly fills up with a wide range of housekeeping objectives as well as deal-specific value creation objectives.

The integration backlog does not contain the individual action steps. Instead, it lists the objectives that are to be achieved. Goals that can be clearly derived from the needs of the stakeholders. If these needs are prioritized, the entries in the integration backlog can also be prioritized accordingly.

This prioritization is usually based on predefined milestones, such as reporting obligations, trade fair appearances or the goals from the deal story. And: this prioritization is not universally valid, but always situation- and acquisition-specific.

The integration backlog already contains a large number of “must-dos” on day one. The good news is that they do not all have to be completed immediately. In many cases, a phased approach of First 10 Days, First 30 Days, First 100 Days, Beyond 100 Days has proven effective for quick clustering and implementation focus.

The integration backlog is not a static document. This aligns with one of the basic principles of agile project work. Items can be added, removed or reprioritized during the course of the project. The original weighting can also change over time. The advantage of this thinking model for complex post-merger integration is that you can start quickly and go straight into implementation, without having to plan everything down to the smallest detail beforehand.

Integration Sprint - Or is it a marathon?

Classic post-merger integration is more like a marathon than a short-distance run. It is not uncommon for 18 months or more to pass before an integration is fully completed. Perhaps post-merger integration should even be compared to an ultramarathon, with distances of 100 kilometers and more.

The idea of achieving results and celebrating small successes at short intervals is just one of the considerations behind the integration sprint concept - but it is a particularly central one with regard to the principle of “growing together by coming together”. This is because the first fruits of the joint work become visible after a short time, rather than after many months. In this way, people and organizations grow together step by step.

An integration sprint usually lasts two to four weeks. The exact duration is determined in advance. And this is precisely where another advantage of the approach becomes apparent. This manageable period is much easier and more reliable to plan. In contrast, planning across six, nine, or even twelve months is far more time-consuming and significantly less precise . The use of available resources - especially internal resources - can also be better estimated and managed more efficiently within this short time frame.

In this way, joint activities can be implemented more quickly. The high level of short-term planning certainty means that there are fewer deviations from the plan, which in turn increases satisfaction within the integration team. And once again, the team grows closer together.

During an integration sprint, the team members can concentrate fully on the issues at hand and deliver concrete results. Requirements and priorities remain constant during this phase. And thanks to the brevity of the sprint, new prioritizations can wait until the next sprint without disrupting ongoing work.

The central elements of an integration sprint are the integration review and the integration retrospective at the end of the respective sprint as well as the integration daily, which, as the name suggests, takes place every day.

Integration review - more than just ticking boxes

Transparency and feedback are key principles of agile projects. They are systematically embedded in the integration review. At the end of each sprint, the team members report on what they have achieved. The PMI owner and the stakeholders provide feedback on the results presented.

In this way, the “customers” of the integration are regularly involved and remain informed about current issues and progress. The integration team receives valuable information on whether the integration is progressing in the right direction, whether the results achieved meet the expectations of the stakeholders and whether integration may have gone too far or not far enough.

The high frequency of the integration reviews ensures that all participants stay actively engaged in the integration process. The substantive evaluation of the results prevents pure task tracking - a typical pitfall of classic large-scale projects, where the focus is merely on completing tasks without questioning the content of the results. New or additional requirements are also identified in the integration review and added directly to the integration backlog if necessary.

Integration Retrospective - Internal Only

In addition to the “external” format of the Integration Review, the Integration Retrospective is an “internal” event. It is aimed exclusively at the integration team and also takes place at the end of each sprint. Put simply, two central questions are reflected upon. What went well in the current sprint? And what should be improved in the next one?

This is not about the work results but about collaboration within the team. The focus is on how we deal with each other, communication and cooperation within the integration team. Another important dimension of the retrospective is the interaction with stakeholders and other people outside the team. Did the integration team have sufficient opportunity to focus on the relevant topics or was it too distracted by outside influences?

This is where the Integration Master and the PMI Owner come into play. They are responsible for creating the necessary framework so that the team can work effectively.

The Integration Retrospective not only serves to improve the operational aspects of project work, it also promotes cultural understanding between the organizations involved. Open discussions about collaboration naturally bring cultural differences to the surface. By regularly discussing these differences and jointly considering how to deal with them, cultural integration emerges as a by-product.

Integration Daily - Every day!

That brings us to the central element Integration Daily. As the name suggests, it takes place every day. It is a short coordination meeting of the members of the integration team. The goal is to create transparency. Everyone knows what the others are currently working on. Dependencies are uncovered and clarified, obstacles are identified and necessary support can be requested.

Especially in the early phase of integration, in preparation for Day One and in the first few days afterwards, it is highly recommended that the Integration Daily is held daily. Unplanned or unforeseen challenges always arise in this phase, so this brief coordination brings a noticeable gain in effectiveness.

As the project progresses, the frequency of the Integration Daily can be adjusted, for example to two or three times a week or, if there is less need for coordination, to an Integration Weekly. Especially after the first 100 days, when the team members are no longer predominantly involved in the integration work, the rhythm of the daily meeting should be adapted to the respective course of the project.

PMI Owner - One for all

Every integration needs someone who understands its value and takes responsibility for its success. This is the role of the PMI Owner. Managing directors or board members with operational responsibility are often appointed to this role as project managers for post-merger integration. While this is possible, in practice, the limits of this approach quickly become apparent.

In the agile world, the product owner - in our case the PMI Owner - is the person who keeps an eye on the business perspective of the project. In the context of post-merger integration, this means aligning integration efforts with the corporate strategy and acquisition goals, and vice versa. The PMI Owner thus establishes the link between the integration activities and the overarching strategic vision of the acquisition.

Accordingly, the PMI Owner is also responsible for prioritizing the integration backlog and defining the sprint goals. These are based on strategic requirements, acquisition targets and external milestones, such as reporting obligations or regulatory deadlines.

During a sprint, the PMI Owner is available to the integration team as a sparring partner to quickly clarify open questions. This has the advantage that the team does not have to wait for feedback from steering committees or other escalation rounds. This keeps the sprint focused and efficient.

However, this requires the PMI Owner to be constantly available for the integration team. And this is precisely where a conflict of objectives arises: the managing directors with operational responsibility are always heavily involved in day-to-day business, making it unrealistic for them to be constantly available. This is why the idea of using these managers as PMI Owners often falls short in practice.

Integration Master - the real PMI experts

Alongside the PMI Owner, who maintains the link to the corporate strategy and the acquisition targets, the Integration Master(s) serve as the central experts for post-merger integration. They know exactly what it takes to ensure a successful integration and are familiar with the typical housekeeping issues that need to be addressed.

Integration Masters are facilitators, transformation agents, moderators - and sometimes also mediators. They network the various workstreams, remove blockages within the teams and ensure smooth collaboration across team boundaries. While the PMI Owner primarily focuses on the “outside world” beyond the integration team, the Integration Masters are operate within the team, acting as a driving force and providing hands-on operational support.

Last but not least, they play a central role in cultural integration. Their experience from numerous post-merger integration projects and other transformations makes them key figures when it comes to bringing different corporate cultures together.

Agile in post-merger integration?

Yes - but only if it makes sense. Not because it's currently “hip”. Agile is not a panacea. However, the sprint principle helps to maintain focus and use the available resources effectively, especially in projects of the caliber of an ultramarathon, as post-merger integration often is.

If the values of the Agile Manifesto are applied to post-merger integration, the following picture emerges.

Individuals and their interaction take precedence over processes and tools. This is precisely what encourages people from both organizations to grow together. Former boundaries are overcome - a new, joint organization begins to shape.

A functioning organization is more important than extensive process documentation. The focus is on genuine collaboration and functionality within a (new) organization, not on appearances and shadow processes.

Alignment with the corporate strategy and the acquisition targets takes precedence over merely creating project plans. Integration is not carried out as an end in itself ; it is a critical driver for achieving the acquisition goals.

Responding to changes is more important than rigidly following a plan. The ultimate goal is a resilient and sustainable new organization that not only achieves the initial targets but continues to evolve.

The formal agile elements - from clear objectives in the sprint and the Integration Daily to the Integration Review and Integration Retrospective - create a structured framework that also leaves room for focus and adaptability. PMI Owners and Integration Masters ensure that this framework is adhered to and remains effective.

Die Rolle der IT in Buy & Build Projekten

The Role of IT in Buy & Build Projects

Fairy tale hour with system jam

The hare sprints — but the hedgehog is already at the finish line. The hare is not only completely out of breath but also beside himself with anger. “I don't mind,” says the hedgehog, “I'm already here.” So the whole game is repeated seventy-three times. But on the seventy-fourth attempt, the hare doesn’t make it to the finish line.

We know the story — it may sound like a fairy tale, but it’s still true, at least according to the Brothers Grimm. There are only a few buy & build cases in which 74 add-ons are actually integrated. But what if IT isn’t the hare this time, but instead takes on the role of the hedgehog?

IT in Buy & Build: The Underestimated Bottleneck

In most cases, IT is not involved from the outset when the target company is turned upside down during the due diligence process — even though IT plays a significant role in value creation, especially in the financial services sector.

How often is IT excluded from management presentations because they ask critical questions? Because they inquire about the budget for IT integration? Because their bulletproof migration plans might delay the entire deal?

Then comes Day One — and there is no plan for IT integration, no budget for the necessary data migration, and no additional capacity to handle the required effort. “That can wait. It's not that urgent.”

A few months later, disillusionment sets in. The acquisition goals have not been achieved. The anticipated cross-selling has failed to materialize. Access to products and customer data remains cumbersome and time-consuming.

Why is that? When interfaces are poorly defined — or not defined at all — the data doesn’t match along the process. Information must be entered twice, three times — or seventy-four times. This becomes a breeding ground for shadow IT.

This isn't just inefficient due to excessive duplication and reduced quality. It also leads to ineffectiveness, missed opportunities for innovation, and delayed product launches. In short: a loss of added value. Welcome to the fairy tale forest of lost integration opportunities.

What IT Could Do If You Let It

Let’s start with a classic no-brainer: data harmonization can begin before closing. No data needs to be exchanged — which is usually prohibited by regulation anyway — but it is possible to align on formats and requirements for the data sets and prepare existing information accordingly.

Starting early not only means being ready sooner, but also results in less duplication of work later on. From the moment of alignment, new data can be entered “correctly” from the start. This immediately frees up capacity for activities that create real value — for example, additional cross-selling activities.

The voice of IT is often critical. That’s true. And the word “unfortunately” is deliberately omitted here. IT is responsible for digitally supporting and automating complex processes — as quickly, smoothly, and error-free as possible.

To achieve this, IT must inevitably pay attention to detail. IT needs a special eye for exceptional situations — even if they rarely occur. But sooner or later they will, usually without warning.

This critical mindset should not be demonized. IT — in the role of advocate diaboli — identifies stumbling blocks. And if you let them, they will develop solutions to remove those obstacles in good time.

An IT department constantly in firefighter mode is busy fixing problems that have arisen and cleaning up afterwards. What’s often missing then is the time to calmly develop viable solutions to complex challenges.

Creative hacks can’t be forced — and certainly not rushed. Sometimes it’s enough to give IT an extra week and the freedom to devise a thoughtful, sustainable solution. In the end, this usually saves both time and money.

If employees are already electronically connected on Day One, this significantly enhances collaboration. Anyone can find and contact anyone — across locations and company boundaries — thanks to email and video conferencing.

The prerequisite, however, is that contact details are easy to find. If you have to hunt for email addresses in the target company, you might not get invited to the meeting at all.

Mutual access to intranets also supports cultural integration. It offers insights into the “others”, allows differences to be perceived and shared values to be discovered.

IT can build bridges between old and new. Much is possible — if you involve them early and give them the necessary freedom they need. So far, this applies to any integration.

Buy & Build Needs Built-to-Buy

Buy & Build can only reach its full potential on a sustainable platform. This requires a powerful organization with efficient, stable processes — which, in turn, depend on a solid IT foundation: a modular, scalable IT application landscape.

This calls for preparation — and, above all, the early integration of IT into the strategic planning of the Buy & Build strategy. If IT is not built-to-buy, this foundation on which everything else depends is missing. Even the most creative platform architect cannot build a resilient structure in this case — only a fragile conglomerate that will eventually collapse.

If the goal goes beyond “more of the same”, scalable processes alone are no longer sufficient. That’s why it’s critical to consider modularity from the very beginning. How can AI agents take over core processes if the underlying data isn’t consistent? For example, if boreholes are measured in centimetres in one company and in inches in another?

IT that is deeply embedded in business processes and has a strong understanding of the business, can unlock additional synergies — not just to boost efficiency, but also to enable growth and innovation.

A built-to-buy IT department knows its application landscape inside out — and also has control over modifications and extensions. If the hedgehog hadn’t known the map, how could it have reached the finish line before the hare?

The Hedgehog Is Not a Know-It-All. He Just Started Earlier

IT is not slow — it is thorough. Who wants an invoice showing the wrong VAT rate or a customer receiving the wrong delivery just because both recipients happen to be named Meyer?

One possible solution for the role of IT in Buy & Build projects lies — quite fabulously — in Buxtehude. The fairy tale “Dat Wettlopen twischen den Hasen un den Swinegel up de lütje Heide bi Buxtehude” (Brothers Grimm, 1843) offers the idea: How can the hedgehog always be at the finish line?

Quite simply: it is in both places at the same time. One part of IT ensures the stable operation of existing systems (“run the platform”), while another part actively develops the platform and is involved in M&A transactions from the very beginning (“build & integrate the platform”).

Regular exchanges between these two teams are essential. Only then can they learn from one another and continuously improve the platform. “...and they both went home happy with each other: and if they didn’t die...”

In Buy & Build Projekten entscheidet nicht die Geschwindigkeit des ersten Zukaufs – sondern die Konsistenz des vierten. Wer bis dahin keine belastbare Plattform aufgebaut hat, rennt zwar mit hoher Geschwindigkeit – aber eben im Kreis. Und bricht irgendwann erschöpft zusammen.

And IT?
They were already there —
if you ask them in time.

Künstliche Intelligenz in der Post Merger Integration

Artificial Intelligence in Post Merger Integration

Post Merger Integration on the beach

pmiGPT: Good morning, Peter, how can I support you today?
Taking into account the milestones of our latest target and considering your email communication on the closing conditions, the closing should take place in the next few days.
Shall we have a look at the plan for Day One?

Peter: Please provide me with the complete schedule for Day One. Consider our usual procedure and also look at the latest discussions with the target's works council.

pmiGPT: I'll get straight to work, boss.

Peter: Oh, I almost forgot – I’ll also need the scripts for the speeches, the presentations and my moderation cards with the key points.

pmiGPT: Of course, as soon as I have the schedule ready, I'll get right on it.

As Peter sips his cappuccino, he thinks about the fact that his avatar could actually handle the job on Day One – allowing him to extend his workation by another three days...

Science fiction or soon to be reality?

Back to reality. For now, these are still just dreams.

Although artificial intelligence is already used in one in five M&A transactions (BAIN, M&A Insights, March 2025), its large-scale application primarily focuses on the transaction process — specifically, the phase before signing. After signing or closing, AI usage remains limited today.

Setting aside the fact that an avatar on Day One might help Peter optimize his personal work-life balance, it certainly doesn’t contribute to building goodwill with new employees.

Artificial intelligence is already significantly reducing manual effort in many areas. Generative AI unlocks entirely new possibilities and will become even more influential in the months and years ahead.

The scenario from the introduction is still futuristic. How long that remains the case largely depends on creativity and the willingness to experiment. Technology must be embraced to drive progress — and the first step is to start experimenting.

To make that process a little easier, I’ll share some use cases and ideas here. I won’t bother with the obvious no-brainers, like having written communication proofread or generating custom images to support messaging.

Supplier Screening Support

Wherever there is data — preferably large amounts of it — artificial intelligence can be leveraged effectively, delivering significant efficiency gains. This is why it has been widely adopted, particularly during the transaction phase, with a strong focus on due diligence.

We can feed the AI with all supplier contracts and have it identify “critical” passages. This not only saves us the time we would otherwise spend reading but also allows us to focus immediately on the AI-prioritized “red flags.” For example, we can mitigate risks through the change-of-control clause. After all, no one wants to hear from their suppliers: “It was nice having you as a customer — until yesterday.”

Similar approaches work in any area with numerous contracts or large volumes of data. In sales, this applies to customer contracts; in HR, to remuneration agreements, and much more. Of course, data protection and GDPR compliance are ensured, provided that key principles are followed when selecting the AI model, the place of hosting, and configuring various AI settings.

Reorganization – Ready on Day One

Now, let’s take a step into the future. Following the acquisition, the accounting departments — I like this traditional term; it fits well into our modern discussion — of both companies are set to merge. This isn’t just about consolidating a location and a management level; it’s also about modernization — introducing agile processes and increasing efficiency.

There are countless articles on this topic online, along with best practices from large, mid-sized, and small consulting firms. So why not feed all these organizational charts and concepts into our pmiGPT? We can also include the current organizational structures of both accounting departments, along with growth plans for the coming years. And, of course, we won’t forget to incorporate other relevant framework conditions.

Then, pmiGPT will generate suggestions for the structure of the new accounting department — including a detailed description and an analysis of the respective advantages and disadvantages. In a single step, it will optimize management spans and, who knows, maybe even consider the team members’ star signs — for particularly energetic collaboration.

When employees arrive at the office on Day One, they’ll find themselves standing in front of a large table displaying the new seating arrangements — almost like a wedding reception.

Phew! Maybe that’s a bit too much automation and top-down decision-making. But some of these approaches significantly boost efficiency and are no longer just a futuristic vision.

Avatars for accounting standards

After our journey into the future, let’s return to what’s already possible today. On Day One, Target employees face a lot of new information — from parking and canteen use to booking meeting rooms and understanding the buyer’s accounting standards.

Of course, all of this could be documented in a traditional how-to guide. But that approach feels outdated. For years, learning content has been delivered through videos featuring someone reciting the information. AI can already do this much more effectively.

Let’s have an avatar deliver the training. With AI-driven learning, it can even use pedagogical techniques to make the content more engaging and easier to absorb. Digitalization offers countless possibilities — documents and videos can be searched or tailored to specific target groups.

But this is just the beginning. If something small — or even significant — changes, the avatar can update the content with a single click. In the past, this would have required reshooting and editing an entire video.

Here, AI not only enhances efficiency and effectiveness but also improves quality at the same time. The best part? This isn’t a vision of the future — it’s already a reality. And who knows, involving people from both organizations in the avatar creation process might even become a key step toward cultural integration.

Making cultural differences visible

Cultural integration — the key term for our next use case. At the core of cultural integration — and here, “integration” does not mean assimilation — is the mutual recognition of differences. The famous elephant in the room needs to be brought into the spotlight.

In the past, this required extensive processes. First, surveys; then, data analysis; and finally, workshops with mixed teams from both organizations. The outcome was a visualization of cultural differences.

A complex process that not only takes time but can also only begin after Day One. And with all the urgent tasks that need to be tackled after Day One, cultural integration often takes a back seat.

Culture is particularly evident in communication — on websites, in job postings, in external and internal content (aka posts), and even in emails. So why not feed this data into an AI and let it analyze the cultural differences? This technology has been available for some time and is already being used in other areas.

This provides a starting point for discussions within teams and among managers — meaning cultural integration is already underway. All without requiring extensive time from employees and, most importantly, without delay.

Culture Clash Meter

Once we have analyzed cultural differences with AI and then refined them through input from those involved, the first step is successfully completed.

Going forward, it’s especially important to recognize when discussions in meetings or conversations shift into the cultural realm — often at the expense of constructive dialogue.

In larger meetings, moderators are often brought in to oversee discussions. With their experience and a targeted briefing, they ensure conversations stay on track and intervene when cultural differences lead to unproductive exchanges.

Today, bots are already recording numerous meetings. If AI can analyze cultural differences, it will eventually be able to detect them in real time — or at least with minimal delay.

Now, we let AI calculate an indicator. The more frequently cultural misunderstandings or culturally driven discussions arise, the higher the value climbs — and it decreases as these instances become less frequent. This creates the Culture Clash Meter, a tool that can be used in every meeting, video call, phone conversation, or face-to-face discussion.

Integration Path Optimization

Last but not least — even if the scenario from the intro isn’t reality yet, we can still hand over the plans of all individual workstreams, functions, or teams to AI for analysis. By supplementing these with relevant topic details and overarching milestones, we create a more comprehensive picture.

This enables AI to identify dependencies that we previously mapped out manually. The insights provide teams with valuable input for discussions and collaboration — an essential step in growing together and ensuring the success of post merger integration.

The road ahead

How far are we from AI not only creating the post merger integration plan but also detailing every step — what needs to be done, when, and by whom? And how long until it takes over these tasks entirely, just like the avatar delivering the Day One speech?

Generating such a plan might take hours, maybe even days — but what is that compared to 100 days of integration or even three years to finalize every detail?

Today, we are still far from this scenario. However, AI already offers numerous opportunities to enhance post merger integration. The maturity levels of these use cases vary, and the full potential of AI in this field is far from being realized.

Parallele Integration – Hilfe bei Fusionitis

Parallel Integration - Success in Mergeritis

Waiting until the day after tomorrow

“We're not starting the integration yet. There are more add-ons in the pipeline, and we'll know more in two months.” This — or something similar — is what many CEOs pursuing a buy-&-build strategy are currently saying.

Although some add-ons have already been acquired, further takeovers are still pending. If you begin integration now, how will you handle the next acquisitions? The first integration isn’t even complete, and the next closing is already imminent.

One option is to integrate the new acquisition alongside the ongoing process. Another is to put the company on hold for now. But if you start too early, you won’t be able to incorporate insights from future acquisitions into the process.

“So it makes no sense to start now.” Right? In the end, you just keep waiting — until the day after tomorrow.

It is not uncommon

Buy-&-build strategies have become an integral part of many private equity investments. No wonder — the low-hanging fruits are particularly rock bottom here. However, this no longer refers to the classic multiple arbitrage that once seemed almost automatic: larger company, higher multiple.

It was a self-reinforcing effect, almost like a perpetual motion machine or a sleight of hand. Today, that alone is no longer enough. To increase the multiple now, real integration is required — leveraging synergies within the growing organization. Without a targeted allocation of resources, the desired effect won’t be achieved. Yet, despite the additional effort, the investment is worthwhile.

This raises a crucial question: When should integration start? And when new companies are continuously being added, how can they be incorporated into an ongoing integration process?

But buy-&-build strategies aren’t the only path to multiple acquisitions. Traditional growth strategies today also rely on both organic and inorganic expansion — such as add-ons, where suitable companies are acquired. And often, these involve more than just one or two.

Even companies that aren’t actively pursuing expansion face this challenge. Demographic trends are creating numerous succession opportunities that are hard to ignore. Failing to seize them means risking that a competitor will — gaining a decisive advantage in the process.

And suddenly, you've acquired several companies in a short period — and once again face the same question: When does integration begin?

Do you have to choose? Plague or cholera?

The situation is clear: the first integration is already underway, and another target is being added. There are two basic options: either the new company is integrated directly into the ongoing process, or the initial integration is completed first while the new target remains on hold until it is incorporated in a second phase.

So far, so difficult. Parallel integration speeds up the process but risks compromising its stability.

Corporate culture, for example, can be a critical factor. Even with the first acquisition, there were significant differences from the buyer: We’re on a first-name basis versus We’re not. Now, a third player enters the mix — with a completely different culture. This new addition prioritizes clear responsibilities and hierarchies, regardless of how people address each other.

In the original integration, cultural differences were still manageable — they existed along a single dimension. But with the addition of another company, complexity increases: Who represents which culture? And in which direction should the entire organization evolve?

Choosing stability by postponing the second integration means also losing valuable opportunities.

Take IT, for example. As part of the integration, the entire application landscape is under review. A key decision looms: selecting a Manufacturing Execution System (MES) to replace the existing production planning system. Neither the buyer’s solution nor the first target’s system is ideal, but a choice must be made for integration to move forward. The decision falls in favor of the buyer’s system.

However, the second target successfully implemented an integrated MES just a year ago. They have valuable operational experience, identified optimizations, and documented everything thoroughly — after all, they’re the ones with clear structures and hierarchies.

Had this expertise been incorporated early on, the system could have been further improved and developed into the best possible solution. But with a sequential approach, the buyer’s suboptimal system is chosen simply because time and money have already been invested in its migration. Making changes now seems unrealistic.

More stability — at the cost of speed and quality.

The choice between parallel integration — offering speed and flexibility at the expense of stability — and sequential integration is anything but trivial. And even after a decision is made, integration remains a balancing act.

Parallelize with a Playbook

A classic buy-&-build strategy simplifies decision-making. A solid platform company with stable, efficient processes serves as the foundation for consolidating a highly fragmented market by acquiring significantly smaller companies. The platform company’s target operating model is simply adopted as the standard.

With a well-defined playbook outlining each step of the integration, multiple targets can be integrated in parallel—without unnecessary risks. Processes can also start at different times. Such a playbook details the objectives and the required measures, structured by topic or function.

Careful preparation or documented experience from previous integrations helps establish realistic time frames, dependencies, priorities, and milestones. These milestones — which can also serve as internal communication tools or mark key events — might include a completed rebranding, the start of production, or the acquisition of new customers.

One of my favorite examples is Mister Car Wash, a U.S. chain of conveyor car washes. Mister — as the company affectionately calls itself — expands almost exclusively by acquiring individual locations or small chains. Each integration follows a standardized playbook, covering everything from site conversions to employee training in the company’s own academy.

Similar playbooks are common in hotel (re)openings. In addition to the playbook itself, specialized (re)opening teams often assist local staff during the initial phase. Their support spans both content — since they know the target vision and playbook inside out — and operational aspects, providing extra hands to tackle unexpected challenges.

A clearly structured roadmap creates space to accommodate the unique aspects of each acquisition. There are always valuable best practices that can be adopted across the group, which are then rolled out and incorporated into the playbook.

Because playbooks are not set in stone. They are regularly updated — not completely overhauled, but continuously refined with lessons from the latest integration processes.

Without a playbook - just listen

What about the other end of the M&A scale? When there’s neither a playbook nor extensive post merger integration experience? When the target picture for the new organization isn’t defined from the outset but instead develops throughout the process? Can another acquisition still be meaningfully involved in an ongoing integration?

Of course. After all, regular status or steering committee meetings provide a forum for discussing integration progress with key stakeholders. These meetings determine whether the future will follow the yellow or green variant. Representatives from the new acquisition should be involved early on — they, too, are relevant stakeholders.

Decisions already made regarding the target vision don’t need to be immediately applied to the new acquisition; that can happen in a second phase. However, their input can be incorporated early, offering two key advantages.

First, the new target feels included from the very beginning. Its expertise and experience contribute to the process rather than being overlooked. At the same time, it gains direct insight into the organization’s direction, ensuring transparency in the integration process.

Second, valuable insights from the new acquisition aren’t lost. Returning to the earlier example of selecting a Manufacturing Execution System (MES). Instead of being limited to two suboptimal options, the new target may introduce a superior solution — one that can be incorporated into the future IT landscape.

This approach may even unlock additional internal resources. Instead of relying on costly interim managers, underutilized talent from the new target can support the integration. This not only reduces costs but also creates direct points of contact, helping the organizations grow together more effectively.

There is always a Day One

Even if the real integration of a new acquisition is postponed, Day One still happens. It marks the day after closing when the buyer takes full control of the company. On this day, employees expect a warm welcome, an inspiring speech from the CEO, and clear guidance. (I shared my experiences and thoughts on this in my last article.)

Whether the new company is integrated immediately or later, this milestone cannot be overlooked or handled half-heartedly. It deserves the same careful preparation and serious execution as any other key moment in the integration process.

The solution? Almost doesn’t matter

As is often the case in life, there is no perfect solution — especially when evaluations must be made in advance. However, the two extreme cases outlined here provide guidance and reference points for your own very specific situation.

Many roads lead to Rome — and to a successfully integrated organization. More important than choosing the perfect approach is making a clear decision and following through consistently. After all, postponing integration until the day after tomorrow means losing valuable time.

As long as the new acquisition isn’t treated as second-class, employees are informed transparently and authentically, and they are involved as much as circumstances allow — everything will work out.

And if it is not yet good, then the integration is not yet over.