Integration on Day One

by admincf | Feb 2, 2025 | Insight, Newsroom

Absolute Radio Silence

"After the closing, we didn't hear from our new owner for six months." - Instead of celebrations on Day One, this company faced endless waiting. Ever since I heard this story from a CEO a few years ago, it has topped my personal list of the biggest Day One faux pas — by a wide margin.

The CEO of this company faced an enormous challenge. On one hand, he had no information about the new owner's vision, strategy, or goals due to complete radio silence. On the other hand, he had to meet employees' expectations, provide some form of guidance, and keep morale high. Meanwhile, external stakeholders also needed information. And as if that weren’t enough, business operations had to continue—his responsibility as well.

How Should You Organize Day One? What should you do? What is expected? These are the questions we address in this article.

When Is Day One?

The famous Day One — but when does it actually take place? It is rarely set in the purchase agreement. The closing — the formal completion of the transaction — also cannot always be predetermined. Various closing conditions must first be met, including regulatory approvals. Sometimes this process is swift, but it often takes weeks or even months.

Closing marks the economic and legal transfer from seller to buyer. The buyer takes full control of the target company, and a new era begins for both organizations. Day One is the first day of this new age.

Day One: Just Another Day?

What makes this day so special? It often falls on the first of the month, but sometimes it’s mid-month. A new beginning is something special, but does it really require so much attention?

Imagine a new employee’s first day. This moment is undoubtedly important to him. If the newcomer is the new CEO, tasked with leading a major transformation, then the first day is just as significant for the entire workforce.

New employees expect a proper welcome — not necessarily flowers or champagne, but at least orientation. Where is their office? What tools do they have? What tasks await them? They want to start quickly and eliminate uncertainty.

Now, apply this to an entire workforce — 50, 100, 500, or even 1,000 people. Their expectations are similar: a warm, sincere welcome, clear guidance, and a sense of security. They are asking themselves: What happens next? What does this mean for the company, my department, my manager, my colleagues — and for me personally?

Welcome to Day One — the day of high expectations.

The Day One Multitool

I have never met anyone who deliberately ignored these expectations. To be honest, I’ve never met the buyer from the introduction either.

There is no magic formula or secret sauce for a flawless Day One, but there is an extensive toolkit you can use. However, it’s essential to understand the priorities of the organizations involved and the requirements of post merger integration.

Employees need orientation and security. That means they must be informed — clearly, consistently, and authentically. This is where the integration story comes in. It answers key questions. Who are we (as the buyer)? What is our strategy? How do we view the target company? What aspects of the target do we value? (Keyword: appreciation and recognition) What are our goals for this acquisition? What does our joined future look like? How will the integration unfold?

That’s a long list, but these points should already be clear before the signing. On Day One, they need to be communicated in a simple and digestible way.

Day One is also the ideal time to outline the broader integration plan. Messages must be well-structured, easy to understand, and actionable. Of course, they should be reinforced over time — but they need to be right the first time.

The Magic of Day One

Every new beginning carries its own magic. Day One marks the official start of the integration. It’s an opportunity to harness the momentum of change and generate energy for the months of transformation ahead.

It’s also a chance to create touchpoints, points of contact between employees from both organizations. These interactions are the catalyst for the teams to grow together - and thus for successful integration. On Day One, it’s important to create these touchpoints deliberately.

The Welcome Package

Small gifts not only maintain friendships but also can go a long way in making a transition smoother. A well-thought-out welcome package is more than just branded office supplies — it conveys appreciation and sets the stage for constructive collaboration.

For example, a personal letter from the new CEO — short, authentic, and personally signed. It's a lot of work, but it carries genuine appreciation. If a rebranding has already be decided, new business cards can reinforce a sense of belonging. But what about those who won’t be part of the journey? How do you communicate this honestly and respectfully?

The Q&A Page

A Q&A page on the company intranet helps reinforce key messages and allows employees to access information when they need it. What questions might employees have? What answers can be provided immediately?

Even if not all details are settled, collecting open questions and addressing them in due course builds trust. A hotline — such as an email inbox or an internal forum — can also be valuable. The key is to respond promptly and update the Q&A with relevant new information.

The good old Roadshow

With remote work becoming more common, you might be tempted to hold Day One virtually. The new CEO could deliver a speech from their home office — or even their couch. Technically possible, but a really bad idea. The nonverbal message? A lack of appreciation or genuine interest.

Presence matters. Being on-site and physically available on Day One makes a huge difference. It shows that leadership takes integration seriously and values personal connection. But what if the target company has multiple locations?

A live video broadcast can help ensure all employees experience Day One firsthand. Employees understand the CEO can’t be everywhere at once. However, other board members or executives from the acquiring company can visit different locations, reinforcing personal engagement.

And Day One shouldn’t stand alone. The next step? A roadshow — a tour of different locations to maintain momentum. Yes, it’s exhausting. Yes, it might feel repetitive after the fifth or ninth speech. But that’s part of a CEO’s job in post merger integration. There’s no excuse for skipping personal engagement.

Merger of Equals – Is it Good News?

A merger of equals sounds like a fair and balanced process. Shouldn't that evoke positive reactions on both sides? But is this really the case?

When two equal companies merge, neither organization takes the lead, and no one sets the tone. As a result, everything is in question — for both companies. Anyone who has been through this process knows how much uncertainty it creates among employees on both sides.

So how can this uncertainty be managed? Many questions remain unanswered on Day One. What will the future organization look like? Which departments will stay? Who will take on key leadership roles? Often, the consultation process with the works council hasn’t even been completed at this stage.

The solution is both difficult and straightforward: honesty and transparency. If certain decisions haven’t been made or finalized, it’s crucial to communicate that openly. Instead of offering vague reassurance, provide a clear update: The consultation process with the works council is ongoing. We will be holding discussions in the coming days and will update you as soon as we have news.

Employees don’t expect immediate answers — but they do expect consistency and reliability in communication. And that starts with honesty.

Beyond Communication and Leadership

Some situations add another layer of complexity — especially when the target company is no longer fully operational. This can happen in an asset deal involving employee transfers during insolvency or a carve-out where key functions must be rebuilt from scratch.

In such cases, critical questions arise: Who will ensure that wages and salaries are paid on time? Is the supply chain management able to order raw materials for the production?

These challenges must be addressed in advance to Day One. Typically, the seller remains available to provide support, but this preparation phase should never be underestimated — it determines whether the joint restart works or descends into chaos.

On Day One, all essential matters should be clarified. Clear communication is especially crucial in these high-uncertainty scenarios, as employee concerns are often amplified. Unexpected problems will inevitably arise, but the key is to identify and resolve them quickly — above all, in the best interests of the employees.

What Comes After Day One?

After Day One is still before success. The work continues. Integration must be actively managed and consistently driven forward. The key to long-term success is persistence — keeping at it every day.

Day One marks the start of a new era, but is it the most important day? It’s too early to tell. One thing is certain, it is critical.

Every transaction is different, and there is no one-size-fits-all approach to Day One. However, one truth remains:

On Day One, everyone listens closely — not just with their ears, but with their eyes.

This is the moment when leadership and communication matter most.

I am a firm believer in transparency and honesty. Of course, some situations require discretion — such as when final approval from the works council is still pending. But everything that can be shared should be shared. After all, trust isn’t built on perfection but on clear, reliable communication.

The Hidden Planners of PMI

by admincf | Jan 1, 2025 | Insight, Newsroom

We are out of the game at this point!

“With respect, we have nothing to do with that at all. We're out of the process with the signing.” I received this comment a few weeks ago after my presentation, Why M&A Advisors Need to Consider PMI. from a representative of the sell-side.

Of course, I had expected this reaction, but it still stung. “It's not necessarily friendly in the shark tank,” someone said to me later. The title of my presentation was deliberately provocative: Why M&A Advisors Need to Consider PMI.I had challenged the sell-side — and received the expected reaction.

Everyone agreed that buy-side advisors should think about integration and the realization of acquisition targets. But is that enough? Or would it perhaps be better, easier, and quicker if the sell-side also anticipated the next step?

Two parties with conflicting interests?

In one corner: the sell-side, presenting a beautifully packaged company to be sold in the best possible way. Typically, "best possible" is equated with the highest price. In the other corner: the buy-side, aiming to acquire the company while pursuing their own goals and objectives that they want to achieve with the acquisition. And we all know: “The blessing is in the purchase.” That's why the buy-side is interested in paying as little as possible.

From a bird's eye view, this is exactly what a transaction looks like — highly simplified, yet realistic.

On closer inspection, however, numerous secondary conditions come into play. Time is money: the faster the transaction is closed, the better. The buy-side calculates based on a business case and derives a maximum purchase price from it. This business case includes risks identified during due diligence — risks that the sell-side was unable to refute.

This is where it gets exciting. Some risks can be mitigated through insurance, with the premium factored into the purchase price. Other risks are managed via subsequent purchase price adjustments or earn-out clauses in the contract. Both ultimately affect purchase price expectations.

In the end, everything still revolves around the purchase price — but in a more complex way. To make the process even more complicated, the incentive factor comes into play. I have yet to see a transaction where sell-side advisors were not directly incentivized based on the purchase price.

“Get out of jail free” card

Unlike Monopoly, there are no community-chest cards in M&A transactions to resolve deadlocks. But taking a step aside to adopt a different perspective can help.

The buy-side is interested in achieving its goals with the acquired company and maximizing the business case. This doesn't solely depend on minimizing the purchase price. Once you adopt this perspective, new options emerge. The fascinating part is that these new opportunities benefit not only the buy-side but also the sell-side.

Anyone familiar with game theory knows the prisoner's dilemma: two prisoners are serving short sentences but are offered a leniency program if they testify against the other. If only one testifies, he goes free while the other serves a long sentence. If both testify, the leniency program is void, and they both receive harsher sentences.

The drama of Tosca

Puccini's opera Tosca incorporates such a dilemma in an impressive musical and historical framework. In order not to keep you in suspense, I will not go into the background and historical context.

In the decisive scene, the two protagonists Scarpia and Tosca confront each other. Tosca wants to save her beloved Cavaradossi, sentenced to death by firing squad. Scarpia agrees to use blanks instead of live ammunition — on the condition that Tosca spends the evening with him.

In game theory, this is a perfect example of cooperation: if both cooperate, each achieves their goal but must make sacrifices. Scarpia would have an evening with Tosca but must forgo eliminating his rival, Cavaradossi. Tosca could save her beloved but must endure an evening with Scarpia.

Already at the end of the second act, short-sightedness overtakes them both. Scarpia doesn't order the cartridges to be replaced. Tosca seizes the moment and plunges a knife into Scarpia’s chest before their evening takes off.

Both act to maximize their own gain without considering the other's perspective and evaluation of the options as well as independent decision-making. As a result, both pay the lower price for themselves, but neither achieves their desired outcome.

That only happens in fairy tales, doesn't it?

In real life, situations as dramatic as those in Tosca are rare. Nevertheless, I have seen similar behavior time and again in M&A transactions. Fortunately, no one has ever lost their life - but money has, and not a little.

A few years ago, a unit of developers that was to be carved out of a larger company was sold. Cooperation would have required the sell-side to provide greater transparency regarding employees' skills, while the buy-side would have been allowed to communicate with employees before the closing.

This approach could have enabled the buy-side to persuade more developers to join the new carve-out vehicle, thereby improving their business case. In return, the buy-side would have been open to pay a higher purchase price. Greater transparency from the sell-side would have reduced risks for the buy-side, strengthening their case.

Instead, both sides played the roles of Tosca and Scarpia. The outcome was less than ideal — but it provides a compelling introduction for many of my talks: the story of Martin.

An alternative ending

How could things have been different? After signing — and certainly after closing — the sell-side loses influence over the target. This was a major point of our discussion a few weeks ago.

I can't impose my thoughts on anyone, but I can share them to create opportunities and open up new perspectives. Just as I did in my presentation, the sell-side could encourage the buy-side to adopt a broader viewpoint.

If the buy-side isn't planning extensive integration, the business case will include high risk discounts and long stabilization periods before they reach the steady state. Why wouldn't the sell-side propose minimizing risks and shortening timelines through more active integration?

This approach would offer clear benefits: more active integration management would strengthen the buy-side's business case, increase the target's value, and justify a higher purchase price. Of course, the sell-side would need to sacrifice something — such as greater transparency about the target's status. A joint session on integration setup could reveal strengths and weaknesses that could be addressed before closing.

Such processes typically unfold step by step. Both sides make concessions, and both benefit. By cooperating and building mutual trust, they create a foundation for shared success.

Before the curtain falls

Our world is becoming increasingly diverse, colorful, and also complex. The sustainability of an M&A transaction is not apparent at signing but years later.

It is shortsighted to simply blame the buy-side for integration challenges. This returns us to the one-dimensional thinking demonstrated by Tosca and Scarpia.

Successful M&A transactions require foresight. It pays to think several steps ahead, look years into the future, and adopt a broader perspective. It is important to bear in mind that the other side also has its own goals and valuations.

Cooperation is the key to achieving a shared optimum. Anticipating the next step is crucial. In M&A transactions, this means focusing on the integration of the target — even if the buy-side ultimately bears responsibility for implementation.

Perhaps this is precisely why the “get out of jail free” card is not an individual card, but a community-chest card.

Kick-off Call – Akquisitionen zum Erfolg führen

by admincf | Oct 17, 2024 | Insight, Newsroom

Kick-off Call – Insights aus dem Legal Workstream

Akquisitionen zum Erfolg führen: Einblicke in Post-Merger Integrationen mit Dr. Carsten Friedrichs (The Hardt Group)

In dieser Folge begrüßen unsere Gründungspartner RA Thorsten Rohde und RA Dr. Johannes Baier mit Dr. Carsten Friedrichs den Geschäftsführer der The Hardt Group GmbH.

Seine Begeisterung für Transformationsprojekte und Post Merger Integration hat Carsten schon früh in seiner Laufbahn bei der Boston Consulting Group entdeckt. Sein erstes Projekt führt ihn in eine internationale Post Merger Integration: ein Lateinamerikanisches Unternehmen hat einen der Top-3 Player in Europa gekauft.

Auf seiner Reise folgten mehreren Stationen in Portfolio Unternehmen von Private Equity Fonds, bei denen er die Organisationen durch anspruchsvolle Transformationen geführt hat. Bei The Hardt Group – einer Unternehmensberatung für Transformationsprozesse – begleitet er heute mittelständische Unternehmen bei der erfolgreichen Transformation.

Jetzt reinhören!