Move guide

Size the synergies and plan how to unlock them

Your report suggested a move on at least one of these two questions:

  • how big the synergies are, net of what the deal costs you;
  • how easily they can be unlocked.

This move guide builds the synergy number from line items and named accounts. It nets off what the deal could lose you, and weights each line by how much of it is in your control. Then it costs, times and staffs the unlock before close.

1. When it applies

Use this move guide if your report placed either question at "Red flag" or "Doubtful".

Question Where it may sit today Where this move guide aims
How big are they, net of dis-synergies? Red flag: "Even at full success the synergies don't move our numbers, or customer overlap and channel conflict destroy more than they create."
Doubtful: "Magnitude is asserted as a percentage of combined cost or revenue; dis-synergies are not in the model."
Supported: "Magnitude built bottom-up from line items and named accounts, with dis-synergies quantified and netted."
How easily can they be unlocked (cost, time, dependencies)? Red flag: "The synergies need heroics: systems, culture and customers all cooperating at once, and integration of this type has defeated us before."
Doubtful: "Ease is unexamined; the integration budget is one line."
Supported: "Cost, time and dependencies mapped, the plan is resourced, and integration leadership is committed before close."

If both already sit at "Supported" or higher, skip this move guide.

The unlock question is a warning question on the strategic buyer check. A low answer moves the report's verdict toward "Slow down".

2. What to do

Five steps. They take three to four weeks.

  1. Build each synergy bottom-up, from line items and named accounts.
  2. Net it for what the deal could cost you: customers both parties serve, contracts that go to tender, and channels that conflict. Keep only what survives a hostile review.
  3. Weight each synergy by how much is in your control. Mostly in your hands: three-quarters. Half in your hands: a half. Mostly in others' hands: a quarter.
  4. Map the cost, time and dependencies of each unlock, and name the person who will lead the integration.
  5. Check the plan against what your past integrations actually delivered.

Table A below holds the build and the unlock.

3. What to produce

One table.

Table A. The synergies, netted and weighted

Synergy Full value ($) Less: what it could cost us ($) In our control: high, medium or low Weighted value ($) One-off cost and time to unlock
Total

A synergy weighted at full value assumes everyone else will cooperate.

4. A worked example

Illustrative. Written for this move guide. It describes no client.

An insurance broker is buying a smaller rival. The board paper says synergies are "10% of the combined cost base".

The build.

  • The deal team built each line instead: two offices into one, one claims system, and premium the combined sales team could win. The total came to less than half the board paper's figure.

The netting.

  • Fifteen clients use both brokers to spread their risk. Some will move part of their business elsewhere, and that loss came off the total.

The unlock.

  • One claims system needs a migration taking a year and the broker's best two system people. The integration leader was named before signing.

Four weeks on.

Four weeks on Illustrative
  • 3 synergy lines built from the ground up
  • 15 shared clients netted off
  • 1 integration leader named before signing

On a retake, both questions could be answered at "Supported".

What it looked like in our work

From our own work. Figures changed.

For a buyer of a building-products manufacturer, our due diligence sized each synergy twice. Once at its full value, and once weighted by how likely it was to land. Cost synergies mostly in the buyer's hands kept three-quarters of their value. Sales the other party had to win kept a quarter.

Each synergy, weighted by how likely it is to land Figures changed
  • Weighted ($m)
  • Full value ($m)
Each synergy, weighted by how likely it is to land
Weighted ($m)Full value ($m)
Buying the main input together1.32.6
Cross-selling through distributors0.753
Back-office roles0.60.8
Plants0.51
Depots0.450.6
A new region0.251
A retail channel0.150.6

Each bar is the weighted value. Each marker is the full value. Values in millions of dollars a year.

Synergy Likelihood Full value ($m) Weighted ($m)
Back-office roles High (75%) 0.8 0.6
Depots High (75%) 0.6 0.45
Buying the main input together Medium (50%) 2.6 1.3
Plants Medium (50%) 1.0 0.5
Cross-selling through distributors Low (25%) 3.0 0.75
A new region Low (25%) 1.0 0.25
A retail channel Low (25%) 0.6 0.15
Less: group policies the target must adopt Near certain −0.7 −0.6
Net 8.9 3.4

Weighted and netted, the synergies came to under half their full value. The largest line rested on one party buying its main input more cheaply, which needed checking before anyone banked it.

5. Effort and dependencies

Who
  • Synergy ownersBuild their lines bottom-up and agree the weighting.
  • Integration leaderCosts and times the unlock, and is named before close.
  • FinanceNets the losses and checks the plan against past deals.

What you need

How long

  • Three to four weeks.

What gets in the way. We have seen this in our own work:

  • A lease in the way. In a building-products deal, a site consolidation was blocked by a lease that ran for years.

6. How will you know it worked?

The test is whether each line survives a hostile review, and whether the unlock has a leader and a budget. Retake the check when Table A is full. Each of these should be true when you answer:

Question You can answer Supported when A document alone does not count if
How big are they, net of dis-synergies? Each synergy is built from line items and named accounts, with the losses netted. The total is a percentage of the combined cost base.
How easily can they be unlocked (cost, time, dependencies)? The cost, time and dependencies are mapped, the plan is funded, and the leader is named before close. The integration budget is one line.

The worked example is illustrative.

Start the check

Think we've used your work without proper credit? Tell us and we'll fix it.

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