Transaction Services Roundtable

How synergies drive

successful acquisitions
Identifying, realizing, and tracking synergies
in the M&A process
Table of contents
How synergies drive successful acquisitions

As seen through the eyes of roundtable participants in:

Dallas Silicon Valley

Albert Hoover, AT&T Mark Copman, 3M
Douglas Glen, MetroPCS Kristina Omari, Adobe
Jacob Sayer, Avago
Harish Mysore, Perot Systems
Craig Johnson, Cadence
Barbara Papas, Texas Instruments Sandeep Johri, HP
John Rexford, Affiliated Computer Services John Zdrodowski, Intel
Scott Thanisch, Sabre Holdings Ross Katchman, LSI
Luis Castellanos Torres, Wal-Mart Kevin Kettler, McKesson
Chris King, Medtronic
Marc Brown, Microsoft
J.R. Ahn, NetApp
Brian Moriarty, Sun
Charlie Rice, Symantec
Contents

Effectively realizing synergiesModeling 1

Synergy validation
Negative synergies
PwC point of view
Effectively realizing synergiesExecuting 7
Challenges for synergy realization
Talent retention
PwC point of view
Effectively realizing synergiesTracking 13
PwC point of view
Long story short 16
Key takewaysInsights into synergies 17

A note on the survey charts

A short survey was conducted among the roundtable participants to better understand
their approaches to synergies in the acquisition process. Some of the responses are
shown in this report. Despite the small sample size, we view the survey results as an
accurate indicator of the challenges associated with modeling, executing, and tracking
synergies throughout the deal process, and they are presented here for that purpose.
The market rewards or punishes shareholders of
a combined company depending on how well its
management succeeds at establishing and, ultimately,
achieving one primary objective: create value that
exceeds the cost of acquisition.
Exploring synergies

When applied to deals and valuation theory, synergy means both companies win.
The sellers shareholders receive an acquisition premium, and the buyer realizes
shareholder value by capturing synergies above what is required to justify the deal
premium. Because synergies are fundamentally the only tangible justification for
making an acquisition, sophisticated and repetitive buyers must orient their acquisition
processesfrom screening through post-integration monitoringto focus deal and
business unit teams on identifying, quantifying, executing, and tracking synergies by
deal, business unit, deal type, and across the portfolio of acquisitions.

To provide business leaders opportunities to share best practices and learn

from the obstacles and pitfalls their peers encounter in the acquisition process,
PricewaterhouseCoopers (PwC) facilitated roundtable discussions in Dallas and Silicon
Valley. Composed primarily of corporate development leaders, participants shared their
perspectives and experiences related to synergies.

A well-defined, disciplined, and transparent approach to synergies increases the

probability of achieving them. Such an approach involves:

1. Modeling synergies: Conducting synergy and value driver analyses,

including probability weighting of financial impact and success
2. Executing synergies: Creating a detailed work plan that identifies
dedicated and accountable resources
3. Tracking synergies: Implementing robust approaches to synergy tracking
and reporting

We hope you will find this summary of our roundtable participants conversations
about synergies in the deal process informative and enlightening. We think it provides
a practical perspective to some of the challenges and potential solutions facing
corporate development professionals.

Our thanks to all who added to the dynamics of each roundtable by generously and
candidly sharing their valuable experiences and viewpoints. We are honored to be
able to host such discussions and appreciate the opportunity to learn from our clients
and friends.

Rob Fisher Dana Drury

Transaction Services partner Transaction Services partner
Technology industry M&A leader
Effectively realizing
synergiesModeling
Diligence feels like speed dating. You have a short timeline to make a critical
decision that equates to marriage. The target shows off its colors, and you
need to decipher between infatuation and a truematch.
To prepare a deal model, acquirers need information to validate deal-sensitive
assumptions. In the context of a competitive auction process, the seller completely
controls the abundance or relative scarcity of this information. Accordingly, identifying
and validating value drivers need to be high-priority outputs of due diligence. This
process can best be accomplished with a good starting point, which requires a
focused playbook and the judgment and discipline to walk away in the face of what
one participant described as toxic levels of uncertainty.

As seen through the eyes of participants

When modeling potential synergies, the
finance and corporate development teams
typically develop initial assumptions
based on a collection of target-provided
information and other public data (see
chart 1).
In general, the more detailed the initial
assumptions, the more relevant it will be
to the negotiation approval process and,
ultimately, to the diligence teams charged
with validating the final investment thesis.
One participant described how his company
utilizes a proprietary database of synergies
developed from dozens of past transactions
by the functional and business unit diligence
and integration teams. The deal modelers
use this database as a source for initial
synergy estimates and as a control to limit
overly optimistic assumptions.

Chart 1

Synergy calculations require multiple data sources, with the most critical inputs coming from target
discussions, analyzed diligence information, and other public data.

Typical
Typical inputs
inputsfor
forinitial
initialsynergy
synergycalculations
calculations

Discussions with target 100%

Analysis of target-provided
90%
information in due diligence

Quarterly/annual filings 80%

General industry knowledge 70%

Analyst reports 60%

Note: Results represent the percentage of 10 survey participants that use the given input for their initial synergy calculations.
Respondents could select more than one input.

2
 A challenge many companies face is the
way they approach diligence. Frequently,
the diligence process revolves around a
dense series of checklists used to unearth
everything that could be wrong with the
target company. Rather than trying to cover
every possible variable or scenario, a more
efficient approach breaks down the key
value drivers and risk areas before diligence.
We apply the same large sledgehammer to all nails, regardless of
size or circumstance.
Synergy validation
Before synergies can be realized from an
acquisition, synergy assumptions must
be accurately identified then validated
by the functional units responsible for
hitting the targets. When functional
units own the numbers and they are
vetted by subject matter experts, the
accuracy of the synergy estimates
increases. Panelists reported having more
success with core acquisitions, such
as consolidating a competitor or closely
adjacent entity. Synergies in these types
of core acquisitions typically are easier
to model, integrate, and realize because
the acquirer has a better understanding of
the business and already possesses the
systems and business process platforms
in which to consolidate redundant
activities and drive alignment around
customer and product strategies.
Panelists also reported more successful
business combinations that relied on
cost synergies as opposed to revenue
synergies. One reason could be that
Weve had success in achieving synergies if the acquisition was closer to our
core rather than going too far away from the core. If you go too far away, we
typically discount all the synergies that the operating people put in the model.
3
Its easy for the diligence team to get lost
when theyre looking at everything instead
of concentrating on the things that can
potentially make or break the deal.
cost synergiesheadcount reduction,
elimination of surplus facilities, reduced
overhead, increased purchasing power
are more quantifiable and easier to
identify and track. In contrast, revenue
synergiesmarketing and selling
complementary product sets, cross-
selling into a new customer base or
channel, access to new markets, reduced
competitiontend to involve a greater
number of variables and rely on more
subjective assessments to reach synergy
goals. Revenue synergies also depend
highly on the behavior of third parties
including customers, resellers, and even
competitors, and thus present variables
that are challenging to model. Though
large revenue synergy targets sound
theoretically achievable, they are rarely
fully met and generally require more time
and cost more than anticipated, according
to panelists. This increases scrutiny on
revenue growth acquisitions with fewer
cost synergies.
Theres a certain type of acquisition that weve had a lot of success with,
and it follows that pattern where we are consolidating a competitor. There are
lots of cost synergies, and those are the things you can really count on. You
feel a lot more comfortable about the synergy projections. However, when
it comes to revenue synergies, weve missed so many. As a rule, we now
automatically discount them by 20 percent or more.

Negative synergies

Our panelists uniformly warned that deal
modelers who exclude negative synergies
often do so at their own peril. Though
most acquirers rely on a range of sources
when conducting synergy analysis,
negative synergies that are not accurately
captured can prevent a deal from meeting
expectations or, ultimately, cause a deal
to crumble. Chart 2 shows the types of
negative synergies panelists typically
address and quantify in diligence.

Some negative synergies are obvious, such as overlapping customers with a

preference for multiple suppliers or misalignment of compensation practices,
but others can be more subtle and really require almost a separate thought
process or work stream to truly uncover and quantify. A good example is
something as simple as misalignment of accounting policies, which, while
not affecting cash flows, can materially affect the operating margins of the
business inside our organization. Weve been surprised enough to add a
separate component to our evaluation scorecard that reminds business and
corporate teams to specifically address the potential for downside.

Chart 2
Negative synergies
synergies typically
typically addressed
addressedand
andquantified
quantifiedpre-announcement
pre-announcement

Negative effects of conforming accounting 90%

policies or practices differences

Additional infrastructure or sales and 80%

marketing investments

More generous employee benefits 70%

Revenueoverlap customers with 70%

multivendor requirements

Revenue from competitors or 60%

competing channels

Conflicting suppliers with more 30%

favorable pricing

Note: Results represent the percentage of 10 survey participants who address a certain type of negative synergy. Respondents could
select more than one type of negative synergy.

4
 PwCs point of view
Inaccuracies in the identification and
validation of synergies often play a
critical role when acquisitions fail to
meet expectations. Leading practices to
mitigate these issues address:
1. Synergy identification
A significant number of companies use
a siloed approach when conducting
diligence. For example, corporate
development works with bankers to
determine synergies and valuation
while finance and legal conduct a
comprehensive diligence review to identify
deal breakers. This approach can create
inaccurate synergy estimates or cause the
diligence team to waste valuable time on
risks that are not relevant to the valuation
model. PwCs approach is to identify key
value drivers and risk areas at the start of
diligence. The diligence teams can then
programmatically focus on:
PwCs approach focuses on performing
diligence on the drivers that have the
biggest impact on the valuation model
while mitigating risks. Though the
availability of information is often limited
during the diligence phase, maintaining
a focus on key value drivers and risk
areas helps prioritize information requests
and management discussions. Absent
clear expectations to address synergies,
diligence teams can become so distracted
by deal killers and red flags that they
lose sight of the real objectives of the
transaction: create shareholder value
through synergy realization.

Analyzing baseline historical

results and forecasts to assess
standalone value
Identifying synergies, including the
probability of success, the timing of
realization, and the cost to realize
synergies
Assessing and mitigating key risk areas
or potential deal killers

5
2. Synergy validation and accountability
If companies do not validate synergies
with the respective functional owners
during diligence, they face two major
risks. First, inaccurate estimates are
more likely to occur without validation
from functional owners, who are best
positioned to assess: a) the cost savings
or revenue growth potential; b) the
investments required; and c) the timing
and probability of successful synergy
realization. Second, the risk of a post-
deal synergy shortfall increases without
validation because the actual teams
required to execute and deliver synergies
have no stake in the goals they are being
asked to achieve. For instance, a product
development team may be excited about
acquiring a product, but the sales team
might not be aligned to reprioritize its
efforts to meet the revenue synergies.
It is critical to validate synergiesthe
single biggest drivers of deal value
and assign owners to drive post-deal
accountability before you sign the merger
agreement. This validation sets the stage
for accountability during execution. Clear
ownership and accountability for targets
are essential to achieve synergies.
3. Negative synergies
Negative synergies play a pivotal role
in many transactions, but despite the
high financial cost of the negative
aspects of integrating an acquisition,
these synergies often are overlooked
and underestimated. Vetting the costs
associated with any estimated negative
synergies and incorporating these
numbers into the overall valuation are
crucial to creating a realistic model. For
example, the costs and potential financial
statement ramifications of converging two
companies revenue recognition policies
can be significant because of complex
accounting rules and varying business
practices. Accurately capturing these
types of negative synergies can help
companies avoid disaster by taking a deal
off the table before they invest significant
amounts of time and resources.
6
 Effectively realizing
synergiesExecution
With respect to targeting synergies, theres often a different perspective
as to whats achievable between the generals in the ivory tower and the
functional team leaders on the front lines in the actual integration. I find that
the corporate development team often plays that mediator role, trying to
figure out what is actually feasible.

7
When strategic initiativesincluding acquisitionsfail to fully realize their expected
outcomes, the most common reason is weak execution, not flawed strategy. On this
basis, companies should focus on ensuring the essential elements of successful
execution are in place. Otherwise, they jeopardize their ability to create shareholder
value through acquisitions.

As seen through the eyes of participants

Roundtable participants consistently
expressed how important accountability
and ownership are to realizing synergies.
Typically, the corporate development
and finance teams serve as a check
and balance to each other, while the
business unit and functional teams are
accountable for synergy execution.
Vetting synergy assumptions requires
input from all departments, including
operations, finance, strategy, business
development, sales and marketing,
product development, IT, legal, etc.

Chart 3

Accountability for synergy targets typically is distributed between business unit leadership, functional
owners, and the integration leader.

Organizationalaccountability
Organizational accountabilityforfor synergies
synergies

Business unit leadership 70%

Functional groups 50%

Integration leader/function 40%

Other 10%

Note: Results represent the percentage of 10 survey participants who assign accountability for synergy targets among business
unit leadership, functional groups, the integration leader, or another party. Participants could select more than one option.

8
 Challenges for synergy realization
The strategic factors that play a role in Among our panelists, delayed integration
realizing synergies can vary depending on and underestimated integration
the type of synergies targeted. For cost complexity are the primary drivers
synergies, executive managements tone of unrealized synergies, followed by
and monitoring are crucial to securing overestimated synergies and a lack of
functional commitments. Transparency accountability (see chart 4). Also, most
and leadership assignment are keys panelists companies will permit changes
to achieving business combination to synergy estimates without adverse
synergies. Many revenue synergies consequences to compensation (see
rely on execution by the sales and chart 5).
product/engineering teams, which align
their efforts through a combination of
technologies that may then be sold
through new distribution channels. This
alignment may be more difficult to attain
on smaller transactions.

Chart 4

Most common
commonchallenges
challengesaffecting
affectingsynergy
synergy realization
realization

Delays in implementing planned actions 70%

Integration costs/complexities
60%
were underestimated
Potential synergies and cost savings
60%
were overestimated
Lack of accountability for particular actions 50%

Culture and communication issues 40%

Integration plan improperly
30%
managed/executed post-close
System/IT compatibility issues 10%

Insufficient data was provided in due diligence 10%

Note: Results represent which obstacles were chosen by the 10 survey respondents as possible challenges to realizing synergies. Respondents
could select more than one obstacle.

9
Chart 5

For surveyed panelists, the majority did allow synergy estimates to be revised without adverse
consequences in compensation or incentives.

Changes to synergy estimates

estimates

12.5%

12.5%

75%

Never
Yes, between announcement and close
Yes, as needed/circumstances change

Talent retention
A significant amount of synergies are generally use financial incentives to
enabled through successful employee retain key personnel from one to three
retention. However, participants yearspostacquisition.
expressed issues with retaining talented
people. On average, companies

Essentially, depending on the company weve looked at, we may allocate 10

percent of the acquisition price to retain employees. Sometimes its pushed
to 15 percent with a small company. Obviously, it depends in part on who
is getting a paydayif somebodys getting too much (money) theres not a
whole lot you can do to incent them to stay.

10
 PwCs point of view
Many factors can derail attempts to
effectively execute on synergies. Issues
often materialize during efforts to drive
synergy accountability and ownership.
Leading practices to better realize
synergies address:
1. Transparency
Realizing synergies requires accurate
and transparent reporting. Transparent
reporting requires setting granular synergy
baseline targets and reporting frequently
to senior management on execution
progress against the baseline targets.
Transparency also requires a very clear
connection to the companys internal
and external financial statements, which
investors and other stakeholders can use
to validate and reward value creation.
Additionally, managements tone and
commitment to reaching targetssuch as
holding delivery teams accountable and
rewarding them for synergy realization
are critical to execution success.
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2. Integration
Delayed integration and underestimating
integration complexity are the primary
drivers of unrealized synergies. Taking a
disciplined, process-oriented approach
and applying leading practices to
integration can make a deal more
successful. PwCs approach follows
seven fundamental tenets for successful
integrations:
Accelerate the transition
Define the integration strategy
Focus on priority initiatives
Prepare for Day One
Communicate with all stakeholders
Establish leadership at all levels
Manage the integration as a
business process
3. Synergy life cycle framework synergy models are substantiated by
During diligence, the synergies must be high-level plans that identify resourcing,
estimated and included in the valuation risks, and dependencies. The business
model. Post-announcement, a more cases should be prioritized to ensure the
detailed level of synergy planning is organization is not overwhelmed. The
required. PwC uses a synergy life cycle company should focus its resources and
framework that helps companies capture energy on the 20 percent of business
synergies through four phases: modeling; cases that drive 80 percent of the
business case development; detailed deals value. These cases must then be
project planning; and tracking. In the supported by detailed project plans and
business case development phase, resourced sufficiently.

PwC Synergy Life Cycle Framework

PwC synergy life cycle framework

Synergy analysis Value driver analysis Value driver execution/synergy tracking

Synergy model Business cases Workplans

Detailed project plan for each value

Outputs

driver initiative based on qualitative

Initial financial model based on limited information from business cases;
information and set of assumptions includes tasks, resources, dates, and
deliverables Synergy tracker

Detailed business case for each value

driver initiative, including qualitative and
quantitative information based on
extensive analysis and information

Due diligence Integration planning Integration execution

Tool used for tracking and reporting synergy

achievement based on quantitative information from
business cases
Timeline

Announcement Deal close

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 Effectively realizing
synergiesTracking
We track actual operating income, actual revenue, and what they said
they were going to spend, and we see if that makes sense. If the operating
profit is good, then the numbers will work well. Typically, the first two years
performance is really strong because thats something that we have an
integration team for, but we really have a hard time tracking it beyond that.
The operating profit typically exceeds what we said we were going to do,
and the revenue typically lags a little bit behind. Usually, we never get the
sales synergies.

13
As seen through the eyes of participants
Synergies tracked generally include Synergies most frequently realized by
revenue, operating costs, and earnings panelists include cross-selling, headcount
before interest, taxes, depreciation, reduction, entry into new markets, and
and amortization (EBITDA). Comparing the elimination of redundant offices (see
these results with the deal model is chart 6). A number of panelists described
a common method used to evaluate a high degree of conservatism in modeling
the success of the transaction. Most revenue synergy targets because of
companies also track nonfinancial perceived risks and a lack of available
metrics such as employee and customer data prior to announcement.
retention, product release dates, and
integration milestones.

Our point of view is that revenue synergies are a very low probability. You
ought to spend the time to measure cost synergies discretely to estimate
them and track them. However, youre going to track them separately. The
negative synergies, youve just got to have your eyes wide open because
culture can cause a negative synergy.

Chart 6

Synergy realization
Synergy realization

Revenue growthcomplementary
100%
product sets/cross selling
Cost reductionhead count reduction 100%

Revenue growthaccess to new

88%
regional markets
Cost reductioneliminate surplus offices
75%

Cost reductionreduced
38%
production overhead

Cost reductionincreased 38%

purchasing power
Revenue growthreduced competition 13%

Note: Results represent the percentage of eight survey respondents who reported realizing certain types of revenue or cost synergies.

14
 PwCs point of view
A mature deal process incorporates
a thoughtful, proactive approach to
tracking synergies. Leading practices to
measure deal success often include an
emphasis on:
1. Synergy tracking
Most companies track high-level metrics,
such as total cost synergies and head
count retention, but few have a robust
process that ties integration milestones
to synergy realization targets. To prevent
post-closing surprises, companies should
aggressively monitor the progress of
more granular synergy targets. While
responsibility for delivering synergies
may rest with specific business units
and functions, a centralized process
and set of tools for monitoring, tracking,
and reporting synergies is essential
to delivering results. Tracking and
measuring synergies is also essential to
communicating progress on stated deal
objectives to the market.
15
2. Deal process
Deal success is driven by defining and
deploying a repeatable, scalable, and
evolving M&A process. A mature process
instills the right tollgates and discipline
to drive successful acquisitions, from
deal sourcing through diligence and
integration. We view the critical steps in
managing the deal process as:
Deal evaluation
Negotiation and close
Integration
Capturing value
In-depth due diligence is crucial to deal
evaluation, including cost and revenue
synergy analysis, and synergy tracking
is a key component in the integration
phase that acts as a report card on pre-
deal synergy valuation and post-deal
execution. Measuring shareholder value:
3. Measuring shareholder value
Although most companies find it difficult
to measure useful metrics outside
profit-and-loss targets and operational
milestones, it is vital to factor the intended
shareholder value creation targets into
a transactions success. Companies
that measure the economic value added
by acquisitions will ensure a cause-
and-effect scenario is built for each
transaction. This will improve a companys
understanding of deal successes and
failures and enhance decision making.
Long story short
As the economy rebounds and the
credit crunch eases, acquisitions
will reemerge as a strategic tool
for generating shareholder value.
When buyers prospects of hitting
initial value expectations rise, deal
timelines will shrink, placing a
greater emphasis on due diligence
and putting a higher premium
on the teams conducting the
acquisition process.
As leaders on their respective
companies corporate development
teams, our panelists consistently
expressed the importance of:
1. Recognizing potential synergies
and incorporating them into the
valuation process
2. Transparency and accountability
throughout the execution phase
of an integration
3. Tracking synergies post-deal
to enable proper evaluation of
theacquisition
16
 Key takeawaysInsights into synergies
Stronger balance sheets and an improved
credit market often help pave the way
to strategic deal making. By effectively
harvesting synergies, companies
increase the chances of achieving
aggressive targets and creating
additional shareholder value.
Establishing a scalable, robust playbook
that rigorously assesses risks and
identifies value drivers is intrinsic to
realizing synergies. Companies that apply
the same rigid, all-inclusive process to all
deals, regardless of size or complexity,
may not be nimble enough to capitalize
on their potential acquisitions.
Though acquisitions outside a companys
core can be successful, experience shows
it is more difficult to realize synergies
and increase shareholder valuein
non-core deals.
Assigning accountability for synergy
planning, prioritizing value drivers, and
establishing clear roles throughout the
deal process are critical to success.
The bottom line: Leveraging processes,
people, templates, and tools that
quickly and accurately capture and track
synergies is essential to an effective M&A
process. By themselves, these factors
may not guarantee value creation, but
without them a deal makers prospects
for success diminish considerably.
Again, we thank our roundtable participants
for sharing their experiences with us and,
through this summary, with you.

Even when the M&A process correctly

identifies and realizes cost and revenue
synergies, an acquisition can still be
disrupted by failing to accurately
capture the negative synergies
inherent in every deal.

17
 About PricewaterhouseCoopers Transaction Services group
The PricewaterhouseCoopers Transaction
Services practice provides due diligence for
M&A transactions, along with advice on M&A
strategy, deal evaluation and integration,
restructuring, divestitures and separation,
valuations, accounting, financial reporting, and
capital raising. With approximately 1,000 deal
professionals in 16 cities in the United States, and
a global network of over 6,000 deal professionals
in 90 countries, experienced teams are deployed
with deep industry and local market knowledge
and technical experience tailored to each clients
Other Transaction Services publications
US technology M&A insights: Analysis and
trends in US technology M&A activity 2010
Entertainment & media M&A insights: Analysis
and trends in US M&A activity2010
TS insights: Key considerations in preparing
and executing an IPOA summary of a
recent IPO Conference in Silicon Valley
Capturing synergies during integration:
How to complete the M&A integration
process, minimize disruptions, and
achieve desired synergies
Speed of integration improves M&A success:
PwC M&A Integration Survey Report 2008
Post-Merger Integration Survey 2009:
European results
For information about these or other PwC
publications, please contact a Transaction
Services professional listed on the back page.
18
situation. The Transaction Services team can be
involved from strategy to integration and employ
an integrated business approach to uncover
the realities of a deal. The field-proven, globally
consistent, controlled deal process helps clients
minimize their risks, progress with the right deals,
and capture value both at the deal table and after
the deal closes.
For more information about M&A and related
PricewaterhouseCoopers services, please visit
www.pwc.com/ustransactionservices.
About PricewaterhouseCoopers
PricewaterhouseCoopers (www.pwc.com)
provides industry-focused assurance, tax
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PricewaterhouseCoopers refers to
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requires, the PricewaterhouseCoopers global
network or other member firms of the network,
each of which is a separate and independent
legal entity.
18
For a deeper conversation about capturing synergies in the acquisition process, please contact:

Rob Fisher Gregg Nahass

(408) 817-4493 (213) 356-6245
rob.fisher@us.pwc.com gregory.d.nahass@us.pwc.com

Todson Page Mike Giguere

(408) 817-1223 (617) 803-6377
todson.page@us.pwc.com mike.giguere@us.pwc.com

Amity Millhiser Marc Suidan

(408) 817-7850 (408) 817-7908
amity.s.millhiser@us.pwc.com marc.suidan@us.pwc.com

Bryan McLaughlin Todd Weissmueller

(408) 817-3760 (214) 754-7382
bryan.mclaughlin@us.pwc.com todd.weissmueller@us.pwc.com

Dana Drury Debra Skorupka

(214) 758-8245 (312) 371-0137
dana.drury@us.pwc.com debra.skorupka@us.pwc.com

pwc.com
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