This article originally appeared

in the 2012, No. 1, issue of

The journal of high-performance business

Mergers & Acquisitions

Who says M&A

doesn’t create value?
By Thomas J. Herd and Ryan McManus

T he conventional wisdom that most acquisitions destroy

value might be obsolete. Our latest research shows M&A
success rates have climbed, and that top-quartile performers—
and often even median ones—can create substantial amounts
of shareholder value in any industry or region, at any point
in the economic cycle.
a ccenture.com/outlook
 Despite the uncertainty in global
markets, M&A made a comeback in
2011 from its Great Recession low
two years earlier. Now, as the market
rebounds, both strategic and financial
buyers are eyeing ways to turn piles of
cash idled by the economic downturn
into profitable growth.
But given the well-documented list of
failed deals, should M&A be a preferred
growth strategy?
The consensus from a host of studies
focused on M&A during the 1990s
and before would seem to be no.
Using a variety of quantitative
approaches, these analyses have
pegged the merger failure rate as
high as 70 percent and, in some
cases, even 90 percent. Yet despite
clear evidence that M&A deals had
destroyed value more often than not,
corporations and private equity firms
pursued a steadily rising number
of them from 2002 through the
record-breaking year of 2007, before
the economic downturn.
Could these seasoned acquirers have
been wrong? Far from reckless, these
management teams were on to some-
thing. In fact, Accenture research
on deals from 2002 through 2009
(research that also takes into account
the financial implications of those
deals through 2011) shows that 58
percent of all mergers and acquisitions
during that period did, in fact, create
value (see chart, page 3). That value was
attributable, we believe, to a variety
of factors (see sidebar, page 5).
And that’s not the only myth our
analyses debunked. A number of other
commonly held beliefs about mergers
and acquisitions are also showing
signs of strain.
Indeed, our research indicates that
companies can create substantial
amounts of shareholder value in any
industry or region at any point in
2
Outlook 2012
the economic cycle and using various
Number 1 financing options.
Myth: Timing is everything
While a deal’s timing can be vitally
important, our findings demonstrate
that M&A success is nonetheless
possible for top-quartile performers—
and even median performers in most
industries—at any point in the macro-
economic cycle. We saw examples of
success in the most recent economic
cycle’s trough as well as during its
peak. We also discovered examples
of deals that destroyed value at the
cycle’s top and bottom.
It also turns out that M&A success
does not correlate strongly with the
movement of the stock market in
general. In essence, savvy acquirers
can create outstanding value at
virtually any time, anywhere.
Myth: The industry doesn’t matter
If M&A key success factors can
be applied across different industries,
then the industry itself shouldn’t
matter, right? Wrong. Whether or
not an industry is poised for growth
turns out to be very germane to its
ability to create value from M&A.
Our research shows a wide range
of value-creation potential across
industries, from a median total return
to shareholders of 25 percent for deals
in banking and capital markets to a
discouraging negative 23 percent in
retail and services (see chart, page 4).
While the competitive dynamics in
the two sectors may seem superficially
similar—both have bricks-and-mortar
branches, both are moving to Web-based
interactions with their customers—the
pertinent factor that may explain why
banks succeeded in creating value
while retailers didn’t could be their
outlook toward growth.
Bankers relentlessly acquired and
consolidated from 2002 to 2009,
generating more M&A volume than
any other industry as consumers
across the globe valued established
 Value revisited
Although much of the existing M&A literature suggests that M&A usually destroys
shareholder value, new Accenture research shows that nearly 60 percent of the large
transactions studied actually created value for the acquirer.

Total return to shareholders versus industry benchmarks

(TRS measured 24 months after deal announced)

Significantly
value-destroying deals 22
(TRS less than -20%)

39% Significantly
value-creating deals
(TRS greater than 20%)

Value-destroying deals 20
(TRS less than zero)

19

Value-creating deals
(TRS greater than zero)

Source: Accenture analysis

banking brands (the financial crisis
that broke out in 2008 does not appear
to have significantly accelerated
consolidation in the industry). Cross-
border deals, such as the Royal Bank
of Canada’s acquisition of RBTT
Financial Group and Vienna-based
Erste Group Bank’s acquisition of a
substantial stake in Banca Comerciala
Romana, were particularly successful
in bringing trusted, stable brands
and global capabilities to consumers
in emerging economies.
Retailers, on the other hand, thought
small and looked inward. Leading
players have suffered well-documented
challenges in trying to move into
new markets to capture growth. As
a result, from 2002 to 2009, there
were no acquisitions in the emerging-
markets retail sector by developed-
economy acquirers among the 500
largest deals.
3
Outlook 2012 Industry is also important in the
Number 1 sense that less concentrated industries
tend to create more value from
M&A than more heavily concentrated
industries, as measured by the
Herfindahl–Hirschman Index. Our
findings show this relationship is
fairly loose—after all, banking and
retail are both relatively fragmented.
But it’s possible that we would have
found more evidence of this trend
if we hadn’t confined our research to
the 500 largest deals.
As earlier researchers have reported,
less concentrated industries offer
prospective acquirers a target-rich
environment where they can find and
acquire smaller best-fit companies that
meet their exact screening criteria—an
advantage that’s somewhat blunted if
the acquirer is determined to do a very
large deal. Further, earlier researchers
have reported that less-concentrated
industries tend to be less mature and
less regulated than more concentrated
industries, making change easier to
enact during a deal’s critical merger
integration phase.
 Is there an industry advantage?
While deals in some industries create more value than those in other sectors,
top-quartile performers in every industry create value from M&A.

Acquirer total return to shareholders versus industry index, by industry

Top 500 deals from June 2002 to September 2009
(TRS measured 24 months after deal announced)
Range: 2nd and 3rd quartile (25th—75th percentile)
Median TRS %
100%

90

80

70

60
TRS vs. industry index %

50

40

30 25%
23 21 20
20
9
10 5 5 5
2 2
0
-3
-10
-12
-20 -23

-30

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Source: Accenture analysis

Myth: Size matters diligence and mobilize the resources

The bigger the deal, the bigger the
return. In fact, usually just the opposite
is true: Smaller deals actually do
better than larger ones. That’s probably
because smaller deals minimize a
variety of risks, such as building
executive and board alignment regarding
the deal, or maintaining the secrecy
that keeps other potential suitors in
4
Outlook 2012 the dark. Smaller deals also typically
Number 1 make it easier to conduct effective due
required for governing complex merger
integration efforts.
The largest deals could also represent
a significant shift away from a
company’s core business and strategy
and as such present higher risks. Simply
put, an ambitious M&A effort can
distract and drain the resources of
even the biggest and most capable
acquirers. Even within our data set
of deals greater than $2 billion, we found
About the research
We examined the 500 largest M&A
deals made worldwide by publicly traded
acquirers between 2002 and September
2009—and then looked at their financial
performance two years after the deal was
announced, through September 2011. We
used total return to shareholders (TRS)—
a stock’s net change in value over a period
of time, including dividends—relative to
a Standard & Poor’s industry index as
our measure of M&A success. While we
recognize that no single right way exists
to measure performance, TRS provides an
objective, quantifiable street-level view
of a deal’s success.
We measured the acquiring company’s
TRS relative to its industry index 24
months after the deal’s announcement
date. This enabled us to capture the
impact of integrating the target and the
longer-term benefits of the acquisition.
We deemed this method superior in terms
of real-world impact to such alternatives
as simply measuring the market’s initial
perspective of the deal’s promise based
on short-term share price movements.
5
Outlook 2012
Number 1
We recognize that many factors can
influence a company’s share price per-
formance relative to its industry peers
over 24 months. However, for large M&A
deals, Accenture’s experience is that the
progress and results of the integration
program are by far the largest drivers of
TRS performance.
We chose 24 months because Accenture’s
experience indicates that even the
largest acquisitions should take no longer
than that to integrate. Also, research
shows that the market tends not to value
synergies captured after the second
year of a deal.
Examining deals announced from 2002
to September 2009 enabled us to review
a complete trough-to-peak-to-trough
macroeconomic cycle. Our starting point
was the minor recession that ended in
2002, while our end point was the Great
Recession’s trough in 2009. Since we
measure a deal’s success based on its TRS
24 months after announcement, deals
announced later than September 2009
that deals of less than $20 billion
performed significantly better than
larger ones (see chart, page 6).
It is true that even among the largest
deals, top-quartile performers still
created value—although just barely,
producing few wins big enough to
justify the effort and risk. Admittedly,
just over 30 of the deals exceeded
$20 billion, so our observed sample
is small; nevertheless, the fall-off in
performance was noticeable.
Smaller is also better when it comes
to the size of the acquirer. Our research
confirms earlier studies showing that
M&A success favors smaller acquirers.
Indeed, we found that M&A deals
by large-cap buyers—companies with
more than $100 billion in market
capitalization—actually destroyed
would not have met the 24 months’ criteria
at the time this study was published.
Our analysis was limited to this roughly
seven-year period to capture the M&A
performance of today’s globalized world
and today’s experienced practitioners.
We also wanted to select a period for
which the effects of new technologies,
such as personal productivity tools and
smartphones, were already well established.
In other words, we didn’t want the
increasingly wide adoption of mobile
phones or the Internet in the late 1990s
to potentially bias measuring and explaining
the historical improvements in M&A
success rates.
Finally, we chose only the top 500 deals
for this study because these types of
transactions carry the highest “bet the
company” risk for acquirers and the
careers of their executives. Only deals
of this size are large and comprehensive
enough and affect the acquirer’s overall
fortunes enough to be understood from
long-term TRS analysis.
value during a period when value
creation was the norm.
Some observers have argued that
large companies perform poorly in
M&A compared with smaller counter-
parts because they lack the nimbleness
and focus required to make the right
acquisitions or to integrate them
successfully. Large acquirers are also
thought to suffer disproportionately
from misaligned executive incentives,
since their management team com-
pensation is often based largely
on growth (which includes growth
through acquisitions).
Despite the advent of more transparent
corporate governance, the prevalence
of dedicated in-house M&A teams, and
the promulgation of M&A key success
factors by business school professors
 Why smaller is better
Smaller deals perform better than larger ones. In fact, over a seven-year period,
deals that were in the $1 billion to $5 billion range had the highest upside for the
top-quartile performers of any deals—and those that were greater than $20 billion
had the worst downside.

Acquirer total return to shareholders versus industry index, by size of deal

Top 500 deals from June 2002 to September 2009
(TRS measured 24 months after deal announced)

100%
Range: 2nd and 3rd quartile (25th—75th percentile)
Median TRS %
75
TRS vs. industry index %

50

25

12
10%
3
0
0

-25

1–5 5–10 10–20 >20

Deal size in $ billions

Source: Accenture analysis

and consultants (see sidebar, page 9),
it appears that large acquirers still
create value from M&A less dependably
than their smaller counterparts.
In fairness, it should be noted that
large-cap acquirers accounted for a
disproportionately large share of big
deals—greater than $20 billion—and that
such deals can be exceptionally chal-
lenging when it comes to creating value.
Myth: All strategic
objectives for M&A are equal
6
Outlook 2012 Our research suggests that a clear focus
Number 1 on growth leads to success in M&A.
And while it’s true that companies can
add value through M&A at any point
in the economic cycle, the best chance
of creating shareholder value occurs
when leaders act during the ride up to
the peak of a bull market, not when
the market is falling into the trough or
during the early phases of an economic
recovery.
By far the best years for making
value-creating acquisitions relative
to an industry index were the “climb-
ing” years of 2003–2005, when the
average TRS of our data set of acquir-
ers exceeded that year’s return on their
respective S&P industry indices by at
least 13 percent (see chart, page 8).
 What’s behind the better odds?
We hypothesize that M&A success rates—from the 10 percent to 30 percent success
rates in the past to the 58 percent success rate we found for the 2002–2009 period—
are rising for several reasons (see sidebar, page 9).

First, the increased presence of more engaged boards may be forcing acquiring firms
to do their homework more thoroughly and to report back on success using tested
quantitative measures. Second, unique circumstances that occurred during the
2002–2009 period, such as China’s rapid rise or the bubble economy, could have
tipped results in a positive direction.

And third, leading acquirers are paying greater heed to the lists of M&A integration
success factors propagated by top business school professors and management consult-
ing firms. They are involving business-unit leaders early in the process to screen and
profile the right targets and to identify upfront a deal’s potential to create value or
synergy. These leaders are testing their hypotheses explicitly during due diligence,
and implementing key merger integration success factors (see chart, page 9). They are
treating M&A as a holistic process more often, appointing a single “end-to-end” owner
of the outcome who is supported by process experts along the way. Doing so enables
them to avoid inefficient handoffs of ownership and information between the different
phases of the M&A lifecycle.

We can speculate about why these
were such wildly successful years for
creating shareholder value through
M&A. They were the key bubble
economy years, characterized by
inflated demand and cheaper than
normal credit. In such an environment,
a company’s chances of market success
can increase exponentially.
Also, during these years, underlying
energy and commodity prices were
relatively low compared with the peaks
experienced later in 2007 and 2008.
Cheaper energy and raw materials
mean lower costs and blacker bottom
lines, which can help turn even ques-
tionable investments positive.
Conversely, the worst times for M&A
value creation were the slow recovery
year of 2009 and the peak of the
macroeconomic cycle in 2007, when
the average TRS of large acquisitions
announced in those years dipped to
less than negative 5 percent. In fact,
7
Outlook 2012 we found the three industries that
Number 1 destroyed value from M&A from 2002
to 2009 (retail, energy, and infra-
structure and transportation) all suf-
fered from large, poorly timed deals
at the peak of the cycle in 2007.
In the infrastructure and transpor-
tation industry, for example, one
multibillion-dollar merger in the
United Kingdom was disastrous for
shareholders, since it represented a
doubling down on the country’s resi-
dential housing market at the very
height of the housing bubble. In the
Australian retail and services sector,
one major acquisition was similarly
poorly timed at the macroeconomic
peak in 2007. It consolidated the
country’s leading home improve-
ment retailers just as both consumer
spending and housing values were set
to plummet.
Finally, in the energy sector, sev-
eral deals made by US acquirers to
capitalize on skyrocketing oil prices
in 2007 figured prominently in the
industry’s overall record of value
destruction from M&A.
 Catching the wave
Deals announced during the upswing of a macroeconomic cycle tend to create more value than those announced
during the slide into the trough. The deals with the lowest total return to shareholders in relation to the industry index
were announced in 2007 and 2009, while those with the highest were announced in 2004 and 2005.

Median total return to shareholders versus global GDP growth (24 months)
Top 500 deals from June 2002 to September 2009; year = deal commencement; size of bubble = average deal size
(TRS measured 24 months after deal announced)

30 2002

25 2005

2006 2003
GDP growth % (24 months)

2007 20

15 2004

10
2009
2008

-10 -5 0 5 10 15 20 25

Median TRS vs. industry index % (24 months)

Source: Accenture analysis

Myth: It’s still a most successful deals occurred when

developed-markets game
Even in subpar years like 2007, top-
quartile performers still managed
to create value. But why was M&A
performance in the mild recovery
year of 2002 worse than in 2008, the
epicenter of the Great Recession?
To be sure, management teams are
simply getting better at creating
value from M&A (see sidebar, page
7). But another reason could be the
increasing participation of emerging-
market players. In fact, the practice of
buying into the growth potential and
low-cost nature of emerging markets
had become a significant trend by
8
Outlook 2012 2008, which helped boost acquirer
Number 1 TRS performance. Geographically, the
the target company was in an emerging
market, regardless of where the
acquirer was based, reinforcing the
importance of emerging markets as
drivers of global growth.
Deals focused on emerging markets
made up 15 percent of our data set,
with most occurring during the latter
years of the period under study.
Furthermore, an interesting combination
of lowest average deal size and high-
est TRS emerged when developed-
market companies made acquisitions
in emerging markets.
Emerging markets clearly enjoyed
strong overall macroeconomic growth
(Continued on page 10)
 Key M&A success factors
Accenture’s “Inside Corporate M&A: The Formula of the Fittest” highlights three
core and three enabling M&A success factors:

• Strategy management: Have a strong rationale for making an acquisition as

well as the right methods for screening potential targets.
• Transaction management: Reduce risk by conducting the right valuation,
due diligence and negotiation while minimizing handoffs and information loss between
these activities.
• Integration management: Mobilize and focus the organization on planning and
executing on the deal’s strategic rationale.

The three enabling processes are:

• M&A governance: Make the right decisions using the right people at the right time.
• M&A performance management: Measure success correctly, both in leading and
lagging indicators, and reward performance based on them.
• M&A knowledge management: Leverage and apply lessons from past deals.

Acquirers that create value treat M&A as a holistic process, recognizing they must
seamlessly connect several important capabilities (i.e., target screening, valuation,
due diligence, negotiation, integration management, KPIs and rewards). They also
recognize that practice makes perfect, capturing and reapplying their knowledge from
one deal to the next.

The Accenture Merger Integration Success Factors

Successful merger integrations are driven by eight key principles.

Create value Manage top 5–10 critical decisions

Move beyond integration to focus on Focus on decisions that drive value; because
customer value and retention in order to there are hundreds of decisions, the sheer
realize value. magnitude of change will require a comprehensive
risk management approach.

Set clear aspirations Take action

Establish clear baselines and set Take advantage of unprecedented opportunity for
internal stretch targets; manage market change: mergers create increased momentum for
expectations around achieving synergies. bold transformational change, but there is a limited
window of 18–24 months to achieve synergies.

Ensure frequent communication Address culture issues early

Launch a comprehensive and consistent Identify desired state dimensions and actively
communications strategy immediately. manage employee transition using a transparent
and quick appointment process; avoid slow
decision making.

Avoid gluttony Implement strong governance and

Achieve 80 percent planning certainty
and quickly move to 100 percent
implementation.
tight process controls
Create a single, strong PMO for integration;
manage pace, interdependencies, common
processes and releases to avoid overload.

9
Outlook 2012
Number 1
 Where the action is
Deals for targets in emerging economies create more value, on average, than deals
for targets in developed economies.

Acquirer total return to shareholders versus industry index

Top 500 deals from June 2002 to September 2009
(TRS measured 24 months after deal announced)

100%
Range: 2nd and 3rd quartile (25th—75th percentile)
Median TRS %
80

60
TRS vs. industry index %

40 32

18
20
6%

-6
-20

-40

Developed acquirer, Developed acquirer, Emerging acquirer, Emerging acquirer,

developed target emerging target developed target emerging target

Source: Accenture analysis

(Continued from page 8) company’s stock price far ahead of

deal announcements.
during the study period, which may
have contributed to this success. Another Finally, we discovered that emerging-
possibility is that the market rewarded market players struggle to create
company expansion into high-growth value from acquisitions in developed
markets and that acquiring firms created markets. This shortfall could result
additional value through the transfer of from governance challenges, a lack
capabilities and governance. of familiarity with marketing and
distribution channels, the different
Conversely, the deals that stayed regulatory requirements companies
within developed economies had face when operating in developed
a higher average deal size but the markets—or all of the above (see
lowest median TRS—evidence that chart, above).
these deals cost the most while deliv-
ering the least (but still positive)
benefit. This could reflect lower growth Myth: Cash is king
expectations for developed economies
and perhaps a greater sophistication Cash or equity? Contrary to results
10
Outlook 2012 of financial markets, which could be reported elsewhere in M&A literature,
Number 1 factoring acquisition targets into a we found that when it comes to M&A
 Cash or equity?
M&A success doesn’t appear to be correlated with all-cash deals. In fact, the total
return to shareholders for equity deals is slightly higher than that for cash deals.

Acquirer total return to shareholders versus industry index

Top 500 deals from June 2002 to September 2009
(TRS measured 24 months after deal announced)

40%
Range: 2nd and 3rd quartile
35 (25th—75th percentile)

30 Median TRS %

25

TRS vs. industry index % 20

15
9.4%
10
5.7
5

-5

-10

-15

-20

Equity Cash

Equity deals include all transactions involving exchange of stock; cash deals include
all transactions where the acquirer has purchased the target company’s stock in cash.
Source: Accenture analysis

success, it doesn’t appear to matter
(see chart, above).
A number of prior studies found
that within four days of a deal’s
announcement, the market tended to
reward those using cash more than
those using equity, due mainly to the
positive signals sent by financing a
deal with cash. However, we found that
at the 24-month point that we used in
our analysis, the so-called “signaling
value” of cash has eroded entirely and
has been replaced as an indicator of
the deal’s value-creation potential by
actual results—the synergies achieved,
products launched and talent retained.
In fact, according to our findings,
11
Outlook 2012 cash deals do not outperform equity-
Number 1 financed deals. The average TRS of
cash deals versus the industry index
was 6 percent compared with 9 percent
for deals financed all or in part by equity,
giving equity-financed acquisitions a
slight edge—a surprising finding, espe-
cially since equity financing prevails in
deals greater than $20 billion, which are
also more difficult from the perspective
of shareholder value creation.
Furthermore, the average price for
equity-financed deals is significantly
higher than for cash acquisitions,
despite similar TRS results, and they
occur less than half as often as cash
deals. If there is any signaling value,
it would appear to derive from equity-
financed deals.
Historically, acquirers may have been
keen to use equity to finance a deal
 when they’ve believed their equity was
overvalued. But during the last decade,
they’ve come to realize that equity is
often more dear than cash in an era
of plentiful and cheap credit. Far from
regarding cash as a signal that the
deal was a good one for the acquirer,
the use of scarcer and more valuable
equity should perhaps be viewed as the
acquirer’s ultimate vote of confidence
in a deal’s value-creating potential. In
fact, we found that companies place
a high value on their equity positions
and as such use them only to finance
larger deals in which they have greater
confidence of success.
was the third-worst year in our survey
for acquisitions announced that
ultimately created healthy TRS.
On the other hand, it’s clear that M&A
success strongly matches the macroeco-
nomic cycle as measured by GDP. For
example, the best M&A performances
took place from 2003 through 2005,
a period characterized by rising GDP
as the global economy approached
its peak. Likewise, the worst value-
creation years occurred in 2002 and
2009, and were characterized either by
falling GDP or the weak early stages
of an economic recovery.

Ultimately, M&A activity is a bet on

Myth: The S&P 500
drives deal value
Overall annual movements in the
S&P 500 do not appear to affect M&A
success rates. The year with the highest
overall surge in the S&P 500—2009—
growth. It makes sense that real growth
as measured by global GDP will be a
much better predictor of the median
performance of deals consummated in
a given year than would a secondary
indicator like equity growth within the
S&P 500.

As the global M&A landscape continues to change, companies need to revise

some of their assumptions about the likelihood of success and how to achieve
it. Many of these assumptions may have once been valid. It remains unclear,
however, whether the M&A success rates of the past 10 years will predict future
dynamics or if this period benefited from a unique set of circumstances. It was,
after all, an era of extensive globalization and high returns in emerging markets;
productivity improvements driven by digital technology and communications;
and cheap, widely available credit. Our research provides a new sounding board
for leaders tempted to test the M&A waters, enabling them to move more confidently
and with greater chances of success.

12
Outlook 2012
Number 1
 About the authors

Thomas J. Herd is the managing director of Accenture’s North America Mergers

& Acquisitions group. He has 15 years of consulting experience in industries such as
energy, chemicals, metals, forest products, government, life sciences and consumer
products, and he has assisted with more than 35 M&A engagements. Mr. Herd has also
written numerous articles on achieving success through many phases of the M&A lifecycle.
He is based in Chicago.

thomas.j.herd@accenture.com

New York-based Ryan McManus is the Accenture Global Strategy Operations lead.
Mr. McManus, who is also a senior manager in the company’s global M&A Strategy group,
has published a number of articles on international market expansion and emerging
market entry.

ryan.mcmanus@accenture.com

The authors would like to thank Mirko Dier, Meng Yen Ti, Markus Rimner, Dhruv Sarda
and the Accenture GTIN Strategy team for their contributions to this article.

Outlook is published by Accenture.

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