HR Actions Offer Protection During Takeovers
Many concerns trouble HR during a takeover or takeover attempt. What effect will the takeover have on the work force? Will there be layoffs? If so, will the layoffs include top management? At the very least, how can the organization keep productivity and morale up while fighting off this unwanted suitor? How do you deal with the drastic changes that result from a consummated takeover?
"The effect of a takeover on morale is substantial and negative," says Mitchell Lee Marks, principal of William M. Mercer Inc. in Los Angeles. "People become preoccupied. Both the quality and quantity of their work drop. People spend time talking in the coffee room, or running off copies of their resumes at the copy machine," he says.
Often, during the time that the organization is trying to ward off the unwanted suitor, HR isn't involved. It doesn't look as if there's much that human resources can do. "The issues that make a company vulnerable aren't people issues," says Phil Simshauser, president of consulting for Drake Beam Morin in Stamford, Connecticut. Drake Beam Morin's parent company, Harcourt Brace & Co., won a takeover fight with Maxwell Communications in 1989, only to be taken over by General Cinema Corp. in December 1991. The name was changed then to Harcourt General Corp. According to Simshauser, traditionally HR hasn't assumed a strategic role in running the business. During a takeover or takeover attempt, however, human resources can mean the difference between organizational success and disaster.
Keep the company strong.
William W. Holloway is VP of HR for Dayton, Ohio-based NCR Corp., which was the object of a $7.4 billion initially hostile-and successful-take-over bid by AT&T in 1991. Holloway headed the NCR transition team for human resources issues during the merger. According to Holloway, human resources must be responsible for developing people to their fullest capabilities. "This is a security issue," he explains. A strong company that has a high stock price can be a difficult target. "The best defense you can build is to make your business as good and as viable as you can. Keep your eye on that objective, or you'll find yourself doing the wrong things," Holloway points out.
The strength of the organization, however, also makes it more attractive to a buyer that has unlimited resources. "If people want to take you over, and they have the money to do it, it's likely that they will be successful," Holloway explains.
"HR also is the function most in touch with the morale or the temperament of management and the work force, and is, therefore, capable of assessing support, so that when management speaks, it's able to be representative of the company as a whole," Simshauser explains.
"HR must be proactive," Marks says. "[Or] the members of leadership won't assume that HR is part of the answer. There are exceptions in cases in which HR people have been proactive and have proven themselves."
Philip H. Mirvis and Mitchell Lee Marks, in their book, Managing the Merger, report on studies by David Robino and Kenneth DeMeuse, which showed that executives had a much greater appreciation for human resources factors after a merger than they had before. A study of British acquisitions found that companies that gave their post-merger structures and systems a clear "people shape" had better results than companies that didn't. Marks and Mirvis write, "It makes sense, therefore, to involve human resources executives from both sides in early dealings and to gather their counsel not only on HR matters, but also more broadly, on the human side of the combination."
Public relations and employee communications often are relegated to human resources, as well. "One of the most significant things that comes out of a pretakeover process is the information stream. You need to pay close attention to that," Simshauser says.
Developing an understanding of mergers and acquisitions ahead of time is a good strategy for human resources managers, according to Holloway. "There's a lot published on mergers and acquisitions. I have a better appreciation for the subject now. I read all about it about halfway through the merger, and it validated everything I was going through," says Holloway. He points out that all mergers have characteristics in common, and it's helpful to have this kind of understanding before it's needed.
Employee stock ownership can reduce takeover risk.
At the time of its takeover by AT&T, 70% of NCR's stock was in the hands of institutional investors. This made it more difficult to implement a successful defense, according to Holloway. During the attempt to ward off the takeover, NCR bought back a lot of its stock. "It wasn't enough to combat it," he says.
One tactic employed by companies to strengthen themselves against takeovers is to put stock into the hands of employees. Employees have more at stake than external stockholders have, and they can be rallied to support the defense of the company.
On the other hand, the lure of high profits may tempt employees to sell their stock to an acquirer that offers inflated prices in an attempt to gain a controlling share. "Employees get a one-time windfall but eventually may lose their pensions. It can cut both ways," Simshauser says.
Because of this temptation and because they're likely to resent the heavy debt incurred during the defense, it's important to sell employees on the value of the defense, according to Marks. "They don't see the fairness. They think about how the money could have gone into R&D, salary and bonuses. They think about how they have to work harder to pay off the debt, and how the company is losing its capital base, which means that it has to pay more to borrow money," Marks explains. Employees have to understand the up side of the takeover defense. "Tell employees that the increased debt load is bad, but the good side is that the company can retain its independence. It would have been worse if the company had been taken over," Marks says. This selling job is likely to fall heavily to HR.
HR should be the acquisition-team contact.
Often, when one organization is considering acquiring another, it sends an acquisition team to talk with the target's president or CEO and the board of directors. "These teams tend to be looking only for financial information. They view the target as a portfolio. If the takeover is successful, they may recommend closing off a product line or division that isn't bringing in enough money," says Mark Alch, a senior VP for Drake Beam Morin and managing director of the organization's Orange County and Inland Empire offices in California. These teams may gain access to information that may be incomplete without the human side of the picture. Divulging it can damage the welfare of the organization or weaken its position during the defense.
"The VP of HR should be the contact person for all acquisition teams," Alch recommends. The acquisition team is, in a sense, a job applicant. You may have no choice about hiring this applicant, but you're going to have to deal with the team, and who can evaluate a job applicant better than HR?
How does HR deal with the acquisition team? Alch recommends talking alone with the team members, being careful not to give them information that they might use to take over the company. "Don't tell them any more than you have to, and then only information that's already published," Alch says. At the same time, try to extract from the acquisition team as much information as you can, including a history of the acquiring organization and how they dealt with certain acquisitions. The next meeting between the acquisition team and HR should include the CEO. "Prime the CEO. Agree on a list of questions, a format and a strategy. Have a goal in mind," Alch says.
Have a contingency plan.
It's a good idea to develop a contingency plan for takeover attempts and mergers, much as you would have for a major crisis, such as an earthquake. Jim Wright, corporate director of employee and labor relations for Atlanta-based Georgia-Pacific, says, "Begin developing an employee strategy ahead of time."
"Involve leadership, if possible, but if it isn't possible, do it anyway," Marks agrees. Think about how the takeover defense or the takeover is likely to affect the company and how people are going to react. Then make preparations to deal with the effects.
During a takeover attempt, the company is involved in combative activities. Morale is high. "When it appears you're being attacked, people rally around you. We lost little productivity, and morale was pretty good," Holloway says. Occasionally, however, the local press would speculate about what might happen if AT&T was successful and would paint a pessimistic picture. "Constant communication and clarification were necessary, especially in Dayton. The community was nervous about losing NCR's headquarters," Holloway says. AT&T gave strong public assurances that the headquarters wouldn't be moved. It even took out a full-page ad in the local papers to reassure employees and the community. Similar strategies could be planned in advance by the target company and executed as needed.
Employees also need to know that the defensive mode isn't business as usual. "Managers don't have much information, so they don't say much," Marks says. "The employees don't understand. They assume that there's a game plan," he adds.
Think about your communications to employees. How do you announce it? How do you deal with communicating to field locations? There should be one contact person for information about the takeover attempt or about the merger, if the takeover is successful.
A contingency plan should include alternatives to submitting to a dreaded black knight. "If there's an unfriendly suitor, companies often look for a white knight," Marks says. "Who would be a suitable match? Many companies have a friendly-buyer list. HR should see the list and rank it by most- to least-compatible in culture fit. The company may not have much choice, but if it comes down to a choice between two suitors, management can look at HR's recommendations," Marks says. If your organization doesn't have a white-knight list, compile one yourself.
Houston-based Marathon Oil Co. faced a hostile takeover attempt in 1982 by Mobil Corp., at that time headquartered in New York City. Because the suitor was another company in the same business, it was likely that Mobil would want to take Marathon over and run it, eliminating many management positions and laying off workers. "I was working in the Findlay office (then the company's headquarters) at that time," says Ken Matheny, director, HR, for Marathon. "All of us were afraid we'd lose our jobs." When Pittsburgh-based US Steel (now USX Corp.) appeared on the scene as a white knight, the employees were overjoyed.
US Steel and Marathon operated as separate companies following the merger. Most managers at Marathon were unaffected by the deal, according to Matheny. David Roderick, then chairman of US Steel, and Harold Hoopman, president of Marathon, had agreed that US Steel would keep its hands off. They then worked with Marathon's top management to develop a mutually beneficial relationship. Since the takeover, USX has managed Marathon financially and works with top management to develop plans and targets.
The oil company didn't undergo any downsizing until 1986, when the entire industry was downsizing. The layoffs at this time had nothing to do with the takeover, according to Matheny.
"Eleven years later, you can't find an acquisition as large as ours that has gone as smoothly as ours has," Matheny says.
Not all white-knight rescues provide fairy-tale endings, however. White knight DuPont, for example, snatched Conoco Oil Co. from the clutches of a hostile suitor, then turned around and consolidated staff functions, moving the oil company's headquarters to Delaware, according to Mirvis and Marks.
Communication is a top priority for HR during a takeover attempt. Marks recommends preparing a letter to employees. "The message should come down through all the levels in the organization in a letter to employees. They should hear from the inside about the possibility of a takeover, not read it in the paper or hear it on the news," Marks says. "In a crisis, you may have to get the CEO to sign off on a letter, but you can't get to the CEO," he points out. You can get around this problem by having a prototype on hand that already has CEO approval.
Marks recommends making up a packet of 10 questions that employees are likely to ask and the answers to the questions. The packet should be put into the hands of all managers in the event of an attempted takeover.
Keep negotiations amiable.
During this time, HR should work with the individuals who are involved in negotiations with the suitor. It's important to keep negotiations-even unsolicited negotiations-as friendly as possible. If the defense isn't successful, you're going to have to work with the leaders of the acquiring organization. Animosity built up during this time can come back to haunt you later on.
"If the target company's management is resistant or if they're tough negotiators, some managers from the buying company may say, 'We'll get them when we're in charge,'" Marks points out. If care is taken during negotiations, it can smooth the transition once the merger is consummated.
This was the case during AT&T's takeover of NCR. After the takeover was agreed to, the hostile buyer turned into a friendly partner, and the arrangement has worked out well, according to Holloway.
"A lot of the credit for that goes to AT&T. Even though it acquired NCR, it agreed to let NCR take the lead. The company was magnanimous and consistent. It decided that NCR had the right business answers for the computer industry. It followed that NCR would get a leadership role. Unfortunately, many mergers don't work out this well," Holloway says.
One reason for the success of the merger was NCR management's unwillingness to damage company operations during the attempts to ward off the suitor. Some companies will go to great lengths, even resort to tactics that are self-destructive (known as the Jonestown defense; see the glossary), but NCR only took actions that it could defend as sound business practices. "Although we wanted to remain independent, we wouldn't do anything that would damage the company's viability. We were afraid of the takeover, but we didn't want to shoot ourselves in the foot," Holloway explains.
AT&T's approach has paid off for its stockholders. Stock prices have done well since the merger. "The NCR acquisition could have diluted the AT&T stock, but it has continued up," Holloway points out.
Even takeovers as friendly as the acquisitions of Marathon and NCR are likely to have some problems. "There's no such thing as a purely friendly takeover," Marks points out. "It's like a marriage. Everything is fine in the beginning, but after a while, little things start irritating you." HR often can act as a marriage counselor when problems develop.
Even if HR wasn't involved in the initial contact with the buyer, once the takeover is a fact, you should become involved in finding out about the new owner. What does it plan to do with your company? What is its culture? "To some extent, the culture of the buyer is taken over by the acquired company," says Jeffrey Kahn, a management consultant in New York City and clinical assistant professor of psychiatry at Cornell University Medical College.
Form a transition team.
A transition team should be included in the contingency plan. If you don't have a contingency plan, it's important to put a transition team together as soon as possible after the takeover appears imminent. NCR and AT&T each had a transition team. NCR's executive transition team had approximately eight members, who each led a transition team in his or her respective area. NCR's executive transition team met the day after the merger was announced. "We made some fundamental decisions in the first few days," Holloway says. He commends the transition team for the way in which professionals from the two companies cooperated and worked together.
"One of the things that helped us greatly was that we made quick decisions once it was agreed [that we would] merge," says Holloway. "In May 1991 we had agreed to merge, with completion scheduled for September. Don't keep people wondering. It's important to move out, to clarify issues quickly," he says. The transition team was a major factor in providing these quick decisions.
The transition team for the NCR takeover began work in May 1991. It quickly worked out a transition plan that determined how the organization would proceed with the merger.
Georgia-Pacific has been in an acquisition mode for the past 10 years. Wright recommends having a high-level team of implementation managers who can deal "quickly and cleanly with all the issues that come up."
A large part of HR's role during a takeover is educating management. "Let them know that the employees are scared. Often, members of management are so concerned with the financial aspect of the possible takeover that they forget the human and cultural aspects," Marks says.
Management needs to know how important its role is during a takeover. Leaders should show confidence in their ability to provide a positive outcome for the organization. "Leadership is important. It sets the emotional tone for the company, and employees will model the behavior of the leader," Kahn explains.
Managers are needed not only to rally the troops but also to keep the organization running at top speed. You may need to give training to managers that provides guidance on maintaining productivity during a takeover. Marks recommends having ready a list of consultants that offer this training.
Keep employees informed.
Communication between management and the work force is HR's responsibility. "Employees know about the heavy debt burden, but don't know the strategy. Keep employees informed. Have an information strategy," Simshauser says.
"Communicating is critical at all times. During a takeover or intent to merge, constant communications and a lot of flexibility on the part of all parties are vital," Holloway explains. Charles Exley Jr., NCR's CEO, realized the potential distraction of the takeover attempt and communicated to employees that he wanted them to do their jobs, according to Holloway. "He was going to manage the merger issues. There was a lot of work to do. The most important thing was to do your job and do it well."
As soon as the merger was agreed to, the organization immediately broadcast a presentation by satellite to offices of NCR and AT&T throughout the world, and sent videotapes to places that weren't accessible by satellite. The CEOs from both companies took part. They communicated the benefits and commitments to moving the merger forward quickly. They repeated these communications frequently and generated a lot of activity quickly.
"Tell people what to expect. It's better to bite the bullet up front than to lose your credibility," Marks says. You may have to prepare people for a series of transitions and waves of cuts. Sell employees on the new organization.
"Let the staff know what their desired cultural end state will be," Marks says. "Will your culture be absorbed? Will both cultures coexist? Will you have the best of both worlds? A totally new world? Even if the merger calls for total ethnicide, you can do it in a way that will win over the hearts of the employees. This calls for up-front planning. Acquired employees say, 'Tell us the way it's going to be,'" Marks explains.
Cooperate with the buyer.
Once the acquisition is a fait accompli, it's important for everyone in the organization to change their thinking and get with the program. "Hostility doesn't need to flow through to the transition. Keep in mind that the buyer knows little about the organization. It's a numbers game to them; they aren't really hostile," says Gary Sewell, product manager for Minneapolis-based Ceridian.
"People have to switch gears," Holloway agrees. "There was an effort to avoid the merger; then people had to switch gears to cooperate and make it happen. It's amazing how fast people can switch gears. You get people involved quickly and they aren't just sitting on the sideline watching the game. Since the merger, there's been movement between the companies. For many people, it has expanded their career options," he says.
If the takeover defense has left the company with a heavy debt burden, you must deal with the anger that employees feel because of the debt. "To the extent permitted by the Securities and Exchange Commission laws, you should communicate to employees what you're going to do about the debt," Wright says. "Do you have a five-year plan? Are you going to sell the assets? Some employees always will say that any belt-tightening activities are because of debt."
Head off desertions.
Your job is to hold the work force together. This may not be easy if the acquiring firm is planning layoffs. "If you know that job losses are imminent because of duplication of staff in the two companies, make sure that the right people stay, that everyone is treated fairly and that the work force isn't demoralized," Matheny says.
One result of demoralization of the work force is desertion. "If the company is looking at downsizing, it should be done where there's some duplication of effort," Alch says.
You should address the problem of downsizing even before a takeover threatens. "HR should do what it can to develop strong capabilities in its employees, so that they have marketable skills that they can take somewhere else," Holloway says.
"Heavy debt often triggers downsizing. HR needs to be a part of that, both in terms of prioritizing and being a strategic resource as to how that can be accommodated," says Simshauser. The purpose of downsizing may be to deal with debt service, but this approach isn't always a good idea, according to Simshauser. If cuts are too deep or aren't done wisely, future profits may be in jeopardy.
"Some companies are downsizing now, before they become targets," adds Sewell.
During downsizing, however, the workers whom you want to keep often begin to look at other options and may be the targets for recruitment efforts of rival companies. "Look for jobs that haven't been involved in cross-training efforts or other people who would be difficult to replace. These people should be told not to make a move," Alch recommends. If you don't need these people permanently, but they are indispensable for the time being, acknowlege that these jobs may not be here much longer, then give the employees additional pay to stay on as long as you need them. Alch also recommends a strong communication effort on the part of the organization to keep people apprised of the status and specifics of the acquisition, and having activities like picnics, parties, special awards and so on to keep morale up.
"Protect your good people," Marks says. "Have one-on-one talks with key people. Tell them, 'We know how good you are, and there's a role for you here.'" Without these reassurances, your best people may be the first to leave.
Get employee input.
For this reason, and to facilitate the merger, communication with employees should be two-way. That means finding out what employees think about merger issues. "Keep your ear to the ground. Do focus-group interviews and confront management with the data," Marks says. "Senior executives sometimes don't want to hear it. They may be in a state of denial. There are tricks to building credibility for the process, however, to get them to accept it," he adds. Marks suggests these basic approaches:
- Tell them, "I'll talk to another group. Maybe it was a sampling error."
- Confront their denial.
- Hook up with the head of marketing or the head of a business unit and win him or her over to your cause. (It's easier to deal with one client at a time.)
Kahn recommends walking around, talking to people and holding group meetings. Find out what they know, what they're concerned about. "Some things aren't finalized even when a takeover occurs. There's a lot of uncertainty. There are rumors. People will keep every rumor in the backs of their minds and will worry," Kahn says. He recommends structured group meetings that allow co-workers to compare notes. "If employees are reluctant to speak openly, use a questionnaire," he says.
Watch for signs of stress.
Organizations are made up of individuals. Kahn says that HR should be in tune to the organization's response as a whole as well as aware of the effect on individuals, top to bottom. "Some are more susceptible than others. Keep a careful eye on people whose job performance is slipping, who seem tired or show other signs of distress," Kahn says. During a takeover, employees are likely to have more anxiety and depression. "It isn't just their financial well-being that's at stake; it's also self-esteem-what the job has meant to them," Kahn says.
People will respond to uncertainty in their own way. "Some may attempt to ingratiate themselves with their new owners. They may be frightened if they don't make friends ahead of time, or they may try to beat the system," Kahn says.
As noted in Kahn's book, Mental Health in the Workplace: "Too often, since extreme distress is felt to be justified by the unpleasant circumstances, no attempt is made to secure effective treatment."
"Let people know that it's normal to be upset," Marks advises. "Management sometimes has a macho attitude, and may say, 'Good people will have a job, so don't worry.' Good people will worry because they have something going. When headhunters are calling, loyalty goes out the door," Marks says. To ignore these problems is asking for trouble.
Much of the stress is caused by people working together to make things happen and to meet deadlines, according to Holloway. "Mergers and acquisitions create a lot of work, but people's other jobs need to be done, too. Transition teams try to absorb the extra workload and allow other people to go on about their jobs," Holloway says.
Many of the crucial decisions may be in the hands of consultants during a takeover attempt or during the merger, adding to stress on the part of managers, who are used to making these decisions. "You lose control. You don't have an internal set of people who have the expertise, so you have to rely on outside expertise. It's a real change, once you find yourself in this kind of motion," Holloway says.
You may have to help employees deal with the loss of their CEO, in addition to the other stresses brought about by the takeover fight and the acquisition. A study that was conducted by the University of Denver Graduate School of Business of 515 companies that were acquired from 1984 to 1988 found that by August 1990, 65% of the CEOs in the acquired companies had left. When the takeover was hostile, the picture was more grim: 96% had left during the same period, according to Kim Stewart, assistant professor of management at the University of Denver.
The loss of the CEO can be traumatic for a work force that has been through a takeover. "The CEO sets the norm. People don't know what kind of person will replace him or her," Kahn explains.
Be ready to coordinate benefits.
One of the problems that HR has to face during the transition is coordinating the benefits programs of the two organizations. "There's a set of legislative requirements in terms of benefits integration over an extended period of time," Simshauser explains. Benefits represent a significant cost issue and are negotiated as part of the takeover.
AT&T decided that NCR's benefits were designed to be competitive in the computer industry, and AT&T's benefits were competitive in the telecommunications business, so the benefits plans were kept separate. This would have caused problems for employees moving from AT&T to NCR, but the transition team decided to handle this by providing cash awards to close the gap. "They could buy additional benefits, insurance or an annuity. We left it up to them to decide," Holloway explains. The transition plan was paid out over three years. "We thought that in three years, one's career would begin to move, and benefits would fade away as an issue," Holloway says.
Often the acquiring company will wait until the following year to make changes in benefits. "The acquiring company doesn't want to lose employees," Sewell says. These decisions are made based on cost, according to Sewell. "All benefits come under scrutiny. They have to manage the balance sheet," Sewell says. The coordination of benefits is becoming much more complicated. "One company may have a 401(k), and the other may have a defined pension plan, for example," Sewell points out. This means that HR often gets brought in early. It's becoming more common for the companies to continue as separate entities and keep their own benefits packages, according to Sewell.
Georgia-Pacific has dealt with this problem by developing a conversion program for the pension plans of companies that it takes over. "It's a simple thing-a personal-account pension plan, a contributory plan," explains David W. Reynolds, senior VP of HR, administration, for the organization. "We credit a percentage of salary for each employee, who is guaranteed a minimum gain on what's in the personal account. The employee can't lose. When we buy a company, we have an actuarial formula to determine the value of employees' benefit in the pension plan. Then we convert it to our personal-account plan. Employees can start with a considerable amount in their pension plans. If they leave and go to another company after five years, when they become vested in the account, they can take their pension plans with them to the new organization," Reynolds says. The advantages are:
- You don't lose employees
- You don't have to keep up with 15 different pension plans.
Reynolds says that this program has worked out beautifully. "Occasionally, someone near early-retirement age may have a problem if they decide to retire at 55, but if they stay a few years and then retire, they're usually better off under the new plan than they would have been under the old one."
The old pension plan covered the employee until the date the company was acquired. The new plan covers them beginning at that point, according to Reynolds.
Conform to the new organization.
In their book, Mirvis and Marks report on an American Management Association study indicating the importance of organizational fit to the success of the merger. They write: "[C]ombined companies having significant problems with productivity and turnover were three times more likely to have encountered differences between their HR systems than do those with fewer postmerger problems."
The organizational fit is important, but so is the cultural fit, according to Simshauser. "The emphasis often is on integrating our systems. Integrating people is equally important. If the organization has high morale and good productivity, it won't guarantee a rise in stock value, but their absence will guarantee a loss in stock value," Simshauser says.
Wright says, "If you do whatever you can to align your company's values to what you think the new values of the long-term organization will be, you can accelerate the performance carryover of the merger."
Cultural-fit problems can have unusual sources. Kahn tells of a recent takeover of a nonunion organization that resulted in employees' keeping their jobs, but having to become part of a union, with low seniority in the union. "This can create advancement problems for the employees, and the union would play a role in mediating for them. In this case, the nonunionized employees were unhappy and worried," Kahn says.
The 1989 acquisition by Palo Alto, California-based Hewlett-Packard of Chelmsford, Massachusetts-based Apollo Computer met with considerable organizational- and cultural-fit problems, in spite of the fact that they came from the same industry, according to Mirvis and Marks. The authors characterize the polished and polite Hewlett-Packard employees as the "Stepford wives," and the entrepreneurial and confrontational employees of Apollo as the "Hell's Angels." Nevertheless, even such disparate cultures could be integrated by using the shared interests and common technology of the two organizations, and a planning process that allowed both sides to develop a better understanding of each other. (It also didn't hurt the process when a couple of external enemies appeared on the scene: Two of their competitors moved ahead in market share.)
Because AT&T is allowing NCR to continue to operate independently, their individual cultures have continued to evolve as before. The parent company is working on a value system that will permeate the organization, including NCR, according to Holloway.
This approach may become more prevalent in future takeovers. In 1988 Ceridian sponsored a study of mergers and acquisitions, according to Sewell. Since then, the company has watched companies involved in these transactions to see how many of them brought human resources into play.
"The number has been growing of companies that look at benefit plans and other employee-related functions before a takeover," Sewell says. This indicates that the takeover may not be so bad, especially if you get involved in moving your organization through the integration minefield.
Personnel Journal, June 1993, Vol. 72, No. 6, pp. 84-95.