MERGERS & ACQUISITIONS SURVEY ____________________________________________________________________________ On the behalf of the Canadian Advanced Technology Alliance (CATA), we are conducting a survey to validate the key groupings of factors to the success of Merger and Acquisitions (M&A) from the perspective of the firm life cycle (FLC) model, and the market life cycle (MLC) model, based on the paper "MERGERS AND ACQUISITIONS AND PROJECT MANAGEMENT: DEFEATING GRAVITY AND THE STRATEGIC DISTANCE" by Tamas Koplyay, Ph.D., CATA Research Director. The model illustrates a form of "gravitational law" (relative size and distance along the firm life cycle and market life cycle). It says "the closer the relative sizes or bigger the companies involved and the higher the strategic distance, the more difficult it is to implement the M&A project." The survey is built on the metrics of the "gravitational law" to evaluate and measure the relationships between those metrics and success of M&A projects. Please choose ONE most appropriate M&A case that happened to your organization and answer the following questions. If you are not familiar with the M&A situation, please feel free to forward to the one, who knows of, within company or industry. It also can be answered by more than one person from the same organization. Completing this survey takes 10~15 minutes. Replies are requested before March 31, 2008. For more information on the survey, feel free to contact Kevin Wennekes, VP Research, CATAAlliance at kwennekes@cata.ca. The results of this survey will be posted to the CATA website for the benefit of all members. Please complete and return the survey by email to info@cata.ca with M&A Survey in the subject line, or by faxing it to 613.236.8189. Thank you for your cooperation. The questionnaire is divided into ten sections. Please answer each of the following questions. 1. BASIC INFORMATION 1.1 Which industry sector your organization is in: 1.2 What was your position in your organization at the time of the M&A: 1.3 Your gender: ( Optional) and age ( Optional) 1.4 What was your company’s role in the M&A? The company was merged The acquiring company The company was acquired The company supported M & A process (Exp. Consultant) 1.2 When was M & A occurred? Please identify the year: 1.3 What was the product offering of the two companies before M&A? (Please specify) Company A: Company B: 1.4 In which stage of product life cycle were the two companies’ main products before M&A? Company A: Introduction (Initial); Growth; Maturity; Decline Company B: Introduction (Initial); Growth; Maturity; Decline 1.5 How many years had the companies been in business before M&A? Company A: year(s). Company B: year(s). 1.6 Were the two companies private or public before M&A? Company A: Private; Public Company B: Private; Public 1.7 Please identify the country of the two companies before M&A. Company A: International; National; Local; Multi-national Company B: International; National; Local; Multi-national 2. ORGANIZATIONAL STRUCTURE In this section, we are measuring the organizational structure differences between the two companies before their M&A. 2.1 What kind of the organizational structure did the two companies have? As defined in Wikipedia, the free encyclopedia, “there are four types of organizational structures: a. Pre-Bureaucratic (Entrepreneur): The organization has a very flat hierarchy and most communication is done by one on one conversations. b. Functional: The structure groups specialize in similar skills in separate units. c. Divisional: The organization is split up into a number of self-contained business units, each of which operates as a profit center. d. Post-Bureaucratic (Matrix): Most organizations fall somewhere between the fully functional and fully projectized organizational structure (The focus is on teams with cross functional expertise)”1. Company A: Entrepreneur; Functional; Divisional; Matrix Company B: Entrepreneur; Functional; Divisional; Matrix 2.2 How many levels of management were existing in the two companies? Company A: No management structure 1-2 levels (general manager and functional managers) 3-4 levels (VP, CxO, Directors, and managers) More than 5 levels. Company B: 1 http://en.wikipedia.org/wiki/Organizational_structure#Pre-bureaucratic No management structure 1-2 levels (general manager and functional managers) 3-4 levels (VP, CxO, Directors, and managers) More than 5 levels. 2.3 What was the percentage of the two companies’ invested foreign capital? Company A: 0; 0-33%; 33-66%; 67-99% Company B: 0; 0-33%; 33-66%; 67-99% 3. LEADERSHIP STYLES CONTRASTS In this section, we are measuring the leadership styles contrasts between the two companies before their M&A. 3.1 On the scale of 1 to 5 (1 not at all, 5 completely) how did the leaders in the company share the vision of leadership, Company A: 1; 2; 3; 4; 5 Company B: 1; 2; 3; 4; 5 3.2 There are four major leadership styles identified in the organization: Inspiration: “Leadership is based on a spiritual quality; the power to inspire, the power to inspire others to follow.”—Vince Lombbardi Supportive: “Leadership with a managerial orientation of support. The employees in turn are oriented towards performance and participation. The employee need that is met is status and recognition.”2 Logical: “Inclined to carefully assess situations, then persuade others to act through logic and reasoning.”3 Directive: “Leaders taking decisions for others- and expecting followers or subordinates to follow instructions.”4 Which was the dominant leadership style in the two companies? 2 Company A: Inspiration; Supportive; Logical; Directive Company B: Inspiration; Supportive; Logical; Directive Donald R.Clark, http://www.nwlink.com/~donclark/leader/leadob.html http://www.cioinsight.com/article2/0,1540,1913143,00.asp 4 Michele Erina Doyle and Mark K.Smith, “Classical leadership” 3 3.3 Which kind of risk was the leadership willing to take? Company A: Product risks; Company risks; Both Company B: Product risks; Company risks; Both 3.4 Which aspect did the leadership focus on? Company A: Market; Company; Both Company B: Market; Company; Both 4. APPROACHES TO COMPENSATION In this section, we are measuring the differences of compensation policy between the two companies before their M&A. 4.1 How was progression in the job grade determined? Company A: Time on job; Merit; Pre-set steps; Others, please specify Merit; Pre-set steps; Others, please specify Company B: Time on job; 4.2 How often was the salary structure reviewed? Company A: Annually; Others, please specify Company B: Annually; Others, please specify 4.3 Did the two companies give a cost of living increase? Company A: If yes, specify the percentage ; No. Company B: If yes, specify the percentage ; No. 4.4 Did the two companies have an incentive/bonus plan? Company A: If yes, specify the type of bonus Annual; No. Performance; Others, please specify Company B: If yes, specify the type of bonus Annual; Performance Others, please specify No. 4.5 Did the two companies have a formal merit review program? Company A: If yes, how often were employees reviewed? Quarterly; Semi-annually; Annually; Others, please specify No. Company B: If yes, how often were employees reviewed? Quarterly; Semi-annually; Annually; Others, please specify No. 4.6 Describe the overall rating of the benefit plan offered by the company on the scale of 1 to 4 (1 is the least competitive, 4 is the most competitive) Company A: 1; 2; 3; 4; 5 Company B: 1; 2; 3; 4; 5 4.7 Describe the overall rating of the compensation package offered by the company on the scale of 1 to 5 (1 is the least competitive, 5 is the most competitive). Company A: 1; 2; 3; 4; 5 Company B: 1; 2; 3; 4; 5 5. DECISION MAKING PROCESSES In this section, we are measuring the differences of decision making processes between the two companies before their M&A. 5.1 What type of decision making did the two companies belong to? Company A: Top-down; Bottom-up; Both Company B: Top-down; Bottom-up; Both 5.2 When the company made a decision, it was Company A: Reactive; Intuitive; Experience based; Proactive Company B: Reactive; Intuitive; Experience based; Proactive 5.3 Was the company’s decision making done by CEO or committee basis? Company A: By CEO; By Committee Company B: By CEO; By Committee 5.5 On the scale of 1 to 5 (1 is the least, 5 is the most), to what extend was the company’s decision making based on the strategic planning. Company A: 1; 2; 3; 4; 5 Company B: 1; 2; 3; 4; 5 6. CULTURE DIFFERENCES In this section, we are measuring the culture differences between the two companies before their M&A. 6.1 Which of the following aspects did the two companies’ culture promote? Company A: Creativity; Management support; High quality of products; Production efficiency Management support; High quality of products; Production efficiency Company B: Creativity; 6.2 Which of the following aspects does the company’s culture promote after M&A? Creativity; Management support; High quality of products; Production efficiency 6.3 From answers of question 1 and 2 which of the following best describe the company’s culture? Preservation of independent culture Absorption of culture Transformation of culture 6.4 Did the two companies experience unintended consequences in disruption of original culture in facilitating merger/acquisition? (On a scale of 1-5 with 1 is the least and 5 is the most.) Company A: 1; 2; 3; 4; 5 Company B: 1; 2; 3; 4; 5 7. STRATEGY DISTANCE In this section, we are measuring the strategy differences between the two companies before their M&A. 7.1 According to the above questions, on the scale of 1 to 5 (1 is the same, 5 is totally different), how different were the two companies’ overall strategies? 1; 2; 3; 4; 5 8. GRAVITATIONAL LAWS In this section, we are measuring the differences in terms of size, assets, revenue and market capital between the two companies before their M&A. 8.1 How many employees did the two companies have? Company A: Less than 50; 51-200; .201-500; 501-1000; More than 1000 Company B: Less than 50; 51-200; .201-500; 501-1000; More than 1000 8.2 How much was the two companies’ Revenue? Company A: Less than 1Million; 1M~10M; 10M~100M; 100M~1Billion; More than 1B 1M~10M; 10M~100M; 100M~1Billion; More than 1B Company B: Less than 1Million; 8.3 What was the total value of the capital (private)/ total stock price (public) Company A: Less than 1Million; 1M~10M; 10M~100M; 100M~1Billion; More than 1B Company B: Less than 1Million; 1M~10M; 10M~100M; 100M~1Billion; More than 1B 9. SUCCESS OF M&A In this section, we are measuring the company’s performance after the M&A. 9.1 Which of the following mechanisms do your company used to assess the post-M&A results against plan? Conduct post-mortem Check financial indicators Monitor the integration efforts Others, please specify 9.2 On the scale of 1 to 5 (1 is the worst, 5 is the best), how successful has your company at achieving the overall major M&A objectives? 1; 2; 3; 4; 5 9.3 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has your company at assessing the valuation of the M&A deal? 1; 2; 3; 4; 5 9.4 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A company at achieving its major target of increasing market share? 1; 2; 3; 4; 5 9.5 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A company at achieving its major financial targets (stock price / cost saving/ tax/others)? 1; 2; 3; 4; 5 9.6 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A company at achieving its major target of acquiring the advanced technology and product portfolio? 1; 2; 3; 4; 5 9.7 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A company at achieving its major target of gaining distribution channel/access to new market? 1; 2; 3; 4; 5 9.8 On the scale of 1 to 5 (1 is the worst, 5 is the best), how successful has the post-M&A company at achieving its major target to acquiring and retaining the key talents? 1; 2; 3; 4; 5 10. OPEN QUESTION 10.1 Problems/Challenges not mentioned yet and still seem important to you: 10.2 Positive Aspects not mentioned yet and still seem important to you: Please complete and return the survey by email to info@cata.ca with M&A Survey in the subject line, or by faxing it to 613.236.8189. THANK YOU FOR YOUR COOPERATION!