The Synergy Solution: How Companies Win the Mergers and Acquisitions Game

409 Pages·2022·9.567 MB·English

by  Mark Sirower, Jeff Weirens

MANAGEMENT SIROWER US$35.00
“The Synergy Solution is an instant M&A classic. In their no-nonsense approach, WEIRENS W E R
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tahceq upiistiftaiollns. gI ahmigeh.”ly recommend this book for any leader who wants to play the T T M . W E I R E N S Few actions can change the value of a
—BOB SWAN, Operating Partner, Andreessen Horowitz; former CEO, Intel Corporation H J E F F E R Y Y company—and its competitive future—as
G quickly and dramatically as an acquisition.
R Yet most companies fail to create shareholder
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MARK SIROWER is a leading authority on “The Synergy Solution provides a complete how-to on M&A. If you only read one N value from these deals, and in many cases
Y
M&A and has advised on hundreds of global book, make it this one—from case studies to practical examples, readers can S they destroy it. It doesn’t have to be this way.
transactions. He is a leader in Deloitte’s M&A connect with the fundamentals and, at the same time, learn what to expect S In The Synergy Solution, Deloitte’s Mark
and Restructuring practice and, previously, from a real-life merger or acquisition.” Sirower and Jeff Weirens show acquirers how
was global M&A leader at Boston Consulting Y to develop and execute an M&A strategy—end
—MARK LITTLE,President and CEO, Suncor Energy
Group. He teaches M&A at the NYU Stern to end—that not only avoids the pitfalls that so
School of Business and is the author of the N O N many companies fall into but also creates real,
M&A bestseller, The Synergy Trap. T I long-term shareholder value. This strategy
“Finally, a definitive guide on M&A and the creation of shareholder value that U
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L includes how to:
makes sense. From M&A strategy and communicating with investors to the O
S
details of integration and change,The Synergy Solution delivers what it promises. R n Become a prepared “always on” acquirer
A must-read for CFOs and senior executives involved in M&A.”
nTest the investment thesis and DCF
—FRANK D’AMELIO,CFO and Executive Vice President, Global Supply, Pfizer G
valuation of a deal
Y nPlan for a successful Announcement
“Growth and M&A ideas abound, so leaders must exercise great discipline as they Day, and properly communicate synergy
negotiate deals and commit precious financial and human capital. This excellent W I N promises to investors and other
book elegantly weaves insights across the elements of successful M&A and will S N I E S stakeholders
P A
M
serve as an essential primer for boards as they face the challenges of not only O
JEFF WEIRENS leads Deloitte’s global O W C nRealize those promised synergies through
assessing proposed deals—with forward-looking growth synergies—but also holding O
Financial Advisory business, which includes H integration planning and post-close
management accountable for delivering tangible results.”
mergers, acquisitions, and restructuring, L S & execution
R
and serves on Deloitte’s Global Executive —TERESA BRIGGS,board member, DocuSign, ServiceNow, Snowflake, and Warby Parker R G E
U M E nManage change and build a new, combined
Committee. He is a trusted adviser to senior T H E organization
executives and boards of directors and has
advised on hundreds of acquisitions and “The Synergy Solution is a powerful resource revealing the end-to-end development T A M E
and successful execution of M&A strategies—including the art and the science of S G Sirower and Weirens provide invaluable
divestitures, including many of the world’s I N
most iconic transactions. gcoenttsinidge drienagl sM d&oAn eo ra bnudi lddoinnge ari gchatr.e Tehr iisn isth tihs efi eplrda.”ctical guidebook to read if you’re O C Q U I S I T I O boauctk tghreo uisnsdu etos tthheoyse h caovnes tido ecroinngs iMde&r,A h, olawy itnog
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analyze them, and how to plan and execute
—JOHN LO,CFO, Tencent N
the deal effectively. They also show those who
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mergers and acquisitions right, and this
ISBN-13: 978-1-64782-042-8
STAY INFORMED. JOIN THE DISCUSSION. 90000 powerful book provides the insights and
VISIT HBR.ORG strategies acquirers need to find success at
FOLLOW @HARVARDBIZ ON TWITTER every stage of an often complex and perilous
FIND US ON FACEBOOK AND LINKEDIN HBR.ORG 9 781647 820428 process.
“ The Synergy Solution is an instant M&A classic. In their no-
nonsense approach, Sirower and Weirens describe in great
detail the discipline and hard work required throughout the
M&A pro cess to realize the promised value from deals and avoid
the pitfalls. I highly recommend this book for any leader who
wants to play the acquisition game.”
— BOB SWAN, Operating Partner, Andreessen Horo witz;
former CEO, Intel Corporation
“ The Synergy Solution provides a complete how-to on M&A. If
you only read one book, make it this one— from case studies to
practical examples, readers can connect with the fundamentals
and, at the same time, learn what to expect from a real- life
merger or acquisition.”
— MARK LITTLE, President and CEO, Suncor Energy
“ Fi nally, a definitive guide on M&A and the creation of share-
holder value that makes sense. From M&A strategy and commu-
nicating with investors to the details of integration and change,
The Synergy Solution delivers what it promises. A must- read
for CFOs and se nior executives involved in M&A.”
— FRANK D’AMELIO, CFO and Executive Vice President,
Global Supply, Pfizer
“ The Synergy Solution is an impor tant achievement and a revealing
and comprehensive book on mergers and acquisitions. Packed
with data and details, it will be of g reat interest to directors
who are evaluating M&A proposals as they fulfill their gover-
nance duties, as well as to se nior executives who w ill be called
upon to formulate t hese deals and successfully execute them.”
—S COTT BARSHAY, Chair of Corporate Department, Paul, Weiss,
Rifkind, Wharton & Garrison
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“ The Synergy Solution is a power ful resource revealing the end- to-
end development and successful execution of M&A strategies—
including the art and the science of getting deals done and
done right. This is the practical guidebook to read if you’re
considering M&A or building a c areer in this field.”
—J OHN LO, CFO, Tencent
“ One of the enduring mysteries of finance over the last quarter
century has been the per sis tent belief among CEOs and boards
that despite the significant amount of M&A activity that results
in value destruction, ‘our deal w ill be dif fer ent.’ In this compre-
hensive book, two leading M&A experts lay out with clarity
and persuasiveness a detailed approach for how your deal can,
in fact, be dif fer ent. A must- read for every practitioner— and
every student.”
— RAGHU SUNDARAM, Richard R. West Dean and
Edward I. Altman Professor of Credit & Debt Markets,
NYU Stern School of Business
“ Growth and M&A ideas abound, so leaders must exercise
great discipline as they negotiate deals and commit precious
financial and h uman capital. This excellent book elegantly
weaves insights across the ele ments of successful M&A and
will serve as an essential primer for boards as they face the
challenges of not only assessing proposed deals— with forward-
looking growth synergies— but also holding management
accountable for delivering tangible results.”
— TERESA BRIGGS, board member, DocuSign, Ser viceNow,
Snowflake, and Warby Parker
“ With The Synergy Solution, Sirower and Weirens provide an
insightful, accessible, and extremely useful road map for se nior
management and boards that are considering or executing M&A
activity. All potential acquirers should be able to answer the
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straightforward questions that structure The Synergy Solution.
Sirower and Weirens guide readers through the many consider-
ations necessary to avoid bad deals and realize the potential of
good ones. Their book is a must-read. Acquirers ignore it at their
peril.”
—MARK W. NELSON, Anne and Elmer Lindseth Dean and
Professor of Accounting, Johnson Graduate School of
Management, Cornell University
“Trust is foundational to any well thought-out M&A transac-
tion. The Synergy Solution explores step by step not only the
practical aspects of conducting a successful M&A transaction
but also the rigors of the communication and announcement
processes relevant to building, from day one, that trust between
business leaders and stakeholders.”
—SANDRA SUCHER, professor, Harvard Business School;
coauthor, The Power of Trust
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E M A R K   L . S I R O W E R
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HARVARD BUSINESS REVIEW PRESS
BOSTON, MAS SA CHUS ETTS
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Copyright 2022 Mark L. Sirower
All rights reserved
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Library of Congress Cataloging-in-Publication Data
Names: Sirower, Mark L., 1962– author. | Weirens, Jeffrey M., author.
Title: The synergy solution : how companies win the mergers and
acquisitions game / Mark L. Sirower, Jeffrey M. Weirens.
Description: Boston, Massachusetts : Harvard Business Review Press, [2022] |
Includes index.
Identifiers: LCCN 2021034676 (print) | LCCN 2021034677 (ebook) |
ISBN 9781647820428 (hardcover) | ISBN 9781647820435 (ebook)
Subjects: LCSH: Consolidation and merger of corporations. |
Corporations—Valuation. | Business planning. | Corporate reorganizations.
Classification: LCC HD2746.5 .S57 2022 (print) | LCC HD2746.5 (ebook) |
DDC 658.1/6—dc23
LC record available at https://lccn.loc.gov/2021034676
LC ebook record available at https://lccn.loc.gov/2021034677
eISBN: 978-1-64782-043-5
The paper used in this publication meets the requirements of the American National
Standard for Permanence of Paper for Publications and Documents in Libraries and
Archives Z39.48-1992.
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MARK SIROWER
To my daughter Ellen, you
will always be the heart of
my heart
JEFFERY WEIRENS
To my favorite merger ever,
Julie, and our three
synergies— Sierra, Aurora,
and Skylar
1 + 1 = 5
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