Episode 76: The crucial role of communications in mergers and acquisitions
LESS CHATTER, MORE MATTER PODCAST | 18 JULY 2024
In this episode of the Less Chatter, More Matter podcast, we’re diving head-first into the critical role of communications during mergers and acquisitions (M&As).
Why, you ask? Because if you’ve never had to find out your workplace has been sold via a media announcement on a social media platform - have you ever really lived?
Unfortunately, this is not uncommon - which is why this episode outlines the potential chaos and consequences of poor communication surrounding an M&A while providing a comprehensive guide on how to. do the exact opposite: manage your comms effectively throughout the M&A process.
Some of our key topics include initial preparation, stakeholder mapping, scenario planning, developing key messages, executing a tactical plan, and maintaining long-term communication efforts post-merger.
For the rest? Well, you’ll have to tune in to find out!
Links mentioned in this episode:
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[00:00:00] Imagine you work for a company that's just been bought by another company. But the first you've heard about it is a media announcement, which one of your colleagues shared with you after they saw it online.
[00:00:11] You are shocked. This is the first you've heard about this. And now you're wondering, what does this mean for my job? Surely they don't need multiple HR people. So there will definitely be layoffs. What about our team? What about the work we need to do? By the end of the day, utter chaos has ensued. Nobody is getting any work done, and a bunch of people are now looking for new jobs, even without being told they're redundant.
[00:00:35] Rumors now circulate in the media and on social media, and they're all originating from within your company. This is the scenario that plays out when communication about mergers and acquisitions is not thought through, or the comms folks are brought in way too late. It's not good for anyone, employees, leaders, shareholders, or customers.
[00:00:55] And it's definitely not good for the bottom line. Unfortunately, [00:01:00] time and time again, I've seen communicators brought in at the last minute on M&A work and the resulting rush of comms has meant poor outcomes for everyone. So in today's episode, I'm going to give you the 101 on the role of comms in mergers and acquisitions.
[00:01:16] Hi friend, and welcome back to Less Chatter, More Matter. A big shout out to those of you who I've spoken to in the last couple of weeks, either online or at a webinar or via email. And you've shared that you're a listener of the show. Thanks So thank you so much for tuning in every week. As I said to a few of you in those chats, sometimes when you create a podcast, it can feel a bit like you're talking into the void.
[00:01:44] You get no feedback on what's working and what's not. So it's great to know people find the content valuable. And if you are finding it valuable and you haven't already, why not just take a couple of seconds to rate and review the show and even subscribe. It would mean the world to [00:02:00] me to know people like you are enjoying this show.
[00:02:03] Also, if there's anything that I could improve on, do not be afraid to reach out. And if there's any topics you'd like me to cover, also let me know. Now, speaking of topics to cover, let's get into today's show, which is all about the role of comms in mergers and acquisitions or M&As.
[00:02:20] Now M&As are when one company buys another company taking full ownership or when two more or more businesses merge to form one big business. You often see this with second tier banks or construction companies, for example, where essentially they combine forces. Now M&As are a big change and as such they require a change management and change communication approach.
[00:02:42] The problem is that often people leading the M& A work are so busy with the legalities, the finances, due diligence, et cetera, et cetera. They forget about the massive change in comms effort that's going to be required to help that transition go really smoothly. And if they do remember often [00:03:00] it's at the last minute, which means everything is rushed and it's really challenging to produce quality work that actually makes a difference, and will see you through the entire process.
[00:03:09] So today I'm going to share my top tips on what comms activity should occur at what stage so that you can then support your stakeholders effectively. Now, before we get into those tips, a big determining factor here is whether or not the business is, or businesses involved, are publicly listed companies.
[00:03:28] If they are, then there's certain protocols that we absolutely need to follow in terms of announcements to the stock exchange and to regulators. And because of those requirements, it can mean that you have a lot of comms activity that has to happen very quickly. So for example, you can't tell anybody internally.
[00:03:44] Anything until the stock exchange announcement happens. And only then can you make that announcement to your staff, but let's be honest, it's probably the world's worst kept secret by that stage anyway, but there are things you can do beforehand to set the scene for change, such as [00:04:00] sharing that the company is looking at growth opportunities or merger opportunities.
[00:04:04] That high level, relatively vague messaging is typically okay, but you do need to reassure people that nothing's changing right away. And a lot of this work comes back to exactly that reassurance. Like any change, the more certainty you can give the better because the more uncertainty there is, the more fear and the more fear there is, the more there is poor performance and poor behaviour. And the more leaks we have, as a result, so it pays to be as prepared as possible.
[00:04:33] Which brings us to step one, which is getting prepared. So in this phase, there are a few key activities that you'll need to do as a comms pro. And number one is taking the brief. So this is where you want to find out from the sponsor, the project manager, whoever's in charge, basically as much information as possible.
[00:04:52] And now bear in mind, there will be quite a few gaps at this point. So for example, you may not have exact timing of when all of this is going to happen or [00:05:00] details of what the merger or the buyout will actually look like. But what you can do in this stage is gather the information that will help you develop your positioning.
[00:05:09] So for example, what is the why behind this M& A? What are the business reasons? Why are they important? And from this brief, you can also start to map out your stakeholders. So this is everyone that could be impacted in any way by a merger or acquisition or have an interest in it. So think about people like team leaders, the board, the C suite, employees, customers, shareholders, media, regulators, the community, suppliers, consultants, the public, and so on.
[00:05:37] If you've read my book, you'll know that we map out our stakeholders on a matrix based on the level of impact the change will have on them. And the level of control they have over that change, and those with a high level of impact and low level of control usually require the most reassurance. So they're the ones we're going to be targeting a lot of this work at, but those [00:06:00] who have low levels of both are what we call interested observers.
[00:06:03] And they're usually more like the media who can still be powerful in terms of the way they influence public sentiment. So we still need to keep them informed. But by mapping your stakeholders, you'll get a really clear picture of the audiences that you'll need to communicate with, and the level of effort that you'll need to put into each of those audiences.
[00:06:21] The next activity is to start your FAQs. And I like to start with these because they do help to highlight where the gaps in information are. There will be high level FAQs that apply to everyone. And then you can start to break those down by stakeholder group. So for example, team members of one group.
[00:06:38] And some of the questions they're likely to ask are things like, will I still have a job? Will voluntary redundancies be offered? Will we need to move offices? Think of every possible question a stakeholder could ask and then try and answer it. And where there are gaps, that signals that further discussion is required with the sponsor and the project team.
[00:06:58] The other thing to consider in [00:07:00] doing this work as well is scenario planning. So what if ...the deal doesn't go through. So what if it's blocked by the regulator? What would your comms plan look like then? So it really is about going through with your stakeholder at this stage during this briefing process.
[00:07:13] What are the possible outcomes? Because it is not always a linear process. The other activity in this phase is to prepare a leak strategy. So this is exactly what it sounds like. What will you do if word of the impending merger or acquisition gets out to the media? Now, again, this may differ depending on whether or not the public Or the business is publicly listed in terms of what kind of response you can give, but you'll need to think about how you position this when nothing is set in stone yet.
[00:07:43] And think about not just the media, but all the other groups and audiences who are going to hear about this as a result. And leaks do happen. Even when you've made everyone sign a non disclosure agreement, there's always a chance the word will get out. We're just humans and that's what we [00:08:00] do. Sometimes it's not malicious.
[00:08:02] It can just be a really careless slip of the tongue, right? But other times, particularly when you're working in a culture that's got high levels of disengagement, this can be a leak that is purposefully made. And I've seen that before as well. Either way, it pays to be prepared so that you can get on top of things quickly.
[00:08:19] Which brings me to the last step in this phase, which is documenting all the potential risks from the comms perspective. What are the likely reputational issues that could occur? Get them documented, make sure the sponsor and the project team are aware of them, and also that they endorse any of the mitigating activities that you suggest.
[00:08:39] Okay. So now the behind the scenes prep work is done. Step two is about starting your comm strategy and your actual plan in earnest. This is based on the information you've gathered so far, but it also needs to be flexible because we all know things change right up until the last minute in cases like these, but you can map out at least what you [00:09:00] want to do.
[00:09:01] And even if the timing changes or the positioning needs to change a little at the end, at least you're more prepared than you would be otherwise. So from your brief and the FAQs that you've developed, you'll be able to map out your key messages. And remember some of the golden rules of key messages during change.
[00:09:17] Number one, it's about the audience, not about the business. So write from the audience's perspective and think about what is important to them. Number two, make the compelling case for why, which is a combination of both head and heart messaging. The head being the logic, the heart being the emotions.
[00:09:35] You're talking to human beings, so write like it. Number three, keep it simple and keep it clear. During mergers and acquisitions, there's often a lot of financial and legal mumbo jumbo that gets thrown around. Kelly, the customer or Mary-anne in the mail room may not know what any of that means. Actually, to be honest, very few people do, and that's okay.
[00:09:55] But again, we want to reduce uncertainty. So that means writing in [00:10:00] clear, plain English. Now, while you're getting the key messages finalised and approved, you can work on the strategy and the plan in more detail. Your strategy is your approach. It's how you'll communicate this change. Your plan is the what.
[00:10:14] It's the tactics and the activities that you'll do. I did a podcast on this a little while ago, the difference between a strategy and a plan and why that matters. So if you haven't yet, go back and have a quick listen to that as a bit of a refresher.
[00:10:27] With all change comms plans, I like to use a three phase approach awareness, launch, and embed. Now you could cut this a couple of ways. So for example, launch for you might mean the actual announcement that a merger or acquisition is going to happen, or that could be part of your awareness plan and the launch phase is when the deal actually goes through.
[00:10:48] That's more likely when you know there will be a long time between an announcement and the deal being sealed and the transition actually starting. And the reason that's often the case is because those deals [00:11:00] often have to be scrutinized by regulators before they're allowed to go through and look, that can take months.
[00:11:05] So there may be a long period of time there where it really is just about awareness building. The other thing to consider is that you may need to do a lot of work in parallel when that first announcement happens. So for example, you might need to build awareness with team leaders at the same time as a stock exchange announcement is going out.
[00:11:25] But if you don't have that regulatory system to worry about, then you can bring people into the tent earlier and give them more time to understand what's happening, why, and what it all means. You can also get them to help guide you. Shape the way forward. So there's a sense of ownership to it as well.
[00:11:40] The actual announcement is usually a series of comms to different stakeholders in different ways, but in very quick succession. So for example, 9am. Meeting with leaders, 10 a. m. town hall, followed by an email, 11 a. m. email to customers, et cetera, et cetera. This all depends on who your stakeholders are and the level of impact, and you'll map all [00:12:00] of that out in your plan.
[00:12:01] You'll also need to consider the comms that need to happen in the longer term. So once the transition gets closer and then it actually happens, What's next? And no doubt there will be lots of comms required. We'll come back to that in just a moment. You may not have all that detail at the start of this process, but it is worth mapping out what you'll need to consider now.
[00:12:22] If for no other reason, then it brings that fact to the attention of other people. So for example, the sponsor, the project manager, whoever needs to realise that, hey, this isn't just a matter of having the announcement. There's a lot of other comms that need to happen. So once you've got everything planned and signed off and all the dates are set, it's step three time.
[00:12:43] It's time to start communicating. And this means we will roll out your tactical plan line by line. But crucially, it also means you'll need to keep an ear to the ground and listen into what stakeholders are saying. And this is where it's so important to make sure you have some two way communication channels and feedback [00:13:00] loops built into your communication, as well as having other measurement options.
[00:13:03] So for example, media monitoring and social media monitoring as well. Because there is a good chance you're going to have to alter your comms in some way, depending on the feedback that you're hearing. So maybe you need to take a different approach with a different stakeholder group. Maybe you need to create clearer messaging, et cetera, et cetera.
[00:13:22] And at the end of the day, you have to be comfortable with the fact that things could change rapidly, which means your plan will have to change too. So a couple of tips here for your tactics that I like to use. Number one, Have one source of truth. So set up a page on your website that's dedicated to this merger or acquisition and keep pointing people back to that.
[00:13:41] And this is where you will very transparently tell people what's happening, why, and when you'll keep copies of media releases, videos, stock exchange notices, FAQs for the public, et cetera. This one source of truth helps us to eliminate the risk of any information being inadvertently altered when we send it out through other [00:14:00] channels, but it also provides an easy hub of information and the easier you make it for people to find what they need, the less noise you're going to hear.
[00:14:09] It works the same internally as well. So set up an intranet page that's all about this activity. And the content here will be same, same, but different because it will likely include more messages from the CEO, information from HR, different FAQs, et cetera. One other element I like to include in my M&A plans is open door time.
[00:14:29] So this is where you will have a leader who's working on the project or maybe a HR rep who's available for people to come and have confidential chats to. The open door time can literally be an open door to an office somewhere or blocked out time in a calendar where anybody can jump on a zoom call or a team's chat, whatever.
[00:14:47] Or it can be both of those things. But the closer you get to the transition itself, the more important this mechanism will be. So step four. is about being in it for the long haul. Like I [00:15:00] said earlier, the comms doesn't stop once the announcement happens. If anything, this is where the real work begins.
[00:15:06] Because now that everybody knows, you have to keep people updated regularly, you need to get in front of the story, you need to control the narrative throughout. Then when the deal does actually happen, fingers crossed it does, there's so much work that goes into bringing two or more businesses together.
[00:15:22] There's the obvious restructures that are going to happen because the reality is you don't need two comms teams, two HR teams, two finance teams. And while that change won't happen immediately in most cases, Everyone knows it will come. So it's likely that there will need to be a heap of planning and comms related to that structural activity.
[00:15:40] There's also logistical changes like office locations, seating, parking. Those things might not seem like much, but for some people they really matter. And a lot of little inconvenient changes can add up to big disengagement. I mean, other things like branding on different intranet sites and different [00:16:00] email signatures, all those little things are all considerations that need to be brought into the change.
[00:16:05] But the biggest change and communication and leadership challenge is: culture. Merging two cultures is tricky stuff, and this comes down to leadership. What kind of culture does the new leadership team want to see in this new look business? What does that look and feel and sound like day to day in their behaviours?
[00:16:25] They need to get really clear on that and role model it, before you can communicate in a way that supports the culture they want to create. Part of this cultural comms work too, is just bringing people together. So people need to get to know each other and the work they do, especially when you're merging teams.
[00:16:43] So there needs to be opportunity for those more informal comms activity that bring people together in a positive way, where they can share stories and get to know each other, you know, morning teas, those sorts of things. This is all part of the embedding phase of the comms plan that I was talking about earlier.
[00:16:59] And [00:17:00] once you know what the change is, you need to make it stick. And again, this is a long term piece of work. Okay. It's time for your episode recap. So today I shared my process and top tips for communicating during mergers and acquisitions and why that's important. Firstly, it's important because communication during M&As can have disastrous effects.
[00:17:21] It's on engagement, customer retention, and even share value. So it pays to make sure you've got a solid strategy in place, which brings us to the four steps that I talked through. Number one, get prepared. So this means taking a brief, knowing that there will be gaps, of course, mapping your stakeholders according to the level of impact and control they have doing some scenario planning, drafting your FAQs and developing your leak strategy.
[00:17:47] Number two, start planning, develop your key messages and ensure that they are tailored to your different audience groups. Develop your strategy, your tactical plan. And I like to do that as that three phase [00:18:00] approach, awareness, launch, and embed. Step three, get communicating. So we roll out the plan, but we also listen and measure and be prepared to pivot quickly if we need to.
[00:18:12] And number four, be in it for the long haul. So we're planned for the embedding part of the change. There will be changes to culture, people, structures, technology, teams, locations, et cetera, that you need to communicate about. The comms doesn't stop once the ink is dry on the contract. Okay, team, that's all we have time for today.
[00:18:31] But if you are going to be providing comm support for an M&A anytime soon, I'd really recommend you read my book because I take you through a step by step process of how to communicate change effectively. And you get a free pack of templates with that. But if you just want the templates, they're available to purchase as a pack on my website, along with a few other template packs.
[00:18:49] So I'll pop a link into the show notes so that you can check that out. In the meantime, let me know what you think about the podcast and any ideas you have for any future topics or people to interview. I'd [00:19:00] love to hear from you. Keep doing amazing things and bye for now.