Navigating Mergers And Acquisitions

ABFRL paid ₹398 crore for a 51% stake in SABYASACHI. The workshop behind it still runs on hand labour. Almost every designer name you recognise now sits inside a large conglomerate. Aditya Birla Fashion and Retail Ltd. holds Sabyasachi, Tarun Tahiliani, Masaba and Shantanu & Nikhil, while Reliance Brands has taken stakes in Ritu Kumar, Satya Paul and others. In a few years, the entire top shelf of Indian ethnic wear has changed hands. The thinking behind these deals is straightforward. You buy a strong brand, put it into your distribution network, open more stores, and grow revenue. That approach has worked for these acquirers across dozens of categories, so it is reasonable that they expect it to work here too. Ethnic wear does not scale that way. A Sabyasachi lehenga is not made on a production line you can run for longer hours. It is made by karigars whose skill takes years to develop, and you cannot hire them in bulk the way you would staff a new factory. A cluster that makes a few thousand pieces a year cannot double its output because an investor wants faster growth. This is where the acquirers may have misread the category. These brands weren’t really limited by distribution. They were limited by how much their workshops could produce without losing the quality that made them worth buying, and their founders managed that ceiling carefully. Opening new stores is quick. Training the artisans who supply them is not, and that gap is where the real test of these acquisitions will show. Which lasts longer, the brand name on the door, or the hands that actually make the product?

Most change initiatives don't fail because of the change that's happening, they fail because of how the change is communicated. I've watched brilliant restructurings collapse and transformative acquisitions unravel… Not because the plan was flawed, but because leaders were more focused on explaining the "what" and "why" than on how they were addressing the fears and concerns of the people on their team. People don't resist change because they don't understand it. They resist because they haven't been given a compelling story about their role in it. This is where the Venture Scape framework becomes invaluable. The framework maps your team's journey through five distinct stages of change: The Dream - When you envision something better and need to spark belief The Leap - When you commit to action and need to build confidence The Fight - When you face resistance and need to inspire bravery The Climb - When progress feels slow and you need to fuel endurance The Arrival - When you achieve success and need to honor the journey The key is knowing exactly where your team is in this journey and tailoring your communication accordingly. If you're announcing a merger during the Leap stage, don't deliver a message about endurance. Your team needs a moment of commitment–stories and symbols that anchor them in the decision and clarify the values that remain unchanged. You can’t know where your team is on this spectrum without talking to them. Don’t just guess. Have real conversations. Listen to their specific concerns. Then craft messages that speak directly to those fears while calling on their courage. Your job isn't just to announce change, but to walk beside your team and help your team understand what role they play in the story at each stage. #LeadershipCommunication #Illuminate

Everyone loves to talk about the strategy behind M&A deals. But the thing I’ve learned watching FMCG leaders up close? Deals don’t fail because of bad strategy. They fail because of people. It’s never the financial model that breaks first — it’s leadership misalignment. I see it happen all the time in FMCG — especially in Private Equity backed environments. The model looks perfect on paper: → Acquire a few fast-growing brands → Roll them into a global portfolio → Drive efficiencies, cost synergies, market expansion But then the integration starts — and suddenly things look very different. Because what the spreadsheet doesn’t tell you is: → The founder isn’t used to quarterly board meetings with EBITDA pressure → The CMO is still running a startup playbook in a scaled organization → The CEO doesn’t align with the go-to-market model in a new geography → The commercial leaders can’t navigate two different company cultures merging overnight And this happens more than most will admit. In fact — Bain & Company data shows 70% of M&A deals underperform expectations. And culture is one of the top 3 reasons. In the FMCG space — where brands carry legacy pride and deeply embedded ways of working — leadership integration is no longer “important.” It’s non-negotiable. Great M&A outcomes today don’t just come from smart strategy. They come from: → Leadership teams that trust each other faster than the market moves → Leaders who can flex between entrepreneurial scrappiness and corporate discipline → People who know when to protect brand identity — and when to evolve it And here’s what I tell my clients: If leadership alignment is not your #1 risk mitigation strategy in M&A — you’re not just betting on growth. You’re betting on luck. The smartest investors I work with in FMCG? They’ve learned this the hard way. They’re doing culture diligence as seriously as financial diligence. They’re assessing leadership “integration readiness” before the deal closes. They’re hiring talent not just for operational excellence — but for the ability to navigate ambiguity, pressure, and transformation. Because the future of FMCG M&A won’t be won by the best strategy. It will be won by the best people. Drop me a message — I’m always up for a conversation on building high performing teams. #FMCG #ExecutiveSearch #PrivateEquity #MergersAndAcquisitions #Leadership #CultureIntegration #ConsumerGoods #HiringStrategy

Recently, I’ve been asked by several of my colleagues regarding the the structuring of the sale of AskBio Inc. to Bayer. Maintaining separate operating independence and control over therapeutic development after selling a biotechnology company requires proactive, legally binding structural mechanisms negotiated before the deal closes. The goal is to separate the economic ownership from the operational governance. The wholly owned operating subsidiary is the gold standard for maintaining independence. Instead of "absorbing" your company into their existing structure, the buyer keeps your company as a standalone legal entity. Key aspects are: 1. Maintain your own Profit & Loss statement. If you control your own budget and bank accounts, you retain the power to hire, fire, and invest. As we were not yet generating revenue, we negotiated a funding commitment for a period of years, where cash would be injected into the company to support product development. 2. Keep Distinct Branding and Culture: Contractually agree that the buyer will not rebrand the entity or force the adoption of their corporate HR/culture policies for a set number of years. 3. Implement "Arm's Length" Agreement: Ensure that any services the parent company provides (legal, accounting, IT) are governed by a services agreement so they cannot dictate how you operate under the guise of "integration." 4. Maintain Independent Board of Directors: Negotiate a Board for your subsidiary that includes representative from the company and the buyer, and possibly a neutral third party. 5. Create Reserved Matters List: Create a list of items that the parent company cannot vote on without your consent, such as: Changes to the R&D roadmap, discontinuation of products in development, clinical trial design and site selection, and key personnel appointments. 6. Negotiate Performance-Linked Budgets: Ensure that as long as you hit certain milestones, your funding is contractually protected and cannot be diverted to other corporate projects. 7. Require high legal standard for CRE (commercially reasonable effort efforts). If the buyer fails to put enough resources behind a drug in development, they are in breach of contract. 8. Consider a "Buy-Back" Option: Negotiate a right to buy the company or therapeutic back at a pre-set price (or for the cost of development) if the buyer decides to pivot away from your core therapeutic area. (Hard to get). Please include in comments any other suggestions. It took me three exits to figure out this list. Maybe next time I’ll get it exactly right! #biotech #companysale #therapeuticdevelopment #operatingindependence #exit #drugdevelopment #biotechnology

Mergers and acquisitions often fail to deliver the value anticipated. I have been involved in several during my career, not just as a deal-maker but as part of the post-merger team. At a high level, there are five success criteria for ensuring successful integrations: 1) Deal Alignment 2) Operational Precision 3) Value Creation 4) Cultural Alignment 5) Repeatability and Scalability Typically, Deal Alignment and Operational Precision are successful. Adrenalin is rushing, everyone is working towards a fixed deadline with set scripts to execute according to a plan. But after the headlines, when the lawyers and deal makers have packed up, the work becomes less academic and more practical. Many integrations get lost in the tactical aspects of the deal and miss out on the deeper, more complex goals: creating new value and uniting cultures. While M&A is often focused on efficiencies, a more important challenge is making the whole greater than the sum of its parts. Too often, value is lost because the focus turns to efficiency targets rather than empowering people to deliver positive impact to customers. In 2005, I was part of the turnaround team for a company called Energis which was acquired by Cable & Wireless for almost a $1 billion. It was hailed by the FT as the "greatest turnaround in corporate British history". The management team of Energis took over at C&W and great value creation was promised to C&W's shareholders. It was intended to strengthen C&W's position in the UK telecoms market by expanding its customer base and service offerings. Instead, the focus shifted to relentless cost-cutting, but the financial and operational hurdles persisted. C&W ultimately split into two separate entities, and in 2012, Vodafone acquired its UK and global enterprise business for $1.6 billion, a clear sign that the Energis acquisition hadn’t delivered the expected value. Integrations like these reveal a hard truth: capturing true value in M&A requires more than just initial alignment and cost efficiencies; it demands a long-term focus on culture and shared purpose. How can companies ensure that value creation and cultural alignment remain priorities beyond the initial deal? And what would it take for leaders to measure M&A success not just by efficiency gains but by the real impact on customers and employees? Look out for tomorrow's post where I explore these questions. #Mergers #value #Integration #Acquistion Enjoyed this? ♻️ Share it and follow Holly Joint for insights on strategy, leadership, culture, and women in a tech-driven future. 🙌🏻 All views are my own.

One of my favorite classes at Wharton this term is Mergers & Acquisitions, taught by Professor Emilie R. Feldman. Before this last lecture, I assumed that major M&A decisions were always driven by careful due diligence and boards asking difficult questions. What surprised me was how often they are not. The most useful lesson had little to do with valuation models. It was about psychology. A CEO may become overconfident, emotionally attached to a deal, or afraid of losing it. Investment bankers may encourage the deal because they benefit when it closes. Lawyers may suggest protections, but those can be pushed aside because no one wants to slow things down. As momentum builds, the question can quietly shift from: “Should we do this deal?” to: “How do we make it happen?” The board may not always provide the necessary challenge either. When a board is too closely aligned with the CEO, the people meant to be a check can become an echo. One statistic stayed with me: only around 10% of deals terminate for regulatory reasons. A deal can be legally allowed and still be a terrible strategic decision. Companies cannot depend on outside regulators to protect them. The challenge must also come from within. That is why guardrails matter - and why they must be created well before a deal is on the table. Red teams and green teams are one example. One team builds the strongest case for the deal. The other challenges the assumptions and searches for risks. The goal is not for one side to win. It is to make sure the difficult questions are asked before the decision becomes irreversible. Even experienced and confident CEOs can make poor decisions, especially when emotion, pressure, and momentum are all pulling in the same direction. The best decisions do not rely only on smart people. They rely on systems that protect smart people from themselves. #WhartonLife #MergersAndAcquisitions

The real work begins far before any M&A transaction closes. You have to understand what consolidated business looks like once it's integrated. In this illustration, I’ve kept the view intentionally clean so you can focus on the logic and not the clutter. Whether you're a full-time CFO, a Fractional CFO, or an FP&A Advisor, this is where a well-built P&L for the target company really matters. It’s not just about about showing where the target company has been. It’s about modeling what it could become once the acquiring company incorporates it. (A) The Stand-Alone View Consider starting with the target company. I'm calling it "Target Company Alpha" as it exists today (Note 1 in the graphic). This stand-alone P&L helps you understand its financials in isolation. You'll likely need to sign a non-disclosure agreement (NDA) to get access to the target's financials. You'll also want to build your own company P&L in a stand-alone view. If you have a budget or rolling forecast, this should already exist. The stand-alone baselines then become your overlays. (B) The Overlay Views Once you've created your stand-alone P&Ls, you can then begin consolidation across your two financial models. You'll want to examine the target's accounts and map them to the consolidated business. This ensures that both P&Ls align and map to each other. You may have seen one of my techniques here: https://lnkd.in/eehJxPNC. (C) Driver-Based Planning, Layered Revenue and Cost Synergies In Note 2, illustrated is a revenue increase of 9%-12% due to sales synergies with the acquirer. In the absence of the transaction, this would go away. Here is a technique you can explore to see how revenue synergies can work: https://lnkd.in/eZN6RFCz Using simple Excel toggles, you may turn this on or off. In Note 3, illustrated are cost synergies. While you may dislike seeing negative figures in a P&L, these are intended to capture cost savings if the target is integrated. Of course, in a strategic transaction, costs may increase and move in the opposite direction too. In financial planning & analysis and corporate development, these are the sorts of analyses we may have to do. The transactions can be complex, but the models don't have to be. --------------- 💡 More than 195,000 learners have taken the 6 LinkedIn Learning courses that focus exclusively on FP&A, financial modeling, and Excel. Maybe you'd like to learn too https://lnkd.in/e5AxBzbA.

In a merger, the word “synergy” is often used to justify the deal.  In large enterprises, that synergy usually slows down at the data layer. When two organisations combine, the Board expects a unified view of customers, margins, supply chains, and risk exposure.  What they often inherit instead is a fragmented estate: multiple Snowflake environments, parallel ERP systems, legacy SQL Servers still running critical workloads, and no shared definition of basic metrics. This fragmentation is not an IT inconvenience. It is a structural drag on EBITDA. Finance teams spend months reconciling numbers instead of integrating operations.  Procurement savings remain theoretical because spend data cannot be harmonised.  Cross-sell strategies underperform because customer records do not align.  Leadership debates whose dashboard is “correct” instead of focusing on growth. It also creates 𝐀𝐈 𝐩𝐚𝐫𝐚𝐥𝐲𝐬𝐢𝐬. Enterprises talk about Copilots, GenAI layers, and agentic automation.  But you cannot deploy intelligent workflows on top of contradictory data logic.  If “Revenue” or “Margin” means something different across business units, automation only scales inconsistency. Post-merger value realisation requires a shift from moving data to governing logic. That begins with defining a shared semantic layer before merging a single table.  1. Agree on enterprise-wide definitions.  2. Assign domain accountability.  3. Rationalise overlapping platforms.  4. Decommission legacy debt rather than stacking new cloud costs on top of old architecture. True cost synergy comes from building a disciplined, scalable data foundation that supports unified reporting, controlled cloud economics, and AI readiness. Modernization in this context is about ensuring the combined enterprise operates on one coherent data engine, so the merger becomes a multiplier of value. #MergersAndAcquisitions #DataStrategy #EnterpriseAI #DigitalTransformation #DataGovernance #BusinessStrategy

Could strategic misalignment be keeping you and your organization away from attaining maximum value? Executives and project managers are often rowing in different directions. The boat moves, but not necessarily toward value. From my doctoral research, and work with several clients, three pillars of strategic alignment consistently separate high-performing organizations from the rest: 1️⃣ Common Goals – A shared definition of success at both the strategic and operational levels. 2️⃣ Shared Language – Clear communication that bridges “executive speak” and project management terms. 3️⃣ Mutual Understanding – Executives gain insight into project realities, while PMs understand the strategic trade-offs leaders are balancing. The challenge? Most organizations talk about alignment but rarely make it a living system. That’s why I created the ALIGN™ Framework as a practical roadmap: 🪀 A – Assess the Value Chain → Define where value is created and lost. 🪀 L – Listen Across Levels → Build the “bilingual dictionary” across teams. 🪀 I – Integrate Strategy into Planning → Include PMs early in design, not just delivery. 🪀 G – Guide with Goals & Guardrails → Establish clarity with KPIs, OKRs, and constraints. 🪀 N – Navigate with Data & Confluence → Create mutual understanding with dashboards, forums, and collaboration tools. 🔑 ALIGN™ isn’t just an acronym. It’s the operating system for embedding the three pillars of Common Goals, Shared Language, and Mutual Understanding into everyday practice. When organizations apply it, strategy stops being a lofty document and becomes a lived reality. 📌 Question for you: In your organization, which of these three pillars: common goals, shared language, or mutual understanding requires the most urgent attention? Let's create the bride to ALIGN! ♻️Share to elevate others and follow🎙️Fola F. Alabi for more! #FolaElevates #StrategicLeadership #ProjectManagement #SPL #StrategicAlignment #Align #ExecutionExcellence #StrategicConfluenc

Here’s the truth: Deals win or die by what happens after close. M&A isn’t just about numbers. It’s about envisioning the end state. I’ve seen too many deals get done for the wrong reasons—chasing revenue, ego, or momentum—without ever asking: What do we want this to look like after the dust settles? That’s why Buyer-Led M&A flips the script. We lead with clarity, not chaos. 🔹 Start by mapping the end state. Not just the financials—think operating model, customer experience, and decision-making structure. What does “success” actually look like? 🔹 Then dig into culture. Forget the surface-level values page. You need to understand how decisions get made, how people work, and how priorities shift under pressure. That’s the real culture. 🔹 Now you can start building a joint go-to-market plan. This is your integration thesis. What does the customer experience look like as a combined company? 🔹 Integration planning should run parallel to diligence. Same team. Shared information. Continuous learning. That’s how you get to Day 1 readiness—and avoid repeating diligence after you’ve already bought the company. 🔹 Finally: reverse diligence. Let the target get to know you. This is a two-way street. The more transparency, the more alignment, the more likely you’ll retain the people who actually make the deal work. M&A isn’t a race to term sheets. It’s a race to value creation—and that starts by leading the process, not just following it. This is how I define the Buyer-Led M&A™ mindset. What am I missing? Let me know in the comments. #MergersAndAcquisitions #BuyerLedMA #DealRoom