1. To what extent is integration planning the most important factor determining the success of a takeover or
merger?”
The essay is provided below together with the marks and comments from an experienced AQA BUSS4
examiner
ESSAY ANSWER
Takeovers and mergers are complex transactions where many things can go wrong and therefore affect the
success or failure of the deal. Integration planning is an important part of the takeover process, although
there are other potentially significant factors that affect whether a takeover is successful which also need to
be considered. (knowledge/ evaluation)
Integration planning refers to a process in which the buying business (the acquirer) identifies how it will run
the takeover target once the transfer of ownership has been completed. Integration involves many
functional challenges such as how to manage customer reaction to the takeover, handle uncertainty
amongst employees and integrate potentially different computer systems. Key strategic issues also arise –
for example decisions over the future of competing brands, key business locations and the senior
management structure. (application) Integration planning normally takes place before the transaction is
completed with the aim of ensuring that the acquirer has a clear idea of the integration issues and a realistic
action plan of how these issues can be addressed. It can be seen therefore that good integration planning
can reduce the risks involved. (knowledge/ analysis)
One reason why integration planning is important (evaluation) in determining the success of a takeover is
that the process of integration is closely tied in with the need to achieve synergies. Synergies include cost
savings and additional revenues from the deal and are a key part of the value the shareholders of the
acquiring firm aim to obtain from a takeover(knowledge). A well-planned integration process will identify the
most significant synergies and how they can be achieved, which should also encourage management to
focus on those synergies wheb they take control. (rAN and evaluation). For example, when Santander
acquired Abbey National in 2004, Santander recognised that the most important cost synergies (around
£350m per year) could only be achieved if the combined IT systems of the group were based on the same
platform. Santander proved effective at implementing this complex IT systems integration and, as a result,
the planned cost synergies were achieved earlier than planned, resulting in better returns for Santander
shareholders, although the process proved disruptive for both employees and customers in the short-term.
This contrasts with the recent merger of T-Mobile and Orange UK where integration of overlapping IT
systems has been a significant reason why planned cost synergies have not yet been achieved, which in
turn has cast doubt over the success and failure of a significant merger in the mobile phone industry. (gAP)
Another reason why integration planning is important in the overall success of failure of a takeover is that it
should enable an acquiring firm to better address the potential cultural and change management issues that
can arise from the deal. Takeovers inevitably involve significant change – to both sides of the transaction –
and, depending on the nature of the takeover, there can be much resistance to proposed changes. As a
result, resistance to change may mean that expected synergies are not realised, leading to the takeover not
achieving its objectives. Cross-border takeovers (e.g. Ferrovial from Spain taking over BAA in the UK) or
those involving a hostile bid (e.g. Kraft & Cadbury) are perhaps most likely to result in cultural clashes and
hostility to change, since there can be noticeable differences between the way that management do
business between different countries and employees in a firm subject to a hostile bid inevitably feel more
threatened. However, effective integration planning can overcome these potential pitfalls. A good example

2. is Tata Group’s takeover of Jaguar Land Rover (JLR) in 2008. Due to the protracted takeover process, Tata
was able to produce a detailed integration plan that it was able to share with (and gain the support of) key
stakeholders in JLR including employees, government and trade unions. Tata’s integration plan
emphasised the importance of continuity at JLR’s UK factories and also Tata’s long-term perspective on the
returns it aimed to achieve. This long-term, consultative approach to integration planning has helped Tata
make a success of the JLR takeover despite very difficult market conditions in 2008 and 2009 when
demand for luxury cars fell sharply, leading many observers questioning whether the takeover would be a
success. (gAP/ gAN)
Whilst integration planning is a key part of the takeover process, there are other factors that are also
important in determining the success or failure of a takeover or merger. On such factor is the price that is
paid for the deal. If success or failure is measured in terms of a return on investment, then the price paid by
the acquirer (the “investment”) has a significant influence on the financial returns that shareholders obtain.
A business that pays too much for its target will struggle to make the investment work, particularly in the
short-term. For example, when ITV bought Friends Reunited for £175m it soon became clear that ITV had
paid far too much. No amount of integration planning could make up for a bad deal and FR was eventually
sold on by ITV for £25m soon after. Similarly, when private equity investor Terra Firma paid £4.2bn for EMI
it didn’t take long to find out that the price had been far too high. This was a good example of where
integration planning would not have been significant to the takeover since Terra Firma (as a private equity
investor) had predominantly financial motives for buying EMI and there was little if any “integration” to be
done with the business. (gAP and gAN) (evaluation)
Another factor, other than integration planning, which is vital to the success or failure of a takeover or
merger is whether the deal has a strong strategic rationale. The reasons or motives for a takeover or
merger link directly to the objectives set for the deal and whether or not they are achieved. For example,
there is some evidence that takeovers with mainly “managerial” motives are less likely to succeed
compared with those that have a stronger strategic motive, often because unrealistic objectives are set for
the deal. Takeovers driven by managerial motives are often based on the ego-building ambitions and vanity
of the senior management behind them, or result from external pressure being placed on Boards to “do
deals”. An excellent example is the disastrous takeover by RBS of part of ABN-Amro which was largely
motivated by the ego of Fred Goodwin and made worse by the over-confidence of the RBS Board that they
could make a success of even the most risky, complex takeovers. The result of these managerial motives
was a loss to RBS shareholders of over £15bn and the resulting nationalisation of the bank, which
undoubtedly qualifies as a failed takeover of epic proportions! It is useful to compare and contrast the RBS /
ABN Amro takeover with investments that had much stronger strategic motives. For example, Google’s
takeover of YouTube was based on Google’s aim to be a leading provider of online video and its objectives
for the deal were very long-term in nature. YouTube’s subsequent rapid growth and revenue generation has
exceeded Google’s original objectives, which suggests that the takeover will have produced good returns
for Google shareholders. (gAP and gAN)
So, overall, how important is integration planning to the success or failure of a takeover or merger? One
factor it depends on is the relative significance of cost synergies to earning the required return. When the
acquirer needs to achieve substantial cost synergies to make the investment a success, then there is more
pressure on the acquirer to implement a more aggressive integration strategy – e.g. through job losses;
closure of locations; product rationalization. This makes effective integration planning crucially important –
the risks of such changes are high and there is potential to damage the takeover target in the longer-term if
the wrong decisions are taken. So, if cost synergies are significant, then integration planning must be too.
On the other hand, no amount of integration planning can make up for a takeover or merger that doesn’t

3. make strategic sense or if the price paid is so high that shareholders can’t expect to earn a satisfactory
return. As the shareholders of RBS and ITV discovered, a bad deal is a bad deal, no matter how good the
integration plan might have looked on paper. (evaluation)
Marking: