As part of our series on the role of culture in Mergers and Acquisitions, we are delighted to bring you renowned organizational psychologist, author and thought leader, Philip Mirvis, Ph.D. Join Bryan Adkins, President of Denison Consulting, as he hosts Dr. Mirvis in the session: “M&A Culture Clashes: Diagnosing and Dealing with Them.” In this webinar, Dr. Mirvis will discuss "culture clashes" in mergers and acquisitions: how to spot them during due diligence, how to diagnose them once a combination is underway, and how to deal with culture differences in putting companies together. Culture clashes can be a barrier to making mergers work. They can--and should--be understood and managed. Here we'll look at how culture can be assessed through measurement tools and managed through different integration strategies.

1. M&A Culture Clashes: Diagnosing and Dealing with them Philip H. Mirvis Fortune magazine “merger maven” with Mitchell Marks @DenisonCulture.com

2. M&A Culture Clashes: Diagnosing and Dealing with them Philip H. Mirvis Fortune magazine “merger maven” with Mitchell Marks @DenisonCulture.com

4. Merger hit rate 65-85 % of Mergers and Acquisitions Fail Vs. precombination earnings of 2 cos. Vs. promised returns by executives Vs. costs of capital WHY?

5. Combination Phases

6. Define the End State acquired

7. Company A Engineering & Marketing Quality Matrix Planning Professional Collegial Teamwork Our Way Company B R&D Speed Functional Ready, Fire, Aim Entrepreneurial Political Star System My Way Theoretic Synergies Leading Edge Technology Broader User Base Faster Time to Market Product Reliability Technology Transfer

10. Think Organization & Culture

11. How and where to Integrate?

12. Degree of Integration

13. What’s happening in this picture? Company A Company B

14. Physical Signs and Public Behaviors Norms and Values Private Behaviors Beliefs on ‘Human Nature and Reality’ “Layers” of Culture

15. Culture Clash: Stages Perceive Differences Magnify Differences Stereotype Denigrate Same or Different? Very Different! They are all that way We are good; they are not.

16. Perceive Differences Economic Consulting Business Consulting

17. Magnify Differences Stereotype

18. We vs. They

19. Win vs. Lose

20. Diligent Due Diligence Synergies: Strategic and Financial “Fit” Organizational and Cultural Fit Complementary organization structures/systems Depth of management talent Understandings of the market Cultural norms and values HR relations, stakeholder issues Do your homework- Internet, reporters, academics, retirees, former employees, etc. Culture Surveys!

21. The Denison Organizational Culture Model Mission Defining a meaningful long-term direction for the organization “Do we know where we are going?” Adaptability Translating the demands of the business environment into action “Are we listening to the marketplace?” Consistency Defining the values and systems that are the basis of a strong culture “Does our system create leverage?” Involvement Building human capability, ownership, and responsibility “Are our people aligned and engaged?“

22. Software Acquisition Overall strong profile Key areas for leverage: Teamwork, Empowerment, Creating Change, Agreement and Coordination & Integration Need for Strategic Direction & Goal Alignment Integrated IT Company Stronger Internal Focus Key areas for leverage: Teamwork, Empowerment, Core Values, Agreement and Goals & Objectives Need for Strategic Direction, Capability Development & ADAPTABILITY

23. Software Acquisition Integrated IT Company

24. Culture & Integration High Combine Carefully Combine Quickly Coordinate, Combine Slowly Integration: How important to Strategy? Savings? Synergy? Combine as Needed Separate Low Hard Easy Culture Clash: Ease of Integration?

25. Post merger cultures Multicultural Integrated: Distinct but all part of the family Pluralistic: Many tribes, in confederation Segregated: Superiors and inferiors Monocultural Melting Pot: One “happy” family Pressure Cooker: One family or else Ethnocide: Kill ‘em off