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M&A Case Study - HTCC-Invitel, Hungary

Martin Lea is president and chief executive of the Hungarian Telephone and Cable Corporation (HTCC), which recently merged its operations with another Hungarian telecommunications operator, Invitel. John Berney joined Lea as interim CIO and chief integration officer in early 2007. A chartered accountant by training, Berney runs CIO Plus, which specialises in the IT and business integration process of M&A. Berney has previously been involved in successful major IT integration projects in the UK, and adopted the same approach with Invitel and HTCC in Hungary.


“I was the CIO in the merger between Southern Electricity and Scottish Hydro, where we took 70 per cent of IT costs out of the merger. What I learned was that you need to start the integration process actively from day one. If it doesn’t happen within three months, it won’t suddenly start moving down that road.” 


John Berney, Co-Founding Director of CIO Plus

Since the deal was completed, Lea and Berney’s focus has been on integrating the two operations, plus subsequent acquisitions, including Tele2 and Memorex. Given the extent of the M&A activity, forward-planning is critical.


“We had a complete blueprint in place by April 2007,” says Lea. “We assigned a new management team to the project and set up a Programme Office to oversee progress. One of the critical elements we had to have in place was a disciplined review and reporting mechanism. “You have to get a new management team in place from day one, because it is very difficult to drive integration if people are still concerned about their jobs. The second key factor is speed. You have to execute on this is as soon as possible. Communication must be effective, and come right from the top. You have to prevent the rumour mill taking over and ensure people are all rowing in the same direction. Within a year of closing the transaction, we’d taken action that will deliver 90 per cent of the cost savings.”


Berney says organisations tackling M&A must adopt an up-front approach that drives synergies. That means doing effective due diligence, coming up with an integration plan, and having a Programme Office. “If you get it right, IT can bring real synergy, with one view of the customer, served anywhere. When it comes to dealing with billing systems, what we’ve done is pick best of breed from whatever we have within the existing organisation. That critically means having a reduced number of systems to support. But whatever you do, you must make choices quickly and have 90 per cent of your activities in place. You can’t vacillate between different choices.”


Lea says when it comes to billing systems; telephone systems are more complex, because gas, electricity and water do not require the immediacy of data tracking necessary for phone systems. “It’s not that the billing systems themselves are any different. What’s more complicated is the switching, because the number of a call and its duration has to be tracked and priced. And they have to be pulled together in real time. It’s not like simply reading a meter each quarter,” adds Lea. Lea and Berney are clear as to what key actions need to be taken to make M&A a success: “You have to ensure people understand that their particular integration project has to deliver. They have to be crystal clear what their responsibility is, and be able to communicate that across projects, establishing where there are any interdependencies.” For Lea and Berney, simplification, consolidation and standardisation are critical keywords. Another is financial ‘nous’. “As part of the Programme Office, you have to have a finance person who is able to comfortably deal with issues such as capital expenditure (Cap Ex) and operational expenditure (Op Ex) plus all other costs. Financial familiarity is critical for the senior leadership team, otherwise people don’t understand if they are achieving the results that were committed,” says Lea. “The devil is in the detail.” “You must acquire for the right reasons, find real synergies, take it seriously, and hold people fully accountable for achieving cost savings,” says Berney. “From the CIO’s perspective, he or she must be commercial in their mind-set, because integrating the IT offers the biggest saving. Some people think you can throw it all together and fix it. But it doesn’t work like that. If you as a CIO want to have a seat at the table, and be sufficiently trusted, then you must be business-focused first and a CIO second.”


Best-Practice IT for M&A


Plan before you buy
  • Use the due-diligence process to formulate an integration plan
  • Look for inhibitors to your plan
  • Look for non-strategic projects
Integrate with pace
  • If you don’t start with an integration process within three months, you probably never will
  • Announce what you are doing on day one
  • Be honest and open with staff
  • Staff will prove flexible and deliver a lot if you tell them about your plans before you put them in progress
Choose your target architecture early and be clear about it
  • One view of the customers
  • One view of the products
  • One view of the assets
  • One view of the processes
Aim to make the next acquisition better than the last
  • Develop data-cleaning routines and processes
  • Develop data import routines and processes
  • If you’re a serial acquirer, grow the expertise
  • If you’re a one-off acquirer, buy in the expertise
Stop any non-strategic projects on day one
Always centralise, standardise and simplify IT systems
  • Minimise the number of systems
  • Reduce the number of interfaces
Close down legacy applications ASAP
  • Develop a generic legacy data archiving solution
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