Lessons in mergers, the do’s and don’ts

My previous response to the TBWA news regarding the appointment of Peter Souter as the new Chairman and ECD of the London office has provoked a reaction, in particular one from Neil Christie, the CEO of W&K London. Neil was one of the management team at the time of the merger between TBWA and Simons Palmer. Neil summed up the rolling mergers of us, then GGT etc., as a mess. I agree, it did become a mess.

I think it is worthy of a little bit more analysis as it provides some broad insight in to what is more likely to work versus what isn’t.

There is a convincing argument which suggest there are no such things as mergers; a senior management consultant said to me some time ago there are no such things as mergers, only takeovers. This has three major implications.

I’ll use the facts from the TBWA example as illustration.

Firstly, from the go-get clarity concerning the actual facts are essential to be made clear to all parties involved. Our deal was driven by Omnicom because they were not happy with the performance of TBWA. Also the deal made us shareholders, i.e. owners, of the the enlarged business. However Alistair Richie who was the President of TBWA outside the US walked around telling TBWA staff that they had bought Simons Palmer. Implication TBWA was the acquirer and by default they remained in charge. This was a big mistake because I had to stand in front of the massed ranks of TBWA and tell them this was not the case. So off to a very bad start.

The lack of clarity and communication almost scuppered the deal before the ink was dry. Lesson number one is always tell the truth otherwise everyone gets their knickers in a twist.

Secondly, someone has to be in charge. It’s hopeless if this is fudged because it creates confusion as a minimum and chaos at the worst. After we moved both agencies in to the building in Whitfield Street we had a very difficult job of getting everyone from both agencies to buy in to the same manifesto but we did get there eventually. The last thing needed was other people, not involved in the London ad agency, wandering around willy nilly.

Also it means some tough decisions. Another one of Alistair Richies ‘speak before you think’ moments was telling Trevor Beattie that he would be the ECD of the combined business without mentioning this to us. This was simply not an acceptable position initally due to sensitive client relationships and also retention of some key creative people. Our suggestion was 3 sets of group creative directors to cover the extensive client list but Trevor didn’t buy it and walked (to GGT as it happened!).

The second lesson is a thought borrowed from M&C Saatchi – brutal simplicity – make sure there is no confusion about who is in charge, even if it is tough initially.

Thirdly the critical question of culture. I think this is the biggy.

Both BMP and AMV post mergers with DDB and BBDO respectively maintained their founding cultures for a long time, AMV still to this day. They provided both Omnicom agencies with a strong culture that was at the root of their respective successes.

I think it is fair to claim in our (short) time at the helm of the enlarged TBWA business we had also imprinted our culture on the business successfully. However once the GGT acquisition was made another culture was grafted on and with another group of people wanting some of the power. That was three culture shifts in less than two years; no wonder it began to turn in to a bit of a mess.

What I found confusing at the time was that both BMP and AMV retained their agency names first as in BMP/DDB so we had assumed the same model would apply with us so Simons Palmer/TBWA. However the highly emotional and aggressive Bill Tragos starting throwing his toys out of his pram and won the battle of naming. Everyone told me not to worry about it but my instinct said it was wrong and why change a successful precedent?

Interesting the agency in Bishops Bridge Road is now adam&eve/DDB! A return to the model?

As culture reflects philosophy it is probably the magic dust in the ether that makes an attractive acquisition desirable so why meddle with it?

On a final point I mentioned in the last piece on this subject the notion of management stability and succession. AMV/BBDO appears to have been a very stable business, from an outsiders perspective. Michael Baulk was brought in to support the founders as CEO and he was there for some considerable time. He handed across the CEO baton to Cilla Snowball who has also been there for a very long time. Spookily AMV has maintained its position as #1 in the UK for over a decade. Much of this must be due to the continuity, stability and maintenance of a culture enjoyed internally and by some very long standing clients.

Returning to TBWA I don’t understand why it was allowed to chop and change so frequently and allow internal power plays to disrupt the reputation of the agency. TBWA has always been the poor relation to its Omnicom stablemates, almost like the maverick child in the family always getting in to trouble with the police.

Given Peter Souter was another longer term member of AMV perhaps he can engender a similar approach and stabilize the ship for a number of years. I hope he can.

Image: http://www.flickr.com/photos/coyotecreek/234008516


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