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Slide 1: Tuurlijk kunnen formele samenwerkingen werken.... Infosupport/JdG/20090420
Slide 2: Samenwerkingen en fusies in zorg zijn een hot topic In 25 jaar zijn er 86 ziekenhuisfusies geweest Source: Internet 2
Slide 3: Index Formal cooperation: failure guaranteed? A model for succesfull cooperations Source: 3
Slide 4: Acquisitions are aimed at creating extra value though post-acquisition synergy Cost based synergies New total cost are reduced by realising economies of scale and reduction of duplicate activities Example: - Spreading fixed cost like R&D and promotion over more customers - Reducing administration, ICT etc Main reason synergy Company A Company A Company B Benefit based synergies The combination shares competences which facilitates extra revenue or access to new segments Example: - Access to new geographical segment - Access to distribution channels - buying new eCommerce capabilities (Achmea) Source: Capron 4
Slide 5: A corporation can diversify either vertically or horizontally Supplier business Backward vertical integration Related business Related diversification Current business Forward vertical integration Competitor Horizontal expansion Unrelated business Unrelated diversification Buyer business Source: De Wit & Meyer 5
Slide 6: Today we focus on formal forms of cooperation Acquisition Merger Joint Venture Contract Network 1:1 Agreement The initiative should match strategic intent with form, direction and synergy Direction Cost Benefit Intended synergie Source: Venture Form Model 6
Slide 7: Research consistently shows that results don’t meet management’s expectations Improvement of joint results Source: Capron, Douma, Porter Sources: 7
Slide 8: Just over 50% of the new ventures last at least 5 years Source: Douma, Capron, Porter Sources: 8
Slide 9: The selection of the right candidate, but especially the failure to integrate are the reasons for not succeeding Reasons CEO’s state for not creating (or even destroying) shareholder value 1.  Failure to integrate the new venture into the corporation 2.  Selecting the wrong candidate 3.  Price for acquisition was too high Source: BCG 9
Slide 10: Index Formal cooperation: failure guaranteed? A model for succesfull cooperations Source: 10
Slide 11: Succesfull cooperations start with strategy, manage their formation process and manage the integration - Define the desired synergie based on your strategy -  Select a partner who matches the desired synergie - Set up a sound strategy for the new venture Start with a strategic vision -  Focus on the integration -  Set up a post acquisition project that ensures synergies are realised Succesful cooperations Manage integration and synergie Manage the process -  Use a experienced, balanced deal team -  Set up main principles quickly, but work out the details thoroughly Source: Essence Consulting The 11
Slide 12: Start with a strategic vision to ensure that your new ventures matches your strategy 1 Strategy Eg low cost > adv. of scale 2 Desired synergy ? 3 Partner You Desired synergy NewCo Potential Potential Strategy After selecting start with defining a sound strategy for the venture. Ensure that your desired synergy is the basis for the businessplan Start by defining what the needed synergy is to realise your strategy When selecting the partner focus on the desired synergy. Don’t fall for ‘the smoothest process’ DO: WMO kantoor Source: Essence Consulting The DON’T: Thuiszorg megafusie 12
Slide 13: Use an experienced and balanced deal team Experienced deal teams have a much higher change of success Succes The deal team should combine business, M&A and process skills Business expertise M&A expertise Nr of acquisitions Process management skills KZN case iTouch case Source: Zollo, The Essence Consulting cases M. 13
Slide 14: Set up the main principles quickly, but work out the details thoroughly Cooperation process lay the foundation for long term performance Cooperation set up process “Set up the main principles quickly, but work out the details thoroughly “ Business plan Shareholder agreement No details.. “We agree on the main principles, let the experts work out the details” Details and more details “let’s start with article 1.1.1 definitions” Source: Zollo, Harding, Taulli, Essence cases Flaws in decision structure, synergy not realised or too high priced Unsuccessful start or even broken off process CASE: HbH thuiszorg joint venture CASE: iTouch 14
Slide 15: Only in a limited number of cases cost advantages were actively pursuit… % of companies who reported to have actively reduced means after acquisition Strangely enough are cost advantages only limited pursuit In most cases potential cost advantages must be available (fixed cost, processes etc) Most acquiring companies are not pursuing post-acquisition cost advantages Source: Capron 15
Slide 16: ‘A marriage is worth more then just the wedding’ (focus on integration and realising the synergies) Cooperation set up process Business plan Shareholder agreement Integration phase Going concern Phase where you design the venture and possible synergies Phase where you REALISE the intended synergies Set up an integration project headed by a senior manager Plan a ‘sweep project’ where you ensure that the remaining unrealised synergies are realised CASE: Argonaut Source: Hapeslagh, Capron, M. Zollo 16