Engineering Inc - January/February 2018 - 28

"Every company has different personalities," Gomes says, adding there is no definitive
playbook for completely smoothing out an
acquisition during the post-deal integration
process. "Architectural companies are different
than engineering companies, and engineering
companies are different than project management companies. You've got to take all that into
account."

OLIVER CLEVE / GETTY IMAGES

FOCUS ON PEOPLE AND COMMUNICATION

At Merrick & Co., which has acquired four firms
with 12 to 15 employees since 2011 and is currently
in the due diligence phase with another, the postmerger integration plan includes a people focus.
"When you are acquiring a firm with 15 people, they
view us as this enormous blob that is scary because we are
taking them out of their comfort zone and making them part
of what they perceive as a big company," President and COO
Christopher Sherry says. "You are dealing with their medical
benefits, their PTO, their pay. We are messing with that, so we
want to make sure we communicate very clearly, post-closing,
with all the folks who are going to come across from their current firm to Merrick."
Merrick's post-closing communication process includes an
acquisition ambassador program where a Merrick employee
who's not part of the acquisition team serves as an integration
communication specialist with the seller firm. "That person is
the go-to person for anybody in the acquired company to reach
out for any issues they may have," Sherry says.
IT CHALLENGES

In addition to honoring differences and ensuring effective staff
communication between buyer and seller, information technology integration between two companies can become challenging
after a merger has been finalized.
Joe Rapier, CEO of Parkhill, Smith & Cooper, says the pressure on IT departments can be very high during a merger. "We
have found that IT is a real pressure point, and everybody reacts
to that," he explains. "You want everybody working on the same
platforms. You can go for a while with the acquired entity stay-

"We have found that IT
is a real pressure point,
and everybody reacts
to that."
JOE RAPIER
PARKHILL, SMITH & COOPER
28

ENGINEERING INC.

JANUARY / FEBRUARY 2018

ing on their own, but eventually they must
come into the fold, not just for the financial
platforms but also for productivity. Obtaining the net
productivity efficiencies can put a great deal of pressure on IT."
IT TAKES TIME

All these important transitional elements, as well as the incoming firm's integrated business plan, can take anywhere from
one to two years to fully set in within both the buyer and seller
firms, says Michael J. Carragher, president and CEO of VHB.
Since 2005, Carragher has been involved in 15 acquisitions,
ranging in size from six to 75 employees.
"Of the 15, all but two have been successful to very successful for us," Carragher admits, putting the blame for the
unsuccessful deals mostly on VHB. "The two were kind of
shame-on-us," he explains. In one case, during the planning
process, VHB was perhaps overly enamored with the services
and skills of the seller company. "We went forward because
we were in love with the services they were bringing in, and,
unfortunately, the culture and leadership of that firm did not
work with ours," Carragher says.
In the second case, the acquired seller was a company VHB
had previously worked with that was experiencing a number
of financial challenges. The deal was executed without enough
pre-planning, mostly related to cultural integration, Carragher
says. "There were some positive things that came forward, but
shortly after coming into VHB, we did not see eye-to-eye with
the leadership of that firm. They were not comfortable with
being consistent with what we expect of our leaders, and we
agreed to part ways."
"Having a very clearly established executive team and a set
of leaders in which the lines of authority are clearly drawn,
and where both company employees and cultures feel they are
being represented within the leadership group ultimately top
the list for a successful merger transaction," says Tim Sznewajs,

M&A Attorneys Weigh In

ecause of their
wide-ranging responsibilities during
the negotiation and
final stages of a merger and
acquisition, attorneys bring
helpful and unique perspectives relative to the overall
process.
Two veteran attorneys
who specialize in mergers and
acquisitions within the A/E
industry, Laura Howard, Fox
Rothschild, LLP and George
Christodoulo, Lawson & Weitzen, LLP, provide insight into

the merger and acquisition
process. Howard has been
practicing law for 30 years,
the past 15 of which have
been devoted to architecture,
engineering and environmental consulting services
companies, and she has been
involved in about 30 mergers
and acquisitions. Christodoulo
has more than 35 years of
private practice experience
and has been involved with
more than 180 merger and
acquisition transactions over
a period of 20 to 25 years.

Table of Contents for the Digital Edition of Engineering Inc - January/February 2018