When Terumo, Japan’s biggest medical device maker bought CaridianBCT from Gambro AB for $2.63bn in 2011, it was expected that the head of Terumo’s BCT unit, Hiroshi Nagumo, would take over as CEO of the new Terumo BCT company. However Nagumo decided to appoint the CEO of CaridianBCT, David Perez, as CEO instead, with Nagumo reporting into him as SVP and GM for Japan. Perezalso became an executive officer on Terumo’s main board and the headquarters of Terumo’s blood management unit was moved to CaridianBCT’s base in Colorado.
Nagumo says he made himself “Number Two” after objectively considering whether he could really perform as “Number One”. At the time Terumo’s total turnover was Y328bn,of which the blood management unit represented around Y25bn. CaridianBCT’s turnover was double that at around Y50bn. A third of the combined company’s sales were to the USA, and around 20% to Japan.
“When I thought about appointing myself as the CEO, and leaving the headquarters in Japan, I realised that I would always end up thinking about the customers that I had known the longest, the doctors in Japan” and that this would be counter to the objective of the acquisition, which was to develop new products and expand market share globally.
In 2012, the sales of the combined company’s blood management business actually fell in Japan, but thanks to growth overseas, the total turnover rose 4.1%.
As Nikkei Business points out in their series on cross border M&A last month, in the past when Japanese multinationals acquired companies overeas, they tended to send in Japanese managers to run them, but this does not work so well if, as in this case, the acquired company is larger than the acquiring company’s own business in that sector. It can lead to the demotivation of the staff in the acquired company and loss of customers.
However Terumo did reshuffle the management, and had a strong sense of how they wanted to proceed after the acquisition. Nagumo had been preparing a project called “Unite” from a year before the acquisition – it aimed to integrate sales, customer service and logistics across the two companies. Terumo fitted itself to CaridianBCT’s structures, except in Asia, where Terumo was stronger than Caridian, so a different structure, where Terumo’s operations there became TerumoBCT’s representative dealers.
It took a year to discuss, and then in 2012 it was announced as a one “fell swoop” integration – “we did not want to take so long that customers became confused” says Nagumo.
Production is taking longer to integrate. Decisions have to be made about what products will be made in the factories in the USA, Japan and Northern Ireland. On the other hand, Terumo’s quality control management has been introduced into Caridian’s operations already. As a result, claims have dropped to a quarter of the level before the acquisition.
Not everything went smoothly – Perez was amazed at the number of meetings deemed necessary by Terumo before a decision was made. At the same time, Terumo was puzzled as to when a decision was made, when it had not been properly “socialised” within the company. “A certain amount of time has to be allowed to understand what is different, culturally”, says Nagumo. In 2013, former Terumo staff will be posted long term to the USA and in 2014, former Caridian staff will be posted to the Japan office.
As a result of the success of the BCT business, Terumo has also moved its artificial heart business to the USA, a unit it purchased from 3M in 1990. As the Nikkei comments – it’s a nice illustration of how to make sure a post merger management structure fits market and customer needs.
If you are being acquired by a Japanese company, you may be interested in Japan Intercultural Consulting’s (represented by Rudlin Consulting in EMEA) post merger integration services.
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