Culture Pervasiveness and the Difficulty of Defining

Culture pervasiveness and the difficulty of defining it is one of the reasons why it is attributed for many merger failures. The problem considered in this study was the unstable operating environment that existed following the acquisition of INTEC Engineering by Worley Parsons which was likely caused by differences in organizational cultures. WorleyParsons acquired SEA Engineering in 2007 and INTEC Engineering April 2008 and combined these organizations to form INTECSEA. The capabilities found in these organizations were needed for WorleyParsons ability to facilitate a comprehensive solution for their clients working in deep waters. However, one year on and INTEC's entire management team resigned and staff retention remains a major issue. To understand why this trend is occurring, this analysis will review and apply theory to the transition process to the case of INTECSEA and provide insights to the causes by identifying the effects.

Contents

Introduction

Problem Statement

2.1 Background 5

2.2 Where it all started 6

2.2.1 Worley Parsons History 6

2.2.2 INTEC Engineering history 6

2.2.3 Sea Engineering History 7

3 Aim of the Project 7

4 Objectives 9

5 Literature Review 9

Overview of 9

5.1 Mergers and Acquisitions 9

Phases of Mergers and Acquisitions 9

5.2 9

5.3 M&A Trends 10

6 M & A Due Diligence 11

7 Organisational Culture 11

7.1 Defining Culture 12

8 Culture change 14

8.1 Role of Culture in merger and acquisitions 14

9 Mergers and acquisitions cultural approach 16

10 Organizational culture change 19

10.1 Creating Culture Change 23

10.1.1 Cultural approach 23

10.2 Reaction to change in mergers and acquisitions 23

10.2.1 Reaction to change 24

10.2.2 Factors causing resistance to change 25

10.2.3 Appearance of resistance 25

10.2.4 Managing Resistance 26

10.3 Significant factors of organisational culture for integration 27

10.3.1 The role of management 29

11 Methodology 30

12 Data Collection 32

13 Data Collection and Verification 33

14 Research questions 34

15 Conclusion 35

15.1 Recommendations 36

16 Bibliography 38

1 Introduction (tell the reader what the report is about) 4

2 Problem Statement 5

2.1 Background 7

2.2 Where it all started 7

2.2.1 Worley Parsons History 7

2.2.2 INTEC Engineering history 8

2.2.3 Sea Engineering History 9

3 Aim of the Project 9

4 Objectives 9

5 Literature Review 10

Overview of 10

5.1 Mergers and Acquisitions 10

Phases of Mergers and Acquisitions 10

5.2 10

5.3 M&A Trends 11

6 M & A Due Diligence 11

7 Organisational Culture 12

7.1 Defining Culture 13

8 Culture change 15

8.1 Role of Culture in merger and acquisitions 15

9 Mergers and acquisitions cultural approach 16

10 Organizational culture change 19

10.1 Creating Culture Change 23

10.1.1 Cultural approach 23

10.2 Reaction to change in mergers and acquisitions 23

10.2.1 Reaction to change 24

10.2.2 Factors causing resistance to change 25

10.2.3 Appearance of resistance 25

10.2.4 Managing Resistance 26

10.3 Significant factors of organisational culture for integration 27

10.3.1 The role of management 29

11 Methodology 30

12 Data Collection 33

13 Data Collection and Verification 33

14 Research questions 34

14.1 Research limitations 35

15 Bibliography 37

Introduction (tell the reader what the report is about)

WorleyParsons acquired SEA Engineering in 2007 and INTEC Engineering April 2008 and combined these organizations to form INTECSEA.

WorleyParsons, after over three years of pursuing the acquisition, finally acquired INTEC Engineering in April 2008 (now known as INTECSEA). INTEC is a leading international offshore deepwater Hydrocarbons engineering and project services company with its many years of experience and a strong reputation. This organization was acquired to complete the missing link in Worley Parsons' hydrocarbons business and strategically positioned the company to provide comprehensive solutions for large scale integrated deepwater facilities, subsea, and marine systems projects.

In 1984 INTEC Engineering began operations by providing offshore Hydrocarbons engineering and project management services in the Oil & Gas Industry, and over the past twenty eight years has diversified locally and internationally, employing more than one thousand professional staff in four continents. The London office is the focus of this research and employs approximately two hundred staff members. Whilst it has a strong and growing credibility for successfully completing a range of complex projects, it is perhaps the track record of involvement in major trunk line and offshore pipeline projects for which the reputation of the company is most known for.

The acquisition of INTEC filled a needed gap in WorleyParsons hydrocarbons industry capabilities which they had been pursuing for many years. These capabilities were needed for WorleyParsons ability to facilitate a comprehensive solution for their clients working in deep waters. However, for WorleyParsons to survive the increasing competitiveness within the oil and gas industry they will face many challenges. The company must continue to expand into new areas and it is imperative for them to make changes to come in line with new technologies, new competition, new markets, and demands for greater performance by implementing programs of change. To achieve this objective, the alternatives are mergers and acquisitions by pursuing the route of acquisitions in certain niche areas to complement and increase its own skills.

The acquisition introduced the need for INTEC to integrate into the WorleyParsons realm but also to provide a catalyst leap forward in technology, globalization and growth. WorleyParsons put in place teams from both companies to oversee the integration of the transition planning process labelled the transition 5-5-5. (Journal, 2008) However, one year on and INTEC's entire management team resigned and staff retention remains a major issue. To understand why this trend is occurring, this analysis will review and apply theory to the transition process to the case of INTECSEA and provide insights to the causes by identifying the effects.

Merger integration is a chaotic and frustrating process it is also an extensive and complex project according to Galpin & Herndon (2000) but business must continue and the company's strategy aims to focus on selected niche markets, which contains a significant expansion in the form of mergers and acquisitions of profitable and highly experience businesses in carefully selected market.

In 2008 Worley Parsons acquired INTECSEA, with its many years of experience and reputation, to complete the missing link in Worley Parsons' hydrocarbons business. After the merger the entire management team resigned and staff retention has been the most noticeable issue, by reviewing and applying theory on the process and tools of integration to the case of INTECSEA, to establish the causes and identifying the effects on the company's organisational culture and the causes of resistance to change.

Established in 1984 as the original office of the now Worley Parsons INTECSEA London Office has amassed 28 years of experience in executing pipeline and subsea projects for clients around the world.

INTEC in April 2008, leading international offshore deepwater Hydrocarbons engineering and project services companies, completed the missing link in Worley Parsons' hydrocarbons business and strategically positioned the company to provide comprehensive solutions for large scale integrated deepwater facilities, subsea and marine systems projects.

In 2008 Worley Parsons bought INTEC Engineering. INTEC Engineering provides project services and engineering to the offshore examination & manufacture and transportation segments of gas and oil with a certain emphasis on deep-water. Parts of technical knowledge consist of offshore pipelines, terminals and marine production risers, operability and subsea production systems, flow assurance, and floating manufacture systems for offshore field expansion. The corporation likewise has been able to create a good status for upkeep of Arctic and developments that regard cold water.

Global capital spending in offshore gas and oil is anticipated to grow to about U.S.$250 billion per year by 2014. It is predictable that this subdivision will carry on to mature as the vital operators that are pushing into waters that are deeper in discovery of hydrocarbons. It is recognized that the technical encounters that these expansions that are present will be able to make excellent chances for engineering businesses with the correct technical competence. INTEC is able to bring an antiquity of technical novelty and has established numerous business standards that also comprise of the deepest subsea creation, the deepest risers and marine pipelines, the lengthiest manufacturing subsea tieback, the very first Arctic offshore oil channel, as well as the design of the biggest FPSO (Floating Production Storage & Offloading) vessel.

INTEC's clients comprise many of the world's biggest energy businesses many of whom are also customers of Worley Parsons, and the includes the following: BHP Billiton; BP; ChevronTexaco; Conoco Phillips; Exxon Mobil; and Shell. Headquartered in Houston, INTEC has over 500 expert staff with offices in London, Delft, Rio de Janeiro, Kuala Lumpur, Perth, and Lagos.

Worley Parsons and INTEC are the ones that were able to work in unison up under a tactical association on numerous projects in current years and have an arrangement to provide offshore gas and oil customers in the Asia-Pacific section a complete key for large scale combined deep water services, marine and subsea systems developments. As part of the transaction Worley Parsons and Heerema Group have agreed to constrict values for the establishment of manufacturing facilities to the Heerema Group.

"INTEC's competences exclusively supplement the present abilities of the Sea Engineering occupational, a specialist in deep water hulls, risers and mooring, learned in January 2007. Worley Parsons now has the competence to deliver services that will be all over the whole range from transmission to subsea line.

"INTEC have been able to establish a track record that has spanned something like 20 years having calculated subsea and pipelines manufacture systems in water depths that at one time were thought to be unbearable to get to. The business at the moment is creating projects that are low points of up to 3,500 meters in places that are varied as the offshore West Africa, Gulf of Mexico, the Gulf of Mexico, Black Sea, the Arctic Ocean, and the South China Sea.

conductingperforminga case study identifying the issues involved during implementing a new organisation culture, employee's reaction to change and any significant issues in the integration process. The report is based on the acquisition by Worley Parsons of INTEC Engineering in 2008.

This project aims to understand more clearly the effects of culture change post-merger by researching INTECSEA, and what the causes were of resistance to change, by comparing theory to measure success of change post-merger, in light of the different organisational cultures at the two companies.

Key research questions such as;

What effect has change had on employees within the organisation and, what are the causes of resistance to change, there is a need to involve those experiencing change and those implementing change in the research. The most noticeable troubled area is staff retention.

As noted above, the aim of this project was to conduct a review of the relevant peer-reviewed and scholarly literature concerning organisational culture's effects post-merger in order to better understand these effects on INTECSEA and the causes of resistance to change. In support of this aim, the main objectives of this project were to review, identify, assess, and evaluate the respective organisational cultures at INTECSEA and Worley Parsons.

Problem Statement

The problem considered in this study was the unstable operating environment that existed following the acquisition of INTEC Engineering by Worley Parsons which was likely caused by differences in organizational cultures.

Merger integration is a chaotic and frustrating process that is also an extensive and complex project according to Galpin & Herndon (2000). However, the business must continue operations and pursue the company's strategy aims to focus on selected niche markets, which will undoubtedly contain expansions as a result of mergers and acquisitions of profitable and highly experienced businesses in carefully selected target markets.

Background

Four years have since passed since Worley Parsons acquired INTEC Engineering. The aimobjective of the acquisition by Worley Parsons was to fill a gap in the their hydrocarbons business and strategically position the company in the oil and gas industry. The acquisition was intended to allow the company to provide comprehensive solutions for large scale integrated deep-water facilities, subsea, and marine systems projects which would allow the organization to catch up with its competitors in the fast moving oil and gas industry.

The history of both companies is presented below. The case study provides insights into the scenario and discusses how the more critical aspects of the acquisition, such as the strategic objectives and how the integration and alignment of the organizations were implemented by WorleyParsons, as well as the individuals who were involved in the integration. Furthermore, interviews with employees of INTECSEA were undertakencarried out.

The creation of INTECSEA occurred via two parallel but independent companies operating in the same industry INTEC Engineering and Sea Engineering. These two entities were joined together by WorleyParsons after they acquired both companies. The history section below describes how it all happened.

In 1984 INTEC Engineering started up business providing offshore Hydrocarbons engineering and project management services in the Oil & Gas Industry, and over the past twenty eight years has diversified locally and internationally, employing more than one thousand professional staff in four continents. The London office is the focus of this research and employs approximately two hundred staff. Whilst it has a strong and growing credibility for successfully completing a range of complex projects, it is perhaps the track record of involvement in major trunk line and offshore pipeline projects for which the reputation of the Company is founded on. In 2008 INTEC Engineering was acquired by Worley Parsons, the Chief Executive Officer, of Worley Parsons said: "The remaining oil of the world reserves are progressively being established in difficult access areas, pushing our customers to look further afield in their discovery for reserves that are new."

The acquisition of INTEC finished the absent link in Worley Parsons hydrocarbons industry which they had been pursuing to seal for many years and, deliberately pointed to Worley Parsons ability to facilitate their clients working in deep waters. As such, for Worley Parsons to survive the increasing competitiveness within the oil and gas industry, into new areas, it is imperative for them to make changes to come in line with new technologies, new competition, new markets, and demands for greater performance by implementing programs of change, to achieve this the alternatives are mergers and acquisitions by pursuing the route of acquisitions in certain niche areas to complement and increase its own skills.

Where it all started

Worley Parsons History

Worley Parsons is woven around the vision of the current Chief Executive Officer, when in 1971 he joined Smith, de Kantzow & Wholohan which led to the 1976 establishment Wholohan Grill and Partners, a small Australian engineering consultancy.

Wholohan Grill and Partners grew steadily throughout the 1970's and '80's and in 1987 acquired the Australian interests of Worley, an American-based engineering firm with a strong reputation in the offshore gas and oil arena. The company changed its name to Worley and from this point began expanding steadily, throughout the 1990's Worley expanded both its industry sector and geographical footprint.

At the start of the new millennium Worley was well poised to continue its industry sector and geographic expansion with 30 offices and 3,000 personnel globally. This success enabled Worley to diversify further through additional partnerships and acquisitions.

In 2002 Worley became a publicly listed company on the Australian Stock Exchange leading to a period of acquisitions of increasing magnitude around the globe, In 2004 Worley acquired Parsons E&C, a global leader in downstream hydrocarbons, Worley merged operations with Parsons E&C and commenced trading as Worley Parsons.

INTEC Engineering history

INTECSEA started out in business in Founded in 1984 as INTEC Engineering, the company was organizedfounded by a group of engineers with participation and financial backing of a Finnish shipbuilding company.

. The company provides offshore Hydrocarbons engineering and project management services in the Oil & Gas Industry.

After a successful start, INTEC suffered with the rest of the oil industry, when in early 1986 the price of crude oil dropped from $35 to $10 per barrel. As a result of a sustained international business development effort and after several lean years, the company started growing again in 1988. In December 2000 - INTEC was acquired by the Heerema Group, retaining its original organisationalorganizational culture as well asnd its own management and supervisory board. This independent status allowed INTEC the autonomy to continue providing its unbiased engineering services to the energy industry worldwide.

December 2001 - INTEC opened an office in Brazil, where activities actually started in January 2003 when a strategic plan was put forth to increase INTEC operations in the country.

June 2002 - INTEC opened an office in Perth as part of the Asia Pacific regional operation, providing engineering and project management services to the local oil and gas industry.

April 2003 - INTEC Engineering launched the LNG Business Unit. Building on its proven track record in the marine industry, INTEC Engineering provided LNG services to support operators in the offshore development of LNG services.

Mid-2005 - INTEC had grown to become a truly international engineering company with over 500 employees. Operations in Houston, Delft, Woking, Perth, Kuala Lumpur and Rio de Janeiro At the same time, project offices were established in Cairo, Lagos and Moscow. Reference?

Sea Engineering History

Sea Engineering Associates, Inc., originally founded by Pieter G. Wybro in 1991, was establishedreestablished in 1998 as a privately held engineering services company to the oil & gas industry. The mission of Sea was to provide the highest standards of independent engineering services for the complete systems design of floating systems.

Sea headquartered in Houston, Texas, in 2006 established a high value engineering office in Hyderabad, India.

January 2007 - Sea became part of Worley Parsons and their name changed to Worley Parsons Sea. Following the acquisition of INTEC by Worley Parsons in 2008, INTEC joined with Worley Parsons Sea to form INTECSEA. Reference?

Worley Parsons History

Worley Parsons is woven around the vision of the current Chief Executive Officer, when in 1971 he joined Smith, de Kantzow & Wholohan which led to the 1976 establishment Wholohan Grill and Partners, a small Australian engineering consultancy.

Wholohan Grill and Partners grew steadily throughout the 1970's and '80's and in 1987 acquired the Australian interests of Worley, an American-based engineering firm with a strong reputation in the offshore gas and oil arena. The company changed its name to Worley and from this point began expanding steadily, throughout the 1990's Worley expanded both its industry sector and geographical footprint.

At the start of the new millennium Worley was well poised to continue its industry sector and geographic expansion with 30 offices and 3,000 personnel globally. This success enabled Worley to diversify further through additional partnerships and acquisitions.

In 2002 Worley became a publicly listed company on the Australian Stock Exchange leading to a period of acquisitions of increasing magnitude around the globe, In 2004 Worley acquired Parsons E&C, a global leader in downstream hydrocarbons, Worley merged operations with Parsons E&C and commenced trading as Worley Parsons.

The acquisitions of SEA Engineering in 2007 and INTEC in April 2008, leading international offshore deepwater Hydrocarbons engineering and project services companies, completed the missing link in Worley Parsons' hydrocarbons business and strategically positioned the company to provide comprehensive solutions for large scale integrated deepwater facilities, subsea and marine systems projects. Reference?

Problem Statement

The problem considered by this study was the operating environment that existed following the acquisition of INTEC Engineering by Worley Parsons caused by differences in organizational cultures.

Aim of the Project

The overarching aim of this project was to conduct a review of the relevant peer-reviewed and scholarly literature concerning organizational culture's effects post-merger. These findings were used to develop a comprehensive and timely case study of these issues in order to better understand these effects on INTECSEA. By JP Kenny and the causes of resistance to change.

The primary aim of this project was to conduct a review of the relevant peer-reviewed literature and scholarly literature concerning the effects on organisational culture post-merger, by conducting a case study identifyingidentifying the issues involved during implementing and attempting to change an new organisations culture as well as the, employee's reaction to change and any significant issues in the integration process, this can provide insights . The report is based on the acquisition by Worley Parsons of INTEC Engineering in 2008.

This project aims to understand more clearly the effects of culture change post-merger by researching INTECSEA, and what the causes were of resistance to change, by comparing theory to measure success of change post-merger, in light ofinto the different organisational cultures at the two companies.

Key research questions are presented such as;:

What effects has change had on employees within the organisation, and, what are the causes of resistance to change, and whether there is a need to involve those experienced ining change managementand those implementing change in the research. The most noticeable troubled area is staff retention.

As noted above, the aim of this project was to conduct a review of the relevant peer-reviewed and scholarly literature concerning organizational culture's effects post-merger in order to better understand these effects on INTECSEA and the causes of resistance to change. In support of this aim, the main objectives of this project were to review, identify, assess, and evaluate the respective organizational cultures at INTECSEA and Worley Parsons.

Objectives

As noted above, the aim of this project was to conduct a review of the relevant peer-reviewed and scholarly literature concerning organisational culture's effects post-merger in order to better understand these effects on INTECSEA and the causes of resistance to change. In support of this aim, the main objectives of this project were to review, identify, assess, and evaluate the respective organisational cultures at INTECSEA and Worley Parsons.

Literature Review

Overview of Mergers and Acquisitions

Mergers and acquisitions are becoming the growing trend of companies to grow within the industry it operates. In this regard, Keyton asserts, "Mergers occur when two organisations agree to combine and become one, acquisitions happen when one organisation takes over another and establishes itself as the new owner" (2005, 138).

"Globalization has generated an intensification of competitiveness and pressured organizations to change and expand. It has become a world-wide trend to attract investment while increasing exports, and developing alliances (Granell, 2000). From the 1980s the world has witnessed an increase in M&A's between organizations of different sizes and industries. Throughout the past decade these alliances have represented a powerful force the world economy.

"Mergers and acquisitions is a process, which requires insights from a number of disciplines to understand and effectively carry out." "The process is a multi-stage one" "M&A's are undertaken by companies to achieve certain strategic and financial objectives. They involve the bringing together of two organisations with often disparatedifferent corporate personalities, cultures and value systems. There are a variety of stakeholders who have an interest in the success of mergers, shareholders, managers, employees, consumers and, local communities." With all these stakeholders success or failure has greathuge consequences on them as well as shareholders. (Sudarsanam, 2003, p. 13)

The British Institute of Management, the literature, and various discussions have associated a number of factors that are generally present during unsuccessful acquisitions and mergers. One such factor is the underestimating of the difficulties involved of merging two cultures. For instance, when a large company like WorleyParsons acquires a smaller company such as INTEC Engineering, a typical clash of cultures occurs as the smaller entrepreneurial spirit meets the more bureaucratic staidnessone. Another factor identified was the departure of key people within the acquired company (british institute of manag (Management, 1986). ement 1986) .

Worley Parsons competes in a high risk and increasingly competitive globalized marketplace. To remain viable and in furtherance of its corporate goals, Worley Parsons has followed the trend of other similarly situated enterprises by engaging in a series of acquisitions.

Mergers and acquisitions are becoming the growing trend of companies to grow within the industry it operates. In this regard, Keyton asserts, "Mergers occur when two organisations agree to combine and become one, acquisitions happen when one organisation takes over another and establishes itself as the new owner" (2005, 138). The main motive of mergers is the financial gain and share of the rapidly evolving markets. With the growth of the oil and gas industry Worley Parsons did not want to fall behind and decided to acquire smaller emerging companies within the industry to eliminate the threat of competition as shown in Table 1 below.

Table 1 + reference

Recent Trends in the Worley Parsons's Acquisitions

Trend

Consequent Acquisition

Environmental services

Astron and Komex

DRPL in the power sector

TMG and Watkins & Godwin

Gas Cleaning Technologies

HG Engineering

Mineral and metals sector

Jones & Jones

Phases of Mergers and Acquisitions

Pre-Merger Phase

Merger Phase

Post-merger Phase

During mergers and acquisitions, organisational culture plays a key role in aligning the goals of the new company with the acquired company. The changes and differences in the companies are immediately noticed, as people begin to pay attention to who the winners are and who are the losers. "Culture is a mechanism for expressing how organisational members identify with an organisation" Keyton (2005). The merging of cultures brings about change, people are often resistant to change and the conflict begins to show in the everyday reactions of the people in the company Roffey Park Research Devine (1999) identified people's reactions and the things that become noticeable, People talk in terms of 'them and us', the past is glorified as the 'good old days' and new comers are vilified, coalitions start forming and there are more and more arguments and refusal to share information. One party in the merger is portrayed as 'stronger' and the other 'weaker'. Cameron & Green (2004) Cultural issues can be a major source of concern during acquisitions, as employees understand their own culture which makes the difference more problematic Hubbard (2001) Conflict during implementation is inevitable as decisions are taken where there are usually clear 'winners' and 'losers'. This is prevalent where either one person or unit is chosen over the other. If conflict arises out of these situations the acquirer can experience a mass exodus of disenchanted employees. Future relationships are at risk if conflict remains unchecked and managed. Employee expectation through research showed employees expect change after an acquisition, and employees would put up with a massive change programme as long as they are kept informed prior to events and treated fairly. Therefore, the key to successful acquisition is managing employee expectations Hubbard (2001). As was the case of the culture change in early 1990 at British Petroleum Bob Horton was appointed Chairman and announced major changes in the management organisation, processes and culture. Over the next two years, the implementation process brought him into open conflict with fellow board members Lynch (2001).

Cultural incompatibility is the single largest cause of lack of projected performance, departure of key executives and time consuming conflicts in the consolidation of business Bijilsma, (2001) Cartwright and Cooper suggest that the degree of cultural fit that exists between the combining organisations and the impact of the event on the individual are important factors in determining merger outcomes. As people are a difficult asset to quantify at the pre-acquisition stage, the depletion or under-performance of this asset post acquisition has a noticeable effect on the balance sheet. Davy et al., (1988) attributed 'employee problems' as being responsible for between one-third and a half of all merger failures. The British Institute of Management (1986) discussion paper identified sixteen factors associated with unsuccessful mergers and acquisition of which half were directly related to people and people management issues Sudarsanam (2003) Integrating organisations may require people to change their mind set, cultures and behaviours. It is a politically surcharged process as it involves the redistribution of power between the merging firms. Conflicts of interest and loyalty may hinder an effective integration process; the acquiring company management select an appropriate integration approach that will lead to exploitation of the capabilities of the firms for securing sustainable competitive advantage.