ONE BITE AT A TIME.

That's How Two Conglomerates Tackled a Mind-Boggling Menu

How do you normally eat elephants? Consuming a tough-skinned, mega-ton pachyderm can be a seemingly insurmountable challenge. You might get some good advice on the cable TV Food Network, but the folks at BASF can help, too. According to Rick Van Genderen, director of business operations for BASF Corp.'s U.S. Agricultural Products, here's the best way to do it: "One bite at a time."

About a year ago, an elephant came to BASF cloaked as a proposed corporate acquisition. On March 1, 2000, the Ludwigshafen, Germany-based firm offered to purchase the Cyanamid agricultural products division of American Home Products Corp., headquartered in Madison, N.J. The ramifications: two major companies to intertwine and redefine, dozens of products to assess and reassess, scores of tasks to trade and tackle, and hundreds of people to move and meld.

INTRODUCTIONS

Founded in 1865, BASF is the world's largest producer of chemicals and related products, and the third largest in North America.

Mount Olive, N.J., is the world headquarters of BASF Agricultural Products. Research Triangle Park (RTP), N.C., is home to BASF's North American Headquarters, and is Van Genderen's base. At this location, BASF established a 35,000-square-foot research facility in 1986. It was updated in 1997 with a 52,000-square-foot addition to the administrative wing and 25,000 square feet of laboratory space.

Fast and furious might be the best way to describe the mere six-month process of blending BASF and Cyanamid. The deal was finalized on July 1 and, unbelievably, by Oct. 1, 2000, the two firms were functioning harmoniously as one.

How did they do it? One bite at a time.

It's difficult to convey the magnitude and scope of the acquisition, Van Genderen emphasizes. In 1999, BASF ranked seventh in the world in volume of crop protection products sold annually with $1.9 billion. That same year, Cyanamid ranked eighth with $1.7 billion. The acquisition catapulted BASF to the No. 3 position, behind Syngenta and Aventis.

BASF already had some experience with major recent acquisitions in the crop protection arena. In 1996, the company had acquired the Sandoz corn and wheat herbicide business. In 1998 BASF purchased Micro Flo Co., a producer of off-patent crop protection chemicals. In 1999, BASF acquired a 40 percent stake in Svalof Weibull, a major European seed supplier based in Sweden. None of these three acquisitions compared in magnitude to the $3.8 billion acquisition of Cyanamid.

So how did BASF and Cyanamid initiate their great transition?

"Starting in March, top executives from both companies held regular meetings to identify issues and formulate plans to help us move more quickly with the integration process once closing had occurred," Van Genderen begins. "These meetings were followed up with e-mails and newsletters to the rest of our employees. Everyone was kept abreast of current developments from the beginning and throughout the entire transition process."

TEAMWORK SUPREME

"From the moment we announced our intent to purchase, we had big issues to discuss," Van Genderen says. "We formed teams with prescribed functions that included personnel from both organizations."

Team members were equitably selected based on their qualifications in a particular area of expertise. In collaborative efforts, teams identified procedures and tasks that would be required to make a smooth transition in all functions of the business. The goal of each team was to form a "best practice" policy for its respective area.

The acquisition of American Cyanamid was a massive undertaking, and the biggest problems were the amount of work involved and identifying specific tasks to be done, Van Genderen relates. "Collectively, so many products and services were being offered, and our companies included so many important functions, including research and development, sales, information systems, marketing and communications -- just to name a few key elements," he points out. "Every aspect of our operations had to be prioritized, analyzed and evaluated, and business had to continue while that happened."

BASF and American Cyanamid were long-time competitors, but as employees of both firms began to interact on acquisition issues, they quickly developed a mutual respect for one another, Van Genderen says. Those relationships promoted a willingness to work together and a platform from which the merger could move forward with a minimum of complications.

BASF came to the table with manufacturing expertise. American Cyanamid had a strong marketing, product branding and customer-focus history that heightened a focus on solving customers' needs for BASF.

It was BASF's top priority to be sensitive to the feelings of all people who would be affected by the acquisition. "The acquisition was an opportunity we felt excited about," Van Genderen says, "so we did our best to convey our enthusiasm and positive feelings to everyone in the American Cyanamid family. We brought teams of Am Cy people to the RTP and held receptions for them. We also conducted orientations for their families and showed them around the community."

Van Genderen is quick to point out that the merger brought a lot of change to many families.

July 2000 was a particularly busy month, as Am Cy personnel not only prepared for job transitions, but also put houses up for sale, looked for new homes in North Carolina, moved and enrolled their children in new schools.

By late August, most Am Cy people had completed all of the above, Van Genderen says, adding that some BASF personnel moved, as well, mostly from the field into the RTP location. At first, some people shared offices and work spaces until some remodeling was completed in December 2000.

ACCLIMATING THE SALES FORCE AND DEALERS

Last September, a sales meeting was held in Las Vegas with the theme "Lock on the Future." "We brought in our new team, about 250 people, to update them on the company's new plans and marketing direction," Van Genderen says. "We also invited our key customers, some 1,200 people, to explain how we would be operating as one organization under the BASF name. Media contacts from across the country were also invited to hear firsthand how BASF is committed to agriculture and intends to be one of the top players in the crop protection industry. The meeting was a great success, and we created a spirit of support within our dealer network as we focused on our Oct. 1 deadline."

While the challenges related to the acquisition seemed insurmountable at first, and some details are still works-in-progress, major goals were met and the transition was mostly on schedule, smooth and cordial with a win/win for all concerned. How did it happen?

"We had clear and concise direction from top management," Van Genderen says. "We proceeded with a strong spirit of teamwork and mutual determination to make it work, and we addressed all issues weekly' with a strong communications network."

BASF is part of a very tough marketplace with strong and capable competitors, Van Genderen emphasizes. The excitement enthusiasm maintained BASF and Am Cy personnel was critical to the combined firm's being able to maintain a sure foothold in that marketplace.

"Some in the industry thought a smooth transition would take much longer, but we proved them wrong," Van Genderen says. "We're very proud that the two organizations pulled together on short notice and within a tight time frame. The acquisition could have taken much longer and created disruption in current business operations. Instead, it came together on time as scheduled. Within three months, operations and people were combined to form a team committed to serving customer needs and developing innovative, market-focused products for the future, confirming that BASF is committed to agriculture."

If you still need advice on how to eat an elephant, you might check www.foodtv.com. No guarantees that you'll find the information you're looking for, but it's worth a try, anyway. For more information about BASF, log on to www.basf.com and www.agproducts.basf.com.

Freelance journalist Linda L. Leake follows corporate mergers from her home base in Wilmington, N.C.