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Project Manager for the Merger of Two Financial Institutions With a Consolidated Asset Base of Ugx 30 Billion.

Summary

Client: USESA SACCO and FSN Uganda Cooperative Society Ltd.

Focus: Provision of project management and consultancy services

Context: The merger was between two US Mission Staff Financial Institutions with a combined membership of over 800

Executor: Asigma Advisory

Objectives

  1. To carry out equity valuations of the two entities pre-merger, and then determine equity distribution in the merged entity.
  2. To critically analyze the current business set-up for each entity and identify the linkage between their business vision, mission and approach, and create a shared purpose and vision for the new entity.
  3. To develop a post-merger corporate strategy and business plan with contingent financial projections, assumptions that examine multiple scenarios that would yield post-merger business success in a highly interactive and competitive environment.
  4. To develop optimal business processes and contingent policies that support the merged entity’s business plan.
  5. To suggest change management approaches, communication and implementation strategies to manage the merger process.
  6. To develop feasible legal, governance and human resource management structures for the merged entity.

Approach

  1. Legal Due Diligence: Before we could commence other merger related work, we conducted a thorough legal due diligence on both entities. The purpose of the legal due diligence was to find out if both entities were compliant to the regulatory environment that govern SACCOs and institutions registered in Uganda. The scope of the legal due diligence included litigation, employment issues, legal status, contracts, assets and liabilities, and tax compliance.
  2. Harmonization of Goals, Mission and Goals: We examined the current goals, mission and goals of both entities, met with the merger steering committee, conducted a survey amongst the SACCO member and formulated unified goals, mission and vision for the merged entity.
  3. Policies Review and Formulation of New Policies: The starting point of understanding the entities better was through a policy review. The policy reviews and industry best practice were used to formulate new policies for the new entity. 
  4. Business Processes Mapping: In order to understand the process flows within each of the SACCOs, we interviewed current staff, shadowed ongoing processes and mapped out as is business processes. These were reviewed with the merger Steering Committee. 
  5. Systems Review: The IT Review determined the IT infrastructure that supports operations in each of the SACCOs, identified the benefits, gaps and challenges of each of the systems and formulated a base structure for operationalizing of the IT system for the merged entity.
  6. Business Valuation: In determining, the post-merger equity positions, we adapted the relative valuation approach to the Cooperative setting, adjusting earnings through a “Cooperative Normalization” technique aimed at capturing the varying member benefits.
  7. Institutional Assessment: We shared with the membership an institutional assessment report that consisted of the due diligence done on the Saccos, reviews and audits, and financial performance.
  8. Legal and Governance Structuring: One of the core challenges faced by the old entities was lack of clear separation between the Board and Management i.e. the Board was management. This was detrimental to operations because Board members had full time jobs. There was thus need to develop feasible legal and governance structures that would enable the organisation achieve its mission. We carried out a global review of SACCOs and Cooperatives governance and benchmarked on best practices.  
  9. Short and Long Term Business Strategy Formulation: Developed a 4P-Paradox-sensitive business plan and corporate strategy that is lynchpined on a grounded investment strategy that not only delivers business value but also caters to members’ welfare.
  10. Financial Analysis and Planning: Carried out financial projections to determine whether the new entity would be financially sustainable. For example, it was important to determine liquidity implications of growth in the loan portfolio given new loan products, analyze Key Performance Indicators (KPIs) to make sure they were at, or better than levels recommended by the regulatory framework.
  11. Manpower Planning: The manpower planning process was intended to ensure a seamless transition from two similar but separate entities to a new merged entity. The plan was formulated in conjunction with the Human Resources Management policy for the merged entity that had been formulated by the Asigma legal team.

Outcomes

  1. The two entities managed to successful merge into SteadFin Uganda and hold the first Annual General Meeting (AGM) upon members approval of the equity distribution derived from a multi-value-driver linear regression valuation framework. 
  2. Overall, we formulated the following policies: Credit and Lending, Finance, Investment, Dividend, Risk Management, Corporate Social Responsibility, and Social Media.
  3.  Mapped 19 as in business processes for each of the two entities and 21 business process maps for the merged entity.
  4. Formulated a one year corporate strategy, five year business plan, and a three statement projected financial statements. 
  5. Put in place legal and governance structures: Board Structure, management structure, to develop contingent By–Laws, Staff Manual, and Code of Corporate Governance for the Board. Coming up with these structures was particularly important because SACCOs are entering a new era characterized by a new stringent regulatory framework.
  6. We formulated and thereafter mapped to be business processes for the merged entity. The newly formulated processes were clearly aligned to the policies for the merged entity. The processes will be used both as guidelines for how procedures should flow and for training purposes.