Mastering IT during M&As

Managing IT during the M&A deal cycle – from shaping the acquisition or divesture approach, through due diligence, closure preparation, and integration or separation execution – presents significant complexity and a range of challenges. A common source of these challenges is the failure to recognise and address IT as a critical area of operational risk. If not managed early and effectively, IT issues can hinder deal execution and delay the realisation of deal value.

At Implement, we always advise business and M&A leaders to involve IT experts as early as possible – preferably in the pre-deal phase. Early engagement enables a robust validation of integration or separation assumptions, helping to identify technical complexities that might otherwise lead to unexpected costs, delays, or risks to deal value. Successful M&As rely not only on strategic and financial alignment but also on effective management of technology. However, IT-related risks and challenges are often overlooked during the deal cycle, leading to increased costs, delays, and missed value opportunities.

Six (often) overlooked pitfalls

Drawing on our experience, we have identified six common IT pitfalls – each posing significant risks that can jeopardise M&A success. Fortunately, with the right mix of proactive planning and execution, all of them can be avoided.

Pitfall 1

Leaving IT out of pre-deal planning

It is a hard truth, but most M&A failures begin before the ink is dry. In fact, 70% of process and systems integrations fall apart right at the start. Why? Because IT is not in the room when early decisions are made.

M&A planning is often confined to a small, deal-focused team operating under strict NDAs – without proper IT involvement. As a result, critical factors such as integration complexity, technical debt, hidden costs, and required IT resources are overlooked or underestimated. This can distort the deal rationale, inflate synergies, and ultimately lead to targets that are impossible to reach. Additionally, the cost of integration may come as a surprise if IT is not included in the pre-deal planning phase and a realistic estimate of the IT separation or integration cost is made.

Recommended mitigation: Bring IT to the table - early and frequent 

IT and digital experts should be part of the conversation from day one. Their insights help shape a realistic integration or separation strategy that reflects the actual technical landscape – not just the commercial ambition. This early involvement reduces risk and ensures that deal assumptions are grounded in operational reality, setting the stage for a more accurate valuation and smoother post-deal execution. Integration or separation hypotheses should ideally be formulated before the IT Due Diligence phase, so the IT DD team can validate or revoke them during the process.

Likewise, data on the Target’s existing IT setup – needed by the Buyer to design the To-Be IT setup and migration roadmap – should be requested and validated during the IT DD process. This provides the Buyer with the necessary input to build a robust Day 1 plan and Day 100 plan for the period between Signing and Closing.

Pitfall 2

Underestimating Buyer IT readiness for M&A

IT is at the heart of more than half of all integration activities in a merger. Yet time and again, companies dive into deals without ensuring their own IT organisation is equipped to handle what is coming. The result? Delays, disruption, and a derailed acquisition strategy.

For Buyer’s IT, M&As place significant demands on their ability to support and realise integration objectives. If the IT organisation lacks the structure, capacity, or experience to execute, integration will stall – dragging down not just IT, but potentially the entire deal rationale. When that happens, internal collaboration can falter, and employees may lose faith. Then, the customers start to notice. As a result, the synergy targets that justified the deal in the first place begin to slip out of reach.

In a recent case, the Buyer substantially missed their planned target integration milestone for a major acquisition. One key reason behind the delay was simple but had tremendous consequences for the PMI phase: the governance structure on Buyer’s side – such as who is the Process Owner of key business processes and the Business Owner of key IT applications – was not clearly defined at the time of signing. Consequently, the governance was not operational at Closing, so it was unclear who from Buyer-side should engage with whom from the Target-side, and in which forum decisions about the future state should be made. This delayed integration workstreams, as the governance structure and decision bodies still needed to be established.

Recommended mitigation: Prepare IT before the deal hits the table

Successful integration requires a capable, prepared IT organisation. This means having a clear blueprint (covering the before, during, and after), well-defined responsibilities, and the bandwidth to manage a large-scale programme without sacrificing day-to-day operations. Ideally, IT already has a tested M&A playbook ready to deploy.

Five foundational capabilities form the backbone of readiness:

1. Strategic IT planning & governance – a clear IT blueprint with aligned decision-making responsibilities
2. IT M&A readiness & playbook – a predefined integration playbook to guide execution
3. Project execution & delivery – strong programme delivery supported by a solid PMO and backfill strategies
4. Operational stability & scalability – an IT operating model that can scale smoothly without disruption
5. Technology & architecture integration – structured approaches to systems, data, and cybersecurity

Without these in place, even the most promising deal can start to unravel once execution begins.

Pitfall 3

Insufficient planning during IT closure preparation can lead to operational disruptions and project delays 

Although signing may seem like a major milestone, the data shows that the most complex challenges often lie ahead: 70% of post-merger value erosion happens during the final integration phase. The reason? Poor planning and unforced IT errors that should have been caught earlier.

This is where many deals lose momentum. As Buyer and Seller transition toward closure, unclear responsibilities, mismatched expectations, and a lack of structured collaboration can stall progress. Without early alignment on blueprints, deliverables, and governance, the risk of operational disruptions rises – and every delay ripples across the organisation.

Recommended mitigation: Lock in your PMI governance structure before closing the deal 

The final integration phase must be treated as a project in its own right – with the right structures in place well before Day 1. Establishing joint governance early provides clarity and direction, ensuring both organisations are mobilised, aligned, and ready to execute from the start. To ensure a smooth transition:

1. Set up governance early – create a clear integration structure to guide collaboration and decision-making
2. Engage and mobilise the organisation – communicate change proactively to manage expectations and avoid resistance
3. Clarify Day 1 ambitions and responsibilities – define what success looks like and who is accountable for each part
4. Develop a joint integration plan – outline the approach, timeline, resource needs, and key milestones for unifying the IT landscape

When these elements are in place, the final integration phase transforms from a common stumbling block into a strategic advantage – setting the tone for synergy, stability, and sustained value creation. Clear governance will also be beneficial when disagreements arise – which they inevitably will.

Pitfall 4

Increased cyber risk exposure during M&A

M&A deals open a window of opportunity – not just for business growth, but also for cyber attackers. More than half of organisations (53%) have encountered a critical cybersecurity issue during a transaction, which threatened to derail the deal.

It is easy to see why. M&As require sharing sensitive data, integrating systems, and navigating rapid organisational change – all of which create ideal conditions for cyber threats to slip through the cracks. Attackers know that attention is divided, and controls may be weakened as a result, giving them an opportunity to exploit the chaos – often going undetected until it is too late.

Without a structured approach to cyber risk during the deal process, companies expose themselves to data breaches, IP theft, reputational damage, and regulatory fallout.

Recommended mitigation: Integrate cybersecurity into the deal process to safeguard critical assets

Cybersecurity must be embedded in the M&A process from the start. This includes conducting early IT red flag assessments and thorough cyber due diligence to identify vulnerabilities before they become threats.

Key actions include:

• Embedding cyber risk assessments in the deal process to spot issues early
• Controlling and monitoring system access to prevent unauthorised activity during integration
• Establishing joint governance and response protocols to align both parties on security measures
• Enforcing strong security policies throughout the transaction lifecycle

By treating cybersecurity as a critical deal enabler instead of a mere technical concern organisations can protect sensitive assets, reduce disruption, and build trust from day one.

Pitfall 5

Poor TSA planning puts both timeline and operations at risk 

Transition Service Agreements (TSAs) often sound like back-office paperwork – but mishandling them can bring even the best-planned deals to a grinding halt. In fact, over 50% of businesses report delayed deal closings because the Seller refused to offer reasonable – or any – TSAs.

Without clear, agreed-upon TSAs and reverse TSAs, companies face a rocky transition filled with operational blind spots. From broken supply chains to stranded teams without system access, these disruptions can derail business continuity, drive up costs, and erode internal trust just when stability is most needed.

These are not just logistical headaches – they can erode deal value and delay synergies long after the ink has dried.

Recommended mitigation: Put real governance behind your TSA strategy 

TSAs should be treated as a strategic enabler – not a necessary evil. By defining what services will temporarily stay with the Seller (or shift to the Buyer), TSAs help shape a manageable, phased transition.

To get them right, it is crucial to:

• Plan and agree on TSAs early in the deal process, with realistic timelines and scope
• Establish TSA governance teams to track service delivery, manage exceptions, and ensure SLAs are met
• Use TSAs to define the separation perimeter, allowing clarity on what transitions now – and what waits
• Keep exit flexibility by building in the right to terminate TSA services early, with appropriate notice

Well-governed TSAs help the business move forward without friction. Ignore them, and the transition can become a costly mess.

Pitfall 6

IT integration without impact is value lost

IT is often a major driver of post-deal cost and operational complexity – yet many integration teams reduce its criticality. The consequence? Poor IT integration is a leading cause of cost overruns and operational disruptions, putting up to 60% of IT-dependent value creation at risk.

When synergy targets are not clearly defined or linked to business goals, IT becomes a cost centre instead of a value driver. Add cultural friction, operational inefficiencies, or shifting strategic priorities, and the integration loses focus – along with the benefits the deal was meant to deliver.

Missed IT synergies do not just affect the CIO’s scorecard – they impact the entire acquisition rationale.

Recommended mitigation: Let value - not just technology - drive integration 

Realising synergies through IT requires more than smooth system integration. It demands a clear line of sight from business goals to execution. To do this:

• Start with strategic alignment to ensure the integration plan reflects the broader IT and digital ambitions of the business.
• Define concrete synergy goals early – whether cost savings, innovation enablement, or market reach – and embed them in the integration plan
• Use an impact case to track value delivery, with clear KPIs and ownership to maintain focus throughout execution.
• Factor in technical debt and stranded costs early in negotiations – both Buyer and Seller have a role in surfacing and addressing these hidden drains on value.
• Do not overlook the importance of culture – merged teams need clear communication, shared ways of working, and a strong change management plan to succeed together.

When IT integration is built around measurable impact, synergies become achievable, not aspirational.

Avoiding pitfalls from here on

Each of these six pitfalls has the potential to derail deal value – but they are also avoidable with the right support. At Implement, we help organisations steer clear of costly mistakes by combining deep IT expertise with hands-on M&A experience. From pre-deal planning to post-close execution, we work alongside your team to build the strategic clarity, operational readiness, and governance needed for successful IT integrations. Whether you are acquiring, divesting, or preparing for transformation, we will help you turn complexity into clarity – and deliver the full value of your deal.