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Joint IMO M&A Kickoff
Understand how we will work together:
- Review rules of engagement to ensure pre-close compliance with HSR guidelines
- Review our integration process, structure, roles, and responsibilities
- Build a solid foundation for ongoing teaming and collaboration
Begin collaborating to evolve work in progress:
- Review Day 1 messaging and key elements of the communication plan
- Discuss and prioritize Day 1 and First 30-day initiatives and priorities
- Align on workstream objectives outlined in the team charter drafts
Begin integration workplan development:
- Review next steps and timing for collaboration and workplan development
Roles & Responsibilities
Integration Management Office (IMO)
- Architect and manage the master integration timeline, activities, and deliverables.
- Assist with development of integration plans for each workstream team.
- Provide tools and templates to manage the work.
- Establish reporting framework for effective management.
- Address cross-team dependencies and opportunities.
- Identify and escalate issues and risks.
- Support stakeholder communication planning.
Executive Steering Committee (ESC)
- Provide strategic direction and integration priorities.
- Resolve major escalated issues.
- Ensure appropriate resources are provided.
- Confirm planning assumptions and expedite decisions.
- Provide guidance on master integration timeline.
- Drive stakeholder communication planning and key messages.
- Prioritize value-capture and synergy initiatives.
Team Leads
- Lead all integration planning and execution for their functional area.
- Manage all assigned initiatives.
- Keep integration plans updated.
- Develop, track, and manage workplan progress and issues.
- Partner with Acquiree counterpart to manage workflow.
- Establish required sub-teams.
- Work with other leads to determine interdependencies.
High-Level Integration Timeline
-
Dec/Jan/Feb: IMO Kick Off
Teams begin working together on Integration Workplans and Communication Plan Deliverables.
-
Key Pre-Close Activities
- Team Charters: Define objectives, initiatives, and Day 1 mandatories.
- Data Harvesting: Fulfillment and sharing of approved data to inform workplan development.
- Day 1 & Welcome Week Deliverables: Prepare messaging and communication plans.
-
Close
Official closing of the transaction. Day 1 plans are executed.
Data Harvesting
Data Harvesting is the process of requesting and sharing data necessary to inform work plan development. All requests must adhere to a defined process established by legal—no exceptions.
- Legal teams determine if data is Non-Sensitive (okay to review) or Sensitive (cannot be shared until close).
- Data will be managed in a secure Virtual Data Room (VDR) with controlled access.
- Folders for holding sensitive data are designated "Clean Team" and "Legal Only".
Communication Plan Focus
Our communication plan is designed to answer three key questions for all stakeholders.
“What’s happening? How am I affected?”
“What does this company stand for? Do I want to work here?”
“Who’s who? How do I get things done?”
Day 1 & Welcome Week Vision
Day 1
Objectives:
- Close the Deal
- Make a Good First Impression
- Communicate with Key Stakeholders
- Begin to Align the Organization
- Corporate: Ensure consistent messages and coordinated outreach.
- Cultural/Engagement: Positive, informative, and engaging introduction.
- Functional: Provide employees with information needed to function.
Welcome Week
Objectives:
- Make a Good First Impression
- Maximize Touch Points
- Begin to Align the Organization
- Welcome Teams: Leader and HR presence.
- Authentic Interaction: Minimal "pomp", connect formally and informally.
- Simple & Locally Owned: Empower local teams to lead.
Day 1 Deliverables
Playbooks
Comprehensive guides for key stakeholder groups to ensure a smooth transition.
| Playbook | Audience |
|---|---|
| Employee Playbook | All Employees |
| Facility Playbook | Facility Managers |
| Customer Playbook | Sales and Marketing |
| Supplier Playbook | Supplier-Facing Teams |
| Welcome Week Playbook | Welcome Week Teams |
Collateral
Key communication materials to be distributed on Day 1.
| Collateral | Audience |
|---|---|
| Resource Guide | All Acquiree Employees |
| Day 1 Video Message | All Acquiree Employees |
| Day 1 Newsletter | All Acquiree Employees |
| Leader "Stump Speech" | Acquiree Employees |
| Signage Templates | Facilities |
Day 1 and First 30 Days Initiatives
Day 1 Mandatory
Initiatives that must be completed by close so they are ready to execute on Day 1.
- Communications & Employee onboarding
- Payroll & Retention offers
- Financial change of control and LOA/DOA requirements
- New mandatory policies
- IT connectivity, collaboration, and access
- Compliance requirements (e.g., safety)
First 30 Days
Priority initiatives that commence on Day 1 or very soon thereafter and should be completed within 30 days of close.
- Assessment requirements (systems, people, processes)
- Organizational alignment and staffing roll-out
- Synergy initiatives
- High-priority policy and process alignment
- Benefits enrollment
- Ongoing communications and updates
Key Objectives by Function
Outlining the primary goals for each business unit and corporate function during the integration process.
Business Unit 1 Objectives
- Define Organization Structure: Combine into one division and consolidate back offices.
- Develop Go-To-Market Strategy: Assess and determine channel strategy.
- Develop Sales and Marketing Strategies: Launch cross-selling initiatives and consolidate marketing teams.
- Implement Operational Efficiencies: Standardize safety, housekeeping, and manufacturing practices.
- Consolidate Support Service Functions: Integrate customer service, supply chain, and e-business.
Business Unit 2 Objectives
- Define Organization Structure: Combine leadership into one division.
- Develop Go-To-Market Strategy: Develop a consolidated product and brand strategy while preserving brand identity.
- Develop Sales and Marketing Strategies: Consolidate sales force and define commission programs.
- Implement Operational Efficiencies: Perform manufacturing and network assessment and develop an implementation roadmap.
- Consolidate Support Service Functions: Integrate customer service and supply chain into the most cost-effective model.
Business Unit 3 Objectives
- Define Organization Structure: Combine back offices and support teams with IT system integration.
- Develop Go-To-Market Strategy: Determine channel strategy and conduct a full brand and product portfolio analysis.
- Develop Sales and Marketing Strategies: Develop a comprehensive cross-selling plan and implement a unified brand strategy.
- Implement Operational Efficiencies: Assess and standardize safety practices and focus on kaizen and lean principles.
- Consolidate Support Service Functions: Integrate customer service, supply chain, and technical compliance programs.
Business Unit 4 Objectives
- Define Organization Structure: Combine team into one materials business and define customer relationship management process.
- Assess Contracts and Utilities’ Relationships: Harmonize contract assessment process to identify opportunities and risks.
- Develop Go-to-Market Strategy: Develop strategic growth plan for products and services.
- Implement Operational and Logistics Efficiencies: Complete logistics asset assessment and linear optimization analysis.
- Consolidate Support Services and Locations: Develop back-office consolidation plan and consolidate R&D locations.
Business Unit 5 Objectives
- Define Organization Structure: Develop integrated technical resource strategy and determine retention targets.
- Implement Operational Efficiencies: Review procurement spending, complete mobile equipment optimization, and perform Lean assessments.
- Develop Sales and Marketing Strategies: Optimize based on skills, productivity, cross-selling, and efficiency.
- Assess JV Opportunities: Develop resale growth strategy and a JV business development plan.
Business Units 6 & 7 Objectives
- Define Organization Structure: Assess talent, determine retention strategy, and define the final organization structure.
- Assess Divestment Opportunities: Evaluate if all or parts of the business are divestment candidates.
- Develop Sales & Marketing Strategies: Examine resale and cross-selling opportunities.
- Implement Operational Efficiencies: Standardize safety practices and conduct operational assessments.
- Consolidate Support Service Functions: Where appropriate, consolidate Legal, HR, and IT.
IT Objectives
- Define Organizational Structure: Evaluate talent, communicate a revised structure, and define resource needs.
- Strategy: Complete a full infrastructure review and develop short, mid, and long-term strategies, including ERP moves.
- Prepare For Seamless Day 1: Ensure network stability, define Help Desk strategy, and go live with a combined employee directory.
- Cybersecurity: Assess current cybersecurity status and define a plan to reach a unified maturity level.
HR Objectives
- Develop Department and Function Design: Create a completed organization chart.
- Establish US Centric System: Align compensation, benefits, performance reviews, and career development.
- Assess and Determine Compensation & Benefits: Align salary, 401K, insurance, and other benefits.
- Develop Retention Program: Identify and retain key talent.
- Establish Policies and Procedures: Create a unified employee handbook and code of conduct.
Safety Objectives
- Establish Safety Metrics and Align: Review reporting standards and establish best practices.
- Business Application Reporting and Alignment: Review systems used to capture and report safety metrics.
- SOPs and Alignment: Conduct PPE review and ensure contractor compliance.
- Establish Training Practices: Review and standardize training materials, frequency, and level.
- Perform Safety Assessment / Audit: Conduct site assessments and evaluate the safety culture.
Legal Objectives
- Organizational Structure: Determine team composition for the new combined company (NewCo).
- Evaluate Litigation & Obligations: Continue evaluation of ongoing litigation and contractual obligations.
- Implement Code of Conduct and Policies: Determine the Code of Conduct and policies for NewCo.
- Establish Legal Training Process: Develop a training plan and schedule.
- Review Marketing Materials/Websites: Ensure all external-facing materials are compliant.
Environmental Objectives
- Define Organizational Structure: Evaluate and determine environmental organizational structure.
- Name Change on Environmental Permits: Prepare and submit permit name change requests where applicable.
- Implementation of EMS (Environment Management System): Create a training and communication plan and roll out the system.
- Continued Due Diligence: Determine which locations should receive additional due diligence.
- Compliance Evaluation: Define a compliance review schedule and prioritize corrective actions.
Workplans & Protocols
Integration Workplan Overview
Each team will have a master workplan for all integration initiatives, managed via a secure online tool (Smartsheet) to ensure version control and centralized access. We will schedule briefing meetings to review the tool and pre-populate workplans with charters and Day 1 mandatories.
Protocols & Focus Areas
- Collaboration: "Blanket" meeting requests are approved for initial and follow-up workplan meetings for each team.
- Data Access: Data requests may now be accessed to inform workplan development.
- Workplan Focus: Flag initiatives as Day 1 or First 30 Days, note IT impacts, and identify cross-functional dependencies, issues, and risks.
- IMO Meetings: We will focus on overall workplan progress, known issues/risks, and dependencies.
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