M&A Communication Plans: Presentations
Objectives of Communication Plan
Plant-Level Communications Site HR Responsibility
Organization Structure Announcement
Preparing to Communicate
Communications: Lessons Learned
- Level-set on M&A integration communication best practices
- Understand M&A integration communication approaches and progress-to-date
- Define Charter and Operating Model for Communications Team
- Define a set of integration communication Guiding Principles …
- Keys to Integration Success - Strategic Imperatives
- Integration Communications - Strategic Implementation
- Integration Communications - Approval Workflow
- Communication Objectives
- Communications Task Force
- Message and Materials Development
- Pre-Day One Communications
- Integration Toolkit
- Internal Branding Strategy
- Day One - Strategy and Tactical Overview
- Day One - External Stakeholder Outreach
- Announcement Schedule - Day One and Beyond
- Day One Internal Tactical Elements
- Integration Expectations Survey
- First 100 Days - Strategy
- Day 100 Celebration and Evaluation of Success
- Culture Building and Re-Branding
- Communications Timeline
Communication Restrictions - EMEA
Distribution Process - EMEA & AP
Distribution Process - AP
Communication / Translation Process
HR Recommendations - Organization Structure
HR Recommendations - Processes
- Objectives of Communication Plan
- Communication Components
- Strategic Conversations
- Communication Action Items
- April Communication Calendar
- May Communication Calendar
- A Plan for Managing External Communications / Press Releases Related to the Merger
- A Plan for Managing Internal Communications / Events Related to the Merger
- Communications to Ensure an Issue Free Day 1
- Communications for Managing the Successful Onboarding Orientation and Cultural Assimilation of Employees from Acquired Company
Chartering the Integration Communication Team
Purpose—To ensure we are all in agreement about the objectives of the team, we will document what we will deliver, how we will measure success, how we will communicate with other project teams, what our resource needs are, and possible barriers or constraints.
M&A Communications Prior to Day 1
Communication Plan includes over 250 tasks by Week from Announcement to Close for:
Customers & Partners
TO: All Employees
SUBJECT: Merger of ABA with OCN
Today we announced that OCN Inc. has agreed to merge with ABA. Upon closure, OCN will become part of the ABAs worldwide organization. Our combined operations will have revenue of nearly $1.2 billion and employ approximately 7,000 people around the world.
We believe that the combination of OCN and ABA is a solid platform from which to grow rapidly ...
Critical communication meetings with employees occur:
1. Announcement Day
2. Close Day
3. After Close–Benefits Briefing
These meetings are prime opportunities to inform people, engage them in the transition process, and answer any questions they may have. Therefore, these sessions should be planned carefully.
When it comes to sharing information with employees, it’s a “pay now or pay later” proposition. Time invested up front in communications is time wisely spent. Without adequate information, people will cook up all sorts of wild rumors that create unnecessary stress.
It’s important to remember that mergers and acquisitions are not democratic processes …
- FTC gives indication that clearance is likely
- Confirm all final communication documents are uploaded to SmartSheet
- FTC Clears transaction to close
- Press release related to HSR completion
- Issue Corporate Acquired Co Investors Press Release ...
M&A Communciations Day 1
- Communications Plan
- Pre-Close Communications Meeting
- Pre-Close Communications Meeting Agenda
- Key Events
- Day1 Town Hall Webcast
- Week 1 Onwards - Group Function Engagement
- Senior Leadership Meeting
- Key Messages
- All Employees
- Manufacturing – Plant Employees
- Homepage Template
- Day 1 Implementation
- What Must Happen on Day 1
- Three Phases of Integrations
- Managing Expectations
- HR: Day 1
- Headquarters Day 1 Event Schedule
- They Won at HQ Will Be Telecast Worldwide
- They Won Employee Welcome Package
- Guidance for Field Force and Shift Workers
- IT Accessibility for Acquiree On Day 1
- Meeting Objectives
- Drive Run Rolls Detailed Process for Scenario Dry Runs
- Exit Criteria
- 2nd Day Feedback Session
- Process Flow - The Path of The Scenario
- Variables Description
- Framework - Defining the Scenarios
- Additional Scenarios to Test
- Scenario Number 1 - XM Satellite Radio
- Scenario Number 2 - Citigroup , Inc.
- Scenario Number 3 - Royal Bank of Canada
- Documentation Requirements
- Gap Identification and Remediation Template
- Outlier Template
- New / Modified Plans
- Parking Lot Template
Day 1 M&A Communication Plan
Covers 150 communication tasks in areas such as Message Development, Logistics, Branding, Signage, Intranet/ IT Updates, Key Messages and Internal FAQ, Day One Announcement, Video Production, Intranet/ IT Updates, Employee Town Halls, Give-aways, Management Tour to Sites, Press Materials, Media Outreach, Website Updates, Stakeholder Outreach, Public Affairs Outreach, and Issues Plan.
Day 1 Welcome Packets
Message from CEO | Safety Overview | Basic FAQs | New Company Infographic | Company Vision | Email structure | FAQ process | Acquirer Swag | Pay & Benefits reminder | Checklist | What to expect soon | IT Access …
Checklist of 270 tasks.
|Status||Preparation Completed by Day 1|
|On Track||Playbooks: SC Review|
|On Track||Corporate communications / IR review|
|On Track||Supplier-facing Webcast|
|On Track||Employee-facing webcast with HR professionals|
|On Track||Day 1 Timeline Completed|
|On Track||Meet with Heads and Leads to incorporate "alignment" tactics for Day 1|
Workstreams include: Finance, Communications, Human Resources, Safety, Information Technology, R&D, and Procurement
Day 1 Finance:
- Coordinate with IT and business units regarding closing of periods and end of period processing
- Ensure Acquired Co. Letters of Credit remain in place under new banking arrangements
- Communicate Acquirer limits of authority to Acquired Co.
- Execute funds transfer at close
- Provide Acquired Co. exposure and claim data to Acquirer brokers to confirm existing carriers will cover acquisition on Day 1
- Confirm no change in control issues and existing carrier will continue coverage and list Acquirer as named insured on all policies as back up ...
Day 1 Deliverables
Day 1 Preparation
Detailed employee census, access to Acquired Co. leadership
Seamless day 1
Access to Acquired Co. systems and analysis of how they do things, review change in control
Change in control
All change in control issues and potential challenges resolved (Banking, Insurance, etc)
Review staffing, Acquired Co. & Acquirer practices around tax (payroll, S&U, income, property)
SOP for finance
Limits of authority, accounting methodology/framework, month-end procedures & etc.
Day Before Close
Day 1 Upon Completion of Close
Sample Day 1 Run of Show
Day 1 + Welcome Week Strawman
Day Before Close
Resolution of DOJ Review Announced, Receive Confirmation of Close Date, Ship items to facilities, Finalize call/webcast logistics, Prep session for Welcome Teams (Cover Welcome Playbook), Prep for Facility Managers/HR Managers Prep for Company A managers, Prep for Company B managers …
Day 1 Checklist in Excel of 131 tasks for:
- Financial System Integration
- Human Resources
- It Infrastructure
- Purchasing /Supply Chain Management
- Sales and Business Development
- Project Operations
- Real Estate
SUBJECT: Merger Announcement
Acquirer, Inc. announces that the merger with Acquiree, Inc. is now complete. Today marks the beginning of a new era for our united companies.
News of this merger is very positive for our customers, our employees, and our communities. The combination of our companies brings ...
Deliverable and Spokespeople
- Employee Playbook - Managers (Acquirer & Acquired Co.)
- Customer Playbook - Sales & Marketing Organizations (Acquirer & Acq. Co.)
- Supplier Playbook - Supplier-Facing Teams (Acquirer & Acq. Co.)
- Welcome Week Playbook - Welcome Week Teams …
Day 1 M&A Communications Objectives
– Mark the completion of the transaction as an opportunity to honor the past and recognize the contributions of the employees of both organizations
– Promote the strengths and benefits of the new company, its brand and growth strategy to promote employee attachment to NewCo …
Day 1 Event
What will the celebration consist of? | How many attending? | Dialing in? | Who will make presentations? | Information welcome packets? | Who will create? | Audio/visual equipment required? | Signage changed? | Who will remove/install? | What will employees receive on Day 1? (Badges, IDs, Business Cards, Phone Cards, Credit Cards, Building/Parking Access Cards, etc.) …
- Steering Committee Call to Review Communication Plan
- Acquirer Press Release Distribution
- Acquired Co. Press Release Distribution
- Send BU Meeting Invites
- BU Employee Calls
- BU Customer Calls
- BU Customer Email
- Supplier Calls …
Once we receive confirmation of the close date, a member of each team should reach out to facility managers/site contacts at each of the locations you’re planning to visit to discuss the day and time of each site event and your travel logistics.
Email all facility managers a copy of the Facility Managers Guide and your Welcome Week Schedule. Both are available on the Communication Document library in Smartsheet.
It may also be helpful for you to discuss any key issues or concerns the workforce has, as you prepare for meeting with employees during your visit. Some questions to consider:
- Are there unique things about the facility, workforce, contract, etc. that may come up during Q&A sessions?
- Has the facility undergone recent expansion, reductions in force, changes in structure or management?
- What has morale been like since the deal was announced?
The Master Welcome Week Location List in Smartsheet has your facility contacts and contact information ...
M&A Communication Playbooks
Sixteen page document that includes answers to seventy-five employee FAQs, plus communication guidelines, and important talking points and messages.
|Key Messages for Employee||4|
|Employee Talking Points||5|
|Impact on Operations||11|
|Compensation, Benefits, and Incentives||13|
|Sales Professionals FAQ||15|
|Question Specific to New Employees||16|
What is the purpose of this Playbook?
The 10-page playbook was developed to help customer-facing employees share accurate, timely, and consistent information with their customers about Acquirer’s acquisition of Acquired Co.
What are materials in this playbook?
The following documents are for internal use only. Do not distribute these materials to anyone outside the company:
- Customer Key Messages
- Customer Talking Points
- FAQs: Customer Facing Employees
- FAQs: Customers and Distributors
These documents may be tailored and shared with customers, as approved by your respective business sales & marketing organizations:
- Customer Letter
- Customer Letter Attachment
Covers all the tasks acquirers should follow to ensure all constituencies, including customers, employees, and investor relations, are well informed. An owner, due date, and priority are assigned to each task.
- Develop special communications/plan for key customers/contracts, prepare talking points
- Develop a plan to manage employee expectations / reactions
- Identify ways to promote the Acquired Co's image within the acquirer
- Identify areas subject to name or identity change, plan process of change over and begin ordering new stationary, supplies, signs, banners, business cards, company forms, etc.
- Update communications guidelines as necessary
- Develop and conduct communication training for the Implementation Team to ensure consistent messages
- Identify list of personnel authorized to make public statements
- Work with Human Resources and Communications counterpart to develop key HR strategies for the communications group ...
Five-page playbook covers media plan, talking points, letter to state and local officials, and posts for social and media websites.
Provide an image announcing the deal is complete, along with the following text:
Acquired Co. has recently become part of the Acquirer Group. For more information about Acquirer including its acquisition of Acquired Co., please visit Acquirer.com.
Twitter Post: Provide standard text that suppliers, customers, and brand sites can retweet or copy
It’s official! @acquirer has completed its acquisition of Acquired Co.. #gamechanger #acquirer #our industry [link to press release]
Six pages of communication guidance for supplier-facing teams that includes key messages, talking points, sample supplier letter, and supplier FAQs with answers.
- Our mission is to create a great place to work for our team members, great products and partnerships with our customers and suppliers across the markets we serve, and a great business that supports local economies.
- Nothing changes in the near term.
- We will act with purpose, focus and transparency to integrate our two companies working closely with our stakeholders every step of the way.
- Our relationship with our suppliers is critical to our future success. Our focus on delivering the best products and services to our customers and maintaining strong supplier partnerships ...
Easily customized Word document that includes answers to FAQs, sample letters to customers, and critical talking points and messages.
Customer Communication Guidelines (excerpt from page 3)
- Adhere to the information set forth in these documents and do not elaborate or expand upon the information provided.
- If a customer asks a question that is not included in these materials, it is likely something we cannot answer at this time. Capture the customer’s question and pass it to your manager.
- Maintain the very highest ethical standards and remain focused, as always, on serving the needs of our customers.
- Do not call out comparisons to other industry mergers or acquisitions.
- Do not speculate on the future state, leadership, outcome and people ...
Includes answers to FAQs, sample letters to suppliers, and important talking points and messages.
Answers to 13 Supplier Frequently Asked Questions
Will my point of contact at Company change?
There are no changes today; however, if there are changes as we work to integrate the two companies, we will inform you as quickly as possible. Our relationship with you remains a priority.
What is going to change?
For the time being, please continue to work with us as you have in the past. Company and Target will keep existing practices in place for the short-term. As we work to integrate the two companies, we expect to identify ways to consolidate and streamline our policies and practices. But until advised further please continue to do things the same as you do today. Prior to any change we will inform you of the changes ...
Seventeen-page playbook includes communication tips, talking points, letter, and answers to 45 FAQs. The document makes the job of sharing accurate, timely, consistent information with employees much easier.
Will offices or other facilities be closed?
For the time being there will be no changes and we will continue to go to market as we have in the past. We will begin immediately to get to know each other and develop plans to combine our businesses in the most effective way. As we make business decisions over time, we’ll work closely with our employees, customers and suppliers to ensure smooth transitions.
Will I lose my job ...
Merger Communications Best Practices
Communication Guidelines for Acquiree Interactions
- General Guidelines for Answering Questions
- General Guidelines for Addressing Difficult Audience Members
- Know Your Audience
- Visual Aids
1. Shaving the truth
Protect your credibility by "telling it like it is," no matter how painful "it" may be.
2. Failing to address the “me issues”
When employees become preoccupied about what might personally happen to them, they focus less on their work. Take care of their "me" issues in a hurry.
3. Not telling your troops there will be some course-corrections
An integration unfolds like a fast-moving, changing story. Help people understand the volatility of the situation.
4. Hoarding information and answers
If you withhold information from people, they may eventually figure it out and withhold information from you.
5. Dodging the tough issues ...
The next time you see or read about a top executive announcing a merger/acquisition, pay close attention. I’m betting the boss mismanages expectations by making at least one of these five common but wrong-headed remarks.
1. “We don’t anticipate making any changes.”
Why wouldn’t you? During a merger or acquisition, people are primed for change. They expect it. So you should use this window of opportunity to make needed changes. No company is perfect. Take advantage of the situation and seize the opportunity to make improvements. Besides, over the weeks and months to come, something is bound to change. It may have nothing at all to do with the merger per se, but that doesn’t matter—the merger will be the convenient whipping boy. With the merger in the forefront of people’s minds, that’s where they’ll lay the blame.
2. “This is a merger of equals.”
Actually, the term “merger of equals” is a technical term used in M&A to indicate, for example, that the deal qualifies for a specific tax treatment. But the phrase gets misinterpreted. Employees decode it to mean that both companies will be treated as equals so far as integration decisions are concerned. What’s worse, executives often misuse the term in attempting to assure people that neither company will dominate the other. Even if that’s the political intent of top management ...
If you’re announcing a merger, don’t forget that you’re dealing with adults. They prefer truth over dubious promises. They’re irked by an unrealistic positive slant. You’ll be talking into a headwind of skepticism, and a Pollyanna pitch is just going to stoke the fires of employee distrust.
Fight the urge to sugarcoat the story—tell it like it is. Instead of coming across like some breezy politician, you’ll position yourself as a real leader.
Here’s the 4-step sequence that works best:
1. Persuade your people with the logic behind the deal. (Sell the rationale for the merger, using compelling facts and personal conviction.) …
Acquisitions create an insatiable demand for communication and connection. Here are ten reasons why:
- More questions than answers. Acquisitions create a lot of unknowns. Energy focuses on “what’s going to happen to me.” People begin to ask questions you couldn’t answer even in stable times. And of course, everything that goes wrong gets blamed on the deal.
- Rumor mill cranks at E-speed. The rumor mill causes a lot of information warp. There are many unreliable messages floating around that need to be identified and cleared up. Electronic communication channels move messages faster and farther. Leaders can’t wait a week to respond.
- The truth is a moving target. The “truth” keeps changing and is often dead on arrival. Decisions are made, announced, and then promptly changed. People can’t keep up with what’s happening. Acquisitions are a fast-breaking story …
You’ve probably never heard of a guy named Robert Valentine Braddock. He’s a hit man who hangs out in Tennessee, and he has a killer reputation.
Now to be clear, Bobby Braddock’s fame is in the world of country music. His hits are songs, and they have made him a living legend on Music Row in Nashville.
Bobby is the only living songwriter who’s had at least one song reach the top of Billboard’s country chart in every decade for five decades running. He has written some thirteen #1 hits, and was inducted as the youngest living member of the Songwriters Hall of Fame in 1981.
Country artist Toby Keith recorded the biggest hit of his career with a Braddock song. It’s not about mergers. But the words to the chorus should be tattooed onto the brain of executives. Maybe then they’d remember the song when talking to their employees about being acquired and merged.
Key Findings: Misses
–Large (e.g., 500+ employee) town halls in Los Angeles, Chicago, and Phoenix
–Recorded phone messages from CEO
–Several days with excessive communications and mixed messages from multiple sources
An integration initially produces more problems than solutions.
This is the “it gets worse before it gets better” phenomenon. And it’s totally predictable.
As people have to break their familiar routines, performance weakens. It’s an awkward time, with more confusion, communication problems and job stress.
This is a completely normal turn of events. Just the same, it looks bad. If people aren’t mentally prepared for it, chances are they’ll conclude that the integration plan isn’t working. The grumbling gets louder, and the merger loses steam.
Resistance always spikes up when predictable integration problems take people by surprise ...
27 Merger Communication Best Practices including:
- Assuming managers are informed and onboard
- Thinking silence doesn’t say anything
- Dodging tough issues …
Business Unit Leaders should:
- Articulate a compelling business rationale for the deal
- Make key decisions quickly regarding organizational structure, staffing, product rationalization, core processes, resource allocation, and performance management
- Develop a structure and plan for implementing those changes
- Engineer “early wins” to create energy and build confidence in deal …
When directly compared or weighted against each other, losses loom larger than gains.
You can measure the extent of your aversion to losses by asking yourself a question: What is the smallest gain that I need to balance an equal chance to lose $100? For many people the answer is about $200, twice as much as the loss. The ‘loss aversion ratio’ has been estimated in several experiments and is usually in the range of 1.5 to 2.5.
To put this conversationally, people normally weigh losses about twice as heavily as gains. So that’s what you’re dealing with during merger integration. Folks are focused on the potential downside— how their careers might get damaged. Opportunities must be very bright and shiny, say twice as good as the risk of losing, for people to be upbeat and excited.
This helps explain why selling the merger to your workforce can be a pretty tough job.
Communication problems have always ranked #1 on the list of generic problems during integration. But they’ve hit a far higher threat level now because of today’s communication technology.
With email, Twitter, Facebook, and such, it’s like every employee runs a broadcasting station. The speed, reach, and sheer volume of information circulating from the people in your workforce eclipses what was possible just a few years ago.
This has serious implications for an M&A scenario.
We know that when change hits, the first scan is for danger. This is just human nature…the survival instinct at work. So when a deal is announced, people instantly scan for how it might be threatening to their careers. This creates a mindset colored by uncertainty, anger, and distrust. What employees see and hear is perceived through this negative filter, and their …
"Executives are in New Beginnings.They want to communicate the vision, the inspiration about how great the merger will be. Initially, employees are in very a different place. They have not had as much time to digest the news. They want information much more than inspiration. They tend to tune out the inspirational talk ..."
M&A Communication Tools
Suggested Core Message Content for Stakeholders
Employee Communications Survey
Communications Planning Matrix
Example: Communications Planning Matrix
Communication Effectiveness Criteria
Communication Event Evaluation Form
Acquisition Press Release Outline
Announcement Presentation Outline to Acquirer’s Employee
Announcement Presentation Outline to Acquired Company’s Employees
9-slide presentation covers checklists for assumptions, actions, process steps, and communication vehicles.
Matrices completed by five work streams on M&A integrations. Includes instructions.
Complete the 8 columns of the communication matrix with the following information:
What type of message is being conveyed?
· The type of announcement; the main subject of the message
Why is the message being conveyed?
· To announce the merger/acquisition
· To answer the “me” issues
· To communicate the financial impact of the merger/acquisition
· To provide reassurance and commitment to continued partnerships ...
- Build and present the Peer-to-Peer Matrix for Target Co. employees
- Build agenda/outline of events
- Draft speeches, rewrites and edits
- Define all stakeholders (Presenters, audience, support staff, etc. to execute ALL day tasks/functions from food, audio, laptops, hotel, etc.)
- Create invite to Day 1 (email, letters, webinars, voicemail etc.)
- Set date for invite(s) to go: First one immediately after Press Release and Investor Call, and a reminder early in the morning of Day 1. Include location address and specific times
- Website: make all adjustments and key information for Target employees available online. Include investor link and provide a FAQ's link for employees
- Invite all off-site employees into webinar/audio for Day 1 event
- Have appropriate HR personnel onsite for Day 1 to address questions/issues/concerns about new benefits…
Right now, there are going to be more questions than answers. Our commitment is to make decisions and come to conclusions on a comprehensive integration plan by [month, year]. Many of you will be asked to help with this planning task personally. And even if you are not involved with planning directly, you will be asked to help with the transition by focusing extra attention on serving our clients ...
The following includes the information to cover when announcing a merger or acquisition plus the guidelines to follow when writing the announcement.
M&A Announcement Template
Acquiring Company to Acquire Acquired Company (possibly mention price)
Other notable information
Paragraph 1: Announcement
Acquiring company announced today…
- Amount (cash, stock)
Paragraph 2: Investor Relations
- SEC implications
Paragraph 3: Why acquisition was initiated
- How this will add value to acquiring company
Paragraph 4: Information about Acquired Company
- What products/services/technology the company offers
- What market it serves
Paragraph 5: Quote from Acquiring Company CEO
Paragraph 6: Quote from Acquired Company CEO
Paragraph 7: Financial Implications
- How this deal will be advantageous to the market the acquiring company serves
Paragraph 8: Specifics of Acquisition
- How operations will be integrated
- How the acquired company's products will be integrated
- How will this affect customers
Paragraph 9: Background
- Acquired company’s background information (boiler plate)
- Acquiring company’s background information (boiler plate)
Guidelines for Writing Company Merger Announcement
When writing a merger announcement, make sure the content and the format of the message are clear. Keep the following guidelines in mind:
- Provide Substantial Information—The less work the reporter has to do in following up on your story, the more likely it will be published.
- Offer Real News—A press release is not the place to write an advertisement for your business. Real news is something that is unusual or noteworthy.
- Be Direct—A good press release should answer the who, what, why, when, where, and how questions as briefly as possible.
- Stay Objective—Do not offer opinions. Just state the facts.
- Avoid Buzz Words, Acronyms, and Jargon—Avoiding company or industry jargon and technical talk will help reporters understand your news more effectively.
- Type the release double spaced on regular size paper.
- Be brief—Try to keep it to one page.
- Emphasize the most important information first.
- Vary paragraph lengths.
- Allow wide margins for editors to write.
- Put the release date at the top of the page, as well as the company’s identification information.
- Check carefully for spelling, grammar, etc.
- Know the reporting deadlines. If a release arrives late, it will not be published
All current contracts remain in force and will be honored. No interruption in invoicing or bill paying process. All valid outstanding invoices will be paid timely.
No changes in existing organization, all current management positions are unchanged. Merger is good for the business and will stimulate growth, but there is work to do to integrate with new entity. Function/ department specific message as determined by responsible Executive Committee member. Key message point to be delivered to employees in groups and reinforced in
Merger will strengthen company and add to its capability to deliver top products ...
Spreadsheet that includes the following columns for each stakeholder group:
- Stakeholder concerns
- Ability to influence
- Change impact
- Resource requirements