Meeting Agenda

  • Functional Reviews 
  • Optimal End State
  • Success Metrics
  • Accomplishments
  • Challenges
  • Status
  • Additional Help Needed
  • Q&A, Next Steps 

Functions Reviewed

Legal/ Acquisition
Tax 
Tax UK
HR, Payroll
Information Services
Real Estate
Finance - Control (Acquired Co. Team)
Finance - Control
Finance - Operations
Manufacturing Operations
Communications
Customer Service
Software Engineering
Hardware Engineering
Product Marketing
Sales, Operations
Brand Identity
Product Naming/Trademark
Corporate Marketing

Legal/Acquisition

Optimal End State:

  • Acquisition closed as of 31st Oct. (target 20th Oct.)

Accomplishments:

  • HSR filed 1st Sept., received and approved
  • 3(a)(10) application on 7th Sept.
  • Shareholders Proxy agreements rec’d.

Long Term Transition Strategy:

Challenges/Concerns/Issues:

Success Measurements/Metrics:

  • All transaction docs executed (Closing Binder published)

Next Steps:

  • Confirm 3(a)(10) hearing scheduled
  • Employee agreements distributed
  • Contract(s): consents / approvals
  • Initial shareholder mailings
  • Stock option exchange/conversion process

Tax

Optimal End State:

  • Finance system (SAP?)
  • ADP payroll
  • Calendar year end

Accomplishments:

  • Phase 1 due diligence

Long Term Transition Strategy:

  • Complete ph2 due diligence prior to close
  • Meet monthly tax return filing requirement
  • Complete tax checklists w/in 1 month of close

Challenges/Concerns/Issues:

  • Labor intensive
  • Material exposure

Success Measurements/Metrics:

  • Tax minimization
  • Maintain tax free status
  • Complete integration into Nortel Tax Dept.

Next Steps:

  • Entity structures
  • I/C service & transfer pricing agreements
  • Purchase accting entries including reserves...

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