Integration Management Office (IMO) Meetings
IMO Meeting Objectives
Align on business principles and integration priorities:
- Review integration strategy and key objectives
- Review governance structure, roles and responsibilities
- Review and reinforce integration philosophy
Agree to way of working together:
- Review rules of engagement to ensure pre-close compliance with anti-trust guidelines
- Build an alignment around meeting cadence and reporting structure
Begin with integration workplan development:
- Review key elements of the communication plan
- Align around the workstream objectives outlined in the draft team charters
- Discuss and prioritize each workstream’s initiatives
- Review next steps and timing for workplan development
- Strategic Objectives
- Value Drivers
- Integration Update
- Workstream Breakout Guidelines
- Breakout Groups
- Breakout Instructions and Report Outs
Overview of Integration Process
Integration Opportunities and Risks
Key Duplications and Cost Reduction Objectives
General Overview and Key Questions
Integration Team Roles and Meeting Schedule
Admin Team Meeting Schedule
Project Tracking and Reporting
Deliverables for Administration, Communication, Engineering, IT, Manufacturing, Customer Support, Purchasing, Sales and Marketing
Breakout Session Guidelines
Understand how we will work together:
- Review rules of engagement to ensure pre-close compliance with HSR guidelines
- Review our M&A integration process, structure, roles, and responsibilities
- Build a solid foundation for ongoing teaming and collaboration …
Acquired Co. Differences with Acquired Company
Timeline - Phases
Two Key Integration Deliverables
Plans for Allocating Synergy Targets
Expectations of Team Members/Ground Rules
Key Success Factors for Integrations
Integration Planning Architecture
Integration Workstreams Governance
Kickoff Meeting Will be the First Interaction Between Acquirer and Acquired Co.
- Vision For Integration
- Management Of Integration
- Integration Governance Model
- Steering Committee
- Workstream Leaders
- High Level Integration Goals
- The Integration Project
- Transaction Timeline
- Charter Example
- Target Operating Model
- Walk-the-Wall Illustration
- Create A Post-it Note For Each Milestone
- Workstreams And Functions
- Data Sharing
- Document Control
- Integration Project Plans
- Next Steps
- No surprises: Honest status - the good, the bad and the ugly
- PM should never hear about an issue from someone else before he hears it from you
- Effective: Cover what you need to cover - the right content at the right level of detail
- No busy work - for you or your PMs; leverage what you already have …
- Value Drivers
- Integration Complete
- Early Wins Exercise
- Team Planning Breakout
- Client Support
Key Objectives and Scope Defined for IMO
- Define governance model & structure
- Data harvesting process
- Culture & communication planning
- Drive key pre-planning workstreams …
8:00-8:10 Review objectives and target outcomes of meeting
8:10-8:30 Ensure all participants grounded in legal rules of engagement for go forward planning activities
8:30-8:45 Transaction & Timing Update Communicate deal status and target close date scenarios
8:45-9:00 Overview of key deliverables, timing, R&R’s, and relevant IMO process details ...
"Block out on calendars in advance and cycle through the same meetings each week.
- Monday: IMO updates reports and dashboard
- Tuesday: Report outs to Steering Committee and Board
- Wednesday IMO Core Team Meeting
- Thursday: 1 on 1 meetings with Functional Leads
- Friday: Issue status review. Updates input by functional teams into system ..."
Post-Merger Integration Charters
Excerpt from First of Four Human Resources Charters:
- Ensure individuals identified for Retention; support creation of Offer Letters; and readiness for Onboarding employees
- Ensure plans developed to ensure readiness for Close / Day 1
- International employee contracts are managed/ready for NewCo
- Retention plan in place for all Acquired Co. employees who will not be long term employees of Acquirer
- Recruiting plan to address new roles needed and backfills for Acquired Co. business
- Work with Communications/Experience team to ensure that communications are ready for pre-close/Day 1/etc.
- Employee data obtained from Acquired Co. and ready to be loaded into Workday
- Employees are mapped and leveled into Acquirers job and compensation structure ...
Excerpt from First of Four Charters
PreClose / Planning
- Retention Plans: work with teams to define costs
- Day 1: Ensure plans developed to ensure readiness for Close
- Org. Structure: Finance team migrates to Acquirer reporting Day One
- 2018 Spend: schedules reviews to control and manage; identify opportunities to reduce spending (duplicate functions, projects, activities); control payables and accruals
- Rev. Rec. / ASC 606: align accounting treatment; revenue roll forward; forecasts
- Earnouts: establish collaborative Investment planning and decision-making processes
- Audits: complete Acquired Co. audit by Sep.15; define ongoing SEC compliance requirements
- FP&A: align Management Reporting, define budgeting process, policies ...
Excerpt from First of 4 Charters
Objectives (Primary integration objectives to be achieved post close)
Legal support team structure set and 100% populated by Day 1
Revised Internal Audit Work Plans developed and ready to be implemented (Q1 plan must be ready Day 1)
Review travel programs for synergies
Simplify and consolidate records system; reduce costs/burden for combined company
Synchronize contracts and other key legal “forms”; synchronize litigation process; ensure seamless legal support for combined company
Determine cost baseline for Acquirer and Acquired Co.; drive savings through integration ...
- Information Technology
- Human Resources
- Integration Team Support
- Field Support
8 Carve-Out Workstream Charters: Finance, Sales, IT, Legal, Manufacturing, Divestment, HR, & Communications
Finance Integration Charter
1. Budget Process
2. Insurance Coverage
3. Limits of Authority
4. Accounting Policies
5. Reporting, process & tools
6. Purchase Price Accounting Exercise
Out of Scope
Tax and structuring activities ...
Identify and define the future state OD/HR organization, philosophies, policies, procedures, programs, and support systems. In addition, identify high-level activities, tasks, and costs required to combine the two organizations into the future state organizations. Special attention will be given to high-priority (Day 1) items as well as milestone components to reach the decided end state.
To ensure the full and seamless integration of target’s finance operations into Buyer’s finance organization by Day 90 post-Close. We will utilize best practices, regardless of origin, and act with speed to capture operational and transactional value.
Our key objectives are:
- To put in place the appropriate financial measures to gain control of the business on Day1, creating a compliant control environment, ensuring reporting accuracy, and consolidating general ledger ...
How to Use
- The Integration Team Leader facilitates the team Charter discussion. S/he should use a printing white board or flip chart, paper and pens to record team members' thoughts and contributions as well as decisions made by the team.
- When decisions about the team Charter are complete, the Integration Team Leader should document the decisions using the Integration Team Charter template ...
- Ensure individuals identified for retention; support creation of offer letters; and readiness for onboarding employees
- Ensure plans developed to ensure readiness for Close / DAY ONE
- International employee contracts are managed/ready for NewCo
- Retention plan in place for all Seller employees who will not be long-term employees of Buyer
- Recruiting plan to address new roles needed and backfills for business ...
- Integrate sales and marketing processes within 3 months. Automate the sales reporting process and train the sales staff. Achieve cross-selling synergies.
- Integrate IT infrastructure as quickly as possible to support customers and core business processes. Also, integrate IT systems to enable SOX compliance.
- Integrate software development efforts. Improve quality and instill process discipline into operations.
- Integrate compensation, benefits, stock options plans, employee development, and recruiting & retention processes. Address employee issues about the integration in a highly responsive, timely manner. Stay within budget allocated to the HR Task Force (which is to be determined).