Key Pillars of the Framework

The foundational elements that guide a successful integration.

  Vision & Strategy
  Guiding Principles
  Objectives
  Integration Process
  Integration Phases
  Team Structure
  Issue Resolution

1. Integration Vision & Strategy

Our Vision

Integrate the two companies in an aggressive time frame that allows the companies to quickly realize the synergies and maximize shareholder value.

Our Strategy

Under the direction of the Steering Committee, an Integration Management Office (IMO) will be established to manage and implement multiple concurrent integration work streams focused on:

  •   Achieving synergy targets through good execution and tight financial control.
  •   Consistent and candid communications.
  •   Prompt issue escalation and resolution.
  •   Continuing business operations without disruption.
  •   Reporting progress in a consistent manner at appropriate levels of detail for all stakeholders.
  •   Engaging resources early and often to collaborate on the effort.

2. Integration Guiding Principles

 

CUSTOMERS FIRST

We must take actions that prove to our end customers, consulting engineers, and reps that they are important to our success as a combined firm.

 

RESPECT FOR PEOPLE

We must treat each other with respect and integrity and be honest in our communications with each other and our employees.

 

SPEED TO VALUE

We must execute quickly to ensure the theoretical value and synergies we see in the combination are translated to real and measurable business results.

3. Integration Objectives

 

Provide a forum for clear decision-making and risk management.

 

Logically structure the work so that accountabilities are clear even though the organization is not yet fully defined.

 

Facilitate rapid yet thoughtful planning for the achievement of synergies.

 

Enable efficient communications and coordination among teams, functions, and business processes.

 

Facilitate a rapid integration that starts immediately upon transaction close.

4. Integration Process

Understanding Post-Merger Integration

Post-merger integration is the process of combining two companies into one after a merger or acquisition. Merging companies who follow a proven integration process with defined phases, steps, and deliverables are more likely to achieve their objectives. Those objectives include maximizing the potential benefits of the deal and minimizing the disruptions to the day-to-day business during the transition.

Integration Team Formation

Integration teams have been identified that map to the key value drivers of the deal and functional areas. These teams will develop plans for a new, combined operating model and plans to transition to that model.

Initial Focus and Implementation

Initial integration activities focus on completing discovery and defining the high-level operating model for the new firm. Implementation of the plans (and the realization of synergy objectives) will be carried out post-close by the new organization.

5. Integration Phases

A four-phased approach to complete the transition.

1

Pre-Plan

Announcement through kickoff

Duration: 2 Weeks

2

Define High-level Plan

Kickoff through January 15

Duration: 4 Weeks

3

Define Detail Plan

Complete prior to close

Duration: 6 Weeks

4

Implement the Plan

Post-close activities

Duration: TBD

6. Integration Team Structure

  Steering Committee

Responsibilities:

  •   Determines top priorities and timelines.
  •   Defines and communicates objectives.
  •   Articulates guiding principles.
  •   Monitors progress and manages risks.
  •   Removes roadblocks and resolves issues.

Core Members:

CEOs/Presidents, Operating Executives, CFO, CIO, Legal Counsel, Senior Executive HR, Integration Manager.

  Integration Management Office (IMO)

Responsibilities:

  •   Provides tools and templates.
  •   Oversees plan development and execution.
  •   Tracks and assists in resolving issues.
  •   Manages project risks.
  •   Supports Steering Committee and Board.

Core Members:

Integration Manager, Communications Lead, Synergy Program Manager, Administrator, Consultant, Functional Team Leads.

  Functional Teams

Responsibilities:

  •   Provide strategic and functional guidance.
  •   Prioritize strategic value-capture.
  •   Ensure appropriate resources are provided.
  •   Drive stakeholder communication.
  •   Support cross-team collaboration.

Core Members:

Lead from Acquirer, Co-lead from Acquiree, Functional team members (HR, Sales, IT, etc.).

7. Issue Resolution Strategy

A clear path for escalating and resolving issues to maintain momentum.

Standard Issues

IMO will flag unresolved high-priority issues and escalate them to the Steering Committee.

Major or Critical Issues

Major high-priority or critical issues will be decided upon by the Steering Committee.

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