PLANS

  • Human Resources
  • Communications
  • Culture
  • Finance and Accounting
  • Legal

HUMAN RESOURCES 

Future state design/implementation of all HR/OD philosophies/policies, procedures, program designs, and administrative support systems

  • Side-by-side comparison of the philosophies/policies, procedures, designs, and administrative support systems for all HR/OD programs
  • Determination of which programs should be continued, discontinued, or redesigned entirely

Design/implementation as required

  • Base pay
  • Broad based variable pay
  • Sales compensation
  • Equity
  • Executive compensation
  • Job evaluation processes/tools
  • Job descriptions (use, process, tools)
  • Linkages to performance management
  • Performance management
  • Benefits
  • Retirement
  • Health and Welfare
  • Other

Employee Development

  • Employee relations
  • Training and development
  • Recruiting and staffing
  • Tuition reimbursement
  • Succession management
  • Leadership development

Transitional Programs

Design/implementation of interim or transitional HR/OD systems or programs

Retention Programs

  • Eligibility
  • Participation
  • Detailed design

Additional Programs

  • Severance programs
  • Interim short-term (i.e. one year) bonus or variable pay program
  • Consideration of linking bonuses/variable pay awards to achieving transaction synergies
  • Post-merger integration manager training program

Workforce Planning and Integration

  • Determination of the overall approach and detailed methodology and tools that will be used to develop Acquirer's workforce plan (i.e. size, composition, location, transitional structures/systems) and related integration policies and processes
  • Health and Wellness Functional Development
  • Design and implementation of the mission, organization, staff composition, and support systems for the Acquirer's Health and Wellness function

COMMUNICATIONS 

Complete Post-Announcement Communications Plan

  • Coordinate with related areas to finalize communication events, timeline, and follow up

Finalize Media Strategy

  • Identify timing of "transaction events" such as proxy filing, shareholder approvals, management team naming, etc., to use as "news pegs" for communications activities (internally and externally)
  • Identify and leverage conferences and other planned events (i.e., customer meetings, industry conferences, etc., to promote transaction benefits)

Finalize Customer-Specific Communications Strategy

  • Identify opportunities to incorporate news and updates into existing communications vehicles, newsletters, direct mail, customer events, conferences, etc.
  • Determine web strategy for combined organization (interim and long-term solutions)

Finalize employee communications strategy

  • Coordinate across Acquirer and Acquiree to ensure consistent coordinated messages to internal audiences of both organizations
  • Build communications timeline for key transaction events

Brand Strategy

  • Evaluate implications to existing brand strategy; determine changes/additions needed; develop brand communications/awareness strategy for post close

Close (Day One) Plan

  • Complete Close communications/promotion plan

CULTURE

Build the brand of the new organization

  • Evaluate existing Acquirer and Acquiree branding, develop Acquirer internal branding, and promote internal brand program to employees via recognition programs, design of workspace, and regular communication with Product Development, HR, and Communications staff

Define process for evaluating talent in new organization

  • Develop and communicate to employees the process for evaluating positions (new and existing) and people (incumbent and new recruits).

Communicate the advantages of working at Acquirer

  • Communicate to organization the total rewards program of combined company and the positive benefits of Acquirer

FINANCE AND ACCOUNTING 

Financial Reporting and Related Systems

Integrate Acquiree’s financial information and processes into Acquirer’s PeopleSoft application.

Include:

  • General ledger
  • Accounts receivable
  • Billing
  • Accounts payable
  • Purchasing
  • Expense reporting

Asset Management

  • Conform fixed asset procedures, incorporate another location into asset management functionality (Acquiree building), maintain historical cost of assets acquired, and track fair value of assets acquired

Management Reporting

  • Modify existing business intelligence tools to incorporate historical Acquiree information and report the information of the combined entity. Include budgeting and forecasting

Time and Labor

  • Conform reporting of time and payroll policies across the combined organization

FINANCE AND ACCOUNTING 

Payroll

  • Process all employee payroll on one system

Treasury and Cash Management

  • Consolidate bank accounts and cash management activities as well as investment portfolio

Sarbanes-Oxley Compliance

  • Be fully SOX compliant with respect to the acquisition within one year of close with identification of high-risk items and completion of review of these items by year-end.

Tenant Management

  • Effectively incorporate financial aspects of commercial property into Acquirer’s financial systems

MARKETING 

Marketing Function Structure and Talent Management

  • Create marketing function integration team and assign roles and responsibilities
  • Conduct skills audit to identify talent gaps
  • Integrate marketing department workforce and recruit to fill vacancies

Corporate Positioning and Brand Strategy

Link to communications plan

Product Portfolio Integration

  • Conduct market research of customer needs and preferences (customer insight) to determine best strategy for product integration
  • Identify and recommend optimal structure and positioning for customer-facing organizations
  • Determine and finalize marketing plans for newly expanded product/service portfolio
  • Determine if changes will be made to messages by product and customer segment. Outline plan/strategy to effect changes
  • Review agreements and consolidate public relations and creative agencies

Customer Management and Migration

  • Identify customer synergies and gaps via segmentation study
  • Define customer retention, acquisition, and penetration goals
  • Identify key customer communications touch points
  • Develop and execute customer communication plan
  • Align customer loyalty programs

TECHNOLOGY

Portal

  • Scale the portal for additional customers and users

Technology Monitoring

  • Enhance monitoring processes to include new Acquiree systems that are retained

Evaluate Software Assets/Tools

  • Determine which software tools will be retained
  • Review contracts to determine change in control
  • Determine enhancements to performance monitoring tools

Capacity Planning

  • Determine new system capacity requirements and monitoring thresholds

Network Integration and Office Automation

  • Add Acquiree’s infrastructure to Acquirer’s network including office automation tools

LEGAL 

Identify key contracts that will be impacted by the merger event.

  • With respect to overlapping vendors or redundant services, determine termination rights and consequences
  • With respect to vendor agreements, identify payment and reporting obligations including any minimum commitments
  • Identify revenue-generating contracts and determine tracking and billing obligations and corresponding rights to payment
  • Determine sub-lease/assignment rights and expiration dates in real estate leases

Review non-compete restrictions, obligations to list, expiration dates, termination rights/triggers, and maximum exposure for early termination

  • Review technology licenses to confirm existence of all necessary rights (e.g., ASP, affiliate rights) to provide services to Acquiree
  • Determine sub-lease/assignment rights and expiration dates in real estate leases
  • Determine whether the merger event will trigger any re-pricing (e.g., enterprise-, user-, or revenue-based licenses)
  • With respect to overlapping vendors or redundant services, determine termination rights and consequences
  • Place emphasis on key technology, joint venture, and real estate agreements

Post-closing internal service arrangements

  • Determine what services will be provided to Acquiree by Acquirer post-closing (e.g., IT development, administrative services)

 

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