Post-Merger Integration Work Stream Charters

Ensure Acquired Co. operations are sufficiently funded for ramp up

• Bank wire transfers to acquired company bank account to fund daily ops 
• Establish approval limits for cash transactions
• Communicate approval limits

NewCo sales maximization

• Set up distribution model 
• Establish quote process and authorizations for discounting
• Optimize commission structure 
• Allocate Acquired Co. sales budget appropriately by region
• Set up all sellable parts in Acquirer sales deck

Ensure Acquired Co. financials are accurately represented for Acquirer consolidation

• Write off any obsolete inventory 
• Ensure all fixed assets exist
• Create tracking for Acquired Co. sales 
• Establish beginning balance sheet for Acquirer consolidation

Determine short-term and long-term financial reporting of Acquired Co.

Establish financial reporting structure (establish company code, legal entity, management units, cost center structure in SAP)

• Establish SAP uploads of local trial balance from Acquired Co. 
• Map Acquired Co. Chart of Accounts to Acquirer's Chart of Accounts

Establish Transfer Pricing and Tax strategy

• Establish transfer pricing for materials shipped from Acquired Co., sold by Acquirer 
• Determine tax approach for Acquired Co. losses
• Legal Entity and Tax reporting 
• Set up various intercompany agreements

Full integration to Acquirer financial systems (short-term and long-term)

• Establish PO process and approvals 
• Communicate new PO process to Acquired Co. employees
• SAP implementation 
• Maximize supply chain (shipping, insurance)
• Implement Concur T&E
• Utilize indirect spending

Full integration to Acquirer financial systems (short-term and long-term)

• Establish PO process and approvals 
• Communicate new PO process to Acquired Co. employees

SAP implementation

• Complete system integration for financial operations

Maximize supply chain

• Optimize shipping and insurance processes

Implement Concur T&E

• Standardize travel and expense reporting

Utilize indirect spending

• Optimize procurement processes

Understand current legal process and establish model for future support

• Identify current way of working and areas of use 
• Establish future support model
• Communication plan

Mitigate risk and support execution of successful integration

• Global Operations – advice relating to critical suppliers and leases 
• Commercial – advice relating to integration of Acquired Co.'s products within Acquirer' sales processes (e.g. applicability of Acquired Co.'s standard terms)
• Distribution network – compliance/due diligence and longer-term strategy 
• Compliance with applicable laws, including local IP assignment obligations

Support growth of competency in new technology

• Support initiatives relating to technology collaborations, strategic partnerships, co-marketing 
• Introduce Acquired Co. R&D teams to IP strategy and process

Support optimization of Acquired Co. corporate structure

• Review Acquired Co. company structure with Tax and consider options to optimize structure

Seamless Payroll Transition

• Establish short-term plan/logistics of meeting payroll schedule/cash requirements 
• Long-term payroll strategy

Communication

• Employee FAQ 
• Who We Are - Deliver Benefit, Purpose & Values, Vision, ESM
• Employee Communication Portal – Employee FAQ, Policies etc.

Employment & Org. Structure

• Current: Understand current state and any initial change considerations 
• Future: Define future operating model, location, strategy, capability & capacity

Systems

• HR System Integration

Total Rewards & HR Operations

• Detailed Job Assessment & Leveling 
• Total Rewards - Medical, Retirement, Fringe, Vacation etc.
• Policies & Procedures – What do they have? Consistent with Acquirer & local regulation? – HR Ops 
• Integration into HR Operating Model – Coverage etc.

Employee Experience

• Objectives, Site Visit, Survey 
• HR Program Implementation
• Objectives, Talent Review, Performance, etc.

HR Program Implementation

• Planning in Year 1, Implementation in Year 2 
• Objectives, Talent Review, Performance, etc.

Streamlined Announcement Communications

• Communicate the right message to the right audience at the right time when we announce 
• Welcome Acquired Co. employees to Acquirer and minimize uncertainty where possible through a regular cadence of updates
• Excite employees about the opportunities to accelerate our growth in 2026 with this acquisition 
• Develop core set of key messages: external and internal FAQ, employee communications, press release, shot clock
• Out of scope: field sales, customer and supplier communications

Develop Post Close Branding Transition Plan

• Brand transition

Understand any impact to our 2026 sustainability goals

• Dependency-work in close alignment with facilities.

Develop Post Close Communication Plan and Process

• Leverage key events such as trade shows 
• Establish the go forward process for external communications from Acquired Co. upon close
• Press releases going forward go through corporate communications

Day 1 Readiness

• Awareness Slide deck for reference 
• FAQs for Acquirer Sales team (with Sales)

Alignment (Kick-off Day 2, Ongoing)

• Acquired Co. Marketing 
  • Understand Acquired Co. marketing landscape (all segments), content pipeline & strategic partnerships
     
• Integration Management Team Workstreams:
  • Corp Comms, Marketing, Sales

Define Primary LC/MS Workflows and go to market plan

• Define / validate value proposition 
• Market Segmentation / Market Potential
• Customer personnel 
  • Refine / establish solution positioning
  • Identify proof statements required, plan to execute

Build coordinated strategic marketing plan (Coordinate with Product Team)

• Integrate Acquired Co. products into product roadmap (Year 1)

Develop 1st year tactical plan

• Content (Digital presence, Customer facing, Internal education, Customer voice) 
• Demo / sales strategy
• Determine resources required

Create Sales Strategy

• Go to Market Strategy – Target market, Who is going to sell in each region

Interim Sales process

• Pre-Integration sales process, Rules of the road, Web strategy, Referral process

Interim Quote to Cash Process

• Pre-integration process, Integration Roadmap

Sales process roadmap

• Short term, Longer term

Sales and content strategy

• Train appropriate resources to sell

Day 1 Communication to Field Sales and Services

• Ensure clear message as to the rules of road and key talking points.

Service and Support capacity requirements for 2026/2027 rapid growth expectations.

• Review Customer Contractual Commitments 
• Identify Key customers and determine best approach for soliciting feedback on support and service
• Engage with service and support 
• Understand Customer Commitments and Customer Expectations
• Capacity planning model for anticipated growth

Determine plans and timing of integration into Acquirer Support systems

• Understand current system in place

Develop short-term service strategy

• Engage with Sales and Support to determine opportunities and challenges 
• Assess current capabilities
• Determine long term needs 
• Develop Financial model to support service and support business

Understand support and service structure for software products

• How is the software currently being supported 
• Is the system being internally or externally hosted and managed

Identify complementary synergies

• Acquirer and Acquired Co. sales structure 
• Marketing to sale

Determine cross-selling opportunities

• Both Acquired Co. and Acquirer (Sales, BDM / Specialists, markets tbd.)

Message alignment for customers/sales advocacy

• Both Field Sales, market intelligence, strategic accounts

Acquired Co. product is available for shipment to meet business demand

• Production forecast in place to allow procurement of material 
• Supplier contracts and orders reviewed against demand
• Current stock levels reviewed / audited 
• Safety stock of critical material put in place
• Workforce planning for increased volume of build undertaken 
• Ensure that there is enough manufacturing and test equipment in place

Product distribution to customers

• Understand costing model used by Acquired Co. to determine Acquirer standard cost of each product 
• Create part numbers in SAP for each saleable Acquired Co. product
• Ensure packaging / labeling (barcodes) of Acquired Co. product is suitable for Acquirer distribution 
• Product demand forecast loaded into distribution centers
• Mechanism for distribution centers to place orders on Acquired Co. outside SAP

Field service spare parts/warranty return availability

• ​Identify critical spare parts and plan production quantities in line with increased sales 
• Set up part numbers for spare parts
• Ensure packaging / labeling of spare parts is suitable for Acquirer distribution 
• Establish a returns process for in-warranty product failures

Critical suppliers are suitable

• Assess the suitability of all Acquired Co. key suppliers with respect to increased sales volumes (D&B reports / spend analysis / cost benchmarks / risk assessment) 
• Give “Welcome to Acquirer” presentation to key suppliers
• Setup key suppliers on Acquirer Supplier portal (so that they gain access to forecasts) 
• Identify safety stock levels and underwrite critical material supply

Build relationships with team and establish partnership

• Introductions of key quality staff from Acquirer to facilitate key connection points 
• Provide Quality Strategy presentation to facilitate alignment
• Understand the Acquired Co. quality system, certifications, overall quality strategy 
• Discuss their strengths, concerns, ideas for improvement
• Determine if there are any immediate personnel, skill or other needs

Complete full assessment of the quality system and processes

• Understand the quality culture 
• Determine current state of overall quality system and readiness for ISO Certification
• Deep dive into software validation processes and compliance

Determine and build plan to close any critical quality system gaps

• Work together to agree on the Quality Strategy 
• Introduce the Acquired Co. team to various elements of the core Acquirer Quality System
• Review the Quality System Assessment to determine any critical risks 
• Build plan to close out any high-risk issues, critical gaps, or helpful process improvements
• Agree on timelines and pace of change based on business needs and compliance risk

Lease Review (now)

• Send Lease translations to law firm for translation and abstraction 
• Obtain London lease for abstraction and translation

Lease Review (30 Days)

• Obtain direction on the current lease in Rome facility (lease runs out on May 31, 2026) 
• Confirm London lease expired as of April 20
• Both may be consolidations

Lease Review (60 Days)

• Obtain direction on Geneva location which lease expires at the end of 2026 (Short term renew, multiple year or relocate) 
• Acquirer branding in locations that will remain

Health, Safety, Environment (90 days)

• Conduct HSE review and provide investment recommendations 
• Assess need for capital investments/improvements in manufacturing sites to meet Acquirer HSE standards
• Conduct assessment of workplace environments

Duty of Care Considerations (30 days)

• Assess general security concerns, access, policies and processes