Post Merger Integration Presentations

M&A Integration Guiding Principles

Steering Committee Roles and Responsibilities

Provides strategic direction & sets priorities
Has ultimate ownership and decision-making authority
Pushes M&A integration team to exceed targets
Resolves major escalated issues and removes barriers …

Free
5 Slides

Every M&A integration needs to have an end. Managing the End-State Transition can be just as important as managing the rest of the integration.

What is End-State?

The point in the M&A integration when …

Integration Guiding Principles

3 Slides

M&A Integration Guiding Principles – Definition

A set of decisions regarding the principles the integration teams will use to guide their attitudes and behaviors while working together to develop M&A integration plans …

10 Guidelines for Effective Integration Teams

12 Slides

Understand the journey
Manage expectations… yours and theirs
Learn to survive in no-man’s land
Act like a consultant
Adopt and go
Don’t roll over and play dead …

Step 2: Define M&A Integration Governance

Acquisition Integration: Strategy and Structure

17 Slides

Understanding the Deal 4 S’s

Strategy for the deal
Synergy for the companies
Structure of the deal
Steps for the M&A integration …

Approach and Structure for Successful Integration

Approach and Structure for a Successful Integration

Free
15 Slides

M&A Integration

Guiding Principles (Example)
Integration Approach Overview
Integration Team Structure & Phase Overview
Integration Project Roadmap …

Step 3: Conduct Joint Integration Management Office (IMO) Meeting

Change Management and Employee Engagement Team M&A Charter and Plan

Integration Management Office Charter

Develop a comprehensive change management plan that identifies what is changing and what is not as a result of the merger
Design and deploy mechanisms to help employees understand the required changes and take personal responsibility for successfully implementing them
Prioritize activities in the change management plan by creating HR Plans for Day 1, first 100 days, first six months, and first year post-close …

Free
3 Slides

Key Objectives and Scope Defined for IMO

Define governance model & structure
Data harvesting process
Culture & communication planning
Drive key pre-planning workstreams …

Joint IMO Kickoff: Acquirer and Acquired Company

Free
34 Slides

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 …

Work Stream Charters

15 Slides

Key Objectives and Scope of these Merger Work Streams:

Finance
Information Technology
Human Resources
Procurement …

Communications Team Kickoff Meeting

Free
19 Slides

Objectives

Level-set on M&A integration communication best practices
Understand M&A integration communication approaches and progress-to-date
Define Charter and Operating Model for Communications Team
Define a set of integration communication Guiding Principles …

Pre-Close Rules of Engagement

Kick Off Meeting - Integration Chartering

CONFIDENTIALITY REMINDER

Our companies are still operating independently
All work associated with the M&A integration teams should be considered confidential
Please do not share details of our integration work outside this team
The M&A integration lead team will coordinate communications to both organizations as needed throughout the process …

4 Slides

An M&A integration project charter is a simple document designed to clearly outline the “who, what, and how” elements of an integration and gain commitments from resource owners in advance. The charter includes:

Integration strategy for functional and operational areas
Integration project scope defined as the general expectations around the role of the integration management office and from where in the organization it will be administered …

Integration Team Kickoff Meeting

19 Slides

Chartering the M&A Integration Team

Team Scope/Objective
Team Goals/Deliverables
Success Measures
Reporting/Communication …

Charter Examples

4 Slides

Key Objectives in a Finance Charter

Implement optimal finance organization structure by end of year 1
Meet synergy targets by end of year 1
Seamless Day 1 financial operations (payroll, vendors, collect cash, combined financial reporting)
Financial system migration/consolidation during year 1 …

Step 4: Provide Post Merger Integration Training

Overview of M&A Planning Methodology

26 Slides

7 Deadly Sins in Merger Integration

Delay the start, drag out the finish
Put no one in charge
Allow divergent initiatives
Forget the business and the customer …

M&A Integration Approach

11 Slides

High-level M&A integration planning defines the future state (approximately 6 weeks)

Determines the strategic direction for key parts of the business
Paints a picture of the future state in each functional/business area

Detailed M&A integration planning defines the transition (approximately 6 weeks)

Dictates detailed steps and timing for the many initiatives required to drive the transition …

Step 5: Develop Post Merger Integration Risk Mitigation Plan

Risks, Dependencies and Mitigation Steps by Function

Free
16 Slides

Risks

Tight timeline, limited information gathering leads to organizational/infrastructure decisions and less than optimal outcomes
Inconsistent communications to the stakeholders between the two companies
Disruptions in the business due to systems issues
Loss of key employees and contractors leading up to and during transition …

Risk Management

10 Slides

Risk Assessment Questions

What are the most sensitive areas of the business that might be prone to disruption?
Are major IT system integrations required to realize synergy benefits or operational efficiencies?
Are there any key managers or salespeople that might leave as a result of the deal?
Are there any past business practices that are incongruent with the Newco’s (or acquiring company’s) business strategies (for example, credit standards for new customers)? …

Step 6: Develop Post Merger Integration Culture Plans

M&A Culture Assessment Summary

Culture in M&A – Hard Facts and Principles

In addition to interviews, PRITCHETT asked 15 standardized questions:

What are three adjectives you would use to describe your company?
Describe the decision-making process at your company?
What is your company’s attitude toward spending money?
Describe communications at your company? …

Pre-Close Briefing to M&A Integration Teams

Hard Facts About Culture

Strategy is a product of your view of the future. Culture is essentially the product of your history
It’s challenge to ensure corporate culture is aligned with and supports your plans for tomorrow.
VERY FEW culture characteristics wield a make-or-break influence over operating results and an organization’s future …

Step 7: Develop Post Merger Integration Communication Plans

Free
26 Slides

Communication Plan Objectives

Protect the base business; maintain focus on day-to-day operations
Make a good first impression; deliver Day 1/Welcome Week playbook, timeline and training
Transparent, timely communication about what matters
Provide functional M&A integration communication processes, tools, counsel …

Answers to FAQs from Integration Planning Teams

What HR integration initiatives will be corporate driven and do not need to be “solved” (only executed) in other plans?
What Finance integration initiatives will be corporate driven and do not need to be replicated (only executed) in other plans?
Are there any mandatory time parameters I should use for organizational structuring initiatives?
If I have assigned another BU or Function to one of my initiatives what should I do? …

AAA to Merge with XYZ

14 Slides

Includes slides on:

The Integrated Company
Merger Integration Planning
Merger Timeline
Opportunities for Employees …

M&A Communication Tips

Building Commitment in M&A

M&A Communication Pitfalls to Avoid

Assuming managers are informed and onboard
Thinking silence doesn’t say anything
Improvising
Dodging tough issues …

Business Unit Leaders should:

Articulate a compelling business rationale for the deal
Make key decisions quickly regarding organizational structure, staffing, product rationalization, core processes, resource allocation, and performance management
Develop a structure and plan for implementing those changes
Engineer “early wins” to create energy and build confidence in deal …

Step 8: Develop Post Merger Staffing and Retention Plans

Merging What to Expect

Talent Retention Guidelines

Predictable Problems in M&A Integration

Communication deteriorates
Productivity drops and momentum slows
Team play suffers
Power struggles throw work into disarray …

Employee Orientation Plan

How to Re-Engage and Re-Recruit Key Players in M&A Integration

Re-engage and re-recruit yourself first!
Conduct “Stay” conversations
Engage multiple methods of 2-way communication
Give key talent meaningful work to do …

Pre-Close Data Harvesting Rules To Avoid Gun-Jumping

What to Avoid in Employee Orientations

A tedious data dump
Boring presenters
Executives who do “touch-n-go’s” or “flyovers” without any real engagement
Dumbed-down orientations for employees (separate from managers) …

Step 9: Develop M&A Project Integration Plans

Free
13 Slides

Acquirer and Acquired Co. legal teams determine if the data requested is:
- Non-Sensitive: OK for integration team to review
- Sensitive: giving a business a competitive advantage or influence

As we get near to closing the deal, data will get declassified …

Merger Integration Timeline

Free
3 Slides

Integration Planning Calendar
Team Leads Identified
SMT Direction Finalized
Communication Update
Integration Kick Off/Process Starts
Team Charters …

IT M&A Integration Overview

IT M&A Integration Approach

M&A Integration Program Design
Defining the big picture
What will we do? Why are we doing it? When are we doing it?
Project Design
Project Charter, Work Breakdown, Work Plan, Resource Plan, Cost
Project Execution …

Smartsheet Tutorial for M&A Integration Team Members

Tasks Before Kick-Off Meeting

Identify business project leader, person from the business with extensive knowledge of the current operations who will have significant time (50%) to dedicate to the project
Conduct an initial IT discovery session – including a site tour and general process discussions
Prepare plan / schedule for process walk-through/requirements sessions
Develop initial objectives, scope in/out, issues, risks …

19 Slides

Objectives

Understand how to use SmartSheet for your M&A integration work plan development
Discuss tips and best practices that will help us produce quality plans
Confirm key steps and focus for the next phase of plan development
Take care of some housekeeping items

Flowcharts By Workstream

14 Slides

IMO Tools: Synergy capture template, Quick wins template, M&A scorecard tool, Scope change request, Progress reporting template …

IMO Deliverables: Prioritized list of value drivers, Integration strategy, Overall integration scorecard, SharePoint Site, Governance guidelines …

Pre-Close Integration Planning

Free
4 Slides

Pre-Close M&A Integration Efforts

Identify comprehensive list of projects within each work-stream
Assess internal and external staffing requirements
Establish calendar by functional area and for entire transition effort
Identify what work will be done pre-close
Charter & kick off each work stream …

The 10 Most Common M&A Integration Mistakes

High-Level Integration Plan

# 1: Lack of Pre-Planning: When integrations fall short of their objectives, inadequate pre-close planning contributes to the failures more than half of the time.

# 2: No Formal M&A Integration Strategy: Acquirers should define a clear integration strategy early and before their teams begin to develop plans ...

11 Slides

Contents

Integration Goals
Measures
High-Level Initiatives
Approach to Merger Integration Planning ...

Functional Integration Team Plan

21 Slides

Contents

Task Force Members/Structure
Key Decisions/Strategies
Open/Remaining Decisions
M&A Integration Initiatives …

Detailed Planning Requirements

8 Slides

Required to Complete - Functions

Functional M&A Integration Action Plan
Project Definition Documents for each item that qualifies as a “Project”
Project Plan (Gantt chart) for each item that qualifies as a “Project”
Business Requirements and Functional Requirements as Required …

Detailed Planning: Deliverables for Integration Teams

Detailed Planning Phase: Team Deliverables and Reporting

Attributes of a High-Quality, Detailed Plan

Single owner: One point of accountability makes it clear who is coordinating the effort and calling the shots
Parallel level of task detail: Major steps are specific enough to allow the owner to understand what is expected, but not so detailed as to include every task necessary to accomplish the work …

16 Slides

Functional M&A Integration Deliverables

Project Definition Document (for any projects not part of a program)
Project Plans (for any projects not part of a program)
Project Cost Estimate (for any projects not part of a program)
Functional Integration Action Plan Template …

Detailed Planning Overview

10 Slides

Detailed Merger Planning Lessons Learned
– Understand/Validate dependencies

Facilitate joint team meetings to identify and address dependencies
Ensure tight coordination between transitions and customer support organizations …

Executive Debrief: Detailed Planning

8 Slides

Contents

Additional Key Decisions or Changes Since M&A High-Level Planning
Timeline Overview
Summary of Financial Implications
Key Dependencies/Linkages and Implementation Risks …

Day 1 Plan by Site and Function

4 Slides

Day 1 Event

Day 1 Overview: Communications and Marketing

15 Slides

Day 1 M&A Communications Objectives
– Mark the completion of the transaction as an opportunity to honor the past and recognize the contributions of the employees of both organizations
– Promote the strengths and benefits of the new company, its brand and growth strategy to promote employee attachment to NewCo …

Playbook Illustration

Three Key Questions for the Integration Management Office

Content of Day 1 Communications Playbook

Contacts
Company Profile/Fact Sheet
Day 1 hour-by-hour review of actions; include location, who performs, who coordinates/owns
Core Messages for Customers, Employees, Vendors, Partners …

Planning Session: Integration Teams

What are the basic roles/responsibilities associated with programs and projects?
What are the deliverables for M&A integration detailed planning?
How does work get commissioned that needs to start now?

Free
17 Slides

Roles

TPT Members/Executives: Help ensure the discussion is focused on the critical/material issues that will enable or hinder achievement of our integration objectives
Presenting Team Leads: Crisply articulate a summary of the team’s recommendations, financial impact, and risks …

Step 10: Execute Acquisition Integration Plans (Includes Day 1 Plans)

Day Before Close, Day 1, and Day 2: Activities and Schedule

Day 1 Messaging and Deliverables

Day Before Close
Resolution of DOJ Review Announced, Receive Confirmation of Close Date, Ship items to facilities, Finalize call/webcast logistics, Prep session for Welcome Teams (Cover Welcome Playbook), Prep for Facility Managers/HR Managers Prep for Company A managers, Prep for Company B managers …

Day 1 - What's Changing: HR, Finance, Procurement, IT, Safety, and Legal

Deliverable and Spokespeople

Employee Playbook - Managers (Acquirer & Acquired Co.)
Customer Playbook - Sales & Marketing Organizations (Acquirer & Acq. Co.)
Supplier Playbook - Supplier-Facing Teams (Acquirer & Acq. Co.)
Welcome Week Playbook - Welcome Week Teams …

Information Technology Help Desk: Key M&A Integration Tasks

Information Technology

Employee Directory: All Acquired Co. employees will be added to Acquirer Employee Directory
New intranet site for Acquired Co. employees will be accessible
Day 1 Email, Phones, Applications, …

3 Slides

Day 1

Incoming call & ticket support will stay “as is” on Day 1.
Both Help Desk teams know who to contact if users request access to resources. Acquirer’s
Intranet site will have a “cube” with the Acquired Co. support phone number and when clicked, will email the Acquired Co. Help Desk …

IT M&A Integration Program Management

13 Slides

Integration PMO Guidance

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 …

End-State Transition

Free
5 Slides

How to hand off remaining activities:

Document deadlines and deliverables associated with the remaining open items
Provide access to all documentation on the project
Provide a list of all contacts and stakeholders involved in the project
Provide a full understanding of what has to be done, by when, and by whom.
Make sure people have an understanding of the negative implications if the remaining tasks get delayed

First 30 Days for Finance, HR, Legal and Corporate

Free
12 Slides

First 30 Days – Human Resources

Compensation Map Target roles to Acquirer roles
Communication of changes to salary grade and/or pay adjustments
Determine impact to Tier I & II Severance for Acquired Co. employees
Define data mapping requirements for Day 2 conversion of HR and YTD payroll data …

High Level Day One Communications Plan

1 Slide

Synergy Program Management

Implementation Kick-Off Presentation for M&A Communication Team

M&A Synergy Program Best Practice Tips

Assign synergies to accountable owners and then hold them to a plan
Follow up on agreements on planned measurement approaches and their timing
Ensure initiatives are supported and linked to integration related projects
Manage cross-functionally to ensure costs are not simply shifted to other parts of the business …

11 Slides

Chartering the Merger Implementation Communication Team
Purpose—To ensure we are all in agreement about the objectives of the team, we will document what we will deliver, how we will measure success, how we will communicate with other project teams, what our resource needs are, and possible barriers or constraints.

The M&A Integration Reporting Process

IMO Office Implementation

Objectives of Weekly Merger Integration Management Process

Add speed and efficiency to integration planning
Ensure that we make the most of all meetings and interactions
Proactively manage the identification and escalation of issues and decisions
Set the pace for M&A integration planning

Free
7 Slides

Implement an overall program management process to:

Monitor progress against the key milestones
Raise and resolve issues and address risks quickly and efficiently
Make cross-functional decisions rapidly in regular steering team or executive team reviews …

Step 11: Capture M&A Integration Lessons Learned

Day 90 M&A Integration Review

Free
9 Slides

Methodology

All Team Leads were interviewed; answers were aggregated and kept anonymous
Output was organized by topic into recap slides for each question
Questions were centered on broader “Newco” topics …

The 10 Most Common M&A Integration Mistakes