Post-Merger Integration Presentations

15 Areas Executives Should Agree on Before Integration Planning Begins

Meeting Objectives

Review and agree on the:

Role of the Integration Steering Committee
Role of the Integration Manager
Integration Team Structure
Integration Value Drivers Integration
Guiding Principles
Non-Negotiables
Integration Approach
Program Management
Detailed Integration Planning Deliverables

Post-Merger Integration Strategy and Teams

Integration teams need clear direction in 15 areas before they begin detailed planning.

When M&A integration teams begin planning without clarity from top management, they are more likely to make the wrong assumptions, draw different conclusions, and veer off on tangents.

Executive Alignment: Initial Acquisition Integration Planning

Agenda

Integration Guiding Principles
High-Level Integration Plan
Integration Timeline
Value Drivers
Governance Structure
Governance Teams
Steering Committee Roles & Responsibilities
IMO Roles & Responsibilities
Integration Meeting Cadence
Integration Deliverable Examples

Free
22 Slides

Agenda

Integration Value Drivers
Integration Complete
Integration Guiding Principles
Non-Negotiables
Integration Priorities
Key Questions by Area
Revised Integration Team Structure
Charters

M&A Integration Strategy: Presentation to Board of Directors

Steering Committee M&A Integration Initial Decisions

Prepared by Steering Committee and IMO

Topics

Integration Team Structure
Team Targets
The Challenge
Integration Team Mission
Improving Financial Performance
Growing the Business
Non-Negotiables
Merger Milestones
The Integration Process
Manufacturing/Operations, Purchasing, Engineering, Sales and Marketing, Customer Support, Administration, Information Technology, HR/Communications
Implementation Challenges and Opportunities

10 M&A Integration Guiding Principles

Agenda

Guiding Principles
End States
Priorities
Non-Negotiables
Risks

Free
4 Slides

First 3 of 10 Guiding Principles

The transaction will benefit customers and the community
All stakeholders will contribute; Acquirer is accountable and responsible for all decisions
Integration leadership is committed to providing:

Transparency and predictability
Clarity, direction, and decisions
Consistency across the program

M&A Integration End States

End State Post-Merger Vision

What the organization will look like at the conclusion of the integration.

End states involve big questions (usually initially defined by executives) to provide direction to the functional teams such as:

What functions will you integrate now, later, or preserve indefinitely?
What IT systems will you use in the short-term and what ones will use down the road?
To what extent will compensation, benefits and performance management be harmonized between organizations?
What will the product portfolio look like?

M&A Integration Success Metrics

Agenda

End State Vision for:

Company
Sales and Marketing
Purchasing
Manufacturing
Customer Support
Engineering
Administration
Information Technology

Pre-Merger Integration Planning

Agenda

Success Metrics
Sales and Costs
Retention and Company Image
Internal Communications and Training

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...

M&A Presentation Template: Strategy and Structure

Free
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 …

M&A Integration Guiding Principles: Examples from 5 Deals

Antitrust Compliance Guidelines During Pre-Close M&A Integration Planning

Executives agree on a set of principles that will help direct the actions of integration teams such as:

Who makes the final call if and when any impasse is reached?
Which, if any, integration methodology will be followed?
How fast will the integration proceed?
How open will communications be?

Step 2: Define M&A Integration Governance

Pre-Close Integration Data Sharing Rules

Topics

Key Concepts
Hart-Scott-Rodino
M&A Integration Planning:

Information Sharing
Common Issues
Practical Tips
Exercising Discipline

M&A Integration Governance Model

Table of Contents

General Prohibitions
Document Creation
Information Exchanges
Unilateral Sales Calls (Acquirer)
Joint Sales Calls (Acquirer and Target)
Unilateral Contract with Partners (Acquirer)
Joint Contract with Existing Partners (Acquirer And Target)
Research and Development

Presentation covers merger integration governance structure, responsibilities, meeting cadence and times.

Governance Responsibilities

SteerCo:

Provide strategic direction and ongoing guidance of the integration scope of work
Discuss escalations, risks/issues, provide approvals and decisions, authorize changes to scope of work
Ensure that all communications and messaging are aligned with executive priorities
Encourage each team to identify gaps and takes steps to secure operational efficiencies ...

M&A Governance

The Role of M&A Integration Manager

Agenda

NewCo Vision
Guiding Principles
Steering Committee: Roles and Responsibilities
IMO: Roles and Responsibilities
Team Leads: Roles and Responsibilities
Integration Manager: Selection Criteria
Steering Committee: Key Planning Deliverables
Integration – Weekly Meeting Process

Pre-Close Data Harvesting Rules To Avoid Gun-Jumping

An M&A Integration Manager is responsible, with assistance from the Steering Committee and Integration Management Office, for developing an integration strategy, planning integration activities, deploying plans, conducting regular integration team meetings, tracking progress, reporting results, and documenting the lessons learned from the integration.

The Integration Manager should be a dedicated, full-time, on-site resource from the acquirer who should be appointed to the project no later than two weeks prior to Announcement and actively involved in the project until at least 120 days post-close.

Merger Integration Management Process

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 …

Post-Merger Integration Teams: Deliverables, Planning, and Reporting

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

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 …

3 Key Questions the (IMO) Integration Management Office Should be Able to Answer

What is Gun Jumping and How to Avoid It

What are the basic roles/responsibilities associated with programs and projects?
What are the deliverables ...

Overview of Post Merger Integration Process and Structure

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 …

10 Guidelines for Effective M&A Integration Teams

M&A Integration

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

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 3: Conduct Joint Integration Management Office (IMO) Meeting

Acquisition Integration Work Stream Charters

M&A Integration Communication Charters from 3 Different Acquisitions

Charters

Information Technology
Finance
Legal
Human Resources
Communication
Marketing
Sales
Integration Team Support
Field Support
Operations
Quality
Facilities

Free
4 Slides

Excerpt from First of 3 M&A Integration Communications Charters

In Scope

1. On-board, align and engage NewCo workforce and stakeholders (internal / external)
2. Up to Day 1 communications for separating entities

Out of Scope

1. Change management for separating entities post Day 1

Key Objectives

1. Develop an efficient and engaged organization to provide clarity and motivate and align employees to the direction of NewCo
2. Support alignment / harmonization of Key Business Processes, Policy, Procedure, legal, and tools through consistent and timely communications, and change management approaches
3. Manage a Smooth Separation Without Business Interruption through to handover to new owners
4. Sufficiently manage significant cultural conflicts of two businesses / teams to work collaboratively ...

Finance: 4 M&A Integration Charters from Different Acquisitions

Legal: 4 M&A Integration Charters from Different Acquisitions

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 ...

Legal: Charters from 4 Different M&A Integrations

Human Resources: 4 M&A Integrations Charters from Different Acquisitions

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 ...

Free
20 Slides

Excerpt from First of Four Human Resources Charters:

PreClose/Planning Objectives

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 ...

Post-Merger Integration Planning Meeting

Free
68 Slides

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

Merger Integration Team Planning Exercises

Cross-Border M&A Integration IMO Team Kickoff

Team Exercises

Value Drivers
Integration Complete
Early Wins Exercise
Team Planning Breakout
Client Support

Free
26 Slides

Agenda

Overview of Integration Process
Integration Opportunities and Risks
Key Duplications and Cost Reduction Objectives
General Overview and Key Questions
Business Structure
Synergy Plan
Integration Team Roles and Meeting Schedule
Admin Team Meeting Schedule
Scorecard
Project Tracking and Reporting
Deliverables for Administration, Communication, Engineering, IT, Manufacturing, Customer Support, Purchasing, Sales and Marketing
Breakout Session Guidelines

The IMO Process Prior to Kickoff Meeting

Free
18 Slides

Agenda

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.
Next Steps

IMO M&A Integration Kickoff

Post-Merger Integration Team Charters

Agenda

Goals

Strategic Objectives
Value Drivers

Governance

Structure
Meetings

Breakout Teams

Integration Update
Workstream Breakout Guidelines
Breakout Groups
Breakout Instructions and Report Outs

IMO Office Kickoff Meeting

Charters

Legal
Information Technology
Human Resources
Finance
Corporate
East Operations
West Operations
Real Estate
Legal

Free
21 Slides

Agenda

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

Information Technology: Charters from 4 M&A Integrations

Change Management Post Merger Integration Plan

Charters from 4 different M&A Integrations

Integration Management Office (IMO) 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 …

Post Merger Integration Management

Key Objectives and Scope Defined for IMO

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

13 Slides

IMO 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 …

Joint IMO Kickoff: Acquirer and Acquired Company

Joint Integration Management Office (IMO) M&A Kickoff Meeting

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 …

Step 4: Provide Post Merger Integration Training

Answers to Frequently Asked Questions about Acquisition Integration

Post Merger Integration Issues, Risks, and Dependencies

What are the five types of acquisition integration strategies?

Autonomy: Acquired company retains its independence.
Best of Both: The best policies, procedures, processes are selected from each company are implemented.
Transformation: Both companies operate in a fundamentally new way ...

Step 5: Develop Post Merger Integration Risk Mitigation Plan

Risks, Dependencies and Mitigation Steps by Function

M&A Integration Risk Management

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 …

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

Post-Merger Integration Culture

M&A Culture Integration Plan

Content

Several Ways to Address Cultural Issues
Four Possible Scenarios for Culture Integration
Advantages to Each Approach
Why Are Post-Merger Cultural Issues Difficult to Manage
Consequences of Culture Conflict
Culture Differences Can Cause Integration Failure
3 Important Drivers of Cultural Issues
Components of Culture Change Programs

M&A Organizational Culture Checklist

Agenda

Merging Requires New Culture and Behaviors
Closing the Gap
Work Culture Implementation Schedule
Work Culture Team Mission Statement
Mission of Organizational Development
Characteristics of An OD Function
What Are We Doing
Quote on Culture
One Culture
“Should Be” Work Culture Attributes
Thanks To You Great Foundation to Build On

Cultural Differences in Mergers and Acquisitions

Organizational Culture Checklist covers questions for:

Owners
Staff
Customers / Community
Competitors
Operations

Organizational Culture and Mergers: The Hard Facts

The cultural differences between the Acquirer and Acquired Company are identified.

Content

Reality
How You Described Yourself
Cultural Traits
Human Resources and Information Technology
Acquirer
Acquired Company
Messages
Assessment Summary

4 Key Communication PMI Deliverables

Hard Facts About Culture

Strategy is a product of your view of the future.
Culture is essentially the product of your history
That will always present a challenge in ensuring that the 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

Global HR Integration Process

Deliverables

A Plan for Managing External Communications / Press Releases Related to the Merger
A Plan for Managing Internal Communications / Events Related to the Merger
Communications to Ensure an Issue Free Day 1
Communications for Managing the Successful Onboarding Orientation and Cultural Assimilation of Employees from Acquired Company

Free
14 Slides

Agenda

Meeting Objectives
Communication Restrictions - EMEA
Translation Process
Distribution Process - EMEA & AP
Distribution Process - AP
Communication / Translation Process
HR Recommendations - Organization Structure
HR Recommendations - Processes

M&A Integration Communications Plan

Free
14 Slides

Agenda

Objectives of Communication Plan
Core Messages
Communication Documents
External Communications
Plant-Level Communications Site HR Responsibility
Ongoing Communications
Organization Structure Announcement
Preparing to Communicate
Interdependencies
Communication Matrix
Communications: Lessons Learned

Communication Plan Post-Integration

Acquisition Integration Communications Plan

Content

Objectives of Communication Plan
Communication Components
Strategic Conversations
Communication Action Items
April Communication Calendar
May Communication Calendar

Employee Briefing on Acquisition

Content

Keys to Integration Success - Strategic Imperatives
Integration Communications - Strategic Implementation
Integration Communications - Approval Workflow
Communication Objectives
Communications Task Force
Message and Materials Development
Pre-Day One Communications
Integration Toolkit
Internal Branding Strategy
Day One - Strategy and Tactical Overview
Day One - External Stakeholder Outreach
Announcement Schedule - Day One and Beyond
Day One Internal Tactical Elements
Integration Expectations Survey
First 100 Days - Strategy
Day 100 Celebration and Evaluation of Success
Culture Building and Re-Branding
Communications Timeline

Communication Guidelines for Acquirer

Content

Why Acquired Co.
Market Strength / The People
Combined Strength
Acquired Co. Overview
Strategy for The Future North America
Opportunities for Employees
Merger Timeline
More Information
What Has Been Determined Thus Far
Summary

Merger Integration Communication Lessons Learned

Content

Communication Guidelines for Acquiree Interactions
General Guidelines for Answering Questions
General Guidelines for Addressing Difficult Audience Members
Know Your Audience
Visual Aids
Handouts

Post-Merger Integration Communications Plan for Day 1

Key Findings: Misses

–Large (e.g., 500+ employee) town halls in Los Angeles, Chicago, and Phoenix

–Recorded phone messages from CEO

–Several days with excessive communications and mixed messages from multiple sources

Pre-Close Briefing to M&A Integration Teams

Content

Communications Plan
Pre-Close Communications Meeting
Pre-Close Communications Meeting Agenda
Key Events
Day1 Town Hall Webcast
Week 1 Onwards - Group Function Engagement
Senior Leadership Meeting
Key Messages
All Employees
Manufacturing – Plant Employees
Customers
Suppliers
Homepage Template

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

Mergers & Acquisitions Communications Planning

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? …

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 …

Day One Post Merger Integration Overview

Free
1 Slide

Merger Announcement Templates: AAA to Merge with XYZ

14 Slides

Includes slides on:

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

Merger Communication Best Practices

Building Commitment in M&A

27 Merger Communication Best Practices including:

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

M&A Talent Selection Plan

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

Free
17 Slides

Agenda

Approach
Acquired Co Employees Impacted In 3 Ways
Required Co Employee Selection and Placement
Engaging with Acquired Co Employees Pre-Close
Rules of Engagement
Selection Process for Functions Being Scaled Back
Step 1: Workforce Planning Results in Acquirer Talent Needs
Step 1: (Cont.) Workforce Planning Identifies Acquired Co Positions Being Affected
Step 2: Candidate Pooling Identifies the Talent to Be Assessed
Step 3: Selection Will Be Driven by Assessment of Experience and Performance
Step 4: Employees Not Selected Will Be Considered for In-Placement and Out -Placement
Guidelines for Selection
Service Eligibility
In-Placement Services
Pre-Notification

M&A Employee Stay Bonus Program

Post-Merger Staffing and Retention

Agenda

Guidelines for Determining Stay Bonuses
Amounts
Administration
Retention
Payout Terms and Conditions
Summary
Talent Loss
Engagement to Departure Process
Major Events (Like an Acquisition)
Events That Trigger Disengagement
Four Fundamental Human Needs
7 Hidden Reasons Employees Leave

M&A Synergy-Based Incentive Plan

Meeting Objectives

Discuss how all retention, severance, outplacement, transition and synergy-linked incentives will support the goal of engaging and motivating people to perform and behave appropriately through the transition period

Agenda

Meeting Objectives
Timing of Announcement of Job Status to All Employees
Timing Dependencies
Timing of Announcement of Tier 1 Organization Design and Staffing Decisions
Pre-Close Retention Incentives Acquirer
Severance for Acquirer Employees Post -Close ...

Employee Retention After an Acquisition

Synergy Plan Overview

Executives have a synergy-based incentive target on top of the current annual incentive plan (AIP)
Department heads will have the ability to allocate discretionary pools to other employees
Eligibility: Management plus other employees involved in workstreams
Synergy goals are set as an add-on to the current AIP

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 …

6 Slides

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

HR Issues and Activities in Mergers and Acquisitions

Engineering High-Level Post-Merger Integration Plan

10 Key HR Activities in Mergers & Acquisitions

Develop Workforce Integration Project Plan
Conduct HR Due Diligence Review
Compare Benefits and Analyze Differences
Compare Compensation Analyze Differences
Develop Compensation and Benefits Strategy for Workforce Integration
Determine Leadership Assignments
Addressed Duplicate Functions
Prepare Employee Communication Strategy
Define Transition Data Requirements
Develop Employee Retention Strategy

Operations and Technology M&A Integration Work Streams

Content

Mission
Opportunities
Main Costs
Key Decisions
Key Value Drivers
Main Synergies
Difficulties and Risks

Information Technology Acquisition Integration Objectives

Content

Step I: Assess Current Situation
Step II: Develop Plan
Step III: Target IT Design Outline

Overview

The operations and technology integration work streams will be responsible for analyzing the current situation and determining what is needed successfully to migrate Acquired Company over to Acquirer’s systems.

Acquiree’s Finance Sub-Team: Acquisition Integration Planning

Areas of Focus

Review for contract synergies
Plan for back-office standardization
Communication
Email connectivity
Network connectivity
Voice mail connectivity
Video conferencing
Support action & implementation plans of other transition teams
Internet/Intranet migration plan
Retention of talent

M&A Change Management Plan

Content

Mission
Key Decisions/ Operating Strategies
Key Assumptions
Summary of Integration Initiatives
Open Issues/Decisions Remaining
Pre-Close/Day One Items
Integration Risks
Summary of Integration Initiatives

Free
26 Slides

Content

Change Management Priorities - Integration
Integration Change Management Timeline
Governance
Culture
HQ Move
Communication
Change Management Priorities - Integration
Vision, Operating Framework and Leadership Alignment
Communication and Feedback Loops
Staffing
Transition Management

Post-Merger Integration Planning Meeting

Free
68 Slides

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

Human Resources M&A Integration Planning Meeting

Post-Merger Integration Steps on Timeline

Agenda

General Overview
Implementation Schedule
Synergy Summary
Key Organizational Changes
Key Issues & Assumptions
Necessary Process Maps

Key Data for M&A Integration Planning

Integration Steps

Analysis and Initial Plans
Approval
Design New Organizational Plans
Implementation Planning
Implementation
All Steps by Month

Change Management Plan for M&A Integration

Agenda

Milestones
Integration Team Matrix
Due Diligence/Integration Team Responsibilities
Integration Team Goals
Critical Dates
Integration Teams
Due Dates: Team Detailed Project Plan
Integration “Day 1” and “Day 90” Plans
Integration Team Plan Overview
Key Success Factors for Plans
Acquirer/Acquiree Integration Team Kickoff

Human Resources Cross-Border M&A Integration Pre-Close Planning

Content

Change Management Plan Overview
Change Management Team Adds Value in Eight Areas
Change Management Plan
Change Management Team Mission
Deliverables
Interdependencies / Coordination Required
Hot Topics / Urgent Issues to Be Solved
A Systems Model of Change
HR Day 1 Plan
Key Decisions List for New Division

12 M&A Integration Charters Cross-Border

Agenda

Business Continuity Critical
Key Integration Challenges as Close Approaches
Efforts Made to Stabilize Acquired Co.
HR Issues to Address
Integration in 3 Phases
Pre-Close
Breakout Purpose and Objectives

Acquisition Integration Communications Plan

M&A Integration Work Stream Charters

Sales
Marketing
Legal
Finance
Human Resources
Security
Information Technology
Go to Market
Quote to Cash
Communications
Development
Product Introduction

Functional Team Post-Merger Integration Plan Reviews

Content

Keys to Integration Success - Strategic Imperatives
Integration Communications - Strategic Implementation
Integration Communications - Approval Workflow
Communication Objectives
Communications Task Force
Message and Materials Development
Pre-Day One Communications
Integration Toolkit
Internal Branding Strategy
Day One - Strategy and Tactical Overview
Day One - External Stakeholder Outreach
Announcement Schedule - Day One and Beyond
Day One Internal Tactical Elements
Integration Expectations Survey
First 100 Days - Strategy
Day 100 Celebration and Evaluation of Success
Culture Building and Re-Branding
Communications Timeline

Free
21 Slides

Functions Reviewed

Legal/ Acquisition
Tax
Tax UK
HR, Payroll
Information Services
Real Estate
Finance - Control (Acquired Co. Team)
Finance - Control
Finance - Operations
Manufacturing Operations
Communications
Customer Service
Software Engineering
Hardware Engineering
Product Marketing
Sales, Operations
Brand Identity
Product Naming/Trademark
Corporate Marketing

Legal and Risk Management M&A Integration Planning Meeting

Manufacturing Post-Merger Integration Plan Overview

Agenda

Overview
Implementation Schedule
Synergy Summary
Key Organizational Changes
Key Issues & Assumptions
Necessary Process Maps

Post-Merger Integration Plan

Agenda

Objectives
Summary of Synergies
Plan Implementation
Targets
Headcount Reductions
Plans
Risks

Free
30 Slides

Content

Executive Summary
Synergy Opportunities
Integration Framework
Integration Process Goals
Integration Objectives
Integration Program Management
Governance Structure and Roles and Responsibilities
Phasing & Deliverables Overview
Phase 1, 2, and 3 Deliverables
Objectives and Actions Required by Function
Information Technology
Human Resources
Finance/Tax
Research and Development
Safety
Key Deliverables by Business Unit
Deliverables – Business Unit 1 Through 7
Sign and Close Deliverables
Clean Room Management

Checklists to Create M&A Integration Plans

High-Level Acquisition Integration Plan

Checklists
The "Hard" and "Soft" Elements M&A

Hard

Strategy
Structure
Systems

Soft

Staff
Skills
Shared Values

IT Integration Strategy for Mergers and Acquisitions

Content

Deal Drivers
Cost Synergies
Opportunities
Governance Plan – Organization Chart
Governance – Change Control, Line of Sight, Status Reporting
Milestone Definitions and Timing
Human Resources Plan
Communications Plan
Risk Management Plan
Strategy Summary
Information Technology, Legal, Corporate, Operations, Finance, and HR Summaries
Human Resources Plan – MBO’s and Incentives

Pre-Close Review of Human Resources M&A Integration Plan

Content

Mission
Summary of Synergies
Key Choices
Key Projects
Key Difficulties and Risk

Marketing and Branding Post-Merger Integration Plan

Meeting Objectives

Final review of the HR game plan prior to close between the players who have been involved in all the planning to date and the players who will be involved in the implementation.

Free
18 Slides

Plan Contents

Assumptions
Branding Strategy
Team Charters (Branding, Marketing, Communications)
End States
Branding Migration
Branding Integration Plan
Dependencies
Savings and Cost Estimates
Risks and Mitigating Actions
Open Issues
Key Actions by Team (Branding, Marketing, Communications)

Procurement M&A Integration Team Planning

Information Technology M&A Integration Plan

Agenda

Global Process Improvement Plan Development Timeline
Our Process
How We Get There …
Supply Chain “Core Competence “ Strategy
Our Goal
Associated Costs
Implementation Schedule - Wave 1
Team Process
Process Improvements
Risks

Finance/Tax/Treasury M&A Integration Team

Content

Key Objectives of The Workstream
Workstream Organization and Scope
System End State After Integration
Planning Goals Key Facts
IT Integration Migration Strategy for Local Acquired Co Applications
Local Acquired Co Applications in Scope for Migration
High Level Schedule
SAP Rollout - Various Options for Consideration
Scenarios for SAP Rollout at Acquirer
Cost and Risk

Free
18 Slides

PowerPoint presentation covering the schedule for implementation, non-negotiables, synergies, issues and assumptions, organization changes, and open issues for the cross-border integration in the Americas and EMEA.

Post Merger Integration Timeline

IT Post Merger Integration Overview

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

IT Post Merger Integration Process

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 Each 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 …

High-Level Integration Plan Templates

11 Slides

Contents

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

Functional Integration Team Plan Templates

21 Slides

Contents

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

Detailed M&A Integration 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 …

Attributes of a High-Quality Merger & Acquisition Integration Plan

Overview of Merger Integration Planning Process

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 …

Day 1 Plan by Site and Function

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 …

4 Slides

Day 1 Event

Post Merger Integration Day 1 Communications

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 …

M&A Playbook Template

Integration Planning Guide for M&A Teams

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 …

Free
17 Slides

Roles

IMO 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)

M&A Synergy Best Practices

Information Technology Merger Integration Progress

M&A realization 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 …

M&A Integration Review 60 Days Post-Close

Content

IT Integration Standardization Phase IT phases,
IT Integration Process Enablement Phase
Progress - Task Group
IT Integration Phases
IT Integration Punch List
Overall Progress

M&A Day 1 Mandatory Initiatives by Work Stream

Agenda

Merger Integration Report Card – 1st 60 Days
Survey – Concerns Raised
Next 60 Days: Integration Challenges
Recommendations from Managers
Executive Dilemmas
The Tough Questions
Recommendations for Next 90 Days
Next Steps

Post-Merger Integration Planning: Day 1 - Day 30

Agenda

Day 1 Mandatories Summary
Day One Mandatories
IT
IT Day 1 Status
Finance
Communications
Legal
HR
East Operations
West Operations
Real Estate
Corporate

M&A Day 1 Readiness: Dry Run Session

Agenda

Objectives of Meeting
High Level Overview of Game Plan
Master Plan for Day 1 Preparations
Day 1 Preparation
Day 1 Planning Templates by Workstream
Summary of Meeting Held One Week Ago
Three Focus Areas First Month After Close
Day 1 for Stakeholders and Media
Division-Specific Activities Over the First 30 Days

Acquisition Integration UpdateFor Employees 60 Days Post Close

Agenda

Meeting Objectives
Expectations
Drive Run Rolls Detailed Process for Scenario Dry Runs
Exit Criteria
2nd Day Feedback Session
Process Flow - The Path of The Scenario
Variables Description
Framework - Defining the Scenarios
Additional Scenarios to Test
Scenario Number 1 - XM Satellite Radio
Scenario Number 2 - Citigroup , Inc.
Scenario Number 3 - Royal Bank of Canada
Documentation Requirements
Gap Identification and Remediation Template
Outlier Template
Challenges
New / Modified Plans
Parking Lot Template

Post-Merger Termination and Survivor Meetings

Content

Executive Summary
Integration Status
Acquisition Synergies
Operating Expense
Reductions Guiding Principles

M&A Integration Status Report: First 90 Days

Agenda

Communications for April/May
Termination Impact Matrix
Business Rationale for Termination Actions
WARN Act (Worker Adjustment & Retraining Notification Act) – Fresno only
Previous Severance Packages
Current Severance Packages
Termination/Survivor Meetings by Site
Email Invitations to Meetings
Support Materials for Conducting Termination/Survivor Meetings
Separation Package Contents
Site Meetings to Follow Earnings Call
Script for Conducting “Keepers” Meeting

Business Rationale for Termination Actions

During a recent two-day meeting, our Executive Team reviewed our customers, competitors, product portfolio, market opportunities, sales forecasts, and costs.
In general, our business is in good shape and growing, despite some very difficult market conditions. We continue to be a market leader. We are convinced that the merger has helped us maintain this leadership position in our highly competitive market. However, to remain in alignment with our forecasts for the year, it is imperative that we cut operating costs by April 30th.
To determine where to make these cuts, we reprioritized our list of projects/programs and then assessed the resources assigned to each. We also assessed the support resources required to run the business. As a result of this analysis, we were able to identify reductions that could be taken without significantly impacting our highest priority projects/programs.
The reductions will be limited to three sites: Fresno, Oakland, and Norfolk.
While we regret the negative impact this decision will have on some individuals and teams, we are convinced it is the right decision for the business.
The reductions being taken on Friday, April 26 th are the only ones planned at this time, but we will continuously re-evaluate our business and may make additional adjustments in the future, if required ...

Free
19 Slides

Agenda

Status of Integration Initiatives
First 90 Day - Initiatives Status Summary
Finance
Human Resources
Information Technology
Legal
Corporate
East Operations
West Operations
Real Estate

M&A Day One Integration

Post Merger Integration Major Initiatives by Work Stream

Content

Day 1 Implementation
What Must Happen on Day 1
Three Phases of Integrations
Managing Expectations
HR: Day 1
Headquarters Day 1 Event Schedule
They Won at HQ Will Be Telecast Worldwide
They Won Employee Welcome Package
Guidance for Field Force and Shift Workers
IT Accessibility for Acquiree On Day 1

Employee Briefing on Acquisition

Work Streams

Human Resources
Communications
Culture
Finance and Accounting
Legal

M&A Integration Day 1 Plan

Content

Due First 30 Days By Work Stream

Content

Key Milestones
Timeline
April 19 Is the Day We Are One
Event Schedule April 20 And 21
Agenda for Global Town Hall
Guidance for Field Force and Shift Workers
Day One Employee Kits for Local Implementation
Day One Employee Welcome Package for All Employees
Day One Reporting Lines Reflected Minimal Change
Pay and Benefits “Grandfathered“ Until January 26
Exceptions 2 “Grandfathering“

Day 1 Compensation and Benefits

Work Streams

Finance
Information Technology
Legal
Human Resources
East Operations
West Operations
Corporate

M&A Integration Success Metrics

Agenda

Impact on Your Job
Our Commitment to You …
Transition Road Map
Transition Events Schedule
Important Compensation and Benefit Reminders
Acquirer Compensation Adjustments
Compensation - Exempt Employees
Compensation - Office Hourly Employees
Compensation - Field Hourly Employees
Acquired Co. Services Benefit Offerings
Benefits Overview
For More Information

Day 1 Post Merger Integration Plan

Agenda

Success Metrics
Sales and Costs
Retention and Company Image
Internal Communications and Training

Content

Day Before Close
Immediately Pre-Close
Day 1 Upon Completion of Close
Sample Day 1 Run of Show
Day 1 + Welcome Week Strawman
Day 2

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 …

M&A Day 1 Communications

Sample Merger Announcement to Employees on What’s Changing

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 …

6 Slides

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, …

Information Technology Help Desk: Key M&A Integration Tasks

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 …

Post-Acquisition Integration Process: The End-State Transition

Mergers & Acquisitions Communications Team Meeting

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

Best Practices: M&A Integration Process

Chartering the Integration 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.

Best Practices for the M&A Integration Process

Post-Merger Integration Survey of Acquired Company Employees

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

Post-Merger Integration Team Survey

Content

Summary of Results
Interpreting the Percentages
Key Drivers of Engagement
Ares of Strength
Improvement Opportunity
Improvement Needed
Takeaways
Next Steps
What Additional Remarks or Suggestions Do You Have
Timeline

Merger Integration Communication Lessons Learned

Instructions

Please answer the following questions using a rating scale of 1-5. Feel free to add comments to add clarity or details. The results of this survey will be used to brief senior management regarding integration progress and priorities for the future.

First 5 of 25 Questions

The integration team has done an excellent job of identifying the mission critical issues and activities required to successfully integrate Acquirer and Acquiree.
The integration team has done an excellent job of identifying specific milestones and objectives for integrating Acquirer and Acquiree.
The integration team has done an excellent job of establishing realistic time frames for integration deliverables.
The integration team has done an excellent job of staying on budget for integration deliverables.
The integration team has remained focused and productive during integration team meetings ...

Day 90 M&A Integration Review

Key Findings: Misses

–Large (e.g., 500+ employee) town halls in Los Angeles, Chicago, and Phoenix

–Recorded phone messages from CEO

–Several days with excessive communications and mixed messages from multiple sources

The 10 Most Common Post Merger Integration Problems

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 …

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

M&A Survey Questions