Post-Merger Integration Presentations

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. . .

15 Areas Executives Should Agree on Before Integration Planning Begins

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.

Post-Merger Integration Strategy and Teams

Agenda

Integration Guiding Principles
High-Level Integration Plan
Integration Milestones on Timeline
Value Drivers
Governance Structure
Governance Teams
Steering Committee Roles & Responsibilities
IMO Roles & Responsibilities. . .

M&A Integration Strategy: Presentation to Board of Directors

Prepared by Steering Committee and IMO

Topics

Integration Team Structure
Team Targets
The Challenge
Integration Team Mission
Improving Financial Performance ...

Steering Committee M&A Integration Initial Decisions

Agenda

Guiding Principles
End States
Priorities
Non-Negotiables
Risks

10 M&A Integration Guiding Principles

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

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 . . .

End State Post-Merger Vision

Agenda

End State Vision for:

Company
Sales and Marketing
Purchasing
Manufacturing
Customer Support
Engineering
Administration . . .

M&A Integration Success Metrics

Agenda

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

Pre-Merger 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...

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

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

Post-Merger Integration Framework

Integration Vision and Strategy
Integration Guiding Principles
Integration Objectives
Integration Process
Integration Phases ...

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

10 Slides

Topics

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

Information Sharing
Common Issues
Practical Tips
Exercising Discipline

Pre-Close Integration Data Sharing Rules

Table of Contents

General Prohibitions
Document Creation
Information Exchanges
Unilateral Sales Calls (Acquirer)
Joint Sales Calls (Acquirer and Target) . . .

M&A Integration Governance Model

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 ...

M&A Governance

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

The Role of M&A Integration Manager

The role of an M&A Integration Manager is to lead the Integration Management Office as it coordinates work across teams, manages cross-functional dependencies, conducts regular integration team meetings, tracks progress, reports results, and documents the lessons learned from the integration. . .

Merger Integration Management Process

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

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

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

What is Gun Jumping and How to Avoid It

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 …

10 Guidelines for Effective Integration Teams

10 Key Guidelines for Post-Merger Integration Teams

1) Protect confidentiality
2) Respect each other and the process
3) Manage expectations, yours and others ...

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

Workstream Charter Review Templates

Slide

Five charter templates to be completed by workstream leads:

End State Vision
Day 1 / Week 1 Deliverables (Deliverables required by Close)
Day 2 Deliverables (Deliverables after Week 1)
Key Dependencies
Major Risks, Issues, Decisions

Post-Merger Integration Work Stream Charters

Charters

Information Technology
Finance
Legal
Human Resources
Communication
Marketing. . .

Finance: 4 M&A Integration Charters from Different Acquisitions

Free
8 Slides

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 . . .

Legal: Charters from 4 Different M&A Integrations

Legal: 4 M&A Integration 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 ...

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

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 . . .

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. . .

Merger Integration Team Planning Exercises

Team Exercises

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

Cross-Border M&A Integration IMO Team Kickoff

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. . .

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. . .

IMO M&A Integration Kickoff

Agenda

Goals

Strategic Objectives
Value Drivers

Governance

Structure
Meetings

Breakout Teams . . .

IMO Office Kickoff Meeting

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. . .

Information Technology: Charters from 4 M&A Integrations

Charters from 4 different M&A Integrations

Integration Management Office (IMO) Charter

Key Objectives and Scope Defined for IMO

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

Post Merger Integration Management

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

What is Post-Merger Integration?

Post-merger integration is a process of combining two companies into one after a merger or acquisition. Merging companies who follow a proven integration process are more likely to achieve their objectives.

The 10 Critical Acquisition Integration Best Practices

Start Planning Prior to Close

When planning does not start before close, an integration starts more slowly and takes longer.

Potential Problems When This Best Practice Is Not Followed
- Disorganized Day 1
- Scope of integration undefined ...

Answers to Frequently Asked Questions about Acquisition Integration

M&A Integration Planning: Answers to Frequently Asked Questions

Answers to 8 common FAQs about integration planning such as:

When should the M&A integration planning process start?

Planning should start two to three months before close or when the letter of intent is signed, whichever is earlier. It is difficult to deliver a smooth, effective Day 1 and achieve quick successes in the first 30 days without adequate pre-close planning. Starting the planning process early creates the momentum to integrate after close.

Step 5: Develop Post Merger Integration Risk Mitigation Plan

Ten Common Reasons Why Mergers Fail

Free
2 Slides

Why do deals go bad? Here are ten reasons:

Overpayment. Some companies feel they have to overpay to block a competitive bid or to protect their turf. But when too much is paid, it can kill any chance to achieve a satisfactory return on investment ...

Post-Merger Integration Issues, Problems, and Challenges

The 10 Causes of Post-Merger Integration Problems and Issues

The 10 root causes of post-merger integration problems that exacerbate issues and make acquisitions much more challenging.

Risks, Dependencies and Mitigation Steps by Function

Post Merger Integration Issues, Risks, and Dependencies

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. . .

M&A Integration 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. . .

Step 6: Develop Post Merger Integration Culture Plans

How to Perform Culture Due Diligence

Free
41 Slides

42-slide PowerPoint presentation on how to perform M&A culture due diligence.

How to Perform Culture M&A Due Diligence: The 5 Stages

Understanding the Deal Logic
Getting Organized
Data Gathering Tools and Techniques
Analyzing the Data
Operationalizing the Data

Post-Merger Integration Culture

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. . .

Culture Integration in Mergers & Acquisitions

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 . . .

M&A Organizational Culture Checklist

Organizational Culture Checklist covers questions for:

Owners
Staff
Customers / Community
Competitors
Operations

Cultural Differences in Mergers and Acquisitions

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

Content

Reality
How You Described Yourself
Cultural Traits...

Organizational Culture and Mergers: The Hard Facts

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 …

Step 7: Develop Post Merger Integration Communication Plans

Acquisition Announcement Template

The presentation template covers key points of the merger, the strategy behind the deal, overview of products, key customers, timeline, governance, and milestones.

4 Key Communication PMI Deliverables

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

Global HR Integration Process

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 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 . . .

Communication Plan Post-Integration

Content

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

Acquisition Integration Communications Plan

Content

Keys to Integration Success - Strategic Imperatives
Integration Communications - Strategic Implementation
Integration Communications - Approval Workflow
Communication Objectives
Communications Task Force
Message and Materials Development. . .

Employee Briefing on Acquisition

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. . .

Communication Guidelines for Acquirer

Content

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

Merger Integration Communication Lessons Learned

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

Post-Merger Integration Communications Plan for Day 1

Content

Communications Plan
Pre-Close Communications Meeting
Pre-Close Communications Meeting Agenda
Key Events
Day1 Town Hall Webcast
Week 1 Onwards - Group Function Engagement. . .

Pre-Close Briefing to M&A Integration Teams

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 …

FAQs from Integration Planning Teams

5 Slides

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? …

Mergers & Acquisitions Communications Plan

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 Presentation

Free
14 Slides

Includes slides on:

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

Merger Communication Best Practices

27 Merger Communication Best Practices including:

Manage expectations.
Articulate the compelling business rationale.
Be honest and candid.
Over-communicate.
Create opportunities for two-way communication...

Building Employee Commitment in M&A

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 ...

Step 8: Develop Post Merger Staffing and Retention Plans

M&A Talent Selection Plan

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. . .

Average Employee Retention Bonus After Acquisition

A 10-slide presentation of an M&A employee retention bonus program.

Agenda

Guidelines for Determining M&A Retention Bonuses
Amounts
Administration
Retention
Payout Terms and Conditions
Summary. . .

Post-Merger Staffing and Retention

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. . .

M&A Synergy-Based Incentive Plan

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 Retention After an Acquisition

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 …

M&A Day 1 Employee Onboarding Plan

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

The Usual Post-Merger Integration Costs

Post-merger integration costs typically range from 3% to 10% of a deal’s value. The actual percentage depends on the scope of the integration, the operating differences between the merging entities, the number of changes that will occur, and the magnitude of those changes.

These are many of the most typical types of post-merger integration costs...

Role of HR in Mergers and Acquisitions

Human Resources Role - 10 Key HR Activities in M&A

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. . .

Engineering High-Level Post-Merger Integration Plan

Content

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

Operations and Technology M&A Integration Work Streams

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 . . .

Information Technology Acquisition Integration Objectives

Areas of Focus

Review for contract synergies
Plan for back-office standardization
Communication
Email connectivity
Network connectivity
Voice mail connectivity
Video conferencing . . .

Acquiree’s Finance Sub-Team: Acquisition Integration Planning

Content

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

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. . .

Human Resources M&A Integration Planning Meeting

Agenda

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

Post-Merger Integration Steps on Timeline

Integration Steps

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

Key Data for M&A Integration Planning

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 . . .

Change Management Plan for M&A Integration

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. . .

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

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

Content

Keys to Integration Success - Strategic Imperatives
Integration Communications - Strategic Implementation
Integration Communications - Approval Workflow
Communication Objectives
Communications Task Force
Message and Materials Development. . .

Functional Team Post-Merger Integration Plan Reviews

Functions Reviewed

Legal/ Acquisition
Tax
Tax UK
HR, Payroll
Information Services
Real Estate
Finance . . .

Legal and Risk Management M&A Integration Planning Meeting

Agenda

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

Manufacturing Post-Merger Integration Plan Overview

Agenda

Objectives
Summary of Synergies
Plan Implementation
Targets
Headcount Reductions
Plans
Risks

Post-Merger Integration Plan

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. . .

M&A Integration Plan Checklists

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

Hard

Strategy
Structure
Systems

Soft . . .

High-Level Acquisition Integration Plan

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. . .

IT Integration Strategy for Mergers and Acquisitions

Content

IT Strategy for M&A Integration
Summary of Synergies
Key Choices
Key Projects
Key Difficulties and Risk

Pre-Close Review of Human Resources M&A 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.

Procurement M&A Integration Team Planning

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 . . .

Information Technology M&A Integration Plan

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 . . .

Finance/Tax/Treasury M&A Integration Team

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

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

IT Post Merger Integration Overview

5 Slides

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 …

IT Post Merger Integration Process

5 Slides

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 …

Smartsheet Tutorial for M&A Integration Team Members

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 for Each M&A 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

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 …

Attributes of a High-Quality Merger & Acquisition Integration Plan

7 Slides

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 …

Overview of Merger Integration Planning Process

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 …

Day 1 Plan by Site and Function

4 Slides

Day 1 Event

M&A Communications Timelines

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
– Promote the strengths and benefits of the new company, its brand and growth strategy …

Integration Planning Guide for M&A Teams

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

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 …

Information Technology Merger Integration Progress

Free
8 Slides

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 Integration Review 60 Days Post-Close

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

M&A Day 1 Mandatory Initiatives by Work Stream

Agenda

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

Post-Merger Integration Planning: Day 1 - Day 30

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

M&A Day 1 Readiness: Dry Run Session

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 . . .

Acquisition Integration Update For Employees 60 Days Post Close

Content

Executive Summary
Integration Status
Acquisition Synergies
Operating Expense
Reductions Guiding Principles

Post-Merger Termination and Survivor Meetings

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 . . .

M&A Integration Status Report: First 90 Days

Free
19 Slides

Agenda

Status of Integration Initiatives
First 90 Day - Initiatives Status Summary
Finance
Human Resources
Information Technology
Legal
Corporate

Post Merger Integration Major Initiatives by Work Stream

Work Streams

Human Resources
Communications
Culture
Finance and Accounting
Legal

Employee Briefing on Acquisition

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. . .

M&A Integration Day 1 Plan

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 . . .

Due First 30 Days By Work Stream

Work Streams

Finance
Information Technology
Legal
Human Resources
East Operations
West Operations
Corporate

Day 1 Compensation and Benefits

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 . . .

M&A Integration Success Metrics

Agenda

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

Day 1 Post Merger Integration Plan

7 Slides

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 1 M&A Communications

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 …

Sample Merger Announcement to Employees on What’s Changing

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 …

Post-Acquisition Integration Process: The End-State Transition

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 . . .

Mergers & Acquisitions Communications Team

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

Best Practices: M&A Integration Process

Free
8 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

Post-Merger Integration Survey of Acquired Company Employees

Content

Summary of Results
Interpreting the Percentages
Key Drivers of Engagement
Ares of Strength
Improvement Opportunity
Improvement Needed
Takeaways . . .

Post-Merger Integration Team Survey

First 2 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 . . .

Merger Integration Communication Lessons Learned

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

Day 90 M&A Integration Review

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 Causes of Post-Merger Integration Problems and Issues

The 10 root causes of post-merger integration problems that exacerbate issues and make acquisitions much more challenging.

M&A Survey Questions and Results

Who dedicates an internal group (i.e. IMO) to their integrations?
Does your company successfully communicate integration objectives to employees prior to close? And during the first 100 days after close ...

Mergers & Acquisitions Employee Survey and Results

Each person was asked to rate twenty-one statements from 1 to 5

I understand the reason for the merger
I think the merger will be good for the business
I have a good understanding of the company's goals and direction
I know how the company is performing …

Post-Merger Integration Assessment