SAP White Paper SAP for Industrial Machinery & Components. Madness? Mergers, Acquisitions, and Divestitures

Transcription

1 SAP White Paper SAP for Industrial Machinery & Components Madness? Mergers, Acquisitions, and Divestitures

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3 CONTENT ^ 4 Executive Summary ^ 5 In the Name of Growth 5 Risky Business 5 A Common Path to Success ^ 7 Premerger Assessment Phase 7 The Role of IT 7 Gain the Insight You Need ^ 9 Postmerger Integration Phase 9 The Pitfalls of Postmerger Integration 10 Bridging the Gaps ^11 Solutions for Mergers, Acquisitions, and Divestitures 11 Solutions for the Premerger Assessment Phase 11 Strategy Management 11 Business Planning and Consolidation 12 Solutions for the Postmerger Integration Phase 12 Identity Management 12 Resource and Portfolio Management 13 Master-Data Management 14 Solutions for Building a Business Process Platform 14 Building on an Integrated IT Environment ^15 The Hallmarks of Successful Mergers and Acquisitions 15 Where to Go to Beat the Odds

4 Executive Summary Avoiding Failure in Mergers, Acquisitions, and Divestitures Human beings take risks. In business, one of the riskiest moves company stakeholders can take is to acquire and merge with another company or to divest part of what they have. Despite the best initial intentions between the merging companies, many mergers, acquisitions, and divestitures produce results far below expectations. For some companies, the experience can be more than maddening it can be deadly, ending with the demise of the business. Will your merger, acquisition, or divestiture (appropriately enough, the acronym is MAD) succeed or fail? If you answer that question with historical eyes that look back at major mergers for almost 20 years, you might as well toss the coin. Your MAD journey has a chance of failing. Such a high failure rate should raise a red flag to any company getting ready to go MAD. However, despite these odds, mergers continue to increase unabated worldwide, and the failure rate is keeping pace. Companies will continue to make the same mistakes unless they can get advice from white papers like this one. Why do so many MAD attempts fail? This paper discusses why failure happens and how to prevent it by following the overriding best practice in successful acquisitions, mergers, and divestitures: preparedness. Knowing how to prepare, what to prepare, and when to prepare. At what point in going MAD does failure most often occur? The paper identifies the phase in the merger and acquisition process where the breakdown occurs. And it describes what is required to prevent that failure. Finally, what do you need to assure both sanity and success? This paper presents the steps to swiftly and precisely execute a migration path using a specific set of solutions for successful mergers, acquisitions, and the divestitures that often result. These solutions support a flexible IT environment, the important premerger assessment phase, and the critical postmerger integration support without which the whole MAD deal can go bad. Despite continued record setting in global deals, at least half are doomed to failure. 4 SAP White Paper Madness? Mergers, Acquisitions, and Divestitures

5 In the Name of Growth Beating the Odds It is the age of the megadeal. Fueled by ongoing consolidations, pressures from globalization, and a rise in interest from private equity, the number of mergers and acquisitions is growing at a frenetic pace around the globe and has been for years. Between 2002 and 2005, for example, merger values in the United States rose from US$462 billion to over $1.5 trillion a 35.6% compound annual growth rate. 1 Risky Business Whether they are pursuing market leadership, hoping to leverage synergies across an installed base, or needing economies of scale, most industrial manufacturing and components (IM&C) companies engage in mergers, acquisitions, and divestitures for two reasons growth and the promise of huge benefits and gains to shareholders. However, growth is fodder for risk, and few areas of business are as risky as mergers and acquisitions. Despite continued recordsetting global deals, at least half are doomed to failure. In fact, Wharton research places the range of failure at 50% to 80% risky business, indeed. 2 A Common Path to Success Mergers typically fail at the process and systems integration phases. Integrating the sales force to sell new products Success depends on your company s ability to meet the challenges of postmerger integration. and services, reporting results for a newly combined entity, and setting up processes to encompass new divisions are no small tasks. Success depends on your company s ability to meet the challenges of postmerger integration. These challenges are especially critical for IM&C manufacturers, as combining complex supply chains and assimilating unfamiliar products and processes can be daunting. However, the time to address postmerger challenges to ward off failure is not only when they happen, but a long time before in the premerger assessment phase. During this phase, it is important to define the role of your IT group in facilitating a rapid and effective integration. To assure a successful merger, an integrated business process platform is required to ensure integrated processes and harmonized information. To execute mergers flawlessly, many companies that lead in mergers, acquisitions, and divestitures use such a platform. IT s involvement in implementing and supporting the platform throughout the planning and execution phases is essential. In an SAP study completed in December 2006, 175 leading companies spoke about the business initiatives they undertook to ensure operational excellence or improve business agility and how IT supported these initiatives. 3 For companies pursuing mergers and acquisitions, IT organizations played a significant role in reducing the time required to synergize assets, processes, and systems between the merged companies. The study revealed a common path (see figure) successful IT organizations used to support mergers and acquisitions. In addition, the following technology elements are required to support successful mergers, acquisitions, and divestitures: Tools and services to assist your IT team in conducting the premerger assessment for potential synergies A flexible and adaptable IT environment to help IT merge and align processes that support your corporate growth strategy An end-to-end solution for the common path to accelerating postmerger integration 1. Why Do So Many Mergers Fail? (Knowledge@Wharton, knowledge.wharton.upenn.edu/article.cfm?articleid=1137&specialid=30, March 30, 2005). 2. Ibid. 3. Enabling Growth Through Mergers and Acquisitions, SAP Executive Insight, (SAP AG, 2007), p. 7. SAP White Paper Madness? Mergers, Acquisitions, and Divestitures 5

6 6 18 months 3 6 months Govern your IT environment Consolidate processes/systems Business impact Premerger Implement master-data management Consolidate business intelligence platforms 4 6 months Consolidate integration bus Develop composite Adaptable processes Rapidly merge processes, realize synergies with composites to cross-sell Bring users on board rapidly Manage users identity Empowered users Extend processes to customers, suppliers, and employees using the most appropriate user interface Optimize IT Consolidate a portfolio of acquired applications and platforms Trusted information Build an accurate business case for the merger based on common suppliers, customers, and products, and faster consolidation of financial reporting Months Figure: A Common Path to Successful Mergers, Acquisitions, and Divestitures 6 SAP White Paper Madness? Mergers, Acquisitions, and Divestitures

7 Premerger Assessment Phase Building Business Value The Role of IT The premerger assessment determines the value of the merger, acquisition, or divestiture. To execute an acquisition, you may need a strategy management solution to help you make the right decision. The same solution can also help you manage your goals, initiatives, and metrics during and after the merger; it can make it easy for individuals and groups to collaborate within your orga nization. During the assessment, IT teams can address any limitations to rapid postmerger integration. They may, for example, integrate processes, identify master-data management (MDM) issues that need resolution, or replace inflexible systems that inhibit change. They also assess the presence or lack of synergies between the merging companies and determine how this may impact the new company s infrastructure and applications. The premerger assessment phase provides an opportunity to conduct a peerto-peer analysis comparing the acquiring and target companies. You can analyze and compare the value of master data for all enterprise business applications, including enterprise resource planning (ERP), customer relationship management (CRM), supplier relationship management (SRM), and HR applications. You can also assess each company s current governance and compliance procedures and the use of management tools for governance, risk, and compliance (GRC). In this regard, by evaluating the overall software architecture and implementation of end-to-end business processes, your IT team can ascertain potential security vulnerabilities that should be addressed during postmerger integration to mitigate risk to the acquiring company. In some cases, this may include the implementation of an identity management solution. Gain the Insight You Need The premerger assessment phase supplies the insight you need into the following aspects of a merger, acquisition, or divestiture. Goss International Corporation Industry: Industrial machinery and components Revenue: US$1.2 billion Employees: 4,000 Summary: Goss makes commercial web presses, and its presses are huge some four stories high and as long as a football field. Following the acquisition of Heidelberg Web Systems, Goss found itself saddled with redundant data, duplicate systems including 75 separate applications and nonstandard business processes. Goss needed to standardize processes on a single instance of the SAP ERP application. It was also hobbled by the cost of a data center service agreement and needed to create its own data center. Therefore, Goss set an objective to achieve One IT by standardizing its global business processes. Shared Customers You need to assess the existing relationships of shared customers and find ways to retain those customers after the merger or acquisition. Unified master data and integrated applications ensure that the merged company has insight into profitable, top-line customers and can focus on them immediately. These customer relationships are vital to IM&C manufacturers, as the combined company can now leverage economies of scale to serve joint customers faster and more efficiently. Results with SAP: 95% fit between Goss s needs and SAP best-practice road maps for industrial machinery and component manufacturers Enhanced change order control and focus on core objectives of aligning processes and features by following best-practice road map Launch of new data center in six months Single global instance of SAP ERP and a single database to support 1,200 users at Goss sites in 6 countries Annual savings of $5 million in data center contract maintenance fees, plus lower support costs due to reduced IT complexity Enhanced analyses and planning with integrated financial information Improved service and sales with accurate, up-to-date customer information Reduced inventory using shared services SAP White Paper Madness? Mergers, Acquisitions, and Divestitures 7

8 Prospects or Target Markets By analyzing customer data to identify size, geographic location, or industry, the acquiring company can assess potential market growth. This information also has direct impact on where to locate manufacturing, distribution, and sales facilities. The premerger assessment phase provides an opportunity to conduct a peer-to-peer analysis comparing the acquiring and target companies. Shared Vendors Merging companies need to identify duplicate vendors across various procurement activities to streamline costs and form an efficient merged entity. Consolidating vendors and leveraging buying power with higher volumes are key drivers for IM&C mergers. Products By assessing products in a combined portfolio, companies can determine overlap and pricing inconsistencies, identify redundant or similar products and their impact on customers, and communicate product transition plans to joint customers. This step ensures that all engineering, materials management, and manufacturing operations are in synch and not unknowingly competing against each other or duplicating efforts. Employees By assessing roles and responsibilities, companies can pinpoint overlap and work with the HR organization to identify and retain top talent. It is critical that employee benefits and compensation continue without interruption and that employees realize quickly that they can rely on the merged entity for day-to-day operational requirements. The cultural differences of shop-floor employees that have never worked together in the past can often be the first significant hurdle of an IM&C merger. Technology Landscape Finally, the premerger assessment includes an evaluation of the overall synergy of IT systems, including the enterprise architecture, hardware, networks, data stores, technology platforms, business software, and user interfaces. The evaluation is essential to planning your comprehensive migration path and more accurately estimating potential savings. 8 SAP White Paper Madness? Mergers, Acquisitions, and Divestitures

9 Postmerger Integration Phase Building End-to-End Business Processes The Pitfalls of Postmerger Integration A flexible and unified IT environment facilitates postmerger integration by maximizing interoperability, shortening development time, and enabling seamless integration internally and across merged companies. With such an environment, your IT organization can deliver significant value in the postmerger integration phase. A flexible IT environment can help reduce the risk and effort of integration. In such an environment, IT can unify the IT infrastructure of the merged companies by setting an order of priority and consistently communicating changes to the employees, customers, and partners impacted by the merger. In addition, a flexible IT environment helps your IT team to drive cost savings by identifying and eliminating redundant data, processes, software, or systems. A flexible and unified IT environment is one of your best defenses against the pitfalls of postmerger integration, which include the following. Overestimating Synergies It is not difficult to overestimate the value and underestimate the timing of a merger without the right data or tools to evaluate and calculate synergies. Merger makers often overestimate potential synergies and underestimate costs created by the merger. As a result, mergers frequently fail to achieve expected revenues. Customer Loss One of the top priorities in a merger is determining which customers are profitable and creating a plan to retain them. Surprisingly, the failure to successfully transition customers to the newly merged entity is a common postmerger story. This failure can happen for many reasons, such as lack of consistent CRM processes, product duplicates, a changed product portfolio, loss of a trusted sales team, and inconsistent pricing, maintenance, and support. Employee Attrition It is important to understand that when employees leave as a result of a merger, it is not the underperformers who defect; it is usually the top employees. One study of failed acquisitions found that management attrition rates soared 47% over the three years following the acquisition, with employee satisfaction dropping by 14% and productivity dropping by 50%. 4 According to a study by Hewitt Associates of Asia-Pacific companies, top HR issues in mergers, acquisitions, and divestitures include retention of key employees, compliance with applicable laws, and alignment of culture, compensation, and benefits. 5 There may be other factors that hinder your ability to retain top employees, such as undefined or duplicate roles, the lack of consolidated employee data, or incompatible HR systems. Supplier Consolidation In a merger, cost reduction through consolidation of suppliers can add value to the supply chain. However, in many mergers, these consolidation opportunities are often overlooked. You miss opportunities for collaborative efforts with partners in product development, materials management, supply chain, manufacturing, marketing, and sales. Poor Tracking of Key Performance Indicators A successful merger depends on management having visibility into the performance of the combined companies, but this may not be possible with disparate systems and databases. Nevertheless, the ability to measure and analyze key performance indicators, even before underlying systems are integrated, is mandatory to understanding the success, partial success, or failure of a merger or acquisition. Without the ability to track performance, you cannot identify issues early enough to avoid problems and the resulting loss of revenue control. 4. Merger & Acquisition Integration Excellence Executive Summary (Best Practices LLC online database, www3.best-in-class.com/bestp/domrep.nsf/content/ d3c73c dda0056b49c!opendocument, 2000). 5. The Real Cost of the Deal, Hewitt Quarterly Asia Pacific, volume 5, issue 1 (Hewitt Associates LLC, 2007). SAP White Paper Madness? Mergers, Acquisitions, and Divestitures 9

10 Slow and Incomplete Integration Booz & Company research suggests that more mergers fail because of inadequacies in the integration process than because of a fundamental flaw in the concept. 6 Without a flexible and adaptable IT environment, it can be extremely difficult to merge systems, processes, and assets. In a wellorganized merger, this challenge is addressed in the premerger assessment phase, so that the adequate IT environment is in place at the postmerger integration. Bridging the Gaps By integrating existing applications and creating new shared-user interfaces, you can enable end-to-end business processes across merged organizations. You can also support expanded product or market breadth while minimizing costs by integrating new products into key systems and centralizing MDM. Finally, you can enable increased business scale by supporting expanded locations, offerings, and customers with new, quickly composed services and applications. From a manufacturing perspective, the faster everyone is using the same data and same solutions, the faster the benefits of the merger or acquisition can be realized. A flexible IT environment can help reduce the risk and effort of integration. Again, if you have prepared early and comprehensively for a merger, acquisition, or divestiture and have aligned your processes with your growth strategy, you can speed and simplify the postmerger integration. Just as essential, you can also create a stable and reliable environment to support your core business during the transition. 6. Post-Merger Integration ( Booz & Company [N.A.] Inc.). 10 SAP White Paper Madness? Mergers, Acquisitions, and Divestitures

11 Solutions for Mergers, Acquisitions, and Divestitures Building Blocks to Beat the Odds Across manufacturing and over 25 industries, SAP has decades of extensive experience in global mergers, acquisitions, and divestitures. From this experience, SAP has learned how to apply specific SAP solutions and services to facilitate an end-to-end solution. SAP resources ranging from merger, acquisition, and divestiture consulting services to the application building blocks that result in a flexible IT platform help you navigate through the preassessment and postmerger phases with confidence and speed. Solutions for the Premerger Assessment Phase The SAP solutions and their roles in supporting the phases of mergers, acquisitions, and divestitures, beginning with the crucial premerger assessment phase, include the following. Strategy Management The SAP Strategy Management application is part of SAP solutions for enterprise performance management a comprehensive set of solutions that help your company capitalize on the value of your existing data assets. Because extension of the enterprise is implicit in most acquisitions and mergers, you may require other solutions in the enterprise performance management set of solutions, in addition to strategy management. SAP Strategy Management helps you make the right decisions during the execution of an acquisition and align the acquired company s growth strategy with yours. As divestitures are implicit in many mergers and acquisitions, the application also enables you to expeditiously and completely decouple a business unit you need to spin off, or decouple an unwanted unit you gained in an acquisition. Before, during, and after the acquisition and merger, strategy management functionality helps you drive execution across the enterprise. It helps you manage your goals, initiatives, and metrics for performance in a way that enables everyone in your company to truly understand how your goals affect dayto-day and long-term operations, how to support them, and how to measure success. Only when decision making is honed and all accountable individuals are linked and aligned to your goals, initiatives, and metrics can your organization achieve its short-, medium- and long-term objectives. In the broad term, with SAP Strategy Management and solutions for enterprise performance management, your company can improve its agility, alignment, visibility, and confidence to optimize control and gain competitive advantage. Enterprise performance management solutions cover enterprise planning, financial consolidation, profitability and cost management, financial performance management, and analytics. All SAP solutions for enterprise performance management can integrate with SAP Business Suite applications; SAP solutions for governance, risk, and compliance; and the SAP NetWeaver technology platform. For more information on SAP Strategy Management and other enterprise performance management solutions, go to management/pcm/index.epx. Business Planning and Consolidation To manage and monitor the performance of your mergers, acquisitions, and divestitures, you need accurate, timely financial and operational data so you can effectively plan, budget, forecast, and analyze. During a merger or acquisition, you also need the ability to integrate corporate and departmental planning, intelligently model cost scenarios, and perform sensitivity analyses to determine operational budgets based on strategic plans and assumptions affected by the acquisition, merger, or divestiture. Lastly, you need a way to ensure a fully documented audit trail and compliance with guidelines for consolidating and reporting company information internally and externally for the new entity. For use during the premerger assessment and postmerger integration phases and beyond the SAP Business Planning and Consolidation application can meet your budgeting, planning, consolidation, and reporting requirements in a single application and user interface. It supports the full array of top-down and bottom-up financial and operational planning needs, as well as the consolidation processes necessary to ensure a timely financial close. As a result, you can gain the confidence to meet increasingly stringent regulations and reporting requirements across the globe. For IM&C companies, global trade and environmental compliance SAP White Paper Madness? Mergers, Acquisitions, and Divestitures 11

12 play key roles when operations are merged. As with financial compliance, global trade and environmental regulations must be uniform across all manufacturing and distribution locations. SAP Business Planning and Consolidation can help you improve decision making with risk-adjusted planning that identifies the probability a situation may occur, enabling you to take preemptive action. Your managers can use the application to collaborate in a unified landscape, streamlining the process of creating and approving plans and budgets. In addition, the effective use of built-in business-process and self-service flows reduces time spent on modifying common business processes, and an intuitive interface with familiar office tools helps increase employee productivity. The application minimizes business and compliance risks by supporting transparent financial data and a single version of the truth to enable fast and accurate management and statutory reporting. Solutions for the Postmerger Integration Phase The solutions you need to support postmerger integration depend on the nature of your business and the mergers and acquisitions you undertake. The following SAP solutions, however, are basic and essential to supporting the postmerger integration phase. Identity Management The SAP NetWeaver Identity Management component gives you the ability to centralize identity management and helps to increase security across heterogeneous, service-oriented architecture Without a flexible and adaptable IT environment, it can be extremely difficult to merge systems, processes, and assets. (SOA) landscapes. The identity management component works across systems and across business processes to manage identities and ensure security in real time. As companies service-enable their applications, the combination of distributed enterprise services with powerful cross-system business processes requires that identities are managed in an integrated, straightforward, and simple manner. By combining proven, flexible, and easy-to-configure identity management software with industry-leading business applications and an SOAbased technology platform, SAP can offer an end-to-end identity management solution. This solution increases the flexibility and agility of business units when managing employee identities and when managing identities across company boundaries with customers, distributors, or suppliers. Because the component s virtualization and user provisioning technologies are built on SOA, it can offer identity management as a service providing scalable, real-time, and standards-based access to identity information residing in multiple repositories. Resource and Portfolio Management For mergers and acquisitions, the SAP Resource and Portfolio Management (SAP RPM) application helps you maximize the value, balance, and strategic alignment of your product portfolio. In support of your organization s need for strategic and operational portfolio management, SAP RPM provides an enterprise-level solution for the management of a full range of portfolios, including product innovation management, professional service, and enterprise IT. SAP RPM enables you to better control and innovate projects, processes, products, and services across their life cycles. Powered by SAP NetWeaver, SAP RPM snaps on to existing heterogeneous IT landscapes and leverages data from disparate systems, including HR, financial, project management, and desktop systems. This enables new, cross-functional business processes and provides ready insight into operations. For example, built-in integration with systems running SAP and non-sap software provides transparency into actual project costs, forecasts, baselines, and other key performance indicators across your entire portfolio. Deep integration with your HR solution, including visibility into the organizational structure to support both line-of-business and talent management, enables resource allocation and strategic capacity planning based on up-to-date information on skills, availability, and approval work- 12 SAP White Paper Madness? Mergers, Acquisitions, and Divestitures

13 flows. Furthermore, by drawing on data from disparate applications and systems, flexible dashboards and sophisticated analytics enable continuous monitoring of your portfolio s performance. During mergers and acquisitions, SAP RPM aligns activities, resources, and budgets with business priorities. So you can maximize the value of your portfolio and leverage your existing investments in IT systems, skills, and resources. And, together with other SAP solutions powered by SAP NetWeaver, SAP RPM can support your new-product development and introduction processes. Master-Data Management Because the rationalization and integration of data and information is critical to supporting mergers, acquisitions, and divestitures, a master-data management solution is probably the most essential solution requirement. Part of the SAP NetWeaver technology platform, the SAP NetWeaver Master Data Management (SAP NetWeaver MDM) component is a comprehensive solution capable of supporting true enterprise-wide masterdata management. Master Your Data SAP NetWeaver MDM not only helps you create the master data resulting from an acquisition and merger, but it also empowers you to master your data. In the context of mergers, acquisitions, and divestitures, SAP NetWeaver MDM helps you aggregate financial data, rationalize business processes, and gain a single view of products, customers, and employees. It helps you retain customers by focusing on those with the deepest relationships and greatest profit potential. It enables you to optimize your product portfolio by retaining high-margin products and spinning off the rest. And you can rationalize your workforce by identifying key skill sets and matching your best employees with available jobs. Rationalize Your Processes and How People Use Them In a merger, master-data management first comes into play following the creation of the physical infrastructure selecting the hardware, servers, and networks to facilitate information while removing excess infrastructure to save money. After the infrastructure is ready, an MDM solution is used to rationalize the business applications that support different development cycles or that come from certain vendors. This is difficult to achieve and takes much longer without an MDM solution. At this point, many companies outsource or consider shared services. Even more difficult than rationalizing applications, however, is rationalizing processes and how people use them. To achieve this during the postmerger integration, you need to create a single view of your products, materials, customers, and employees. A comprehensive MDM solution enables you to capture this view; without this, it can take a long time to accrue the benefits of the acquisition and subsequent merger. In truth, it can take so long to achieve benefits that management may lose focus on the whole process. With the single view enabled through an MDM solution, however, the effectiveness of the acquisition can be expedited rapidly, and benefits can be realized sooner. Enable Dynamic Integration During postmerger integration, a comprehensive MDM solution offers flexibility by supporting dynamic integration in a complex, heterogeneous environment filled with different systems, databases, repositories, and applications. MDM functionality gives you the ability to bring together data from many different sources and rationalize it easily and quickly. Provide Centralized Data and Support for Remote Locations Today, many companies still do not have an enterprise-wide master-data management solution, resulting in lowquality data that is often difficult to access. However, a comprehensive MDM solution houses master data in a central repository that is easy to access and use. With such a solution, even as the postmerger integration is proceeding, you can have the accurate and consistent metrics and analytics you need to stick with your growth strategy. As companies implementing an MDM solution build a single view of products and customers, they can focus more precisely on where they actually do the business process where they launch an available-to-promise inquiry for a customer or start the development of a new product. They know that the applications supporting these activities may be quite remote from where the master data itself is created and managed. During postmerger integration, a comprehensive MDM solution supports the complex business processes and services you need for disparate and remote operations. SAP White Paper Madness? Mergers, Acquisitions, and Divestitures 13

14 Best Practices in Master-Data Management The best practice of preparation applies to master-data management, because master-data management should be part of your portfolio approach and infrastructure prior to an acquisition and merger. It allows you to analyze the merging company s master data, reconcile it as a preliminary step, and use that data to execute the acquisition and merger transactions. If you re a manufacturing holding company, for example, you can make master-data management part of your portfolio approach and enable new acquisitions to merge with your company quickly and efficiently through the use of a global template. A second best practice to follow in mergers, acquisitions, and divestitures is defining scope. If you are acquiring a company because of its sales channels, you would implement master-data management focused on the customer. If you are acquiring a company to rationalize your product or supply base, master-data management would focus on product and supplier rationalization and on manufacturing consolidation. Preparing, defining, and publishing the scope before you put people on the ground helps you achieve benefits more quickly. Solutions for Building a Business Process Platform To help an IT organization achieve the agility it needs to support mergers, acquisitions, and divestitures, SAP software, services, and technology support the evolution of existing IT infrastructures into a more flexible business process platform. A business process platform is a unified environment based on SOA that companies implement to perform business processes across the IT landscape. In SOA software can be defined and written as building blocks of Web services that conform to a set of standards and principles, which allows for their execution and reuse. Based on open standards, Web services facilitate greater interoperability between software systems, integration of applications, and rapid innovation of new business processes. To deploy a business process platform, IT organizations can start with the SAP NetWeaver technology platform and software from SAP to help manage current business processes more efficiently and cost-effectively. IT teams can build upon these SAP solutions and extend their business process platforms by adding SAP and non-sap functionality to meet specific needs. SAP provides the following building blocks to support a business process platform. Ready-to-Execute Software for Business Processes SAP applications, such as those that comprise the SAP Business Suite family of business applications, are SOA enabled and provide functionality for running core business processes. This functionality can be adapted easily using enterprise services. Reusable Enterprise Services SAP solutions that support business activities are modularized into process steps and exposed through enterprise services. These enterprise services share common business semantics to improve governance and communication between applications. Unified Technology Foundation SAP NetWeaver unifies technology into a stable foundation that enables the smooth operation of core applications across a heterogeneous environment. It also supports rapid innovation by delivering hundreds of Web services that can be combined and extended via easy-to-use composition tools. Building on an Integrated IT Environment With a business process platform en - abled by SAP software and technology, IT organizations can respond rapidly to change, drive business process innovation, and reduce costs across the merged companies. For example, to - gether with the SAP NetWeaver Process Integration offering, SAP NetWeaver MDM can consolidate data, remove duplicates, and merge customer records. Then, using a sales cockpit and the SAP NetWeaver Portal component, you can enable account managers to access all available information about a particular customer and perform complex pricing calculations quickly. 14 SAP White Paper Madness? Mergers, Acquisitions, and Divestitures

15 The Hallmarks of Successful Mergers and Acquisitions Strong Leadership, Cultural Adaptability, and Flawless Execution Whether the objective of your acquisition or merger is acquiring new markets, realizing cost synergies, or obtaining new technologies, achieving it depends on preparation, strong leadership, cultural adaptability, and flawless execution. As discussed earlier, many leaders who flawlessly execute mergers, acquisitions, and divestitures leverage an integrated business process platform to help them achieve their objectives, which are the following: Standardization. Leaders know speed is of the essence. When are the board and financial markets expecting results from the merger? How long will customers be patient if there is a service disruption? Only through standardized processes can an organization scale and provide consistent results. A business process platform is the fastest way to drive common business practices across a merged organization. Visibility. Leaders need to determine which savings potential they can realize without interrupting or jeopardizing the business. In which market segments can they cross- and up-sell? Acting upon the right information of the joint entity is critical. Only integrated systems can provide the needed information at the speed of change. Whether the objective of your acquisition or merger is acquiring new markets, realizing cost synergies, or obtaining new technologies, achieving it depends on preparation, strong leadership, cultural adaptability, and flawless execution. Control. Leaders are aware of the risks. Which employees and customers need to be retained at all costs? Which employees and customers are most likely to defect? Without control over these and other critical aspects of the business, the answers remain guesswork. And guessing is risky. Communication. Leaders focus on culture and people. How will the organization cope with change? What values define the new organization? Standardization, visibility, and control are all critical in supporting effective communication to the organization. When joint achievements are visible through standardization, they can be communicated more rapidly. This, in turn, creates greater employee satisfaction and a positive outlook on the future prospects of the merged business. Where to Go to Beat the Odds To take the MADness out of mergers, acquisitions, and divestitures and level the playing field for your IM&C company, visit SAP today at /solutions/executiveview/finance /index.epx. SAP White Paper Madness? Mergers, Acquisitions, and Divestitures 15

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