APPROACH AND STRUCTURE FOR A SUCCESSFUL INTEGRATION

Transcription

1 APPROACH AND STRUCTURE FOR A SUCCESSFUL INTEGRATION

2 About this Document Objectives To communicate the current thinking on the integration approach and structure for successful integration To solicit feedback and input on the approach Contents Integration Guiding Principles (Example) Integration Approach Objectives Integration Approach Overview Integration Team Structure & Phase Overview Integration Project Roadmap

3 Integration Guiding Principles CUSTOMERS FIRST. We must take actions that prove to our end customers, consulting engineers, and reps that they are important to our success as a combined firm. RESPECT FOR PEOPLE. We must treat each other with respect and integrity and be honest in our communications with each other and our employees. SPEED TO VALUE. We must execute quickly to ensure the theoretical value and synergies we see in the combination are translated to real and measurable business results

4 Objectives of the Integration Approach Provide forum for clear decision making and risk management Logically structure the work so that accountabilities are clear even though the organization is not yet fully defined Facilitate rapid yet thoughtful planning for the achievement of synergies Enable efficient communications and coordination among teams, functions, and business processes Facilitate a rapid integration that starts immediately upon transaction close

5 Integration Vision and Strategy Vision: Integrate the two companies in an aggressive time frame that allows the companies to quickly realize the synergies and maximize shareholder value Strategy: Under the direction of the Steering Committee, an Integration Management Office (IMO) will be established to manage and implement multiple concurrent integration work streams focused on: Achieving synergy targets through good execution and tight financial control Consistent and candid communication Prompt issue escalation and resolution Continuing business operations without disruption Reporting progress in a consistent manner at appropriate levels of detail for all stakeholders Engaging resources early and often to collaborate on the effort

6 Integration Approach Overview We envision a four-phased integration approach to complete the transition to the combined company Pre-planning (announcement through kickoff) High-level planning (kickoff through January 15) Detailed planning (complete prior to close) Implementation (post close) Integration teams have been identified that map to key value drivers of the deal and functional areas. These teams will develop plans for a new, combined operating model and plans to transition to that model. Initial integration activities focus on completing discovery and defining the high-level operating model for the new firm. Implementation of the plans (and the realization of synergy objectives) will be carried out post close by the new organization

7 Overview of Integration Process 2 Weeks 4 Weeks 6 Weeks TBD Announcement Close

8 Integration Structure Executive Team BoD Oversight Monthly Review progress and resolve major open issues Agree very early on the integration strategy: Objectives Extent of integration Finish line Steering Committee Integration Management Office Weekly Daily Manage top level priorities & issues Facilitate work streams Set priorities within work streams Finance / Accounting Legal Facilities Technology HR/OD Operations Sales Marketing Products & Services

9 Steering Committee Core Members CEOs/Presidents Operating Executives CFOs CIO Legal Counsel Senior Executive HR Integration Manager Additional Participants (as needed) Responsibilities Determines top priorities and timelines for the integration Define and communicate combination objectives/parameters (including known integration strategies and synergy targets) Articulate guiding principles Monitor progress of the deal, due diligence, and integration teams Receive regular updates Report progress to the Board Anticipate, assess, and manage risks Remove roadblocks, make decisions and resolve issues for top-level priorities

10 Integration Management Office Communications lead Synergy program manager Administrator PRITCHETT consultant Integration manager* Responsibilities Provide tools & templates to facilitate planning Set-up appropriate forum for communication/linkage/review Oversee development and executions of plans of plan Assist in tracking and resolving issues Manage and mitigate project risks Support the Steering Committee and Board, and monitor progress against integration objectives * Indicates team leader and coordinator

11 Presentation This entire presentation in PowerPoint format, including 6 additional slides (not part of this PDF), can be accessed online by: PRITCHETT consulting clients Paid MergerIntegration.com subscribers or Merger Integration Certification Workshop attendees 11