Mergers & acquisitions

Transcription

1 Mergers & acquisitions Experts in crafting international expansion strategies for US businesses. Get in touch mcn-hr.com +44 (0)

2 Meet the global M&A HR specialists Seamless mergers and acquisitions MCN Global HR helps organizations harmonize and drive their people priorities during transactions such as mergers & acquisitions, carve-outs, divestitures, spin-offs and IPOs. MCN will make the experience seamless by advising on and, where required, executing all of the necessary HR processes. By choosing MCN Global HR, our clients avoid recruiting expensive in-country specialists or legal teams for each of their international operations, as well as the frustration of dealing with multiple service providers across different timezones. This includes conducting pre-transaction international HR, compensation & benefits and immigration due diligence and, subsequently, the post-transaction international compliance audit. RIF (Reduction in Force) is always a potential consideration when dealing with mergers & acquisitions and MCN will advise, develop and execute strategic planning surrounding this. These services are offered on an ongoing, ad hoc basis to your corporate HR/management team until the global HR infrastructure is ready to transition, offering pragmatic solutions for a satisfactory commercial outcome. We re experts in crafting international expansion strategies for US businesses and are uniquely placed to offer expert insights into regional employment laws and practices across the globe, helping you mitigate your international expansion risks. MCN is a part of FMP Global, the international HR and payroll services company. GLOBAL HR

3 Director of Operations May Wong Prior to MCN Global HR, May managed the HR consulting division of a UK-based international business consultancy where she was responsible for delivering HR consultancy services to clients consisting of companies of all sizes in EMEA, Asia, Pacific and Latin America. A University of Cambridge graduate with a Masters Degree in Human Resources Management, May has had international HR roles at Goldman Sachs in Frankfurt, Hong Kong, London and Zurich. She is also an associate member of the Chartered Institute of Personnel and Development. Director of Business Development Chris Davies Chris has over 20 years HR expertise assisting US corporates to expand globally, specializing in early start-ups, pre-ipo or those organizations in the midst of M&A transactions. Previously heading up the international function of three leading G&A outsourcing providers, he provides stakeholders within high-tech US businesses with the guidance needed to exceed objectives whilst mitigating risk. Chris majors in employment law, employee compensation and benefits, and immigration and global mobility. Director of Client Services Nicky Walsh Before MCN, Nicky led the Compensation and Benefits division of an international business consultancy. She was instrumental in the multi-country rollout of benefits for numerous clients across the globe, working closely with CFOs and HR directors to support them with their global expansion. Nicky has over 20 years of global HR expertise and her M&A projects have included taking one company from 4 countries to 22 overnight across EMEA, APAC and LATAM. She is an associate member of the Chartered Institute of Personnel and Development.

4 HR and the mergers & acquisitions journey Before embarking on your expansion MCN will help you to decide which country/ies will suit your business best MCN will review the potential challenges & risks of the merger or acquisition, & then assist you in mitigating them You ll enter the process with a clear view of everything including litigation, immigration, compensation & contracts Pre-transaction due diligence MCN Global HR helps organizations proactively respond to the HR challenges associated with pretransaction due diligence. Before a merger or acquisition takes place, due diligence must be exercised to ensure that you understand your target company s current HR status and to be aware of any and all risks and impacts to you and the deal. Mitigating risk is critical to the success of any transaction whether that be financial or operational, and MCN will support you throughout. If possible, consulting with MCN before you make any firm decisions is preferable as they can help you in assessing your options and deciding which country(ies) is best for your company based on a number of factors. MCN will assist you in reviewing: Employment contracts Past or pending employment litigation Benefits Compensation Change in control provisions Entity and employment structure Policies Union or bargaining agreements Organizational structure

5 During the merger or acquisition, MCN takes the helm of your company s HR processes to ensure a smooth, legal and timely process MCN will tailor a communications strategy to your business to keep employees engaged during the transaction After the transaction MCN will continue supporting your company to ensure a seamless transition for all A smooth delivery Whilst the merger or acquisition is taking place, MCN will drive HR compliance on behalf of your company to ensure adherence to relevant legislation. This includes establishing appropriate timelines to carry out consultations with unions, employees and employee representatives; managing the preparation and delivery of all relevant employment documentation; managing visa/work permit applications for all individuals; and establishing any new employee benefits plans, or coordinating and executing a switch of existing plans to the new employer. An employee communications strategy will be tailored to your business to be used throughout all of the above, to ensure that the entire workforce is engaged during the transaction, minimizing attrition of key performers. Post-transaction integration After your transaction, MCN will continue supporting you in achieving a successful integration. They will help you with the following: Harmonization of terms and conditions of employment Identifying differences in terms of employment and carry out legally compliant procedures to amend, as appropriate Assuming the role of your internal HR function on an interim basis, until your own HR structure is established. During this time MCN will be the first point of contact for your employees and management. This ensures a seamless transition to new HR operations, enabling an uninterrupted user experience for everyone involved Strategic advice on new organizational structure, including workforce reduction planning if necessary.

6 Case study: Iconex Acquisition of 740 employee division in 21 countries Our client is a private equity company comprising 17 platform companies with approximately 23,000 employees that operate from over 120 facilities worldwide. They acquired a division of a global technology company, employing over 700 people in 21 countries and established it as a new, standalone business, trading independently from the parent company. MCN was tasked with managing the employee transfer, working with the purchaser and seller senior management teams, the seller HR division and local legal counsel benefits brokers in each country to ensure a smooth transition for all involved. The project involved: Advising on the nature and implications of the employment change as a result of the transaction Advising on, preparing and issuing the appropriate paperwork to individual employees, including new employment agreements and transfer of employment letters Supporting employee consultation processes and ensuring legal requirements were met Identifying individual immigration requirements and taking the necessary steps to ensure migrant workers could continue working in the new organization post-sale Replication of the seller s employee benefits programmes, establishing new insurance programmes for the purchaser and overseeing the enrolment or transfer of all impacted employees into these Supporting the smooth data transfer between seller and purchaser payroll and HR functions Overall project management of the HR compliance activity, ensuring key stakeholders from all parties were always up to date on progress and milestones Acting as the employees main HR point of contact to offer a seamless transition from the seller s HR support. Following the closure of the transaction, MCN has been embedded in the new company s global HR division, providing ongoing HR and employee benefits support to anyone who needs it, and building HR policies and processes in alignment with the client s new HR model.

7 Case study: Indivior De-merger of 60 employee division in 15 countries Our client is a pharmaceutical company that has demerged from the original parent company that had approximately 37,000 employees, operating in over 60 countries. Our client has established themselves as a new stand-alone business, trading independently from the parent company with 60 employees in 15 countries. MCN was tasked with managing the employee benefits transfer from an HR compliance perspective, working with brokers, providers and insurers on a global basis to ensure a smooth transition and positive employee experience. Following the transfer of employees, MCN is fully embedded in the new company s global HR division, acting as the first point of contact to employees (existing and newly hired) in regards to their employee benefits. MCN works in partnership with the internal HR leadership team, helping to develop internal policies and procedures and shaping the company s employee benefits philosophy. The project involved: Re-negotiation of employee benefit contracts with a reduced headcount, with the objective of minimizing potential increases in costs Retaining employee benefits on a matched basis to the parent company scheme Transference of car fleet management in a smooth and timely fashion, ensuring minimal disruption to vehicle users Development and management of bespoke global employee benefits portal, providing live data to employees, HR management and external payroll. GLOBAL HR

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