【正文】 98 Value Capture of Top Performers Over Time 15% Year 1 Year 2 Cumulative Value Capture After Two Years 85% Time Closing the Deal 1 2 3 4 5 6 7 8 9 10 10 8 6 4 2 0 2 4 6 Value Capture/Loss ($ MM) Year in Which Synergies Are Realized Timing of Synergy Realization Is Also Critical Source: Marl L Sirower : The Synergy Trap. Calculated based on a $10MM acquisition premium, representing 50% of market value In our experience, the most critical element in achieving targeted benefits is speed . Kearney 4/1375C/Merger Integration 1083 19 _Macros 15 Proposed Overall Approach . Kearney 4/1375C/Merger Integration 1083 19 _Macros 16 . Kearney has a flexible merger integration framework with a prehensive toolkit to support planning and implementation throughout the merger process to ensure value capture . Kearney’s Merger Integration Framework Develop Strategy Establish Structure and Plan ?Merger/Acquisition options ?Create/articulate/validate — Markets/customers — Competition — Resources — Sources of value ?Understand type of merger ?Establish the integration program ?Build integration capability ?Assess sources of value ?Develop anization strategy design ?Develop IT integration strategy ?Design/harmonize HR policies ?Create master plan and prioritize ?Validate sources of value ?Implement quick hits ?Develop SOV IT enablers ?Implement HR plan ?Monitor progress and risk ?Execute the plan ?Realign the anization ?Implement IT integration plan Merger Manage ment Sources of Value Merger Enablers Change of Control Shareholder Approval MOU Integrated Planning and Initial Rollout FullScale Rollout Day One Phase 0 Phase I Phase II Phase III Multiple Tools Exist for All Cells . Kearney 4/1375C/Merger Integration 1083 19 _Macros 17 This allows merging entities to rapidly capture available sources of value by focusing on operational synergies, as well as seamlessly merging the anizations Merge the Organizations as Seamlessly as Possible ? Develop and municate a shared strategic agenda ? Define — Organization structures/leadership — Key business processes — Technology platform/architecture — Change integration requirements ? Drive top line growth — New value propositions/products — Cross selling/sales pull through — Ensure customer focus/retention ?Integrate daytoday operations ?Ensure sustainable change ?Position for growth ? Achieve $ XX million (annual rate) of synergy savings within 12–18 months — Sales — Operations — Procurement — Corporate overlap and duplication — Cost of distribution — Technology/RD — Others to be identified ? Eliminate/minimize sources of risk ?Drive the shortterm value ?Exceed the market’s expectations MI Sources of Value Achieve Growth Synergy and Cost Synergy Targets as Quickly as Possible . Kearney 4/1375C/Merger Integration 1083 19 _Macros 18 The program structure supports focused value capture teams working across all SBU/Geographic teams Illustrative Integration Office Others Steering Committee Business Development Team Corporate Center Team Global Operations Team Global Sourcing Team Technology/ RD Team Human Resources Team Information Technology Team SBU A or N. America SBU B or Latin America SBU C or Europe SBU D or Asia Pacific BU driven integration to set priorities Focused on value capture across the businesses Market Facing Teams Value Capture Teams Enabler Teams ? Set overall direction ? Make critical decisions ? Develop guiding principles ? Provide integration management leadership and support . Kearney 4/1375C/Merger Integration 1083 19 _Macros 19 Implementation FullScale Rollout Integrated Planning and Initial Rollout Establish Structure and Plan By launching the integration effort prior to change of control, significant progress is made in identifying sources of value, while also developing the highlevel anization models to capture that value Integration Management IT Requirements/Alignment HighLevel Organization Data Repository Comm. Planning Oversight/ Visibility Rm Analysis Opportunities Initial Prioritization Initial Sequencing Data Collection/Analyses Operations/ Asset Consolidation Diagnostic Pack ? PP 1 ? PP 2 ? PP 3 ? PP 4 H M L H M L Init Q1 Q2 Q3 Q4 PP1 PP2 PP3 PP4 Data Collection/Analyses Business Unit (., Services) Diagnostic Pack ? CS 1 ? CS 2 ? CS 3 ? CS 4 H M L H M L Init Q1 Q2 Q3 Q4 CS1 CS2 CS3 CS4 Phase I (―Clean Team‖) Hypotheses 1 Hypothesis N ? ? ? Hypotheses 1 Hypothesis N ? ? ? Master Calendar Day/Week/Month 1 Plans Sources of Value Identification … … … … Baseline Dev./Tracking . Kearney 4/1375C/Merger Integration 1083 19 _Macros 20 During the critical period prior to change of control, the engagement team assumes the role of a ―clean team‖ to enable critical premerger integration Role of Clean Team ? Quantify savings generated from identified opportunities from teams of merged panies ? Act as a third party conduit for proprietary information of both panies (protection should merger be aborted) ? Validate and challenge initial assumptions of opportunities made by merging panies ? Highlight best practices in existing panies and external knowledge and remend ongoing merged operating practices ? Determine risk factors in merger for ongoing risk management during implementation Data Collection Organization assessment Hypotheses development Preliminary