【正文】 ine savings through core elements: strategic purchasing。s global PMI survey 39。 . Kearney Analysis 2023 Retailers % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % % Recreation Chemicals Metal Producers Paper Transportation Diversified Drugs, Cosmetics Health Care Utilities Automotive Printing and Publishing Electronics Financial Beverages Metal Products Manufacture Food Tobacco Machinery Equipment Electrical Miscellaneous Oil, Gas, Coal Related Services Construction Textiles Aerospace Industry Specific Ranges of Value Creation(1) Once the deal is closed, the principal problems relate almost entirely to failures in merger management, rather than to the underlying strategic rationale Problems Identified in Merger Integration 21%26%26%32%37%37%47%47%58%Undermunication Financial/synergy Expectations Unrealistic/Unclear New Org. Structure With Too Many Compromises ―Master Plan‖ Missing Missing Momentum Missing Top Management Commitment Unclear Strategic Concept Missing Pace of Project IT Issues Addressed Too Late Source: . Kearney’s Global Merger Integration Survey 1998 Percent of Respondents To manage inherent risks, ―critical success factors‖ can be distilled from successful largescale mergers to guide value creation Critical Success Factors from LargeScale Mergers Source: . Kearney Merger Integration ? Create a sense of urgency and reduce uncertainty through clear event milestones, and move quickly ? Select toplevel leadership quickly and fairly。 Datastream 29%14%57%Higher No change Lower 100% = 230 panies Only 29% of Companies Realize an Increase in Aggregate Profitability Performance relative to industry average 10% 11% 21% 18% 17% 23% 15% 25% +15% +25% Top Performing Mergers Under performance Outperformance Number of panies Industry average Only 42% of Companies Outperform Their Peers in Shareholder Value(1) 42% 58% Top performers across most industries can create significant shareholder value Creation of Shareholder Returns Erosion of Shareholder Returns Note: (1) Total shareholder returns percentage over/under performance relative to industry index in the timeframe between 3 months before and 24 months after merger announcement。March 2023 Merger Integration Intellectual Capital Collection Generic Proposal Table of contents ? Executive Summary ? Our Understanding of Your Situation ? . Kearney’s Perspective on Merger Integration ? Proposed Overall Approach ? Realizing Integration Synergies ? Integration Management ? . Kearney Qualifications Executive Summary This section is tailored to the client situation and summarizes the approach proposed in the document Our Understanding your Situation This section is tailored to the client situation and summarizes the key drivers of the merger. It should highlight relevant quantitative and qualitative analysis that demonstrate our insight into the client’s particular challenges and drivers of success for the integration . Kearney’s Perspective on Merger Integration The best valuebuilders bine anic growth with mergers and acquisitions Source: . Kearney Monograph on ValueBuilding Growth 2023 Revenue Growth Value Growth Under performers Profit Seekers Simple Growers Value Growers Growth Matrix (CAGR 19882023) 13 .8% %R e v e n u e V a lu e18 .0% 21 .5%R e v e n u e V a lu % %R e v e n u e V a lu e %12 .8%R e v e n u e V a lu eValue Growers Follow Conscious, Constant Process To Growth Mergers and acquisitions are key growth drivers What really matters in ―acquisition for growth‖ strategies is execution Source: . Kearney Monograph on ValueBuilding Growth 2023 40%100%60%Exte r n al I n te r n al T otal G r ow thSources of Growth 40% of Growth Is From Acquisitions Value Growers Manage Both Well Few mergers actually create shareholder value Source: . Kearney Analysis 2023, SDC database, Global Worldscope Acquirer39。s Value Growth Following a Merger Top performing mergers create significant shareholder value Value growth 3% 8% 12% 27% 21% 16% 3% Underperformance pared to industry average Overperformance pared to industry average 100% 60% 30% 30% 60% 150% 15% 15% 0% Average: % % % ? TopPerforming Mergers 10% Business Integration issues require ―usual‖ management decisions while four main factors add another level of considerable plexity… Scope ? High number of decisions to be made in all operational and functional areas ? Dozens of projects/initiatives and risks to be managed Time pressure ? All stakeholders expect rapid execution (shareholders, employees, management, regulation mittees, government,…) ? Decisions need to be made without delay Simultaneity ? Coexistence of strategic, tactic and operational decisions ? Strong interdependence of the decisions ? Short term and strategic decisions may seem inpatible Human ponent ? High number of people potentially involved (operational, functional and executive people) ? Risk of cultural mismatch ? Scarce resources to bridge between merged panies Usual Management decisions Strategy IPO ? Define the scope of bined entity ? Confirm each country’s scope of activity for mobiles ? Design strategy leveraging on broader global presence ? Define financial and operational targets as well as timing of expected benefi