【正文】 ts ? Prepare the IPO Organisation ? Choose the best anisational model at the European management level ? Identify the central/local functions evolution schedule ? Define anisational charts and management nomination ? Define key decision processes (mittees, procedures, …) Infrastructure ? Reduce total cost of external purchases through best price evaluation volume concentration, petitive bidding ? Share best practices ? … Support functions ? Rationalise shared supports ( ? Align and select Information Systems for the integration ? Align processes and share best practices Communication ? Define external munication strategy ? Define internal munication strategy ? Select munication rules and procedures ? Choose media (intra, documents, speeches…) Integration mgnt ? Integrate overall planning and milestones ? Detail planning by topic and country… ? Manage transition phase ? Track and execute financial synergies ? Manage risks … explaining why only few mergers and acquisitions succeed fully Note: (1) Shareholder returns from buyer divided by shareholder returns (industry average) after the merger Sources : . Kearney analysis, Global PMI Survey, 1998 。 total shareholder returns defined as the tangible returns investors receive through dividends and stock price appreciations Sources: Datastream。 avoid ―twointhebox‖ leadership for integration planning and execution unless absolutely necessary ? Set out synergy goals and objectives, to prioritize activities and provide a baseline for performance tracking ? Manage market expectations carefully. Set conservative dollar targets with a time frame that acmodates unforeseen circumstances ? Keep strong, explicit focus on key customer retention and service with teeth (., measurement and tracking) ? Maintain open and timely munications with employees to ensure understanding and retention ? Conduct decentralized merger Integration guided forcibly via — Clear guiding principles — Overall framework and tools for integration — Reporting standards ? Establish a strong central Integration office and decentralized Integration teams with corporatewide perspectives on — Results — Project status — Risk — Lead role on internal/external munications ? Instill robust, welldefined processes to ensure objective and timely risk and interdependency tracking Sense of Urgency TopLevel Leadership Selected Quickly Clear Synergy Goals Manage Market Expectations Explicit Focus on Customers Open, Timely and Consistent Communications Decentralized Merger Integration Strong Central Integration Office WellDefined Processes Source: . Kearney39。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 Proposed Overall Approach . 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 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 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