March 2002 Merger Integration Intellectual Capital Collection
Generic Proposal
Slide 2
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 2 Table
of contents Executive Summary Our Understanding of Your Situation
A.T. Kearneys Perspective on Merger Integration Proposed Overall
Approach Realizing Integration Synergies Integration Management
A.T. Kearney Qualifications
Slide 3
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 3
Executive Summary This section is tailored to the client situation
and summarizes the approach proposed in the document
Slide 4
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 4 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 clients particular challenges and
drivers of success for the integration
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 6 The
best value-builders combine organic growth with mergers and
acquisitions Source:A.T. Kearney Monograph on Value-Building Growth
2001 Revenue Growth Value Growth Under performers Profit Seekers
Simple GrowersValue Growers Growth Matrix (CAGR 1988-2000) Value
Growers Follow Conscious, Constant Process To Growth
Slide 7
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 7 Mergers
and acquisitions are key growth drivers What really matters in
acquisition for growth strategies is execution Source:A.T. Kearney
Monograph on Value-Building Growth 2001 Sources of Growth 40% of
Growth Is From Acquisitions Value Growers Manage Both Well
Slide 8
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 8 Few
mergers actually create shareholder value Source:A.T. Kearney
Analysis 2001, SDC database, Global Worldscope Acquirer's Value
Growth Following a Merger Top performing mergers create significant
shareholder value Value growth 3%3% 8%8% 12%27%27%21%21% 16%16% 3%
Underperformance compared to industry average Overperformance
compared to industry average -100%-60%-30%30%60%150%-15%15%0%
Average: 2.8% 49.5%50.5% Top-Performing Mergers 10%
Slide 9
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 9
Business Integration issues require usual management decisions
while four main factors add another level of considerable
complexity 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
committees, government,) Decisions need to be made without delay
Simultaneity Co-existence of strategic, tactic and operational
decisions Strong inter-dependence of the decisions Short term and
strategic decisions may seem incompatible Human component High
number of people potentially involved (operational, functional and
executive people) Risk of cultural mismatch Scarce resources to
bridge between merged companies "Usual" Management decisions
Strategy & IPO Define the scope of combined entity Confirm each
countrys scope of activity for mobiles Design strategy leveraging
on broader global presence Define financial and operational targets
as well as timing of expected benefits Prepare the IPO Organisation
Choose the best organisational model at the European management
level Identify the central/local functions evolution schedule
Define organisational charts and management nomination Define key
decision processes (committees, procedures, ) Infrastructure Reduce
total cost of external purchases through best price evaluation
volume concentration, competitive 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 communication strategy
Define internal communication strategy Select communication rules
and procedures Choose media (intranet, 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
Slide 10
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 10
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 : A.T. Kearney
analysis, Global PMI Survey, 1998 ; Datastream Higher No change
Lower 100% = 230 companies 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 performanceOutperformance Number of companies
Industry average Only 42% of Companies Outperform Their Peers in
Shareholder Value (1) 42%58%
Slide 11
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 11 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;
total shareholder returns defined as the tangible returns investors
receive through dividends and stock price appreciations
Sources:Datastream; A.T. Kearney Analysis 2001 Retailers 62.5%
64.5% 32.3% 44.2% 26.6% 49.9% 34.2% 26.6% 36.1% 25.1% 16.0% 43.3%
26.0% 27.5% 17.2% 17.4% 31.9% 22.4% 18.0% 40.4% 17.4% 14.8% 4.0%
-6.5% -31.5% -38.9% -10.8% -25.9% -11.0% -35.0% -20.6% -17.6%
-28.8% -18.0% -9.7% -39.6% -22.7% -24.9% -17.4% -20.3% -35.3%
-26.7% -24.1% -46.8% -26.5% -27.2% -19.4% -24.1% 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)
Slide 12
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 12 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
Under-communication 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: A.T. Kearneys Global Merger
Integration Survey 1998 Percent of Respondents
Slide 13
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 13 To
manage inherent risks, critical success factors can be distilled
from successful large-scale mergers to guide value creation
Critical Success Factors from Large-Scale Mergers Source: A.T.
Kearney Merger Integration Create a sense of urgency and reduce
uncertainty through clear event milestones, and move quickly Select
top-level leadership quickly and fairly; avoid two-in-the-box
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 accommodates unforeseen circumstances Keep
strong, explicit focus on key customer retention and service with
teeth (i.e., measurement and tracking) Maintain open and timely
communications 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 corporate-wide
perspectives on Results Project status Risk Lead role on
internal/external communications Instill robust, well-defined
processes to ensure objective and timely risk and interdependency
tracking Sense of Urgency Top-Level 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 Well-Defined
Processes
Slide 14
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 14
Source: A.T. Kearney's global PMI survey '98 Value Capture of Top
Performers Over Time 15% Year 1Year 2 Cumulative Value Capture
After Two Years 85% Time Closing the Deal 12345678910 -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
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 16 A.T.
Kearney has a flexible merger integration framework with a
comprehensive toolkit to support planning and implementation
throughout the merger process to ensure value capture A.T. Kearneys
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 organization 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
organization Implement IT integration plan Merger Manage- ment
Sources of Value Merger Enablers Change of ControlShareholder
ApprovalMOU Integrated Planning and Initial Rollout Full-Scale
Rollout Day One Phase 0Phase IPhase IIPhase III Multiple Tools
Exist for All Cells
Slide 17
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 17 This
allows merging entities to rapidly capture available sources of
value by focusing on operational synergies, as well as seamlessly
merging the organizations Merge the Organizations as Seamlessly as
Possible Develop and communicate 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 day-to-day operations Ensure sustainable change Position
for growth Achieve $ XX million (annual rate) of synergy savings
within 1218 months Sales Operations Procurement Corporate overlap
and duplication Cost of distribution Technology/R&D Others to
be identified Eliminate/minimize sources of risk Drive the
short-term value Exceed the markets expectations MI Sources of
Value Achieve Growth Synergy and Cost Synergy Targets as Quickly as
Possible
Slide 18
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 18 The
program structure supports focused value capture teams working
across all SBU/Geographic teams Illustrative Integration Office
Others Steering Committee Business Develop- ment Team Corporate
Center Team Global Operations Team Global Sourcing Team Technology
/ R&D 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
Slide 19
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 19
Implementation Full-Scale 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 high-level
organization models to capture that value Integration Management IT
Requirements/Alignment High-Level Organization Data Repository
Comm. Planning Oversight/ Visibility Rm
AnalysisOpportunitiesInitial PrioritizationInitial Sequencing Data
Collection/Analyses Operations/ Asset Consolidation Diagnostic Pack
PP 1 PP 2 PP 3 PP 4 HML H M L Init Q1 Q2 Q3 Q4 PP1 PP2 PP3 PP4 Data
Collection/Analyses Business Unit (e.g., Services) Diagnostic Pack
CS 1 CS 2 CS 3 CS 4 HML 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
Slide 20
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 20 During
the critical period prior to change of control, the engagement team
assumes the role of a clean team to enable critical pre-merger
integration Role of Clean Team Quantify savings generated from
identified opportunities from teams of merged companies Act as a
third party conduit for proprietary information of both companies
(protection should merger be aborted) Validate and challenge
initial assumptions of opportunities made by merging companies
Highlight best practices in existing companies and external
knowledge and recommend ongoing merged operating practices
Determine risk factors in merger for ongoing risk management during
implementation Data Collection Organization assessment Hypotheses
development Preliminary planning Company ACompany B Open Joint
Client Team Meetings A.T. Kearney Clean Team Merger Synergy
Hypotheses Pre-Change of Control Post-Change of Control Validated
Initiatives Accelerate decision making by providing access to
comprehensive databases and detailed analysis Share and validate
findings with joint client teams Finalize initiatives based on
validated hypotheses Develop implementation plans Assist in
launching initiatives and provide continued implementation, risk
and financial tracking support The up-front work efforts of the
clean team enables accelerated launch of implementation activities
and value capture Clean Team Process Limited Joint Client Team
Meetings
Slide 21
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 21 After
change of control, the teams quickly finalize not identify synergy
opportunities and gain consensus Results Tracking/Risk Assessment
Begin Implementation Initial Prioritization and SequenceMaster Plan
SequencingFull Team Meetings Disclose and Validate Modify and
Refine Finalize Savings Opportunities and Prioritization Identify
Interdependencies HML H M L Overall Prioritization/ Executive
Committee Buy-In Init Q1 Q2 Q3 Q4 MD 1 ST 3 SC 6 PP 4 SC6 Workplan
ST3 Workplan MD 1 Workplan Step 1 2 3 4 Investment Requirements
Timing of Results Master Plan Detail Day/Week/Month 1 Execution
Phase II Init Q1 Q2 Q3 Q4 PP1 HML H M L Init Q1 Q2 Q3 Q4 PP1 HML H
M L IT Requirements/Enablers Master Plan Detail Communication
Full-Scale Rollout Integrated Planning and Initial Rollout
Establish Structure and Plan
Slide 22
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 22 MD 1
Workplan Activity Task 1 Q1Q2Q3Q4 The transition to full-scale
rollout and implementation of initiatives is supported by a clear
tracking process Program Risk Management Top 10 Program Risks as of
06/24 Organization announcement timing still unclear IT
requirements not fully understood No plans to address cultural
misalignment Success of communication not currently planned to be
measured Illustrative Initiative Status Management Size = $ Saved
61218 Green Yellow Red Risk Time to Complete Implementation
Initiative Current QuarterCum. Qrtly. Breakdown
Jan.Feb.Mar.4Q971Q982Q98 Cost Saves and Growth Achievement
Implementation Communication Phase III Full-Scale Rollout
Integrated Planning and Initial Rollout Establish Structure and
Plan
Slide 23
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 23
Source: A.T. Kearney Merger Integration Throughout the effort,
managing risk is a formalized methodology; adherence facilitates a
fair and robust decision making process Project Risk
PrioritizationRisk IdentificationRisk Categorization Project
Prioritization Business Criticality And Size Business Criticality
how much does it matter if the project does not meet its objective?
A = Incremental benefit but current processes will suffice B =
Supports strategy but manageable impact if project fails/delayed C
= Important to the strategy with significant impact if project
fails/delayed D = Critical impact/must keep up with
competitors/cannot continue business Complexity High LowHigh D C B
A ABCD Business Criticality Project 2 Project 3 Project 6 Project 1
Project 4 Project 5 Many issues are closed by making assumptions
Risks Assumptions Issues Project Plans Risk Plans Issues are open
questions Unstable/sensitive assumptions create risks Significant
risks need to be managed Issues, Assumptions And Risks Are Inherent
In The Project Plans Risk Reduction Red Amber Green Merger Risk
Profile Now Future Green Amber Red Time Criticality Illustrative
Challenges Decision Making Planning/ Execution Reporting Benefits
of Proactive Risk Management Cross organizational input and
dedicated facilitation ensures objective input Milestone risks
associated with decision timing are derived from process-wide
initiatives Risk process highlights resource vulnerabilities. Sense
of urgency associated with the process forces discussions and
actions Proactive management and facilitation objectively evaluates
all communication risks. Forum offers participants a chance to
agree or disagree Concise updates focused on cross-organizational
risks direct attention where it is needed Clear assignment of risk
ownership and action responsibilities eliminate confusion
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 25 To
assess and achieve their synergies, all teams can leverage a number
of A.T. Kearneys proven methodologies and tools as appropriate
Streamlining the Organization Reducing Purchased Costs Objectives:
Focus Areas: Methodology and Tools Determine management and
governance structure Integrate offices Align HR policies and
procedures Finance / Accounting Legal / Regulatory IT HR Corporate
Center Rationalization Leverage corporate spend Leverage purchasing
volumes Direct materials Purchased services Indirect materials
Capital expenditures Strategic Sourcing E-Sourcing (eBreviate)
Market exchange strategy (LSN) Supporting Methodologies and Tools
Increasing Sales Force Effectiveness Increase revenue productivity
of sales force Increase knowledge and value-added selling
capabilities Explore channel leverage (i.e., Dealer /Reseller
network) Sales force effectiveness Cross-selling Sales Force
Effectiveness Methodology Customer Retention Methodology
Illustrative Leveraging Assets Maximize asset utilization Bottling
plant consolidation Warehouse consolidation Realize network
synergies Fixed assets Capital expenditures Inventory Procurement
Supply Chain Transformation Operating Asset Effectiveness
Streamlining Product Portfolios and Networks Rationalize product
offering and customer base Evaluate and implement optimal network
strategy Product Offering Customer requirements Network cost and
capacity Product Portfolio and Network Rationalization Methodology
Operating Networks Integration
Slide 26
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 26 Rapid
benefit delivery is feasible through integrating the operating
network Manufacturing Capabilities What can be produced Where How
does throughput vary by location and plant capability What are the
capacity constraints Network Configuration Which are the costs of
transportation, handling and inventory Which is the most cost
efficient network configuration Are there cost synergies with other
Dannon products Manufacturing CapabilitiesNetwork Configuration
Several Iterations Local Market Requirements What are the market
requirements What is the current/future competitive positioning
What distribution channels are growing fastest Market Requirements
1A.T. Kearney 6/Document#/I.D. Sample Preliminary Scenario SKU tree
1 SKU 2 SKU 3Proliferation Level A B C D E E F G H I
111111111111111111111111111
6121824612182461218246121824612182461218246121824 Resealable
Classic Blue GBH Classic Resealable Compact Blue GBH Compact
Resealable Classic White EBH Classic Resealable Classic White
Mechanical Resealable Compact White EBH Compact Resealable Compact
White Mechanical Resealable Classic White GBH Classic Menthol/Euca
111 28 4 1 2 2 3 2 1 1 3 Number of Variants Portfolio Which SKUs
are offered Which specific product characteristics Which emerging
technologies/competitive offerings How is product bundled and
promoted SKU Tree 36 Current Sites: 4 Future Sites: 3 Current
Sites: 8 Future Sites: 5 Current Sites: 2 Future Sites: 1 Current
Sites: 1 Future Sites: 1 Current Sites: 3 Future Sites: 2 Current
Sites: 2 Future Sites: 1 Current Sites: 2 Future Sites: 1 Current
Sites: 1 Future Sites: 1 SKU 1 Key Assessments for Integrating
Operating Networks
Slide 27
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 27 Which
entity in the supply chain should develop a capability is
determined by the business scale and strategic objectives Strategic
Alliance Develop strong relationships with key supply chain
partners that have the required capabilities Maintain very high
levels of cross-functional involvement In-House Invest in resources
and people to develop world- class capabilities Outsource Outsource
activity to capable provider Organize related activity to minimize
transaction costs with outsourced provider Rationalize Depending on
true switching costs and investment requirements either continue to
develop capability in-house or outsource High Low Activity
Strategic Importance How core is the activity? How entangled is it
with the rest of the organization? How critical is it to maintain
control and involvement in the activity? Is the activity an area of
competitive advantage today? In the future? Potential For Internal
Capability Development In the short- to medium-term can the
required capability be developed in-house to be highly efficient
and effective in an activity?
Slide 28
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 28
Differences in each company have to be understood, and decisions
made on both the operating model of the joint venture going forward
a formal process can help in facilitating this thinking Identify
the Operating Model and Detailed Operating Structure and
Characteristics of Each Firm Determine New Operating Model, and
Appropriate Benchmarks Make the High Level Choices As to How the
Company Operates Going Forward Step 1Step 3Step 2 Define and Align
Support Functions Step 4 Holding Company Strategic
ArchitectOperatorFunctional Strategy Financial Control Capital
Allocation Resource Management Accountability Corporate Staff Size
Autonomy Marketing Staff Placement DWNA/JV PartnerSupport Function
Alignment Holding Company Strategic ArchitectOperatorFunctional
Finance Accounts Payable P/L accounting Consolidation/ corporate
reporting Tax Treasury Planning/budgeting Human Resources
Benefits/administration Benefits planning Compensation planning B B
C B B B B/O B C C/B C C B C/O C/B C C C C C C C/O C C C C C C C/B
C/O C C = Corporate B = Business Unit O = Outsourced Effective,
fast rationalization and savings Best practices Corporate Center
BG1 BG2 BG3 Other Business Group ? ? ? Stand Alone Model DWNA BG1
BG2 BG3 Business Group ? ? ? Model Create Joint Venture
Organization Corporate Center Rationalization Methodology JV
Partner BG1 BG2 BG3 Business Group ? ? ? Model
Slide 29
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 29 7.
Continuously Benchmark and Monitor Supplier Improvement 6.
Operationally Integrate Supplier(s) Strategic sourcing is a
powerful methodology for leveraging the combined spending base and
procurement capabilities of the merged organization Key Elements
A.T. Kearney Intellectual Capital Employed 5. Select Competitive
Supplier(s) 4. Select Implementation Path 3. Generate Supplier
Profile 2. Develop Sourcing Strategy 1. Define Sourcing Categories
Embed supplier monitoring processes Implement market monitoring
tools Periodically re-evaluate supplier competitiveness and
performance Performance measurement tools Technology- enabled data
capture process Complete implementation templates Gain buy-in to
supplier changes Coordinate new supply chains Implement systems to
monitor results Implementation templates Tailor and issue RFPs
Analyze responses Develop targeted negotiation strategy Negotiate a
deal Electronic procurement tools Internet RFPs On-line auction
tools Benchmarks Select supplier development or negotiation path
including use of market exchanges Define initial negotiation
strategy Experience in the beverage industry, including bottled
water Negotiation training Review supplier lists and supplier
capabilities Prescreen list to develop short list of suppliers
Existing supplier lists available globally Assess supply category
business impacts Confirm sourcing strategies Validate total supply
chain perspective Detailed understanding of supply market Market
competition Industry economics Profile spend Identify
specifications Unbundle as appropriate Review supply category
profile Assess procurement processes Review trends Evaluate total
cost and savings targets Proven database and management tools
Existing supply category profiles Seven Step Strategic Sourcing
Methodology
Slide 30
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 30
Strategic Sourcing has a goal of delivering bottom line savings
through core elements: strategic purchasing; demand management and
change management Change Management Demand Management Embed
achieved savings by transforming organization, structure,
processes, policies, and systems Tangible Results Application
Methodology Reduce costs by decreasing or eliminating the demand
for goods and services Eliminate Demand Reduce Quantity Reduce
Quality Reduce Frequency Substitute Impose Onerous Approvals
Heighten Cost Awareness Conservative Aggressive Greatest Lowest
Opportunity Demand Reduction Hierarchy Reevaluate external
purchases and restructure supplier relationships to get best value
for the company (price, quality and service) Global Sourcing
Reached Info. Transparency Buyer Leverage Product Specification
Improvement Joint Process Improvement Relationship Restructuring
Strategic Purchasing Strategic Sourcing Organization and
SkillsProcessSystems Strategic Procurement Vision Procurement
Policies Redesigned Processes Organizational Structure and
Infrastructure Technology Tools (Information Systems)
Implementation of Process Linkages Performance Metrics Transition
Management, Communications, Training Strategic Sourcing Approach
Overview
Slide 31
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 31
Integration-Related Strategic Sourcing Strategic Sourcing is
effective in integration environments since it can be started
immediately, deliver major savings and contribute to building the
new company Integration Savings Leveraging scale Capitalize on
combined buying power Use leverage to restructure supplier
offerings Mitigate supply risks by managing vendor concentration
Generating efficiencies Spread technology investment over increased
purchasing base Evaluate/select the best existing purchasing
systems for use in the new organization Rapid transfer of best
practice RFI/RFP harmonization Convergence of procurement practices
and guidelines Build the New Company Teamwork across the new
enterprise: All categories All business units All geographies
(domestic and/or global) Bottom-up initiative driven by the new
team Service levels/needs Demand dynamics Organizational
similarities and differences Relatively undisruptive (products and
services not people) Helps new management to understand their
operation in detail Opportunity to redesign processes to reflect
the new organization, and embed world class procurement as a core
competency in the new company
Slide 32
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 32 The
sales productivity effort should include Customer Retention
Methodology to understand the key risks for customer defection and
action plans to address them Step 1 Step 2 Defection/Loyalty
Segmentation Step 3 Create Targeted Retention Programs Retention
bonus/incentives Differentiated service levels Enhanced product
applications Customized communication Customized product benefits
Early warning High Value Customers Contribution Retention Value
Channel Management Channel migration pricing Price rise Passive
customer service Medium-Term Actions Overall Process Customer
Retention Methodology Workstreams Immediate Front-Line Actions
Customer Analysis and Retention PlanRetention Sales Programs
Product Management Issues ObjectivesSales force focus Detect and
react to defection behavior Incentives for retention performance
Empowerment of staff- pricing, fee waivers, etc. Analyze customer
satisfaction level by product Quantify retention performance and
value contribution of key technology segments Understand customer
defection Pursue additional research on high value segments
Initiate early communications Build account plans Build triggered
and tactical response capability Build defection models Develop
metrics to measure customer retention Overall company Specific
product branding Ensure customers are positively impacted by
changes in the company
Slide 33
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 33 Our
approach to sales productivity includes benchmarks, analysis of
overlap and identification of near term growth opportunities
Illustrative Efficiency Salesforce Productivity Benchmarks # # Co.
A Co. B $ $ $ $ Number of Reps Serving Accounts Total Sales Managed
by Sales Rep Sales Dollar Per Sales Rep Effectiveness Overlap
Integration Leverage Opportunities Near Term Growth Opportunities
Average Training Per Sales Rep ABAB ABAB ABAB ABAB Marketing New
Products Network Services Account Win/Loss Performance Price
Quality Service Capability Co. A Co. B Region Co. A Co. B Sales
Overlap Sales Territory Coverage Overlap Co. A Position Opportunity
to Introduce Co. B Products Strategically Manage Relation- ships
Opportunity to Introduce Co. A Products Minor Major Co. B Position
Geography Laptop
Slide 34
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 34
Technology Focus in a Merger Product/Market Focus Context Source:
A.T. Kearney Merger Integration Complementary or New Overlapping
In-Market Merger Out-Market Merger Product Focus Market Focus Cost
Reduction Cost/Revenue blend Revenue Enhancement Anticipated
Benefits Market Overlap In high-overlap mergers, the emphasis is on
cost reduction. Market analysts expect to see tangible actions
being taken early in the merger program For synergistic mergers,
timescales to achieve benefits may be longer, and I.T. integration
can operate within a longer planning horizon to support revenue
enhancement The common factor with all of these merger forms is the
need for a smooth integration process that eliminates the risk of
customer or employee defection Product Lines Product
ExpansionSynergistic Merger High OverlapGeographic Expansion
Channel rationalization Systems enhancements to support new
products Major systems revisions to support cross-selling and
geographic/channel expansion Review of global data centers and core
systems Eliminating duplication between systems Rationalizing
service agreements Reducing license fees Reducing support costs
Pursue data center rationalization Standardization on common
systems Standardization on common products Illustrative Information
Technology should be viewed as an enabling mechanism for achieving
merger goals
Slide 35
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 35 IT
must quickly deliver tangible business driven results in a timely
fashion and not necessarily the best possible solution to achieve
value creation commitment Cost imperatives Rapid integration to
capture synergies as committed to the street Product
rationalization Product and plant integration Business synergies
E-business opportunities New product/ new market opportunities
Cross selling Leverage existing products to new geographies Act on
future acquisition opportunities Business continuity Statutory and
performance reporting Integrated strategic measurement Merger
integration progress Percent of Initiatives Defined Over Time
Business Initiatives Defined Supporting IT Initiatives Defined Time
80% Deployment/ Integration of IT Initiatives 10% ITs challenge is
to stay in tune with business initiatives to understand the scope
of effort, develop the IT response, and to integrate with the
corporate IT direction Representative IT Support Requirements
Illustrative
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 37
Integration Office Coordinate integration process, scope activities
Implement merger planning, integration and reporting create and
manage the master plan Conduct frequent work task reviews with
teams Facilitate overall change management Maintain a scorecard to
track deliverables and benefits Prioritize enterprisewide issues
and make recommendations Manage communications Install and manage
effective merger risk management Steering Committee
Develop/communicate objectives and targets Develop merger guiding
principles Sign off on major issues/decisions Set overall direction
for integration Provide resources and eliminate roadblocks
Implement top-down communication Focus on continuing operations The
Steering Committee and Integration Office manage the overall
program and coordinate decentralized project teams through the
Integration Office Integration Teams Market Facing Teams Value
Capture Teams Enabler Teams
Slide 38
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 38 Each
component of the project had specific roles and responsibilities
Steering Committee Set the strategic direction and principles for
integration Sign-off on major issues/decisions Top-down
communication throughout the integration process Focus on
continuity of growth, customers issues Integration Office
Coordination, planning, integration, reporting and communication
Monitors implementation of organizational models Prioritize issues
/ initiatives Facilitate overall change management Risk
identification and management Decentralized Integration Teams
Propose transition strategy for the area Prepare the transition
work plan Detailed organizational assessment Identify merger
benefits and implement tracking mechanism Implementation of
transition plans Strategic direction, operating philosophy, and
governance structure Guiding principles Communication of key
messages Scope and actions Overall objectives and goals Overall
project key success factors Master project plan and risk assessment
Transition reporting including benefits tracking and risk
management Communication implementation Transition plans
Organizational assessment and design Progress reports with targets
achieved Risk assessment Performance measurements defined
Deliverables Integration Roles
Slide 39
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 39 Each
of these three teams have clearly defined roles and
responsibilities Key Pre-Merger Integration Set-up Responsibilities
Steering Committee Communicate objectives and goals of merger
Establish and communicate the Merger Guiding Principles Identify
and appoint Integration Leader Identify and appoint team leaders
Communicate formation of Integration Office and Value Capture Teams
Communicate executive commitment to the integration program
Communicate team leader and team member commitment Ensure regular
and consistent top- down communication across all regions and
groups Integration Office Define roles of members Identify team
members Establish cost savings & revenue synergies targets as a
precursor to the Merger Integration Scorecard Initiate the
appropriate MIS/IT infrastructure Support development of high-level
business line/functional plans Identify, at a high level, major
risk areas Co-ordinate the senior management review cycle of these
plans Assemble the first Master Plan Develop tracking baseline
Issue initial communications to stakeholders, as required Establish
risk management process Value Capture Teams Identify team members
Create team charters Prepare for Kickoff Meetings to introduce team
members and provide initial orientation Agree on optimal processes
to coordinate each team Begin data collection and hypothesis
testing Develop Day 1 Plans Develop organizational, customer and/or
cost profiles falling within team scope Conduct interviews to
gather additional qualitative insight regarding operating processes
and styles Develop joint vision for combined organization
Slide 40
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 40 The
Steering Committee must apply significant early effort to
communicate the new companys strategy, operating philosophy and
governance Issues to Address StrategyOperating
PhilosophyOrganization and Change Market environment Likely
environment Other competitive developments Ensuring 1 + 1 = 3
Realistic capacity for development Areas for investment/growth
Strategic initiatives to freeze, continue or accelerate Key third
party relationship issues New opportunities arising Linkage to
performance targets Growth Cost reduction Capital efficiency Core
management style Holding company Strategic architect Business
controller Operator Alignment to core style Leadership alignment
Line responsibilities Corporate responsibilities Support functions
Performance management Expectations setting Role of the plan/budget
Performance reporting and management Management reward systems
Organization structure Reporting relationships Inside DWNA versus
in parent Decision making/maps Key accountabilities Key corporate
policies Relationship structure Conflict resolution mechanisms
Change management
Slide 41
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 41 In
addition, the Steering Committee should establish a clear set of
guiding principles Merger Guiding Principles 1. This is not the
customers merger Major focus on avoiding customer inconvenience and
loss of customers. Customer service can only change for the better.
Cost savings are important, but second to customer focus 2. Focus
analyst expectations on the longer term Savings goals defined as $1
billion expense run rate reduction by end of three years,
eliminating short-term, quarter-by-quarter focus 3. Appearance of
tight control through Command Center Command Center used as a
single point of contact for all external communications. External
presentations conducted in war room to exhibit corporate controls
in place 4. Relentless tracking of risk and interdependencies All
merger projects required to use risk and interdependency tracking
approach. These were integrated by the Command Center to provide
corporate perspective on risk. Focus of internal meetings on risks
and customer issues, not on successes 5. Systems focus on smooth
Integration Suites of systems should be selected rather than
pursuit of optimal elements from each organization. Extensive use
of bridges and workarounds to maintain critical controls while
expediting the process 6. End-to-end systems and process testing No
system or process should be considered ready for processing until
it has been tested in a dress rehearsal mode (usually two dress
rehearsals) 7.1 + 1 = 3 volumes Strong encouragement of business
units to focus on post merger business volumes Case Examples 1.
Fast and fair accept that we will make mistakes, but give us credit
for being smart enough to be able to recognize them, and not so
proud that we can not change 2. Leadership must be
evident/inspiring not holed up in the corner offices/board rooms,
but out in evidence with key customers and our employees 3.
Harmonization this has to be a key goal with respect to strategy,
key policies, business processes, etc. 4. Minimize ambiguity be
clear in plans, timing, decisions(dont fuzzify - dont know is ok 5.
Short term bias towards the customer dont lose sight of the
business whatever we do 6. Overcommunicate you can never do enough
here 7. Integration study team should be advisory and separate from
management let management decide and let advisors advise, dont mix
too closely 8.Seek acquaintanceship-building opportunities
informal, formal 9.Emphasis on flexibility/change/fluidity accept
change as a way of life, strategic agility is key, it is
managements first responsibility to take risk (change, growth,
wealth creation can only happen by taking risk)
Slide 42
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 42 The
role of the Integration Office evolves over the course of the
integration Creation of Integration Office with leadership assigned
Define roles of members Establish and communicate the Merger
Guiding Principles Establish cost savings targets as a precursor to
the Merger Integration Scorecard Initiate the appropriate MIS/IT
infrastructure Support development of high-level business
line/functional plans Identify, at a high level, major risk areas
Co-ordinate the senior management review cycle of these plans
Assemble the first Master Plan Update Merger Steering Committee
Issue initial communications to stakeholders, as required Establish
risk management process Develop further project infrastructure
Refine and monitor the Master Plan Finalize key objectives, and
establish the Merger Integration Scorecard Work with line
management to finalize detailed Integration Teams required and
their scope, objectives and timelines Focus on ensuring detailed,
comprehensive project management Establish initial prioritization
framework Refine reporting tools Preliminary assessment of key
risks and interdependencies Update Integration Steering Committee
on plans Manage stakeholder communications Update Integration
Steering Committee on plans and progress toward targets Maintain
the Merger Integration Scorecard Support development and execution
of detailed implementation plans by decentralized Integration Teams
Ensure consistency of execution Run the continuous risk management
process Stabilize or desensitize risks as appropriate Champion
quick win projects to reinforce confidence of key stakeholders
Ensure that key milestones are met, proposing resource
reallocations as necessary Manage stakeholder communications
Develop contingency plans as necessary Establish Structure and Plan
Integrated Planning and Initial Rollout and Implementation Support
Day One Transition of Integration Office Responsibilities
Full-Scale Rollout and Implementation Support
Slide 43
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 43
Functional Areas System C System D Testing End-To-End TestingDress
Rehearsals Time Dress Rehearsal 1 Dress Rehearsal 2 Actual
Conversion Identified problems; implemented fixes Source: A.T.
Kearney Merger Integration System A System B System E Command
Center Layout Example A Command Center to monitor and control the
process of the merger can be established Business/ Geographic
Units
Slide 44
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 44 Key
Performance IndicatorsShareholder Value CreatedNetwork Evaluation
Market Positioning Market Value (Pre-merger) Invested Capital SVC
Client base Economic Returns Market Share Business Line Aggregate
Portfolio SensitivityIntegration PlanRevised Retail
OrganizationIntegration Framework Planned BudgetsExpected Cost
ReductionDress RehearsalsEnd-to-End Testing JanFebMarAprMay Phase
IPhase II System A System B System E System C System D Testing
Potential Losses Basis Points Change Time Dress Rehearsal 1 Dress
Rehearsal 2 Actual Conversion Command Center Information Reporting
ROE Source: A.T. Kearney Merger Integration Example The Command
Center monitors and tracks critical information from each area of
the integration and provides an overall view of progress to ensure
success
Slide 45
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 45 There
are five main advantages of implementing the Benefits Tracking and
Reporting (BTR) system BTR Implementation Facilitates the
identification and realization of cost synergies and related costs,
whether they be in a merger environment, a restructuring program, a
strategic sourcing program or any general cost reduction program
Provides key constituents with access to periodic, data-driven
status of program initiatives Creates a forward-looking risk and
milestone tracking system to alert key stakeholders about potential
synergy shortfalls or issues Provides evidence that cost synergies
have been achieved Provides information for a common program
communication vehicle for executive management
Slide 46
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 46 The
BTR is a web-enabled system that allows users to input and update
key project data easily, quickly and frequently. The output of the
system is used to create consolidated project and program-level
reports Benefits Achievement, Progress against Plan & Revised
Forecasts Management Reports (Generated through Excel and
PowerPoint) Summary of Manpower Reductions & Savings BTR
Database Project Risk Assessment Web-enabled User Interface (Via a
Terminal Server Application) The BTR front-end and back-end are
completely customizable and scaleable to meet the needs of any
engagement size and scope
Slide 47
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 47 The
eight components of the BTR consist of one-time and ongoing regular
update reporting requirements 1) Project Profile Defines projects
and owners 2) Project Milestones Identifies key milestones with
accountable owners and completion dates 3) Project
Interdependencies Describes interdependencies with other teams,
actions required and impact if actions are not taken 4) Headcount
Reductions Template Tracks actions resulting in net headcount
reductions Tracks headcount-related savings and costs 5)
Non-Headcount Savings and Cost Template Tracks non-headcount
savings and associated implementation costs 6) Capital Expenditures
Template Tracks capital expenditures related to the project 7)
Asset Sales Template Tracks proceeds from asset sales related to
the project Tracks related asset write-downs 8) Risk and Key
Milestone Tracker Template Tracks progress against key milestones
Highlights areas of potential risk Identifies actions required to
resolve issues and remove barriers One-time Reporting Regular
Update Reporting
Slide 48
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 48
Management Reports (Generated through Excel and PowerPoint)
Web-enabled User Interface (Via a Terminal Server Application)
Summaries by Project Team Monthly Achievement & Forecast
Monthly Progress Against Plan and Forecast Project Risk Assessment
Updates to the system are used to track progress against targets.
The system can track multiple parameters, including - savings,
costs, headcount and project status Capital Expenditures Headcount
Reductions and Related Savings/ Costs Non-Headcount Savings and
Related Implementation Costs Other Restructuring Charges (i.e.
Asset Sales & Write-Offs) Risk and Key Milestone Tracker
Slide 49
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 49 The
Steering Committee and client team leaders are provided with
summaries of progress against plan on a regular basis Illustrative
Run Rate Saves Integration Program (US$ MM) Run Rate Saves Project
SC01 Run Rate Saves Supply Chain Integration Team Financial Reports
0 100 200 300 AprMayJun JulAugSepOctNovDecJanFebMar Monthly Actuals
Original Plan Revised Forecast JulAugSepOctNovDec
Slide 50
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 50 A
risk-tracking system is implemented to track initiative progress
and to help anticipate delays, identify barriers to success and
highlight areas of concern to leadership $10MM Size of Savings
Green Yellow Red Risk Rating Expected Completion Date TBD CS1 CS5
ST1 ST8 ST2 MD2 MD15 MD21 MD19 MD1 MD11 MD26 MD29 MD33 SC1 SC4 SC3
SC5 SC6 SC7 MD32 SC11 RT4aRT4b PP2 CS2 Illustrative Example
01/0212/9906/0012/0006/02 On Hold MD31 MD34 ST7 RT5 RT3 Initiative
Risk Assessment EM1 MD18 EM6 PP4 I I PP7 EM3 EM4 EM5 EM7 SF11 SF8
ST9 ST10 PP5 CS4 RT6 MD6 MD27 EM2 MD37 AA1
Slide 51
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 51
Initiative Prioritization Business Criticality and Size In risk
management, objective criteria need to be developed to decide which
initiatives are inherently more risky than others Business
Complexity how many areas of the business will be involved in the
project? Technical Complexity how technically difficult is the
project? Project Size how many dedicated FTEs will be working on
the project? Business Criticality how much does it matter if the
project does not meet its objective? A = Incremental benefit but
current processes will suffice B = Supports strategy but manageable
impact if project fails/delayed C = Important to the strategy with
significant impact if project fails/delayed D = Critical
impact/must keep up with competitors/cannot continue business
Complexity High Low High D C B A ABCD Illustrative Business
Criticality Project 2 Project 3 Project 6 Project 1 Project 4
Project 5 In This Example, Project 5 and Project 1 Are Both
Critical and Complex, Requiring a Formal Project Risk Management
Approach
Slide 52
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 52 Once
risks have been identified, they are then prioritized as Red, Amber
or Green (RAG) to reflect their potential impact Risk
Categorization Red = Showstopper Legal block to the merger Unable
to provide one Funds Transfer System Lose a major customer
Unquantifiable cost impact Amber = Serious Problem Major cost
impact (difficult workarounds) Customer irritation or embarrassment
Green = Minor Problem Minor cost impact (workarounds identified and
acceptable) Localized impact Illustrative
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 54
Successful Track Record Diversified management consulting Firm
Founded in 1926 Backed by the information technology expertise of
EDS Mostly Fortune 500 clientele Global 65 offices in 35 countries
Senior, experienced staff More than 3000 assignments per year $1.4
billion of fees in 2000 Berlin Tokyo San Francisco Los Angeles
Phoenix Denver Atlanta Chicago Toronto New York Cleveland
Washington, D.C. Madrid London Paris Dsseldorf Milan Amsterdam
Brussels Munich Singapore Prague Stockholm Oslo Copenhagen Moscow
Hong-Kong Mexico Helsinki Sao Paulo Dallas Barcelona Melbourne
Sydney Beijing Caracas Ottawa Lisbon Buenos Aires Manila Wellington
Stuttgart Seoul San Diego Houston Miami Boston Kuala Lumpur
Johannesburg Istanbul New Delhi A.T. Kearney is a global management
consulting firm with 5,000 employees worldwide
Slide 55
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 55 Sample
of Recent Clients Ameritech Anglian BT Carrefour Euro Disney
General Motors Johnson & Johnson Kellogg Metro Monoprix Nabisco
Nomura PepsiCo Promedes Prudential Quelle Sears Shell Sprint
Unilever A.T. Kearney is best known for delivering outstanding
tangible results quickly Representative Annual Results Achieved
Federal Express >$500 Million Sears >$750 Million Rolls-Royce
$750 million Marks & Spencer $250 million General Motors
>$3.5 Billion "A.T. Kearney has helped enormously to address our
key issues We have planned and implemented cost reduction
Programmes that will return over half a billion dollars" Fred
Smith, CEO, Federal Express "in sharpest contrast A.T. Kearney
consultants helped engineer one of the most stunning corporate
turnarounds in recent memory" Arthur Martinez, CEO, Sears (excerpt,
review of Dangerous Company in Fortune, August 18, 1997) "The
Kearney work has made us radically re-think our approach to the
business. We wouldn't have done that otherwise" M&S Supplier
"A.T. Kearney is really the father of our global purchasing
system." "They are our achievement consultants" Jack Smith, CEO, GM
"We wanted consultants who wouldn't just give us advice and walk
away" John Rose, CEO, Rolls-Royce
Slide 56
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 56 Our
commitment to our clients is guided by three key principles
Relationship Based Accounts Senior-level relationships and
accountability internationally Joint steering committees and action
teams Involvement of key stakeholders Personable, collegial client
interaction Two quality evaluations following a project 85% of work
exceeds expectations The only program of its kind to our knowledge
90% of revenues from repeat clients 15 current clients with 10 plus
years Most relationships extend internationally through our one-
firm policy Engagement Quality Review Mutual InvolvementUnique
Quality Program These principles ensure that A.T. Kearney
consistently provides not only high-value insights but also
practical, tangible results for our clients
Slide 57
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 57 In
overall satisfaction, A.T. Kearney is the global leader 71% 74% 75%
77% 79% 80% 82% 94% A.T. Kearney KPMG Peat Marwick Price Waterhouse
McKinsey & Company Andersen Consulting Booz-Allen &
Hamilton Boston Consulting IBM CSC Index Source: Louis Harris
Survey, 1998 Client Satisfaction
Slide 58
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 58 Our
organization of global service and industry practices supports
effective building and dissemination of specific know-how Industry
Practices Service Practices Operations Strategy and Organization/
Merger Integration Technology Aerospace and Defense
AutomotiveCommunications and Media Financial Institutions High Tech
And Electronics Pharmaceutical and Healthcare ProcessConsumer Goods
and Retail TransportationUtilities
Slide 59
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 59
Aluminium Comp. of America The Battenfeld Group CIAM SpA EKO Stahl
GmbH GEA AG James River - Fort Howard Kvaerner Warnow Werft GmbH
Krupp MAK/SKL Lone Star Technologies, Inc. MAN Gutehoffnungshtte AG
Mann + Hummel Pfleiderer Robert Bosch GmbH R.R. Donnelley &
Sons Company Siemens Siemens / Tyco ThyssenKrupp VA Technologie AG
Woodward Governor Booth Fisheries Corp. Delikat Fabrikker A/S EAC
Plumrose Division H. J. Heinz Co. John Labatt Ltd. K.-H. Asmussen
GmbH & Co Lipton/Van Den Berg Foods MD Foods International
Molson Breweries Noelke Select Beverages Inc. Unilever Canada Ltd.
/ Unilever Foods ABN AMRO N.V. Bank fr Gemeinwirtschaft AG Bank of
America/NationsBank Bank of Indonesia Bank of Melbourne Bayerische
Hypo Bank/ Bayerische Vereinsbank AG Chase Manhattan Bank/Chemical
Bank CIBC/TD DBS/POSBank Erste Bank / Ceska sporitelna HIH
Winterthur Int'l. Holdings K&H / ABN-Amro (Hungary) SBC Warburg
Socit Gnrale Union Bank United Jersey Bank Westpac Banking
Corporation Air Lingus-FLS BahnTrans GmbH Canadian
National/Illinois Central Canadian Pacific Ltd. Federal Express
Corp. Istituto Nazionale Traspo. LOG SPED GmbH Univar Corp. Wegener
N.V. AOK Apex Carrefour - Promodes Destec Energy, Inc. Enso-Gutzeit
OY HOCHTIEF / Turner Illinois Power Casino- Monoprix Nagano Toyota
Motor Sales Co., Ltd. Pacific Corp. Saint Laurent Paperboard
Staples, Inc. We have used our specific capabilities and know-how
to build a wide range of global merger integration experience with
more than 250 assignments Selection of A.T Kearney merger
integration clients Advanced Medical, Inc./IVAC Systems, Inc. Agr
Evo Air Liquide/BOC Amoco Arco Baxter International, Inc. BP
Bayer/Hoechst AG Byk Gulden Lomberg Group Dystar Ecolab Inc./Henkel
KGaA GE Plastics Hoechst/Schering AG Hoechst/Rhne-Poulenc
Metallgesellschaft Mobil Monsanto National Patent Medical/American
White Cross Rohm & Haas Shell Sterling Chemical TotalFinaElf
Wella AG TransportationOther Food industry IndustryOil & gas,
chemicals, pharmaceuticalsFinancial institutions
Slide 60
A.T. Kearney 4/1375C/Merger Integration 108319_Macros 60 Our
merger integration competency is brought to life through a style
suitable for merger integration activityswiftness and analytical
rigor matched with sensitivity and buy-in A.T. Kearney Merger
Integration Practice Competencies Merger Engagements MI Approach
Intellectual Capital Development Consulted to many of the worlds
top corporations An independent strategic view Advisory role in
many of the major mergers in the past decade Merger integration
experience across industries and geographies Formalized feedback
processes within the firm to capture and advance post merger
integration best practices Highly developed project/risk management
skills Proven ability to expedite change in large organizations
Seasoned Expertise Knowledge of Best Practices Tangible Results
Cross-functional and cross-company team- based approach
Well-structured and flexible work plan Early and recurrent
management buy-in opportunities Culturally versed and flexible
Tangible results mindset Cooperative, participatory style Leverage
client knowledge base Objective, fact-based analysis and practical,
feasible recommendations Local resources/global support A.T.
Kearney's Approach To Client Work