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eMerger Collaborative Merger Integration & Management Solution
April 2001v1.0
2
Employees Question Job Security
Customers Require Delivery Assurance
Suppliers Require Future Role Certainty
Shareholders Demand Economic Growth
eMERGER ENABLES EARLY DECISIONS ABOUT FUTURE STRATEGY TO ABATE STAKEHOLDER CONCERNS THROUGHOUT THE PRE- AND POST-MERGER PROCESS
Introduction...
3
eMERGER PROVIDES THE IGNITION TO JUMPSTART POST-INTEGRATION MERGER ACTIVITY IN THE PRE-CLOSE DAYS
SUCCESSFUL MERGERS HAVE SOMETHING IN COMMON...SPEED TO COMPLETION
Pre-Close Design• Create hypotheses
by synergy type• Quantify potential
synergy impact• Identify workload
drivers• Quantify synergy
opportunities
Pre-Close Design• Develop Org Structure• Baseline Headcount• Develop P&L and
Budget• Identify Integration
Issues and Tasks
Day 1• Implement integration and
synergy workplan• Focus on post-closing day
tasks• Validate synergy
hypotheses
Pre-Close Design• Conduct Activity Mapping • Develop Checklists• Identify Integration Issues
and Tasks• Conduct Brainstorming
Sessions CLOSE
• Enables confidential data collection in common templates• Limits each company’s access to only its own data• Tracks integration and synergy tasks for PMI
• Provides merged data of both companies• Provides on-going data collection• Enables synergy tracking
eMerger
Introduction...
Post-Close Integration• Submit data and provide
reports to validate synergy hypotheses
4
eMERGER ENABLES DATA COLLECTION, ANALYSIS AND REPORTING ACROSS GEOGRAPHICALLY DISPERSED LOCATIONS
Introduction...
• As data is scattered and inconsistent over multiple locations, eMerger enables access from any location
• eMerger’s password protection ensures secure access and change control
• Standard templates provide consistent, comparable data that can be aggregated
• Pre-merged company data is strictly separated through the use of separate sites to prevent leakage of proprietary data
5
eMERGER CAPTURES FINANCIAL DATA TO FACILITATE EARLY DECISION MAKING ABOUT FUTURE STRATEGY THROUGH BASELINE TRACKING, SYNERGY TRACKING, AND PROGRAM MANAGEMENT
Baseline Tracking Synergy Tracking Program Management
Operational Baseline Financial Baseline
Industrial
Logistics
Product Planning /Product Development
Purchasing
IS / IT
Sales Finance
HR
Commercial
More…
P&L by Brand
Cash Flow by Brand
Balance Sheet by Brand
By Function…
Headcount
Actuals
By FunctionBy Level
Headcount Tracking
Synergy Tracking
Financials (Targetsand Actuals
P&L Cash FlowsBalance sheetby brand
Synergy Target byfunction and project
Synergy Target byfunction and project
Master Meeting Schedule
Team Contacts
Master Repository
Program Management
By functionBy topicBy any criteria
OrganizationstructureAll documents
Master Data list
Team update
Introduction...
6
SYNERGY ANALYSIS BEGINS WITH IDENTIFIED POTENTIAL OPPORTUNITIES AND LEVERAGES DATA COLLECTED IN eMERGER’s BASELINE
All Other Expense
Redundant facilities
Unassigned
Operating Expense
Reduction
Labor(Redundant Workforce)
Unfilled labor
Gap
$ B
ILL
ION
S
Revenue
Note: Synergy total against $1.8B target
SUCCESSFUL MERGERS AGREE ON CLEAR STRATEGY AND ORGANIZATION STRUCTURE BEFORE THE DEAL IS CLOSED
Synergy Target
$0.5
$1.0
$1.5
$2.0
$0.0
Introduction...
7
eMERGER WALKTHROUGHeMERGER WALKTHROUGH
8
IDENTIFYING THE ORGANIZATIONAL STRUCTURE OF EACH PRE-MERGER COMPANY DRIVES EFFICIENT DATA COLLECTION AND ANALYSIS
Getting Started...
A B
AB
9
PRIOR TO REGULATORY APPROVAL, eMERGER PROVIDES SECURE DATA COLLECTION PREVENTING DATA SHARING BETWEEN MERGING COMPANIES
SECURE DATA COLLECTION
• Separate, firewall-protected sites ensure a leak-proof environment for your data
• Data hosted and monitored by impartial third party
• Strict access rights limit unauthorized use of sensitive data
Security...
10
eMERGER’S HEADCOUNT TEMPLATES FACILITATE THE COLLECTION AND UPDATING OF BASELINE PERSONNEL DATA
HEADCOUNT DATA COLLECTION
• Record pre-merger headcount totals by region, job function, and employment status
• Update information to reflect specific time periods
• Help predict and plan headcount synergies for the post-merger company
• Track and report on workforce organization and headcount totals in the post-merger environment
Data Collection...
11
RUN PRE-DEFINED REPORTS OR DEFINE CUSTOM REPORTS TO MONITOR CASH FLOW, EXPENSES AND PROFIT/LOSS OVER SPECIFIED TIME PERIODS
PRE-DEFINED REPORTS
• Record pre-merger headcount totals by region, job function, and employment status
• Tailor reports to reflect regional and departmental divisions
• Conduct ongoing reporting to monitor financial hypotheses validation and prize attainment
• Standardize information with reusable templates which could be used as a model for the new company’s ongoing budget
Reports...
12
eMERGER OFFERS PROGRAM MANAGEMENT CAPABILITY TO MANAGE MERGER INTEGRATION AND SYNERGY TASKS ACROSS THE MERGER TEAM
PROGRAM MANAGEMENT
• Define and publish high-level charter documents
• Assign and monitor completion of integration/synergy tasks
• Identify and track milestones
• Communicate merger-related issues
• Provide central document repository for collaboration among merger teams
Program Management...
13
IDENTIFYING AND ACHIEVING FINANCIAL AND OPERATIONAL SYNERGIES BETWEEN MERGING COMPANIES IS VITAL
… eMERGER’S SYNERGY TRACKING ENABLES YOUR POST-MERGER INTEGRATION ANALYSES
SYNERGY TRACKING
• Baseline headcount, financial, and other important data
• Record the assumptions that explain synergies
• Develop the workplans/ tasks and assign responsibilities to achieve synergy targets
Synergies...
14
eMERGER ENABLES TIMELY MERGER CLOSURE AND ENSURES POST MERGER INTEGRATION SUCCESS
Summary...
eMerger enables the pre-close planning through post-merger integration processes for a successful merger:
• Collects baseline data and enables periodic updates to monitor merger progress
• Separates confidential data collection throughout the pre-close planning phase
• Enables data collection, analysis and reporting across geographically dispersed locations
• Provides collaboration for document exchange and program management communication
• Employs usability by leveraging common templates
• Tracks integration and synergy tasks throughout the merger
• Manages on-going data collection
eMerger is a world-class collaborative merger integration and management solution. Leveraging this tool, you can baseline, track and collaborate on planned synergies to close mergers in less time, increasing shareholder value in the merged organization.
eMerger is a world-class collaborative merger integration and management solution. Leveraging this tool, you can baseline, track and collaborate on planned synergies to close mergers in less time, increasing shareholder value in the merged organization.