《并购整合咨询框架.ppt》由会员分享，可在线阅读，更多相关《并购整合咨询框架.ppt（60页珍藏版）》请在三一办公上搜索。
1、March 2002,Merger Integration,Intellectual Capital CollectionGeneric Proposal,Table of contents,Executive SummaryOur Understanding of Your SituationA.T.Kearneys Perspective on Merger IntegrationProposed Overall ApproachRealizing Integration SynergiesIntegration ManagementA.T.Kearney Qualifications,E
2、xecutive SummaryThis section is tailored to the client situation and summarizes the approach proposed in the document,Our Understanding your SituationThis section is tailored to the client situation and summarizes the key drivers of the merger.It should highlight relevant quantitative and qualitativ
3、e analysis that demonstrate our insight into the clients particular challenges and drivers of success for the integration,A.T.Kearneys Perspective on Merger Integration,The best value-builders combine organic growth with mergers and acquisitions,Source:A.T.Kearney Monograph on Value-Building Growth
4、2001,RevenueGrowth,Value Growth,Under performers,Profit Seekers,Simple Growers,Value Growers,Growth Matrix(CAGR 1988-2000),Value Growers Follow Conscious,Constant Process To Growth,Mergers and acquisitions are key growth drivers,What really matters in“acquisition for growth”strategies is execution,S
5、ource:A.T.Kearney Monograph on Value-Building Growth 2001,Sources of Growth,40%of Growth Is From Acquisitions,Value Growers Manage Both Well,Few mergers actually create shareholder value,Source:A.T.Kearney Analysis 2001,SDC database,Global Worldscope,Acquirers Value Growth Following a Merger,Top per
6、forming mergers create significant shareholder value,Value growth,3%,8%,12%,27%,21%,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-PerformingMergers,10%,Business Integration issue
7、s 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 areasDozens of projects/initiatives and risks to be managed,Time pressure,All stakeholders expect rapid execution(shar
8、eholders,employees,management,regulation committees,government,)Decisions need to be made without delay,Simultaneity,Co-existence of strategic,tactic and operational decisionsStrong inter-dependence of the decisionsShort term and strategic decisions may seem incompatible,Human component,High number
9、of people potentially involved(operational,functional and executive people)Risk of cultural mismatchScarce resources to bridge between merged companies,explaining why only few mergers and acquisitions succeed fully,Note:(1)Shareholder returns from buyer divided by shareholder returns(industry averag
10、e)after the mergerSources:A.T.Kearney analysis,Global PMI Survey,1998;Datastream,Higher,Nochange,Lower,100%=230 companies,Only 29%of Companies Realize an Increase in Aggregate Profitability,Top performers across most industries can create significant shareholder value,Note:(1)Total shareholder retur
11、ns 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 appreciationsSources:Datastream;A.T.Kearney A
12、nalysis 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%,-4
13、6.8%,-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
14、,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 inMerger Integration,Under
15、-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 Integ
16、ration Survey 1998,Percent of Respondents,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,Source:A.T.Kearneys global PMI survey 98,V
17、alue Capture of Top Performers Over Time,15%,Year 1,Year 2,Cumulative ValueCapture After Two Years,85%,Time,Closingthe Deal,1,2,3,4,5,6,7,8,9,10,-10,-8,-6,-4,-2,0,2,4,6,ValueCapture/Loss($MM),Year in Which Synergies Are Realized,Timing of Synergy Realization Is Also Critical,Source:Marl L Sirower:Th
18、e Synergy Trap.Calculated based on a$10MM acquisition premium,representing 50%of market value,In our experience,the most critical element in achieving targeted benefits is speed,Proposed Overall Approach,A.T.Kearney has a flexible merger integration framework with a comprehensive toolkit to support
19、planning and implementation throughout the merger process to ensure value capture,A.T.Kearneys Merger Integration Framework,Develop Strategy,Establish Structure and Plan,Merger/Acquisition optionsCreate/articulate/validateMarkets/customersCompetitionResourcesSources of valueUnderstand type of merger
20、,Establish the integration programBuild integration capability,Assess sources of valueDevelop organization strategy&design,Develop IT integration strategyDesign/harmonize HR policies,Create master plan and prioritize,Validate sources of valueImplement quick hits,Develop SOV IT enablersImplement HR p
21、lan,Monitor progress and risk,Execute the planRealign the organization,Implement IT integration plan,Merger Manage-ment,Sourcesof Value,MergerEnablers,Change of Control,Shareholder Approval,MOU,Integrated Planning and Initial Rollout,Full-Scale Rollout,DayOne,Phase 0,Phase I,Phase II,Phase III,Multi
22、ple ToolsExist for All Cells,This allows merging entities to rapidly capture available sources of value by focusing on operational synergies,as well as seamlessly merging the organizations,Merge the Organizations as Seamlessly as Possible,Develop and communicate a shared strategic agenda DefineOrgan
23、ization structures/leadershipKey business processesTechnology platform/architectureChange integration requirementsDrive top line growthNew value propositions/productsCross selling/sales pull throughEnsure customer focus/retention,Integrate day-to-day operations Ensure sustainable changePosition for
24、growth,Achieve$XX million(annual rate)of synergy savings within 1218 monthsSalesOperationsProcurementCorporate overlap and duplicationCost of distributionTechnology/R&DOthers to be identifiedEliminate/minimize sources of risk,Drive the short-term valueExceed the markets expectations,MI Sources of Va
25、lue,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 Develop-ment Team,Corporate CenterTeam,Global OperationsTea
26、m,Global SourcingTeam,Technology/R&DTeam,Human ResourcesTeam,Information TechnologyTeam,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 TeamsValue Capture TeamsEnabler
27、 Teams,Set overall directionMake critical decisionsDevelop guiding principles,Provide integration management leadership and support,Implementation,Full-Scale Rollout,Integrated Planning and Initial Rollout,Establish Structure and Plan,By launching the integration effort prior to change of control,si
28、gnificant 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,DataRepository,Comm.Planning,Oversight/Visibility Rm,Analysis,Opportunities,Initial Prior
29、itization,Initial Sequencing,Data Collection/Analyses,Operations/Asset ConsolidationDiagnostic Pack,PP 1PP 2PP 3PP 4,Init,Q1 Q2 Q3 Q4,PP1,PP2,PP3,PP4,Data Collection/Analyses,Business Unit(e.g.,Services)Diagnostic Pack,CS 1CS 2CS 3CS 4,Init,Q1 Q2 Q3 Q4,CS1,CS2,CS3,CS4,Phase I(“Clean Team”),Master Ca
30、lendar,Day/Week/Month 1 Plans,Sources of Value Identification,Baseline Dev./Tracking,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 oppo
31、rtunities 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 companiesHighlight best practices in existing companies and external kno
32、wledge and recommend ongoing merged operating practicesDetermine risk factors in merger for ongoing risk management during implementation,Data CollectionOrganization assessmentHypotheses developmentPreliminary planning,Company A,Company B,OpenJoint Client Team Meetings,A.T.Kearney“Clean Team”,Merger
33、 SynergyHypotheses,Pre-Change of Control,Post-Change of Control,Validated Initiatives,Accelerate decision making by providing access to comprehensive databases and detailed analysisShare and validate findings with joint client teamsFinalize initiatives based on validated hypothesesDevelop implementa
34、tion plansAssist 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,LimitedJoint Client Team Meetings,After change
35、of control,the teams quickly finalize not identify synergy opportunities and gain consensus,Results Tracking/Risk Assessment,Begin Implementation,Initial Prioritization and Sequence,Master Plan Sequencing,Full Team Meetings,Disclose and ValidateModify and RefineFinalize Savings Opportunities and Pri
36、oritizationIdentify Interdependencies,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,Init
37、,Q1 Q2 Q3 Q4,PP1,IT Requirements/Enablers,Master Plan Detail,Communication,Full-Scale Rollout,Integrated Planning and Initial Rollout,Establish Structure and Plan,The transition to full-scale rollout and implementation of initiatives is supported by a clear tracking process,Initiative Status Managem
38、ent,Size=$Saved,6,12,18,Green,Yellow,Red,Risk,Time to Complete Implementation,Cost Saves and Growth Achievement,Implementation,Communication,Phase III,Full-Scale Rollout,Integrated Planning and Initial Rollout,Establish Structure and Plan,Source:A.T.Kearney Merger Integration,Throughout the effort,m
39、anaging risk is a formalized methodology;adherence facilitates a fair and robust decision making process,Project Risk Prioritization,Risk Identification,Risk Categorization,Project Prioritization Business Criticality And Size,Business Criticality how much does it matter if the project does not meet
40、its objective?A=Incremental benefit but current processes will sufficeB=Supports strategy but manageable impact if project fails/delayedC=Important to the strategy with significant impact if project fails/delayedD=Critical impact/must keep up with competitors/cannot continue business,Complexity,High
41、,Low,High,D,C,B,A,A,B,C,D,Business Criticality,Project2,Project3,Project6,Project1,Project4,Project5,Many issues are closed by making assumptions,Risks,Assumptions,Issues,ProjectPlans,Risk Plans,Issues are open questions,Unstable/sensitive assumptions create risks,Significant risks need to be manage
42、d,Issues,Assumptions And Risks Are Inherent In The Project Plans,Risk Reduction,Merger Risk Profile,Illustrative,Challenges,Decision MakingPlanning/ExecutionReporting,Benefits of Proactive Risk Management,Cross organizational input and dedicated facilitation ensures objective inputMilestone risks as
43、sociated with decision timing are derived from process-wide initiativesRisk process highlights resource vulnerabilities.Sense of urgency associated with the process forces discussions and actionsProactive management and facilitation objectively evaluates all communication risks.Forum offers particip
44、ants a chance to agree or disagreeConcise updates focused on cross-organizational risks direct attention where it is neededClear assignment of risk ownership and action responsibilities eliminate confusion,Realizing Integration Synergies,To assess and achieve their synergies,all teams can leverage a
45、 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 structureIntegrate officesAlign HR policies and proceduresFinance/AccountingLegal/Regulatory
46、ITHRCorporate Center Rationalization,Leverage corporate spendLeverage purchasing volumesDirect materialsPurchased servicesIndirect materialsCapital expendituresStrategic SourcingE-Sourcing(eBreviate)Market exchange strategy(LSN),Supporting Methodologies and Tools,Increasing Sales Force Effectiveness
47、,Increase revenue productivity of sales forceIncrease knowledge and value-added selling capabilitiesExplore channel leverage(i.e.,Dealer/Reseller network)Sales force effectivenessCross-sellingSales Force Effectiveness MethodologyCustomer Retention Methodology,Illustrative,Leveraging Assets,Maximize
48、asset utilizationBottling plant consolidationWarehouse consolidationRealize network synergiesFixed assetsCapital expendituresInventoryProcurementSupply Chain TransformationOperating Asset Effectiveness,Streamlining Product Portfolios and Networks,Rationalize product offering and customer baseEvaluat
49、e and implement optimal network strategyProduct OfferingCustomer requirementsNetwork cost and capacityProduct Portfolio and Network Rationalization MethodologyOperating Networks Integration,Rapid benefit delivery is feasible through integrating the operating network,ManufacturingCapabilities,What ca
50、n be produced Where How does throughput vary by location and plant capability What are the capacity constraints,NetworkConfiguration,Which are the costs of transportation,handling and inventoryWhich is the most cost efficient network configurationAre there cost synergies with other Dannon products,M
