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1、march 2002 merger integration intellectual capital collection generic proposal a.t. kearney 4/1375c/merger integration 108319_macros 2 table of contents nexecutive summary nour understanding of your situation na.t. kearneys perspective on merger integration nproposed overall approach nrealizing inte

2、gration synergies nintegration management na.t. kearney qualifications 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 a.t. kearney 4/1375c/merger integration 108319_macros

3、 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 int

4、egration a.t. kearney 4/1375c/merger integration 108319_macros 5 a.t. kearneys perspective on merger 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

5、 2001 revenue growth value growth under performers profit seekers simple growersvalue growers growth matrix (cagr 1988-2000) 13.8% -2.7% revenuevalue 18.0%21.5% revenuevalue 3.6% -3.6% revenuevalue 4.1% 12.8% revenuevalue value growers follow conscious, constant process to growth a.t. kearney 4/1375

6、c/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 40% 100% 60% externalinternaltotal growth sources of growth 40% of growth is from a

7、cquisitions value growers manage both well 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 acquirers value growth following a merger top performing mergers create significant shar

8、eholder 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-performing mergers 10% a.t. kearney 4/1375c/merger integration 108319_macros 9 business integrati

9、on 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 exe

10、cution (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 co

11、mponent 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 datastream 29% 14% 57% higher no change lower 100% = 230 companies only 29% of companies

12、 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 companies industry average only 42% of companies outperform their peers in shareholder value(1) 42%58% a.t. k

13、earney 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 time

14、frame 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%

15、 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 p

16、aper transportation diversified drugs, cosmetics 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. s

17、et 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 condu

18、ct 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

19、 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 c

20、ommunications decentralized merger integration strong central integration office well-defined processes a.t. kearney 4/1375c/merger integration 108319_macros 14 source: a.t. kearneys global pmi survey 98 value capture of top performers over time 15% year 1year 2 cumulative value capture after two ye

21、ars 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

22、 in our experience, the most critical element in achieving targeted benefits is speed a.t. kearney 4/1375c/merger integration 108319_macros 15 proposed overall approach a.t. kearney 4/1375c/merger integration 108319_macros 16 a.t. kearney has a flexible merger integration framework with a comprehens

23、ive 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 v

24、alue understand type of merger establish the integration program build integration capability assess sources of value develop organization strategy adherence facilitates a fair and robust decision making process project risk prioritizationrisk identificationrisk categorization project prioritization

25、 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 impac

26、t 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 refproject areapre-mile stone mile- stone post mile stone 1data conversion proce

27、ss 2data volumes/sizing 3operations changes 4systems changes 5test plans/test execution 6contingency plans 7staffing and resources 8controls and standards 9metrics and benchmarking 10training/education 11cross project communications 12customer impact 13problem reporting/escalation many issues are cl

28、osed 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 n

29、owfuture 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

30、-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

31、 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 24 realizing integration synergies a.t. kearney 4/1375c/merger integration 108319_macros

32、 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 offi

33、ces 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 exchan

34、ge 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

35、 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 effec

36、tiveness 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 integrati

37、on 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 configura

38、tion 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

39、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 612 18 24612 18 24612 18 24612 18

40、 24612 18 24612 18 24612 18 24 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 1

41、11 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 70a.t. ke arney 6/9 8.2902 62% 37% 35% 32% 28%28% 21% 16% 14% 10% site 1 0s ite 9s ite 8s

42、ite 7s ite 6s ite 5site 4s ite 3s ite 2s ite 1 97% 45% 59% 36% 54% 69% 50% 24% 31% 19% uptim e efficie nc y overall efficie ncy (= uptime effic iency x % mpp) 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 curren

43、t 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 a.t. kearney 4/1375c/merger integration 108319_macros 27 which entity in the supply chain should develop a capability

44、 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 c

45、apabilities 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 highlow low activit

46、y 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 th

47、e short- to medium-term can the required capability be developed in-house to be highly efficient and effective in an activity? 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 ventu

48、re 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 s

49、tep 1step 3step 2 define and align support functions step 4 holding company strategic architect operatorfunctional strategy financial control capital allocation resource management accountability corporate staff size autonomy marketing staff placement dwna/jv partnersupport function alignment holdin

50、g company strategic architectoperator functional 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/o b c c/b c c/b c b c/o c/o c/b c c c c c c c/

51、o c/o c c c c c c c/b c/o 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 corporat

52、e center rationalization methodology jv partner bg1 bg2 bg3 business group ? ? ? model 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 leveragin

53、g 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 s

54、upplier 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 imple

55、ment 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

56、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

57、 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

58、total cost and savings targets proven database and management tools existing supply category profiles seven step strategic sourcing methodology a.t. kearney 4/1375c/merger integration 108319_macros 30 strategic sourcing has a goal of delivering bottom line savings through core elements: strategic pu

59、rchasing; 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

60、eliminate demand reduce quantity reduce quality reduce frequency substitute impose onerous approvals heighten cost awareness conservative aggressivegreatest lowest opportunity demand reduction hierarchy reevaluate external purchases and restructure supplier relationships to get best value for the co