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1、March 2002,Merger Integration,Intellectual Capital Collection Generic Proposal,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 Qualifi
2、cations,Executive 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
3、qualitative 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-Buil
4、ding Growth 2001,Revenue Growth,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” strategi
5、es 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,Few mergers actually create shareholder value,Source:A.T. Kearney Analysis 2001, SDC database, Global Worldscope,Acquirers Value Growth Foll
6、owing a Merger,Top performing 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-Performing Mergers,10%,Bu
7、siness 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
8、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 incom
9、patible,Human component,High number of people potentially involved (operational, functional and executive people) Risk of cultural mismatch Scarce resources to bridge between merged companies, explaining why only few mergers and acquisitions succeed fully,Note: (1) Shareholder returns from buyer div
10、ided by shareholder returns (industry average) after the merger Sources : 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 signi
11、ficant shareholder value,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
12、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
13、%,-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 adherence facilitates a fair and robust decision making process,Project Risk Prioritization,Risk Identification,Risk Cat
14、egorization,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 t
15、he 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,A,B,C,D,Business Criticality,Project2,Project3,Project6,Project1,Project4,Project5,Many issues are closed by making assumptions,Ris
16、ks,Assumptions,Issues,ProjectPlans,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,Merger Risk Profile,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 dec
