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1、March 2002Merger IntegrationIntellectual Capital CollectionGeneric ProposalA.T. Kearney 4/1375C/Merger Integration108319_Macros2Table of contentsnExecutive SummarynOur Understanding of Your SituationnA.T. Kearneys Perspective on Merger IntegrationnProposed Overall ApproachnRealizing Integration Syne
2、rgiesnIntegration ManagementnA.T. Kearney QualificationsA.T. Kearney 4/1375C/Merger Integration108319_Macros3Executive Summary This section is tailored to the client situation and summarizes the approach proposed in the documentA.T. Kearney 4/1375C/Merger Integration108319_Macros4Our Understanding y
3、our 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 integrationA.T. Kearney 4
4、/1375C/Merger Integration108319_Macros5A.T. Kearneys Perspective on Merger IntegrationA.T. Kearney 4/1375C/Merger Integration108319_Macros6The best value-builders combine organic growth with mergers and acquisitionsSource:A.T. Kearney Monograph on Value-Building Growth 2001Revenue GrowthValue Growth
5、Under performersProfit SeekersSimple GrowersValue GrowersGrowth Matrix (CAGR 1988-2000)Value Growers Follow Conscious, Constant Process To Growth A.T. Kearney 4/1375C/Merger Integration108319_Macros7Mergers and acquisitions are key growth driversWhat really matters in “acquisition for growth” strate
6、gies is executionSource:A.T. Kearney Monograph on Value-Building Growth 2001Sources of Growth40% of Growth Is From Acquisitions Value Growers Manage Both WellA.T. Kearney 4/1375C/Merger Integration108319_Macros8Few mergers actually create shareholder valueSource:A.T. Kearney Analysis 2001, SDC datab
7、ase, Global WorldscopeAcquirers Value Growth Following a MergerTop performing mergers create significant shareholder valueValue growth3%8%12%27%21%16%3%Underperformance compared to industry averageOverperformance compared to industry average-100%-60%-30%30%60%150%-15%15%0%Average: 2.8%49.5%50.5%Top-
8、Performing Mergers10%A.T. Kearney 4/1375C/Merger Integration108319_Macros9Business 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
9、projects/initiatives and risks to be managedTime pressure All stakeholders expect rapid execution (shareholders, employees, management, regulation committees, government,) Decisions need to be made without delaySimultaneity Co-existence of strategic, tactic and operational decisions Strong inter-dep
10、endence of the decisions Short term and strategic decisions may seem incompatibleHuman 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 Strateg
11、y DatastreamHigherNo changeLower100% = 230 companiesOnly 29% of Companies Realize an Increase in Aggregate ProfitabilityPerformance relative to industry average10%11%21%18%17%23%-15%-25%+15%+25%Top Performing MergersUnder performance Outperformance Number of companiesIndustry averageOnly 42% of Comp
12、anies Outperform Their Peers in Shareholder Value(1)42%58%A.T. Kearney 4/1375C/Merger Integration108319_Macros11Top performers across most industries can create significant shareholder valueCreation of Shareholder ReturnsErosion of Shareholder ReturnsNote:(1) Total shareholder returns percentage ove
13、r/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
14、Retailers62.5%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%RecreationChemicalsMetal
15、ProducersPaperTransportationDiversifiedDrugs, 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 caref
16、ully. 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 tool
