《并购整合咨询框架》PPT课件

March 2002Merger IntegrationIntellectual Capital CollectionGeneric Proposal A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 2 Table of contentsn Executive Summaryn Our Understanding of Your Situationn A.T. Kearneys Perspective on Merger Integrationn Proposed Overall Approach n Realizing Integration Synergiesn Integration Managementn A.T. Kearney Qualifications A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 3 Executive SummaryThis section is tailored to the client situation and summarizes the approach proposed in the document A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 4 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 qualitative analysis that demonstrate our insight into the clients particular challenges and drivers of success for the integration 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 2001 RevenueGrowth Value GrowthUnder performers Profit SeekersSimple Growers Value GrowersGrowth Matrix (CAGR 1988-2000)13.8% -2.7%Revenue Value 18.0% 21.5%Revenue Value 3.6% -3.6% Revenue Value 4.1% 12.8% Revenue Value Value Growers Follow Conscious, Constant Process To Growth A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 7 Mergers and acquisitions are key growth drivers What really matters in “acquisition for growth” strategies is executionSource: A.T. Kearney Monograph on Value-Building Growth 200140% 100%60%External Internal Total Growth Sources of Growth40% of Growth Is From Acquisitions 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 shareholder value Value growth3% 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% A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 9 Business 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 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-dependence of the decisions Short term and strategic decisions may seem incompatible Human component High number of people potentially involved (operational, functional and executive people) Risk of cultural mismatch Scarce resources to bridge between merged companiesUsual Management decisionsStrategy Datastream 29% 14% 57% HigherNochange Lower100% = 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 PerformingMergersUnder performance Outperformance Number of companiesIndustry averageOnly 42% of Companies Outperform Their Peers in Shareholder Value(1)42%58% A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 11 Top performers across most industries can create significant shareholder value Creation ofShareholderReturnsErosion ofShareholderReturns 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 stock price appreciationsSources: Datastream; A.T. Kearney Analysis 2001Retailers 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%-46.8%-26.5%-27.2%-19.4%-24.1%Recreation Chemicals Metal Producers Paper 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. 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 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 on internal/external communications Instill robust, well-defined processes to ensure objective and timely risk and interdependency tracking Sense of UrgencyTop-Level Leadership Selected QuicklyClear Synergy GoalsManage Market ExpectationsExplicit Focus on CustomersOpen, Timely and Consistent Communications Decentralized Merger IntegrationStrong Central Integration OfficeWell-Defined Processes A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 14Source: A.T. Kearneys global PMI survey 98 Value Capture of Top Performers Over Time15% Year 1 Year 2Cumulative ValueCapture After Two Years 85% TimeClosingthe Deal 1 2 3 4 5 6 7 8 9 10-10-8-6-4-2024 6ValueCapture/Loss($ MM) Year in Which Synergies Are RealizedTiming 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 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 comprehensive toolkit to support planning and implementation throughout the merger process to ensure value captureA.T. Kearneys Merger Integration FrameworkDevelop Strategy Establish Structure and Plan Merger/Acquisition optionsCreate/articulate/validateMarkets/customersCompetitionResourcesSources of valueUnderstand type of merger Establish the integration programBuild integration capabilityAssess sources of valueDevelop organization strategy adherence facilitates a fair and robust decision making processProject Risk Prioritization Risk Identification Risk Categorization Project Prioritization Business Criticality And SizeBusiness Criticality how much does it matter if the project does not meet 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 ComplexityHighLow HighDCBA A B C DBusiness Criticality Project2Project3Project6 Project1Project4 Project5 Ref Project Area Pre-milestone Mile-stone Post milestone1 Data conversion process2 Data volumes/sizing3 Operations changes4 Systems changes5 Test plans/test execution6 Contingency plans7 Staffing and resources8 Controls and standards9 Metrics and benchmarking10 Training/education11 Cross project communications12 Customer impact13 Problem reporting/escalationMany issues are closed by making assumptionsRisksAssumptionsIssues ProjectPlansRisk Plans Issues are open questionsUnstable/sensitive assumptions create risksSignificant risks need to be managedIssues, Assumptions And Risks Are Inherent In The Project Plans Risk ReductionRedAmberGreenMerger Risk Profile Now FutureGreenAmberRed TimeCriticality Illustrative ChallengesDecision MakingPlanning/ExecutionReporting Benefits of Proactive Risk Management Cross organizational input and dedicated facilitation ensures objective input Milestone risks associated with decision timing are derived from process-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 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 25 To assess and achieve their synergies, all teams can leverage a number of A.T. Kearneys proven methodologies and tools as appropriateStreamlining the Organization Reducing Purchased CostsObjectives: Focus Areas:Methodology and Tools Determine management and governance structureIntegrate officesAlign HR policies and proceduresFinance / AccountingLegal / RegulatoryITHRCorporate 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 EffectivenessIncrease 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 IllustrativeLeveraging AssetsMaximize asset utilizationBottling plant consolidationWarehouse consolidation Realize network synergiesFixed assetsCapital expendituresInventoryProcurementSupply Chain TransformationOperating Asset EffectivenessStreamlining Product Portfolios and NetworksRationalize product offering and customer baseEvaluate and implement optimal network strategyProduct OfferingCustomer requirementsNetwork cost and capacityProduct Portfolio and Network Rationalization Methodology Operating Networks Integration A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 26 Rapid benefit delivery is feasible through integrating the operating network ManufacturingCapabilities What can 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 inventory Which is the most cost efficient network configuration Are there cost synergies with other Dannon productsManufacturing Capabilities Network ConfigurationSeveral IterationsLocal MarketRequirements What are the market requirements What is the current/future competitive positioning What distribution channels are growing fastestMarket Requirements 1A.T. Kearney 6/Document#/I.D.Sample PreliminaryScenarioSKU tree 1 SKU 2 SKU 3ProliferationLevelABCDEEFGHI 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 16 12 18 24 6 12 18 24 6 12 18 24 6 12 18 24 6 12 18 24 6 12 18 24 6 12 18 24ResealableClassicBlueGBHClassic ResealableCompactBlueGBHCompact ResealableClassicWhiteEBH ClassicResealableClassicWhiteMechanical ResealableCompactWhiteEBH CompactResealableCompactWhiteMechanical ResealableClassicWhiteGBHClassicMenthol/Euca111 28412232113NumberofVariantsPortfolio Which SKUs are offered Which specific product characteristics Which emerging technologies/competitive offerings How is product bundled and promotedSKU Tree 70A.T. Kearney 6/98.290262% 37% 35% 32% 28% 28% 21% 16% 14% 10%Site 1 0S ite 9S ite 8S ite 7S ite 6S ite 5Site 4S ite 3S ite 2S ite 197% 45%59% 36%54%69%50% 24% 31% 19%Uptim e EfficiencyOverall Efficiency(= Uptime Efficiency x % MPP) 36Current Sites: 4Future Sites: 3Current Sites: 8Future Sites: 5 Current Sites: 2Future Sites: 1Current Sites: 1Future Sites: 1 Current Sites: 3Future Sites: 2Current Sites: 2Future Sites: 1 Current Sites: 2Future Sites: 1Current Sites: 1Future Sites: 1SKU 1Key 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 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 capabilitiesOutsource 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 outsourceHigh HighLowLowActivity 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 the 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 venture going forward a formal process can help in facilitating this thinkingIdentify the Operating Model and Detailed Operating Structure and Characteristics of Each Firm Determine New Operating Model, and Appropriate BenchmarksMake the High Level Choices As to How the Company Operates Going Forward Step 1 Step 3Step 2 Define and Align SupportFunctions Step 4 HoldingCompany StrategicArchitect OperatorFunctionalStrategyFinancial ControlCapital AllocationResource ManagementAccountabilityCorporate Staff Size AutonomyMarketingStaff Placement DWNA/JV Partner Support Function AlignmentHoldingCompany StrategicArchitect Operator FunctionalFinance Accounts Payable P/L accounting Consolidation/ corporatereporting Tax Treasury Planning/budgetingHuman Resources Benefits/administration Benefits planning Compensation planning BBCBBBB/OB/OB CC/BCC/BCBC/OC/OC/B CCCCCCC/OC/OC CCCCCC/BC/OC/OC C = CorporateB = Business UnitO = Outsourced Effective, fast rationalization and savingsBest practices “Corporate Center”BG1BG2BG3OtherBusiness Group ?Stand AloneModel DWNABG1BG2BG3Business Group ? ? Model Create Joint Venture Organization Corporate Center Rationalization Methodology JV PartnerBG1BG2BG3Business Group ? ? ? Model A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 29 7. Continuously Benchmark and Monitor Supplier Improvement6. Operationally Integrate Supplier(s)Strategic sourcing is a powerful methodology for leveraging the combined spending base and procurement capabilities of the merged organizationKey Elements A.T. KearneyIntellectualCapital Employed 5. Select CompetitiveSupplier(s)4. Select Implementation Path3. GenerateSupplier Profile2. Develop Sourcing Strategy1. Define Sourcing Categories Embed supplier 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 Implement systems to monitor results Implementation templates Tailor and issue RFPs Analyze responses Develop targeted negotiation strategy Negotiate a deal Electronic procurement toolsInternet RFPs On-line auction tools Benchmarks Select supplier development or negotiation path including use of market 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 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 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 purchasing; demand management and change management Change ManagementDemandManagement Embed achieved savings by transforming organization, structure, processes, policies, and systemsTangibleResultsApplicationMethodology Reduce costs by decreasing or eliminating the demand for goods and services Eliminate DemandReduce QuantityReduce QualityReduce FrequencySubstituteImpose Onerous ApprovalsHeighten Cost Awareness Conservative Aggressive Greatest LowestOpportunity Demand Reduction Hierarchy Reevaluate external purchases and restructure supplier relationships to get best value for the company (price, quality and service) GlobalSourcingReached Info.Transparency BuyerLeverage ProductSpecificationImprovement JointProcessImprovementRelationshipRestructuring StrategicPurchasing StrategicSourcing Organization and Skills Process SystemsStrategic Procurement VisionProcurement PoliciesRedesignedProcessesOrganizationalStructure andInfrastructure Technology Tools(Information Systems)Implementation ofProcess LinkagesPerformance MetricsTransition Management, Communications, Training Strategic Sourcing Approach Overview A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 31 Integration-Related Strategic SourcingStrategic Sourcing is effective in integration environments since it can be started immediately, deliver major savings and contribute to building the new companyIntegration Savings Leveraging scale Capitalize on combined buying power Use leverage to restructure supplier offerings Mitigate supply risks by managing vendor concentration Generating efficiencies Spread technology investment over increased purchasing base Evaluate/select the best existing purchasing systems for use in the new organization Rapid transfer of best practice RFI/RFP harmonization Convergence of procurement practices and guidelines Build the New Company Teamwork across the new enterprise: All categories All business units All geographies (domestic and/or global) Bottom-up initiative driven by the “new” team Service levels/needs Demand dynamics Organizational similarities and differences Relatively undisruptive (products and services not people) Helps new management to understand their operation in detail Opportunity to redesign processes to reflect the new organization, and embed world class procurement as a core competency in the new company A.T. Kearney 4/1375C/Merger Integration 108319 _Macros 32 The sales productivity effort should include Customer Retention Methodology to understand the key risks for customer defection and action plans to address themStep 1 Step 2 Defection/Loyalty Segmentation Step 3Create Targeted Retention Programs Retention bonus/incentives Differentiated service levels Enhanced product applications Customized communication Customized product benefits Early warningHigh Value CustomersContribution RetentionValue Channel Management Channel migration prici