Post Merger Integration - Challenges & Solutions

1 | Copyright © 2016 TayganPoint Consulting Group, All rights reserved.

TayganPoint Consulting GroupMERGERS, ACQUISITONS & DIVESTITURESPost Merger Integration

Creating Value + Capturing Synergies


01 IDENTITY

02 INSIGHTS

03 ENGAGEMENT

04 BUSINESS OUTCOMES

05 EXPERIENCE

06 WHY TAYGANPOINT

TABLE OF CONTENTS


identity

01

IdIDENTITY


TAYGANPOINT CONSULTING GROUP

WHO WE ARETayganPoint Consulting Group is a management consulting firm focused on dynamic business transformation.

From strategy through execution, we engage as a partner and a trusted advisor through all phases of your most mission-critical projects.

Aligning people, process, culture and technology, TayganPoint delivers high-value solutions that improve performance, delivering measurable and sustainable results.

Effectively fill gaps, broaden capabilities and create efficiency by leveraging TayganPoint’s deep experience in strategy alignment, process improvement, change management and program management.

WHAT WE BELIEVEWe believe in helping clients achieve measurable, sustainable value.We believe in open and respectful communication.We believe in initiative, integrity, and accountability.We believe in collaboration and transferring knowledge.We believe in giving back to our communities.We believe in true sustainability for our clients, our business and the lives of our employees.

ONE OF CONSULTING MAGAZINE’S SEVEN

SMALL JEWELS

DELIVERING MEANINGFUL SOLUTIONS

10 SEASONEDPROFESSIONALCONSULTANTS 60

LOCAL PRESENCE

GLOBAL REACH

Headquartered inWashington's Crossing, PA

3XNJBIZ

FASTEST GROWING

COMPANIES

YEARS


TRANSFORMATION TOOLKITOPERATE + REALIZEENABLE + EXECUTEENVISION + ALIGN

STRATEGYDevelopment & Alignment

• Strategic Roadmap• Voice of the Customer • Market Assessment,

Benchmarks• Target Operating Model Defined• Current State

Assessment and GAP Analysis

KEY DELIVERABLES• Vision & Strategy• Target Market Identified• Customer Needs Identified • Project Charter• “As Is” Process Baselines• Gap Analysis

DESIGN FUTURE STATEProcess, Technology & Organizational Redesign

• Knowledge Transfer, Training & Communication

• Policies & Procedures Aligned• Benefits Realization• Ongoing Performance

Management

• Stakeholder Alignment and Governance

• Technology Requirements/Design

• Prioritization of Initiatives• Transformation Program

KEY DELIVERABLES• Training & Communication Plan• Tollgate Reviews• Performance Dashboards

CHANGE MANAGEMENT Clarity, Consistency, Transparency & Culture

KEY DELIVERABLES• Stakeholder Analysis• Governance Process• “To Be” Designs• Communication Plan• Roles & Responsibilities

Defined• Transformation Program

IMPLEMENTATIONProgram Management


FINANCE & ACCOUNTING

Finance Function Organization Structure and Alignment, Process and Operations , Improvement, FP&A, PtP, AtR, OtC, Finance

Shared Services

SALES & MARKETINGCall Center Operations

Improvement and Centralization, Multi Channel

Marketing Strategy and Deployment , Shared Services

and Process Integration

MERGERS ACQUISITIONS & DIVESTITURES

Post Merger Integration, Acquisition Planning and

Transition Readiness, PMO / IMO, Change Execution

RESEARCH & DEVELOPMENT

Regulatory & Compliance, Clinical Operations Effectiveness, Enterprise

Process Management, Product Development & Launch Readiness, Program & Portfolio Management,

Design & Implementation, Organizational Effectiveness

OPERATIONS & MANUFACTURING

Lean Processes, Supply Chain Optimization, Performance Measurement & Analytics,

Compliance & Risk Management

INFORMATION TECHNOLOGY

IT Strategy and Operating Model,IT Operational Improvement

& Business Alignment, Data Management & Analytics,

IT Shared Services

WHERE TAYGANPOINTCAN ENGAGE

SHARED SERVICES &

OUTSOURCINGProgram Management, Transition

Management, Knowledge Transfer, Strategic fit assessment,

Organization Design, Change Management


American Electric & PowerAramarkAria SystemsCaesars EntertainmentThe Carlyle GroupCanon Financial ServicesCDWDynegyFannie MaeFidelityFitch RatingsJohn HancockNHS Human ServicesPVH (Phillips-Van Heusen)Reckitt BenckiserRiverside ResearchThermo Fisher ScientificT Rowe PriceVerizonWallenius Wilhelmsen LogisticsWiley Publishing

AllerganAbbVie

Biogen IdecBristol-Myers Squibb

Daiichi-SankyoG&W Laboratories

Johnson & JohnsonMerck & Co.

NovartisNovo Nordisk

OtsukaSanofi Aventis

Quintiles

AltaMed Health Care Hunterdon Medical

CenterDetroit Children’s

HospitalLancaster General

Health

OUR CLIENTS


insights

02

InINSIGHTS


TAYGANPOINT CAPABILITIESSpecific to Mergers, Acquisitions & Divestitures

ORGANIZATIONAL CHANGE MANAGEMENT• Organization Design

• Stakeholder Alignment and Change Execution

• Merger Communications Planning and Execution

• Education, Training, + Communication (ETC)™Planning and Execution

PROCESS IMPROVEMENT• Enterprise Process

Management & Process Reengineering

• Process Rationalization, Integration and Synergies

• Process Improvement Mapping, Assessment and Design

PROGRAM & PROJECT LEADERSHIP• Develop and Deploy Program

Management for Critical Change Initiatives

• PMO Assessment, Design, & Implementation

• Project Management Support and Coaching

• IMO Design and Implementation

STRATEGY ALIGNMENT & EXECUTION• Strategic Planning and Definition

• Merger Integration Planning and Execution

• Alignment and Governance Across Stakeholders

• Performance Management and Balanced Scorecard


CHALLENGES IN MERGER INTEGRATION

Enhanced Risk

AvoidanceDiversified

Product Portfolio

Cultural and Leadership Integration

Product Pipeline

Rebuilding

Effective Due

Diligence

Integration of Sales

Capabilities

Combination Synergies

MARKETPLACE DEMANDS


DIFFERENCES IN APPROACH

11

Individual teams focus on reducing

redundant operations and people

Quick close

Merge processes

Checklists & Templates

Avoid Risk

Cross-sell existing products

Conservative goals

Cost synergies

Cross-functional teams dedicated to finding breakthrough opportunities

Go slow to go fast!

Optimize processes with new org models

Senior leader engagement

Manage Risk

Identify new products to create value

Synergies beyond stated goals

TRADITIONAL INTEGRATED


INTEGRATED APPROACH ELEMENTS

1. Acquisition Strategy

2. Market Review

3. Due Diligence

4. Integration Planning• People Selection• Best of Breed Assessments: People, Process, Technology• Sales & Marketing Alignment• Infrastructure Rationalization

• Redundant Corporate Functions• Facilities & Shared Services

5. Operational Integration• Communication Planning/ Change Management• Integration Plan Management• Organization and Process Optimization• Culture Assessment and Diagnostics


INTEGRATED APPROACH BENEFITS

13

• Clear charter ensures clarity of purpose • Cross-functional teams led by senior leaders• Milestones established early to measure progress• Transparent reporting through established dashboard metrics • Human Resources engaged early in talent assessment• Strong focus on cultural integration• IMO focused on faster realization of deal targets and merger goals• Transformational synergy• Data driven decision making across functions and business units• Clear communication throughout engagement


Rapid and Effective Knowledge Transfer

Lack of Value Capture Realization

Integration Team Resource Constraints

M&A as a Preferred Growth Strategy Expand Customer Base

Extend Geographic Reach

Enter New Lines of Business

Corporate Culture Alignment

Portfolio Rationalization

INDUSTRY TRENDS & CHALLENGES

Post Merger Integration

MERGERSACQUISITIONS&DIVESTITURES


QUESTIONSKey Questions to Consider

To what extent will the target company fit strategically within the larger buyer organization?

Has a review of all the property owned by the target company been completed?

What is the current understanding of the competitive environment in which the target business operates? – move up

What production-related matters need to be reviewed?

What is the extent and quality of the target company technology and intellectual property?

What is the current understanding of the target company’s marketing strategies and arrangements?

What is your understanding of the target company’s management and employee base?

What is the customer base including the level of concentration of the largest customers as well as the sales pipeline?

What are the potential environmental issues the target company may face?

How will you establish, maintain, and update a well-organized online data room to enable due diligence?

engagement

03

TaENGAGEMENT


Integration Process and Framework

Development, Toolkit

Playbook Development

& Training

Due Diligence, Readiness

Assessments, Business Case Development

Pre-Deal Support

Team Selection, Governance, Synergy Management, Value

Realization

Integration Management Office (IMO)

Support

Discovery, Planning, Execution, Budget,

Performance Metrics

Functional Integration

Planning, Execution, Culture and

Communications

Change Management

ENVISION & ALIGN ENABLE & EXECUTE REALIZE & OPERATE

STRATEGY ALIGNMENT + EXECUTION

PROCESS IMPROVEMENT

PROGRAM MANAGEMENT

CHANGE MANAGEMENT

MA&D OFFERINGS


Analyzing Business Strategy and

Identifying IT Strategy

IT Strategy /Business Alignment



Pre-Deal Support


Realization


Support

Discovery, Planning Execution, Budget,

Performance Metrics



Communications

Change Management

MA&D OFFERINGS

Integration Process and Framework Development, Toolkit, ETCSM

Playbook Development

& Training

EXPERT EXPERIENCE

DISCUSSION TOPICS ENGAGEMENT DELIVERABLES

• Developed M&A and Divestiture playbooks for multiple functional areas

• Managed and implemented large scale M&A post-deal planning and integration projects

• Experienced in course development for new systems and processes

• Build Strategy on a Page

• Facilitate Framework Development

• Do you have an overarching integration framework?

• What are your standard processes and tools and are these documented and maintained in a central location?



Development, Toolkit, ETCSM

Playbook Development &

Training

Enabling and Building the Planning, Funding

and Strategy of IT Projects

IT Portfolio


Realization


Support


Performance Metrics



Communications

Change Management



Pre-Deal Support

EXPERT EXPERIENCE

DISCUSSION TOPICS ENGAGEMENT CAPABILITIES

MA&D OFFERINGS

• Due diligence team leadership (all operational aspects of acquisition evaluation)

• Best Practices and Acquisition Readiness Assessments as part of due diligence process

• Business Case development and guidance for acquisition go or no-go decision

• Develop Business Case

• Conduct Readiness Assessments

• Create Due Diligence Analysis

• How effective is your due diligence beyond financial analysis…to include market and operational due diligence?

• What is your process for operational DD? Standard/broad/extensive?





Training



Pre-Deal Support

Defining IT Process and Optimal

Organizational Design

IT Process /Organizational

Design


Performance Metrics



Communications

Change Management

Defining IT Process and Optimal

Organizational Design

IT Process /Organizational

Design

Team Selection, Governance,

Synergy Management, Value

Realization


Support

EXPERT EXPERIENCE


MA&D OFFERINGS

• What is your vision for how an IMO team will operate? What will the governance structure look like?

• How are you defining targets and measuring achievements for value realization?

• Create IMO Governance Model

• Development of Day 1 and Day 100 Plans

• Build Resource Planning & Management

• Risk Mitigation Plan

• IMO Lead coordinating functional integration teams, managing integration planning, facilitation of discovery data, liaison between acquisition/acquirer and driving process design workshops

• IMO Lead for acquisition and integration. Managed business and technology work streams with multiple stakeholders





Training



Pre-Deal Support


Realization


Support

Facilitation and Alignment of Business Processes to Disaster

Recovery Targets

DRStrategy


Communications

Change Management

Facilitation and Alignment of Business Processes to Disaster

Recovery Targets

DRStrategy

Discovery, Planning, Execution,

Budget, Performance Metrics


EXPERT EXPERIENCE


MA&D OFFERINGS

• Designed and implemented cross functional people, process and technology plans for large complex initiatives

• Regulatory integration functional lead. Facilitated integration planning, readiness and execution workshops. Developed transition plans to “normal” business

• Define Detailed Integration Project Plans• Develop Knowledge Transfer plans• Create Process Mapping and Gap Analysis• 30/60/90 day milestone plans• Design Resource Role Maps

• What functional activities drive value realization?

• How will people, processes and technology integrate functionally?

• How will knowledge be transferred between organizations?




Pre-Deal Support


Realization


Support


Performance Metrics


Large project, change management oversight

and governance

Program Delivery Capability Readiness

Planning, Execution, Culture

and Communications

Change Management

EXPERT EXPERIENCE


MA&D OFFERINGS




Training

• What is the current communication plan to address the change?

• How are key stakeholders being identified?

• What training is necessary to support the change?

• Developed the strategy roadmap, change management, & communication plan related to implementation and acceptance.

• Minimized business disruption to 2500 pharmaceutical employees.

• Led the Organizational Change Management and Communications effort for a global SAP implementation.

• Create Comprehensive Communication Plan

• Define Key Stakeholders, Messaging & Level of Engagement

• Create a Robust Training Plan to Support All Levels of the Organization


experience

03

ExEXPERIENCE


MA&D EXPERIENCE

Merger IT Infrastructure Integration - JOANIE• Developed straight-forward reporting tools for IP renumbering work stream that became

the standard for all other domains in the PMO• Supported the integration program lead with strong project management framework,

tools and tactics.• Developed a stakeholder-centric approach to building and implementing a change

management strategy and then reinforce it with clear, crisp, regionally sensitive communications delivered via multiple channels.

Merger Integration to Maximize Acquisition Value - JUDITH• Established and lead the cross-functional/cross-business unit IMO. • Ensured that the objectives of the integration were met within the guidelines established

and within the timeframes anticipated.• The client achieved an additional $35 Million in cost savings and margin improvements,

resulting in total holding company synergies of $95 Million.

Biopharmaceutical Company Acquisition – ERIK/AMY• Mobilized and organized the merger integration core team, providing subject matter

expertise, guidance, and global integration support. • Advised integration leadership on pre-Day 1 planning and integration activities and

identified the deal's critical value drivers and developed processes to monitor progress • Defined the integration priorities for a 30/60/90 day cadence and coordinated financial

activities needed to support legal entity and global supply chain changes

Energy Generation & Distribution

F100 Life Sciences Company

Global Healthcare


tayganpoint

04

TaWHY TAYGANPOINT


WHY TAYGANPOINTBEST-IN-CLASS CONSULTANTSEngagement teams comprised of alumni from some of the most notable consulting firms in the world blended with an average of 20 years of management and consulting experience.

ACCELERATED CHANGE MODELDeep functional and industry expertise enables our consultants to intuitively diagnose issues and resolve them faster. Facilitate change more effectively and achieve business benefits sooner.

HOLISTIC APPROACHA collaborative and custom tailored approach that aligns new processes and models to meet the needs of the business and its culture. Roadmaps that make sense.

LEADING EDGE THINKING – PROVEN PERSPECTIVE Strong thought leadership supports improved transformation, collaboration, and improved effectiveness

DEEP FUNCTIONAL AND INDUSTRY KNOWLEDGEConsultants with more than just consulting experience. Team members who have spent extensive time working within major Life Science, Healthcare, Energy and Financial Services organizations.

STRATEGY THROUGH EXECUTIONEngagement beyond delivering ‘the plan’. Consultants engaged as a partner throughout the process. Multi-disciplinary, collaborative and customized approaches that enable “strategy through execution”

27 | Copyright © 2016 TayganPoint Consulting Group, All rights reserved.27

M&AD THOUGHT LEADERS

• A leader in business transformation with extensive experience in mergers, acquisitions and divestitures, demonstrated expertise in finding value through disciplined program and project management.

• Proven experience as team leader, coach, facilitator, and instructor. Has lead global, cross-functional teams to deliver sustainable changes to an organization.

• Has leveraged business process reengineering and Lean Sigma initiatives to define, deliver and implement business transformation programs.

Judith MillsapsPrincipal

[email protected]

• 20+ years of pharmaceutical, medical device and diagnostic management and leadership experience across the spectrum of business functions from research and development, operations, and quality to marketing and business development.

• Led and supported major change initiatives focused on mergers, acquisitions and partnerships, internally driven strategy formulation and implementation efforts, as well as process and systems improvement projects.

Amy Flynn

[email protected]

• 25+ years of experience in the Life Sciences and Financial Services industries.

• Areas of expertise include program and project management, merger and acquisition planning and integration, business process reengineering, Research and Development, and strategy development and implementation.

• Dan’s career began at JP Morgan where he directly assisted industry analysts in valuing companies. After which, he joined Merck, holding positions in Financial Evaluation and Analysis, Divisional Financial Services & Treasury.

Dan Patrick

[email protected]

• Versatile leader with history of leading business transformations, including systems and organizational change for financial services, retail, government, and non-profit clients. Molly has managed and supported multi-functional project teams.

• Drove implementations impacting diverse functional areas of client companies, including: product administration, information technology, customer service, human resources, legal, compliance, risk, security, marketing, communications, accounting, and finance.

MollyRomanoConsultant

[email protected]

28 | Copyright © 2016 TayganPoint Consulting Group, All rights reserved.28

M&AD THOUGHT LEADERS

• 20+ years of experience leading and advising business transformation efforts and managing complex programs requiring systems and process integration. She has led multi-year implementations of projects with wide-ranging scope and considerable change management challenges.

• As a Certified Six Sigma Master Black Belt, Debbie has trained and coached hundreds of improvement team leaders and executives. She advises executives on how to effectively sponsor improvement efforts and create performance incentives and measurement tools (balanced scorecard)

Debbie Neuscheler

[email protected]

• As the Chief Administration Officer (CAO) of TayganPoint Consulting Group, Jim is responsible for all finance/accounting, HR, information technology (IT), risk management and insurance, banking, audit, legal and personnel relations. He also develops the firm’s financial models for growth.

• Prior to joining TayganPoint, Jim held several senior management positions, including: EVP; Chief Financial Officer of Eastern Research Services; CFO; Controller of Omicron Consulting; and CFO; COO of Calvary Baptist Ministries.

Jim Szakacs

[email protected]


THANK YOU

Post Merger Integration - Challenges & Solutions

Leadership & Management

Transcript of Post Merger Integration - Challenges & Solutions