EMerger Collaborative Merger Integration & Management Solution April 2001 v1.0.

eMerger Collaborative Merger Integration & Management Solution

April 2001v1.0

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Employees Question Job Security

Customers Require Delivery Assurance

Suppliers Require Future Role Certainty

Shareholders Demand Economic Growth

eMERGER ENABLES EARLY DECISIONS ABOUT FUTURE STRATEGY TO ABATE STAKEHOLDER CONCERNS THROUGHOUT THE PRE- AND POST-MERGER PROCESS

Introduction...

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eMERGER PROVIDES THE IGNITION TO JUMPSTART POST-INTEGRATION MERGER ACTIVITY IN THE PRE-CLOSE DAYS

SUCCESSFUL MERGERS HAVE SOMETHING IN COMMON...SPEED TO COMPLETION

Pre-Close Design• Create hypotheses

by synergy type• Quantify potential

synergy impact• Identify workload

drivers• Quantify synergy

opportunities

Pre-Close Design• Develop Org Structure• Baseline Headcount• Develop P&L and

Budget• Identify Integration

Issues and Tasks

Day 1• Implement integration and

synergy workplan• Focus on post-closing day

tasks• Validate synergy

hypotheses

Pre-Close Design• Conduct Activity Mapping • Develop Checklists• Identify Integration Issues

and Tasks• Conduct Brainstorming

Sessions CLOSE

• Enables confidential data collection in common templates• Limits each company’s access to only its own data• Tracks integration and synergy tasks for PMI

• Provides merged data of both companies• Provides on-going data collection• Enables synergy tracking

eMerger

Introduction...

Post-Close Integration• Submit data and provide

reports to validate synergy hypotheses

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eMERGER ENABLES DATA COLLECTION, ANALYSIS AND REPORTING ACROSS GEOGRAPHICALLY DISPERSED LOCATIONS

Introduction...

• As data is scattered and inconsistent over multiple locations, eMerger enables access from any location

• eMerger’s password protection ensures secure access and change control

• Standard templates provide consistent, comparable data that can be aggregated

• Pre-merged company data is strictly separated through the use of separate sites to prevent leakage of proprietary data

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eMERGER CAPTURES FINANCIAL DATA TO FACILITATE EARLY DECISION MAKING ABOUT FUTURE STRATEGY THROUGH BASELINE TRACKING, SYNERGY TRACKING, AND PROGRAM MANAGEMENT

Baseline Tracking Synergy Tracking Program Management

Operational Baseline Financial Baseline

Industrial

Logistics

Product Planning /Product Development

Purchasing

IS / IT

Sales Finance

HR

Commercial

More…

P&L by Brand

Cash Flow by Brand

Balance Sheet by Brand

By Function…

Headcount

Actuals

By FunctionBy Level

Headcount Tracking

Synergy Tracking

Financials (Targetsand Actuals

P&L Cash FlowsBalance sheetby brand

Synergy Target byfunction and project

Synergy Target byfunction and project

Master Meeting Schedule

Team Contacts

Master Repository

Program Management

By functionBy topicBy any criteria

OrganizationstructureAll documents

Master Data list

Team update

Introduction...

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SYNERGY ANALYSIS BEGINS WITH IDENTIFIED POTENTIAL OPPORTUNITIES AND LEVERAGES DATA COLLECTED IN eMERGER’s BASELINE

All Other Expense

Redundant facilities

Unassigned

Operating Expense

Reduction

Labor(Redundant Workforce)

Unfilled labor

Gap

$ B

ILL

ION

S

Revenue

Note: Synergy total against $1.8B target

SUCCESSFUL MERGERS AGREE ON CLEAR STRATEGY AND ORGANIZATION STRUCTURE BEFORE THE DEAL IS CLOSED

Synergy Target

$0.5

$1.0

$1.5

$2.0

$0.0

Introduction...

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eMERGER WALKTHROUGHeMERGER WALKTHROUGH

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IDENTIFYING THE ORGANIZATIONAL STRUCTURE OF EACH PRE-MERGER COMPANY DRIVES EFFICIENT DATA COLLECTION AND ANALYSIS

Getting Started...

A B

AB

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PRIOR TO REGULATORY APPROVAL, eMERGER PROVIDES SECURE DATA COLLECTION PREVENTING DATA SHARING BETWEEN MERGING COMPANIES

SECURE DATA COLLECTION

• Separate, firewall-protected sites ensure a leak-proof environment for your data

• Data hosted and monitored by impartial third party

• Strict access rights limit unauthorized use of sensitive data

Security...

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eMERGER’S HEADCOUNT TEMPLATES FACILITATE THE COLLECTION AND UPDATING OF BASELINE PERSONNEL DATA

HEADCOUNT DATA COLLECTION

• Record pre-merger headcount totals by region, job function, and employment status

• Update information to reflect specific time periods

• Help predict and plan headcount synergies for the post-merger company

• Track and report on workforce organization and headcount totals in the post-merger environment

Data Collection...

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RUN PRE-DEFINED REPORTS OR DEFINE CUSTOM REPORTS TO MONITOR CASH FLOW, EXPENSES AND PROFIT/LOSS OVER SPECIFIED TIME PERIODS

PRE-DEFINED REPORTS

• Record pre-merger headcount totals by region, job function, and employment status

• Tailor reports to reflect regional and departmental divisions

• Conduct ongoing reporting to monitor financial hypotheses validation and prize attainment

• Standardize information with reusable templates which could be used as a model for the new company’s ongoing budget

Reports...

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eMERGER OFFERS PROGRAM MANAGEMENT CAPABILITY TO MANAGE MERGER INTEGRATION AND SYNERGY TASKS ACROSS THE MERGER TEAM

PROGRAM MANAGEMENT

• Define and publish high-level charter documents

• Assign and monitor completion of integration/synergy tasks

• Identify and track milestones

• Communicate merger-related issues

• Provide central document repository for collaboration among merger teams

Program Management...

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IDENTIFYING AND ACHIEVING FINANCIAL AND OPERATIONAL SYNERGIES BETWEEN MERGING COMPANIES IS VITAL

… eMERGER’S SYNERGY TRACKING ENABLES YOUR POST-MERGER INTEGRATION ANALYSES

SYNERGY TRACKING

• Baseline headcount, financial, and other important data

• Record the assumptions that explain synergies

• Develop the workplans/ tasks and assign responsibilities to achieve synergy targets

Synergies...

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eMERGER ENABLES TIMELY MERGER CLOSURE AND ENSURES POST MERGER INTEGRATION SUCCESS

Summary...

eMerger enables the pre-close planning through post-merger integration processes for a successful merger:

• Collects baseline data and enables periodic updates to monitor merger progress

• Separates confidential data collection throughout the pre-close planning phase

• Enables data collection, analysis and reporting across geographically dispersed locations

• Provides collaboration for document exchange and program management communication

• Employs usability by leveraging common templates

• Tracks integration and synergy tasks throughout the merger

• Manages on-going data collection

eMerger is a world-class collaborative merger integration and management solution. Leveraging this tool, you can baseline, track and collaborate on planned synergies to close mergers in less time, increasing shareholder value in the merged organization.

eMerger is a world-class collaborative merger integration and management solution. Leveraging this tool, you can baseline, track and collaborate on planned synergies to close mergers in less time, increasing shareholder value in the merged organization.