讲义第二部分--并购.ppt

1 merger and acquisitionmerger and acquisition 并购并购 2 引言 nm coaching through difficulties n aligning incentives and rewards systems with the new leadership, management philosophy, and culture n timely identification, escalation and resolution of issues n systems selection aligned to support long-term vision n early development of detail and summary-level management reporting n development and implementation of standard integration methodologies challengeschallenges effective strategieseffective strategies critical success factors planning communication mobilization/speed retention of key personnel 46 如何整合 integration employee issues key lessons learned employees are the number one asset - identification and retention of key personnel to support the merger is critical focus strongly on change management and communication make people issues a top priority culturally sensitive mergers allow retention of key people and customers retention of key employees is vital for systems integration and commercial account retention the “winner” mentality is a threat to getting the best answer. the “us” and “them” attitude must be controlled internal and external communications must be carefully managed to keep the loyalty of investors and other stakeholders and must be not pre-empted though leaks communicate consistently, frequently and honestly to address concerns of employees and customers 47 如何整合 integration management issues key lessons learned begin with a well developed plan assign dedicated resources to the integration task separate mergers tasks from business as usual. do not actively involve line business people to perform integration and operations consolidation activities have one person in charge and accountable throughout make stabilization the first priority move very quickly with integration actions - especially key decisions and appointments do not leave integration to “happen by itself” - it wont ensure that top management is fully engaged and monitors developments throughout the merger/integration process establish and monitor key performance indicators to identify failure points. these benchmarks should span a balanced scorecard including financial, customer, operational, and organizational learning measures. because focus during an acquisition is the conversion process and information systems resources become “stretched”, mission critical projects may not receive due management attention, leading to grave consequences if projects become sidetracked 48 注意点 due diligence key lessons learned do not “do the deal” and then do due diligence avoid due diligence shortcuts ensure adequate breadth of coverage ensure adequate depth of coverage assess both risk positions and the processes in place for managing the risk positions have well defined due diligence check lists for all key areas all institutions measure risk differently, especially with regard to acceptable risk. it is important to understand the risk grading criteria and its application to understand the likely long-term costs of an acquired portfolio valuation key lessons learned identify all significant potential value components in an institutio