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1、March 2002,Merger Integration,Intellectual Capital Collection Generic Proposal,Table of contents,Executive Summary Our Understanding of Your Situation A.T. Kearneys Perspective on Merger Integration Proposed Overall Approach Realizing Integration Synergies Integration Management A.T. Kearney Qualifi

2、cations,Executive SummaryThis section is tailored to the client situation and summarizes the approach proposed in the document,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

3、qualitative analysis that demonstrate our insight into the clients particular challenges and drivers of success for the integration,A.T. Kearneys Perspective on Merger Integration,The best value-builders combine organic growth with mergers and acquisitions,Source:A.T. Kearney Monograph on Value-Buil

4、ding Growth 2001,Revenue Growth,Value Growth,Under performers,Profit Seekers,Simple Growers,Value Growers,Growth Matrix (CAGR 1988-2000),Value Growers Follow Conscious, Constant Process To Growth,Mergers and acquisitions are key growth drivers,What really matters in “acquisition for growth” strategi

5、es is execution,Source:A.T. Kearney Monograph on Value-Building Growth 2001,Sources of Growth,40% of Growth Is From Acquisitions,Value Growers Manage Both Well,Few mergers actually create shareholder value,Source:A.T. Kearney Analysis 2001, SDC database, Global Worldscope,Acquirers Value Growth Foll

6、owing a Merger,Top performing mergers create significant shareholder value,Value growth,3%,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-Performing Mergers,10%,Bu

7、siness 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

8、expect rapid execution (shareholders, employees, management, regulation committees, government,) Decisions need to be made without delay,Simultaneity,Co-existence of strategic, tactic and operational decisions Strong inter-dependence of the decisions Short term and strategic decisions may seem incom

9、patible,Human component,High number of people potentially involved (operational, functional and executive people) Risk of cultural mismatch Scarce resources to bridge between merged companies, explaining why only few mergers and acquisitions succeed fully,Note: (1) Shareholder returns from buyer div

10、ided by shareholder returns (industry average) after the merger Sources : A.T. Kearney analysis, Global PMI Survey, 1998 ; Datastream,Higher,Nochange,Lower,100% = 230 companies,Only 29% of Companies Realize an Increase in Aggregate Profitability,Top performers across most industries can create signi

11、ficant shareholder value,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

12、stock price appreciations Sources:Datastream; A.T. Kearney Analysis 2001,Retailers,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

13、%,-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 adherence facilitates a fair and robust decision making process,Project Risk Prioritization,Risk Identification,Risk Cat

14、egorization,Project Prioritization Business Criticality And Size,Business Criticality how much does it matter if the project does not meet its objective? A = Incremental benefit but current processes will suffice B = Supports strategy but manageable impact if project fails/delayed C = Important to t

15、he strategy with significant impact if project fails/delayed D = Critical impact/must keep up with competitors/cannot continue business,Complexity,High,Low,High,D,C,B,A,A,B,C,D,Business Criticality,Project2,Project3,Project6,Project1,Project4,Project5,Many issues are closed by making assumptions,Ris

16、ks,Assumptions,Issues,ProjectPlans,Risk Plans,Issues are open questions,Unstable/sensitive assumptions create risks,Significant risks need to be managed,Issues, Assumptions And Risks Are Inherent In The Project Plans,Risk Reduction,Merger Risk Profile,Illustrative,Challenges,Decision Making Planning

17、/ Execution Reporting,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 assoc

18、iated 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 assignmen

19、t of risk ownership and action responsibilities eliminate confusion,Realizing Integration Synergies,To assess and achieve their synergies, all teams can leverage a number of A.T. Kearneys proven methodologies and tools as appropriate,Streamlining the Organization,Reducing Purchased Costs,Objectives:

20、,Focus Areas:,Methodology and Tools,Determine management and governance structure Integrate offices Align HR policies and procedures Finance / Accounting Legal / Regulatory IT HR Corporate Center Rationalization,Leverage corporate spend Leverage purchasing volumes Direct materials Purchased services

21、 Indirect materials Capital expenditures Strategic Sourcing E-Sourcing (eBreviate) Market exchange strategy (LSN),Supporting Methodologies and Tools,Increasing Sales Force Effectiveness,Increase revenue productivity of sales force Increase knowledge and value-added selling capabilities Explore chann

22、el leverage (i.e., Dealer /Reseller network) Sales force effectiveness Cross-selling Sales Force Effectiveness Methodology Customer Retention Methodology,Illustrative,Leveraging Assets,Maximize asset utilization Bottling plant consolidation Warehouse consolidation Realize network synergies Fixed ass

23、ets Capital expenditures Inventory Procurement Supply Chain Transformation Operating Asset Effectiveness,Streamlining Product Portfolios and Networks,Rationalize product offering and customer base Evaluate and implement optimal network strategy Product Offering Customer requirements Network cost and

24、 capacity Product Portfolio and Network Rationalization Methodology Operating Networks Integration,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

25、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 products,Manufacturing Capabilities,Network Configuration,Several Iterations,Local MarketRequireme

26、nts,What are the market requirements What is the current/future competitive positioning What distribution channels are growing fastest,Market Requirements,1,A.T. Kearney 6/Document#/I.D.,SKU tree,1,SKU 2,SKU 3,A,B,C,D,E,E,F,G,H,I,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,1,6,12,18,24,6,12,

27、18,24,6,12,18,24,6,12,18,24,6,12,18,24,6,12,18,24,6,12,18,24,Resealable,Classic,Blue,GBH,Classic,Resealable,Compact,Blue,GBH,Compact,Resealable,Classic,White,EBH,Classic,Resealable,Classic,White,Mechanical,Resealable,Compact,White,EBH,Compact,Resealable,Compact,White,Mechanical,Resealable,Classic,Wh

28、ite,GBH,Classic,Menthol/Euca,1,1,1,28,4,1,2,2,3,2,1,1,3,Portfolio,Which SKUs are offered Which specific product characteristics Which emerging technologies/competitive offerings How is product bundled and promoted,SKU Tree,36,Current Sites: 4,Future Sites: 3,Current Sites: 8,Future Sites: 5,Current

29、Sites: 2,Future Sites: 1,Current Sites: 1,Future Sites: 1,Current Sites: 3,Future Sites: 2,Current Sites: 2,Future Sites: 1,Current Sites: 2,Future Sites: 1,Current Sites: 1,Future Sites: 1,SKU 1,Key Assessments for Integrating Operating Networks,Which entity in the supply chain should develop a cap

30、ability 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-c

31、lass capabilities,Outsource 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 outsource,High,High,Low,Low,

32、Activity 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 Developmen

33、t In the short- to medium-term can the required capability be developed in-house to be highly efficient and effective in an activity?,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 faci

34、litating this thinking,Identify the Operating Model and Detailed Operating Structure and Characteristics of Each Firm,Determine New Operating Model, and Appropriate Benchmarks,Make the High Level Choices As to How the Company Operates Going Forward,Step 1,Step 3,Step 2,Define and Align Support Funct

35、ions,Step 4,Holding,Company,Strategic,Architect,Operator,Functional,Strategy,Financial Control,Capital Allocation,Resource Management,Accountability,Corporate Staff Size,Autonomy,Marketing,Staff Placement,DWNA/JV Partner,Support Function Alignment,Holding,Company,Strategic,Architect,Operator,Functio

36、nal,Finance,Accounts Payable,P/L accounting,Consolidation/ corporate,reporting,Tax,Treasury,Planning/budgeting,Human Resources,Benefits/administration,Benefits planning,Compensation planning,B,B,C,B,B,B,B/O,B/O,B,C,C/B,C,C/B,C,B,C/O,C/O,C/B,C,C,C,C,C,C,C/O,C/O,C,C,C,C,C,C,C/B,C/O,C/O,C,C = Corporate

37、 B = Business Unit O = Outsourced,Effective, fast rationalization and savings Best practices “Corporate Center”,BG1,BG2,BG3,Other,Business Group,?,?,?,Stand Alone,Model,DWNA,BG1,BG2,BG3,Business Group,?,?,?,Model,Create Joint Venture Organization,Corporate Center Rationalization Methodology,JV Partn

38、er,BG1,BG2,BG3,Business Group,?,?,?,Model,7. Continuously Benchmark and Monitor Supplier Improvement,6. Operationally Integrate Supplier(s),Strategic sourcing is a powerful methodology for leveraging the combined spending base and procurement capabilities of the merged organization,Key Elements A.T.

39、 Kearney IntellectualCapital Employed,5. Select Competitive Supplier(s),4. Select Implementation Path,3. Generate Supplier Profile,2. Develop Sourcing Strategy,1. Define Sourcing Categories,Embed supplier monitoring processes Implement market monitoring tools Periodically re-evaluate supplier compet

40、itiveness 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

41、 targeted negotiation strategy Negotiate a deal Electronic procurement tools Internet 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 wat

42、er 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 s

43、upply 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,Se

44、ven Step Strategic Sourcing Methodology,Strategic Sourcing has a goal of delivering bottom line savings through core elements: strategic purchasing; demand management and change management,Change Management,DemandManagement,Embed achieved savings by transforming organization, structure, processes, p

45、olicies, and systems,TangibleResults,ApplicationMethodology,Reduce costs by decreasing or eliminating the demand for goods and services,EliminateDemand,Reduce Quantity,Reduce Quality,Reduce Frequency,Substitute,Impose Onerous Approvals,Heighten Cost Awareness,Conservative,Aggressive,Greatest,LowestO

46、pportunity,Demand Reduction Hierarchy,Reevaluate external purchases and restructure supplier relationships to get best value for the company (price, quality and service),StrategicPurchasing,Strategic Sourcing,Organization and Skills,Process,Systems,Strategic Procurement Vision,Procurement Policies,R

47、edesigned,Processes,Organizational,Structure and,Infrastructure,Technology Tools,(Information Systems),Implementation of,Process Linkages,Performance Metrics,Transition Management, Communications, Training,Strategic Sourcing Approach Overview,Integration-Related Strategic Sourcing,Strategic Sourcing

48、 is effective in integration environments since it can be started immediately, deliver major savings and contribute to building the new company,The sales productivity effort should include Customer Retention Methodology to understand the key risks for customer defection and action plans to address t

49、hem,Step 1,Step 2,Defection/Loyalty Segmentation,Step 3,Create Targeted Retention Programs,Retention bonus/incentives Differentiated service levels Enhanced product applications Customized communication Customized product benefits Early warning,High Value Customers,Contribution,Retention,Value Chann

50、el Management,Channel migration pricing Price rise Passive customer service,Medium-Term Actions,Overall Process,Customer Retention Methodology,Our approach to sales productivity includes benchmarks, analysis of overlap and identification of near term growth opportunities,Illustrative,Efficiency,Sale

51、sforce Productivity Benchmarks,#,#,Co. A Co. B,$,$,Co. A Co. B,$,$,Co. A Co. B,Number of Reps Serving Accounts,Total Sales Managed by Sales Rep,Sales Dollar Per Sales Rep,Effectiveness,Overlap,Integration Leverage Opportunities,Near Term Growth Opportunities,Average Training Per Sales Rep,A B,A B,A

52、B,A B,Marketing,New Products,Network Services,Account Win/Loss Performance,Price,Quality,Service,Capability,Co. A Co. B,Region,Co. A,Co. B,Sales Overlap,Sales,Territory,Coverage Overlap,Co. A Position,Opportunity to Introduce Co. B Products,Strategically Manage Relation-ships,Opportunity to Introduc

53、e Co. A Products,Minor,Minor,Major,Major,Co. B Position,Geography,Laptop,Technology Focus in a Merger Product/Market Focus Context,Source: A.T. Kearney Merger Integration,Complementary or New,Overlapping,In-Market Merger,Out-Market Merger,Product Focus,Market Focus,Cost Reduction Cost/Revenue blend

54、Revenue Enhancement,Anticipated Benefits,Market Overlap,In high-overlap mergers, the emphasis is on cost reduction. Market analysts expect to see tangible actions being taken early in the merger program For synergistic mergers, timescales to achieve benefits may be longer, and I.T. integration can o

55、perate within a longer planning horizon to support revenue enhancement The common factor with all of these merger forms is the need for a smooth integration process that eliminates the risk of customer or employee defection,Product Lines,Product Expansion,Synergistic Merger,High Overlap,Geographic E

56、xpansion,Channel rationalization Systems enhancements to support new products,Major systems revisions to support cross-selling and geographic/channel expansion Review of global data centers and core systems,Eliminating duplication between systems Rationalizing service agreements Reducing license fee

57、s Reducing support costs,Pursue data center rationalization Standardization on common systems Standardization on common products,Illustrative,Information Technology should be viewed as an enabling mechanism for achieving merger goals,IT must quickly deliver tangible business driven results in a time

58、ly fashion and not necessarily the “best” possible solution to achieve value creation commitment,Cost imperatives Rapid integration to capture synergies as committed to the street Product rationalization Product and plant integration Business synergies E-business opportunities New product/ new market opportunities Cross selling Leverage existing products to new geographies Act on future acquisition opportunities Business continuity Statutory and