M&A integration synergy

M&A Integration
Synergy
www.ddavisconsulting.com
©2017DDConsulting
DD Consulting
M&A Integration and Carve out

© 2017 DD Consulting | www.ddavisconsulting.com | danny.davis@ddavisconsulting.com Page 2
DD Consulting
M&A Integration Overview
Governance Functions: HR, IT, Finance, Procurement, ….
Efficiency
Integration Management Office
Integration Strategy Day 1
Synergy
Growth: Sales & Marketing
Communications
Due Diligence Sign Close Interim State End State
Valuation & DCF
Playbook / Methodology / Tools / 6,000 line checklist

DD Consulting
Managing Partner: Danny A.Davis
Integration Director on small to large deals, from 2 days to 3 years
Training: teaching you how to integrate
Coaching: helping you through
Consulting: planning and delivery along side you
Integration Director or sitting on the steering committee
Deals: $6bn, $3.75bn, 100,000 people, 30 countries,
Speaking: Many of the worlds top business schools
Author of “M&A Integration: how to do it: planning and delivery”
Articles with Finance Director Europe (FDE), The Chartered Institute of Management
Accountants (CIMA) , The British Compute Society (BCS) Developing HR Strategy,
Journal of Brand Management, Corporate Financier, The Treasurer.
Sits of the CMI experts panel

DD Consulting
We Wrote the Book: M&A Integration – How to do it
"An outstanding book for anyone
involved in mergers and acquisitions. If
you are in going to buy a company, you
should read it." Jeffrey A. Krug,
Professor of Strategic Management &
Chair in International Business, Loyola
University New Orleans
"This book gives comprehensive overview to the topic providing a pragmatic and practice orientated guide"
Bernhard Falk, Head of Practice Group PMI Excellence, BASF
“Davis is the maestro of M&A, his book walks you through path of what
to expect, brining clarity to the topic. Nice work.” Brent Peterson, HR
Director, Preanalytical Systems Division, Becton Dickinson
"Davis draws on his extensive experience to
provide a useful roadmap of issues to consider.
This book will help managers face the
complexities of post-merger integration with
confidence and insight."
Phanish Puranam, Professor Strategy, London
Business School
“One of the most comprehensive and
straightforward guides to M&A's I have read.“
Richard Beaven, Customer Service Director,
Insurance Division - Lloyds Banking Group
"The right balance of an academic
foundation and the tinge of pragmatism
that's needed to make it a tool/guideline
people will work with." Andreas Joehle,
CEO, Paul Hartmann AG
“Danny has used his extensive experience to
provide not just a superb set of
recommendations but also a helpful discussion
of the issues a company faces when merging
or acquiring.” Professor Scott Moeller, M&A,
Cass
“Easy to read, a good reference book and well organized.”
Agustin Diaz-Sanchez, Director M&A Amadeus
“A great source for the how to accomplish this
important aspect of M&A successfully". Frank
Rydzewski, Professor, University of South Carolina

DD Consulting
Our Approach to Consulting
Page 5
• Become part of your team
• Build in-house knowledge
and integration capability
• Focus on results
• Provide quality independent
advice • Quickly move to programme
execution
• Flexibly cover the needs of the
business and organizational
gaps
• Work collaboratively with
internal client teams and 3rd
parties
• Communicate frequently and
transparently

DD ConsultingWhy are we different ?
Vision & Strategy
• All partners share a common vision of Post
Merger Integration excellence
• Partners selected based on past
achievements
• Make things happen, not reports. Analysis to
support actions. Time to actual delivery is
critical.
Value Add
• No Juniors. We provide services that we
have done before with success, as
senior advisers
• We price you for what you will see on
projects. Not for our infrastructure
• Effective management of Internal
resources. Value and grow client
competencies
Team Spirit
• Partners have worked in multiple
countries and understand business
cultures
• A highly cooperative partner culture.
• We take pleasure in sharing and
working together
Independence
• We are not constrained by utilisation
rates of our teams. No juniors.
• We have no internal conflicts of
interest in terms of IT, audit, or
strategy services. No bias in our
advice.
Technical Expertise
• Consulting, corporate and academic
capabilities at the highest level.
• Functional, operational integration
experiences and general management
perspective.
• Strategic, M&A and transformation
expertise. We optimise transactions

DD Consulting
Governance Functions: HR, IT, Finance, Procurement, ….
Efficiency
Integration Strategy Day 1
Synergy
Growth: Sales & Marketing
Communications
Due Diligence Sign Close Interim State End State
Valuation & DCF
Playbook / Methodology / Tools / 6,000 line checklist

DD Consulting
Synergy: Check List
Synergy
Management
Create
Business
Cases
Agree
Plans
Tracking &
Reporting

DD Consulting
Deal Structure: What is a Synergy
$10mn
Current
Value
$10mn
$1mn
$10mn
$1mn
Purchase Price
$9mn or $11mn
(Perceived Value)
$10mn
$2mn
Believed
Value to us
Actual Value
post deal 1-2 Yrs
$12mn
$18mn
Often large companies pay 40% premium for publicly listed companies
The merger between Quaker and Snapple is the biggest identified loser ( bought for $2.4bn
sold shortly later for $300mn (inability to extend an existing distribution system to a new
product line), while the Chiron/Cetus merger in health care is the biggest identified winner.
(check to find out the stats on the winner)
Synergy

DD Consulting
Types of Synergies
Margin & Profit Improvement
Reviewing costs
One off
Avoided spend
Synergies are …… anything that would not have occurred
if the deal had not taken place

DD Consulting
Minimum - Maximum Estimation
Page 11
Workstream Minimum Scenario
Incremental evolution
Maximum Scenario
Quantum Jump
Cumulative over 5 yr
period
Run Rate after yr 5 Cumulative over 5 yr period Run Rate after yr 5
Production
Procurement
IT
Legal
Finance
HR
Sales
Marketing
Logistics
Supply Chain
TOTAL

DD Consulting
Each Coaching Session
20 Min
Section: Pre-Agreed
Topic
DD Consulting has 247 detailed M&A and M&A integration
coaching topics. These are bundled into 20 high level
areas. The Coachee will review these lists and lay out the
first 5 topics that are of interest
1 Hour
Coaching
Session
20 Min
Work topics from last 2
weeks and upcoming
weeks / months
20 Min
Strategy, Politics and
Achieving outcomes
We find that there are always topics that are extremely
pertinent and timely to the business planning and a
particular deal. Clients love to discuss these with an
experienced person and gain thinking around what is going
on and how to potentially deal with it. This usually covers
the past 1-2 weeks and upcoming work for the next 2/4/6/8
wks
Many people get caught in the politics of their company and
a deal. These are the most notty discussions. Helping
people understand and deal with company, deal and
personal strategy & politics, together with the real
understanding of how to get things done (achieving real
jumps forward)

DD Consulting
Coaching Pyramid of M&A Success
Benchmarking
understanding what other
companies do. Improve
everywhere
Synergies
A focused understanding of
what matters and what
doesn't. Prioritisation
Silly Questions
External sounding board for
all the questions your not
sure you should ask
internally
Check List
Ensure we have not missed
anything in the planning
phase
Enthusiasm
Help boost your energy and
enjoyment, drive and
dedication
Politics
Learn how to get things
done, understand company /
deal politics & how to do well
personally
Alertness
“Constantly be aware and
observing. Always seek to
improve yourself and the
team.”
Initiative
“Make a decision! Failure to
act is often the biggest
failure of all.”
Personal Growth
Be coached by someone
who deals with C level
people
Confidentiality
Know you have NDA in place
and can use us in confidence
Coaching Topics
Use our list of 250 coaching
topics to focus the exchange
of knowledge
Consistency
One set of coaches aiding all
your deals with a consistent
approach across planning
/delivery
Business
Understanding
Create the strategy for the
integration process
Experience
Real life understanding of
planning and running deals
Knowledge
The theory from world's top
business schools
Big Picture
Focus
Nitty Gritty
Guidance
Workstream
interlinks
Resource
Management
Internal
Comms
External
Comms

DD Consulting
Other M&A Integration Topics
you should be thinking about
HR
M&A Integration
training Course
Improve Decision Making
100 Day Planning or Functional Planning
Do you fully understand
Technology Finance Procurement
Sales & MarketingOperations FacilitiesCommunications
Playbook
(IMO)
Integration
governance
Culture Assessment Day 1
Executive
Alignment
Synergies
Integration
Efficiencies
Integration Strategy
Coaching your
deal
Risk Workshop
Knowledge
Management

DD Consulting
Top lessons learnt
• Set up integration structure early, roll out checklists, tools and template early. Help get the integration
running faster.
• IMO should focus on the inter-dependencies between individuals and workstreams to ensure nothing
falls down the gaps
• Ensure good fast decision making, good governance - avoid waiting for the “Rolls Royce” solution –
decide when 80% sure
• Focus on growth fast, the sooner we start selling more, the better - avoid the dip, business continuity
comes first
• Use experienced line managers where possible, backfill with interims or consultants
• Explore further value and synergies in a Business Development project 6-9 months after closing
• Ensure continuity between strategy and Integration approach
• If you are going to cut, do it as soon as possible and with respect for the individual
• Lookout for misinformation and political manoeuvring – change curve
• Ensure integration resources are prioritized in the right areas – leadership, IT, Sales HR
• Don’t wait until you know everything before you start executing quick wins
• Understand the business/PMI complexity of the acquired business early
Action 4
Our experience of acquisition integration is that there are recurring risks which,
without identification and mitigation, can de-rail large programmes
© 2017 DD Consulting. All rights reserved

©2017DDConsulting
Our Partners
Danny A. Davis Ian Nelson
+44 (0) 77 99 678 088 +44 (0) 7803 888 585
danny.davis@ddavisconsulting.com Ian.Nelson@ddavisconsulting.com
Derek Ingle Calum Byers
+44 (0) 7776 171 440 +44 (0) 7740 533 007
Derek.ingle@ddavisconsulting.com Calum.byers@ddavisconsulting.com
DD Consulting

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