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Page 1: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

MampA Integration

Mike Sum

22 Sept 2016

Introduction

2

GRAM

The MampA market ndash exampleshellip

Lest we forgethellip

4

Merger Integration Explained

5

Link

A quiz to beginhellip

6

bull ___ of acquirers believe that they create value from their MampAs

bull hellipbut the evidence shows that _____ fail

bull Almost ___ of synergies are paid in the purchase price

bull ___ of acquirers fail to deliver their synergy targets

bull It takes acquirers __ months on average to feel in control

bull Over __ of failures are blamed on lsquocultural incompatibilityrsquo

bull Number one learning point ndash ldquo_____________rdquo

lsquoThe moral is not that merging is always wrong but that it is riskyrsquo

The Economist

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 2: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Introduction

2

GRAM

The MampA market ndash exampleshellip

Lest we forgethellip

4

Merger Integration Explained

5

Link

A quiz to beginhellip

6

bull ___ of acquirers believe that they create value from their MampAs

bull hellipbut the evidence shows that _____ fail

bull Almost ___ of synergies are paid in the purchase price

bull ___ of acquirers fail to deliver their synergy targets

bull It takes acquirers __ months on average to feel in control

bull Over __ of failures are blamed on lsquocultural incompatibilityrsquo

bull Number one learning point ndash ldquo_____________rdquo

lsquoThe moral is not that merging is always wrong but that it is riskyrsquo

The Economist

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 3: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

The MampA market ndash exampleshellip

Lest we forgethellip

4

Merger Integration Explained

5

Link

A quiz to beginhellip

6

bull ___ of acquirers believe that they create value from their MampAs

bull hellipbut the evidence shows that _____ fail

bull Almost ___ of synergies are paid in the purchase price

bull ___ of acquirers fail to deliver their synergy targets

bull It takes acquirers __ months on average to feel in control

bull Over __ of failures are blamed on lsquocultural incompatibilityrsquo

bull Number one learning point ndash ldquo_____________rdquo

lsquoThe moral is not that merging is always wrong but that it is riskyrsquo

The Economist

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 4: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Lest we forgethellip

4

Merger Integration Explained

5

Link

A quiz to beginhellip

6

bull ___ of acquirers believe that they create value from their MampAs

bull hellipbut the evidence shows that _____ fail

bull Almost ___ of synergies are paid in the purchase price

bull ___ of acquirers fail to deliver their synergy targets

bull It takes acquirers __ months on average to feel in control

bull Over __ of failures are blamed on lsquocultural incompatibilityrsquo

bull Number one learning point ndash ldquo_____________rdquo

lsquoThe moral is not that merging is always wrong but that it is riskyrsquo

The Economist

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 5: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Merger Integration Explained

5

Link

A quiz to beginhellip

6

bull ___ of acquirers believe that they create value from their MampAs

bull hellipbut the evidence shows that _____ fail

bull Almost ___ of synergies are paid in the purchase price

bull ___ of acquirers fail to deliver their synergy targets

bull It takes acquirers __ months on average to feel in control

bull Over __ of failures are blamed on lsquocultural incompatibilityrsquo

bull Number one learning point ndash ldquo_____________rdquo

lsquoThe moral is not that merging is always wrong but that it is riskyrsquo

The Economist

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 6: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

A quiz to beginhellip

6

bull ___ of acquirers believe that they create value from their MampAs

bull hellipbut the evidence shows that _____ fail

bull Almost ___ of synergies are paid in the purchase price

bull ___ of acquirers fail to deliver their synergy targets

bull It takes acquirers __ months on average to feel in control

bull Over __ of failures are blamed on lsquocultural incompatibilityrsquo

bull Number one learning point ndash ldquo_____________rdquo

lsquoThe moral is not that merging is always wrong but that it is riskyrsquo

The Economist

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 7: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Why do mergers fail

7

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 8: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Keys to successhellip

8

hellipa blend of lsquohardrsquo and lsquosoftrsquo factors

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 9: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

The critical importance of synergies

9

Destroy value

Va

lue

$M

Price paid Value creation

Synergies

Create value

Dis-synergies

hellipbut remember to protect standalone value

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 10: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

The first 100 days are critical to

success

10

Stakeholder perceptions are formed in this

period and are difficult to change

0 25 50 100

Employees

Board

Shareholders

Customers

Gone

Conflict

Switching

Critical

Va

lue

Typical results of poor integration management

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 11: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Summary balance is the key

11

Maintaining strong control

over the costs benefit

delivery quality and scope

of the programme

Ensuring there are clear

objectives and targets to focus

activity and critical resources

on areas that add the most

value

Balancing integration with driving core business performance

Effective management

of PEOPLE through a

time of uncertainty

Objective challenge and

robust process to minimise

expected RISK

Maximise the expected

VALUE through focus on

areas of benefit

Delivering the benefits

whilst ensuring that

focus is maintained on

core businessrsquos growth

opportunities business

as usual activity and

other change

programmes

Managing key stakeholders

through the change your

employees your clients your

regulators

Source PwC global merger integration methodology

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 12: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

MampA Integration

Exercise Coles7-Eleven

bull Coles has announced an

agreement to acquire the

entire business of 7-Eleven in

Australia

bull The deal is expected to close

in 2 months

bull Until then the businesses

remain separate competitors

with limited access to people amp

data

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 13: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Teams

1 Coles CEO

2 7-Eleven CEO

3 Coles Integration Director

4 Stores amp Brand

5 Products amp Purchasing

6 Supply Chain

7 Finance

8 IT

9 People amp HR

13

Planning Merger Integration

Exercise Coles7-Eleven

Questions

1 How are you feeling

2 What are your key

priorities in this phase

3 What is keeping you

awake at night

15 mins to consider each team to play back for 3 mins

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 14: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

What does good look like

Integration Principle Desired outcome

1 Accelerate the

transition

ldquoThe integration had a clear sense of pace and

momentum right through to the end Activities were

completed on time or ahead of schedulerdquo

2 Define the integration

strategy

ldquoThe desired outcomes and strategic direction were

clear Decisions were made on a timely basis to enable

rapid progressrdquo

3 Focus on priority

initiatives

ldquoPriorities were clear and focus was paid to key value

driversrdquo

4 Plan the integration

and prepare for Day

One early

ldquoPlanning started early well in advance of Day 1 A

clear plan and timeline were put in placerdquo

5 Communicate with all

stakeholders

ldquoA wide range of stakeholders were engaged

throughout the process in 2-way discussion which

helped to shape the approachrdquo

6 Establish leadership

at all levels

ldquoRoles accountabilities and decision making processes

were clear People took responsibility and delivered to

promiserdquo

7 Manage the

integration as a

business process

ldquoThe process was rigorous enough to add value without

lsquogetting in the wayrsquo or being inflexiblerdquo

PwC Global MampA

Integration Methodology

-Best Practice Principles

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 15: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Key take-aways

1 Two-thirds of mergers fail - usually because integration fails

2 Start early to ensure a running start on Day 1

3 Dedicate resources and take integration seriously

4 The power of balance ndash value risk people and BAU

5 Pace with structure

6 Communication culture leadership

15

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you

Page 16: M&A Integration · M&A Integration Exercise: Coles/7-Eleven • Coles has announced an agreement to acquire the entire business of 7-Eleven in Australia • The deal is expected to

Questions

Mike Sum

Partner PwC

Office +61 (3) 8603 5924

Mobile +61 420 314 505

mikesumpwccom

16

httpwwwpwccomauconsultingmerger-acquisitions-integrationindexhtm

Thank you