May 18, 2004
Financial Executive International
M&A Issues Dealing With Plan Combinations and Integration
Presenter:
Len Gray
312 902 7646
[email protected]
Agenda

Section 1 – M&A Overview

Section 2 – Pre-Deal Strategy & Planning

Section 3 – Due Diligence

Section 4 – Integration
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
2
M&A Overview
Know key M&A frameworks and terminology
M&A Overview
Why they fail – difficulty of addressing key employee issues
M&A integration issues vary greatly in terms of
importance to the organization and difficulty to achieve…
Difficult but Less Important
High
1
Rationalizing
processes
1.5
2
Maximizing the
advantage from
accounting
strategies
2.5
Difficult and Very Important
Linking IT/
systems
support
Identifying
potential
operational
efficiencies and
combining plants
and/or locations
effectively
Not Difficult and Less Important
3
0%
10%
20%
30%
Stabilizing and
building
support within
the customer
base
Stabilizing the
organization and
addressing key
employee issues
Not Difficult but Very Important
40%
50%
60%
Low
70%
80%
90%
High
Level of Importance
Source: Mercer, Inc.
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
4
M&A Overview
High level process
Strategy and Planning
Due Diligence
Do by Close
CLOSE
Integration
Project Planning
Integration Planning
Human Resource Function
Leadership
Total Remuneration
Workforce & Staffing Alignment
Sales Force
Performance Management
Compliance
Organization Engagement
Project Management
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
5
Pre-Deal Strategy & Planning
Align action plan with merger rationale
Pre-Deal Strategy & Planning
Assessing human capital issues
Strategy & Planning
Strategic People Implications
 Build understanding of the deal and potential targets
 Build organizational readiness for business transactions
 Build Human Resource function readiness for business transactions
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
7
Pre-Deal Strategy & Planning
Merger rationale and strategic objectives
Strategic Objectives
Consolidation
Geographic Expansion
Extend Product Portfolio
Acquirer - part of industry with excess capacity - eliminates
capacity, gains market share, and creates a more efficient operation
Successful company expanding geographically - operating units
remain local
Acquisitions extend a company’s product line or its channel
coverage
Add Intellectual Capital
Acquisitions are used in lieu of in-house R&D to build a market
position quickly
Industry Convergence
Company bets on new industry emerging and establishes a position
by calling resources from existing industries w/ eroding boundaries
Achieve Critical Mass
A company increases its size significantly to achieve minimal
competitive size or to reduce the risk of “blockbuster” failure
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
8
Pre-Deal Strategy & Planning
Prioritizing critical people issues
Merger Rationale
Critical People Issues
Business & Organizational Design
Leadership
Resourcing
Rewards
Performance Management
Cultural Integration
Organizational Engagement & Communication
Employee Relations
Employment Legal Issues
HR Organizational Infrastructure
Merger Rationale adapted from Not All Mergers Are Alike, Joseph Brower, HBR, March 2001
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
9
Pre-Deal Strategy & Planning
Build M&A context
Capture business leaders’ perspectives on…
Environment
Build
understanding of
business drivers
the deal
Strategy
Facilitate
alignment of
business drivers
with “people
issues” and the
HR organization
Actions
Key steps to
implement the
strategy
Barriers
Winning
Identify major
impediments to
achieving success
Provide clear
understanding of
the outcomes of
transaction
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
10
Due Diligence
Understand important executive and employee issues
Due Diligence
Global self-audit

Identify and resolve own issues before integrating acquisitions

What programs do we have, and why?
– Systems, processes and tools
– Cost and liabilities
– Where (and who) is our key talent?
– What needs to change pre and post acquisition?
– How easy will change be?
– How does it vary by country?

Too often companies think they know themselves because they know
themselves in their HQ country
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reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
12
Due Diligence
Know thyself
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13
Due Diligence
Key topics to address
Employment
Agreements
HR Function
Payroll & Salary
Grade Structure
Retirement &
Other Employee
Benefits
Organization
Culture
The “Deal”
Short-term
Incentive Comp
Perquisites
CIC Plans/
Parachutes
Deferred
Compensation
Long-term
Incentive Comp
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
14
Due Diligence
Three levels of thinking. . .
Liability Scale
Identify any potential “deal breakers”
Identify factors requiring adjustment to
purchase price and/or deal terms
Collect information to identify
integration issues and begin planning
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
Where each issue
sits on this scale is
influenced by:
 Size of the deal
 Risk tolerance
of acquirer
 Acquirer
familiarity with
specific risk
15
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Employment
Agreements



Large/excessive
severance/change in control
payments (e.g., as
percentage of market
capitalization)

End negotiations/ do not
do deal

Adjust acquisition price
down

Awareness and timing of
severance (e.g., staggered
terminations)

Adjust acquisition price
down
Informal benefit promises
Large number of
employment agreements

Large severance payment
multiples

Broad application of
severance plan
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
16
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Payroll & Salary
Grade Structure

Large payroll expense

Large number of Union
employees

Complex or different salary
philosophy/structure

Awareness/integration
recognition

Awareness/understanding
of Union contracts

Evaluate translation into
acquirer structure prior
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
17
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Retirement &
Other Employee
Benefits


Unfunded or underfunded
obligations

Inappropriate valuation
assumptions

Noncompliance

Asset transfers

Change in control provisions

European Works Council

Negotiate acquisition price
and remedy compliance
concerns via reps &
warranties and/or
indemnification
Negotiate with target’s
actuaries; apply own
assumptions

Review alternative
approaches Negotiate
acquisition price

Negotiate
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
18
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Retirement &
Other Employee
Benefits

Significant exposure to risk
due to inappropriate or lack
of insurance

Benefits triggered on sale

Unpaid claims

Policy or contract lapse on
change in control

Get coverage in place
by closing

Negotiate adjustment
to acquisition price

Review potential
liability exposure. Get
coverage in place by
closing if appropriate
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
19
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Short-term
Incentive Comp

Guaranteed bonus payments

Variance in bonus targets or
measures between
companies

Variance in eligibility
between companies

Awareness/lower
acquisition price

Recalibrate upon integration
using buyer’s plans OR
rollover the target’s plan

Use buyer’s eligibility and
phase out/in target’s
participants over time
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
20
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Long-term
Incentive Comp




Large number of “in the
money options”
Large number of unvested
options outstanding that are
“out of the money”
Large number of unvested
options outstanding that
will vest and be exercised
immediately following a
change in control
Large number of restricted
shares that will vest as a
result of a change in control

Include options in share price
calculation / adjust price per share

Roll current outstanding options
into acquirer company plan (e.g.,
exchange ratio)

Cancel options

Recognize and consider lost
tail value in current options
when making grants to
continuing employees

Consider making retention
grants for key individuals if
significant turnover risk exists
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
21
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Deferred
Compensation


Large deferred compensation
account balances with no
funding or security

Purchase price should
reflect payout of all
account balances

Create deferred
compensation plan at
target (for current
participants or larger
group)

Payout balances to
participants
Acquiring company does not
have deferred compensation
plan for current participants
to roll-over account balances
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
22
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
CIC Plans/
Parachutes





Purchase price should reflect
full cost of payments,
including tax liability

Awareness/determine
whether immediate turnover
will be a significant issue,
create need for retention
strategy

Awareness/potential
purchase price
adjustment
Large cost exposure
Large number of “single
trigger” change in control
protections
Large number of employees
with change of control
gross-up provisions
Large number of “double
trigger” changing in control
arrangements
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
23
Due Diligence
Other executive benefits and perquisites
Perquisites
Benefits and Perquisites
Executive/Director’s
Life Insurance
Company Car
and Driver
Executive Health
Loans
Retiree Health
Vacation & Holidays
Executive and Individual
Retirement Promises
Profit sharing
Financial Planning
Long service leave
and bonuses
Note also: Director’s Compensation (often administered by Corporate Secretary,
Legal Department or CEO’s office)
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
24
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
Organization
Culture

Executive level differences – “social
issues”

Differences in country/geography
cultures

Substantial differences in human
capital strategy or business model
(labor-intensive v. capital-intensive)

Substantial differences in employee
relations history and
management/employee attitudes
toward unions

Differences in attitudes and
behaviors regarding achievement,
environment, perspective, power &
risk

Differences in expectations regarding
transaction

Understand own culture;
“strengthen strengths”;
address shortcomings before
deal

Build employee and HR
readiness for deals

Follow same approach for
target DD as for self-analysis

Achieve alignment through
change communication
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
25
Due Diligence
Learn from cultural differences
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
26
Due Diligence
Resolution of potential issues
Resolution of
Potential Issues
Potential Issues
HR Function

Multiple, fragmented systems

Unreliable employee data

Plan administration compliance
issues Significant difference in
governance, service delivery model
or HR competencies

Poor relationship with
management, employees

No transaction experience

Ineffective ability to execute

Differences in staffing levels,
processes and structure

Unlikely an HR
operations issues would
stop the deal or have a
significant impact on
price (possible
exception: extreme noncompliance that cannot
be quickly fixed)

Address issues in
integration planning and
execution
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
27
Integration
Prepare for pre-close, “day 1”, immediate and
extended integration
Integration Project Planning
Value from an acquisition
Project Planning
 Identify internal/external team
 Build transaction context
The value realized from an acquisition is
directly related to the success of
the execution of the integration – the more
successful, the more value; the less
successful, the less value
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
29
Integration Project Planning
Elements of integration
Strategy and Planning
Due Diligence
Do by Close
CLOSE
Integration
Project Planning
Integration
Integration Planning
Human Resource Function
Leadership
Total Remuneration
Workforce & Staffing Alignment
Sales Force
Performance Management
Compliance
Organization Engagement
Project Management
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
30
Integration Project Planning
Key steps
Pre-deal
Integration
Doing the deal
Know the
process
Prepare your
team
Know the target
Prioritize key
areas
Identify distinct
projects
Develop
project
charters
Create detailed
plan
Assess situation
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
31
Integration
Integration process map
DO BY CLOSE
F
O
R
M
P
R
O
J
E
C
T
T
E
A
M
S
Human
Resources
Function
CLOSE





Leadership



Total
Remuneration
Workforce and
Staffing
Alignment








Sales Force



Performance
Management
Compliance









Organizational
Engagement







Project
Management




IMMEDIATE INTEGRATION
EXTENDED INTEGRATION
Design HR structure
Identify HR staffing
Develop technology transition / integration
Make insourcing / outsourcing / cosourcing decisions
Identify leadership behaviors
Select/deselect leadership
Develop assessment and feedback
Develop transition arrangements
Develop framework and philosophy
Review compensation and benefits with gap analysis
Design / Implement compensation and benefits program
Develop understanding of target and current state
Perform initial employee selection / deselection
Develop retention / transition strategy
Develop performance management system
Perform customer analysis
Perform sales analysis
Design new sales program
Assess customer service / programs
Identify desired behaviors and achievements
Assess desired behaviors and achievements
Reinforce desired behaviors and achievements
Assess legal compliance – retirement, employment practices / contracts
Review HR policies and programs
Address employee relations issues – formal and informal
Review communication strategy and materials for key messages
Conduct preliminary assessment of communications channels
Develop media and audience matches
Specific plans – pre-close, “first 100 days”, longer term
Characterize current and desired cultures
Identify cultural gaps/differences
Understand business implications of cultural differences
Identify workout strategies to join cultures by engaging employees
Execute engagement events
Resolve tension between results, time, resources
Prioritization of issues/challenges
Integrated project plan and detailed plans for specific tracks
Track execution and achievement of goals
Capture learnings for continuous improvement
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
32
Integration
Total remuneration
Total Remuneration
Main concerns
 How do we retain and motivate key people in all parts of the
merged organization?
 What are the appropriate short and long-term reward packages
which will help to achieve business and cultural strategic goals?
 Base and variable compensation programs?
 Retirement programs?
 Health and Group programs?
 Expatriate programs?
 Miscellaneous programs?
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
33
Integration
Total remuneration – do by close


Stock purchase – often nothing, everything comes with the deal, but not
always. Need employee communication strategy and integration plan
Asset purchase:
– works council consultation/negotiation
– payroll (including expatriate administration)
– employment contracts
– insured contracts/ risk assessment
– retirement plans (assets, liabilities, administration)
– HR systems, tools and processes
– HR function
– transition services agreement (not available everywhere)
– employee communications
– integration plan
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
34
Integration
Total remuneration – close

Global roll-out of employee communications

Due diligence on all transition activities

Manage any “delayed” closings as effectively as possible

Don’t let up on transition project management
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
35
Integration
Total remuneration – post close

A thorough due diligence makes integration easy, but reality is that HR
rarely has all the information needed, or sufficient time to have
developed a full integration strategy, so:
Develop
Perform
Develop
a global compensation
and benefits strategy
gap analysis between
current practice(s) and
strategy
implementation plan
(including
grandfathering of
existing programs, but
keep grandfathering to
a minimum
– Integrate rapidly, or don’t integrate at all!
– Key integration challenge: harmonizing benefits without increasing
costs
Mercer Human Resource Consulting
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All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
36
M&A Overview
High level process
Strategy and Planning
Due Diligence
Do by Close
CLOSE
Integration
Project Planning
Integration Planning
Human Resource Function
Leadership
Total Remuneration
Workforce & Staffing Alignment
Sales Force
Performance Management
Compliance
Organization Engagement
Project Management
Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
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Mercer Human Resource Consulting
©2004, Mercer Human Resource Consulting LLC
All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be
reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC.
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