1. Mercer’s comprehensive HR due diligence analysis
identifies practical information and recommended
solutions for negotiations as well as closing and
integration planning.
Through rigorous analysis, we get to the critical issues quickly and
efficiently, guiding clients to clarity and certainty in their pricing and
helping establish a reliable groundwork for closing and integration.
Our services provide you with a competitive advantage in negotiations,
positioning you for transition and post-closing value creation. We assist
with cross-border transactions in virtually any country in which you
might do a deal. Our global network of experienced on-the-ground deal
specialists advises on hundreds of deals each year across all industries.
Financial issues. Price and related purchase agreement terms and
conditions are the financial foundation for value creation in acquisitions
and joint ventures. Mercer’s team provides expert advice, projections,
and sensitivity testing for cash flows, P&L costs, and liabilities across
a spectrum of human capital areas. We advise on future trends and
operational considerations relevant to your potential deal.
Coordinating with your tax, finance, and legal teams, our due diligence
experts quantify liabilities, risks, and opportunities in key areas, including:
• Pensions, post-retirement medical plans, and group benefits.
• Executive and broad-based compensation, incentives, equity, and other
long-term plans.
• Change-in-control and parachute payments.
• Employee retention and severance.
• Cash flow projections.
TRANSITION RISKS AND
OPPORTUNITIES FOR
VALUE CREATION
• Organization and workforce.
• Culture.
• Talent management.
• Employee retention and
transaction bonuses.
• Severance.
• Executive programs and
agreements.
• Broad-based compensation.
• Sales force.
• Retirement and other post-
employment benefits.
• Health and welfare benefits.
• Labor and employee relations.
• Employment policies and
practices.
• Communications and managing
the employee experience.
• HR organization and operations.
T H E F O U N D AT I O N
F O R D E A L S U C C E S S :
H R D U E D I L I G E N C E
F I N A N C I A L , TA L E N T, C U LT U R E ,
A N D H R O R G A N I Z AT I O N A N D
O P E R AT I O N S A N A LY S I S
H O W W E W O R K W I T H C L I E N T S
Our flexible engagement model: Our clients engage us in the way
that best meets their needs across the transaction life cycle — from
strategic to technical consulting — where our expertise supplements
their internal capabilities.
Global team, working with your deal schedule: Marketplace conditions
and financial considerations drive deal schedules. Our resources are
organized to work with and meet the demands of your deal.
Transaction expertise: We provide strategic, high-quality, anticipatory,
and responsive M&A consulting advice for the planning, process,
analytics, and decision-making that contribute to the success of
business transactions.

2. Talent management. Equally as important as the financials to value
creation is the talent available at both the acquirer’s and the deal
partner’s companies. We provide expert analysis of leadership capabilities
and retention risks, executive compensation transition, and workforce
characteristics. We help clients mitigate the impact of change and
uncertainty on the workforce through deal-related communication.
Culture. There is mounting evidence from real-world deal experience
that organizational culture — the patterns of behavior among employees
that influence business outcomes — is a significant overall influence on
how much value a deal creates and how fast. The most precise financial
modeling of what a deal could produce cannot be realized if employees
from both sides of the deal do not behave in the ways required to achieve
what the pro forma statement predicts.
Mercer’s team provides practical — not academic — insight into the
patterns of behavior of your deal partner. We begin early in the deal
process, even before initial discussions, and continue through to detailed
diligence to help you define how you will integrate the key drivers of the
right employee behaviors. Executives often express the concern that
they are “unable to do anything about culture”; our approach will give you
information and insights to take control of this issue.
HR organization and operations. Although not typically an influence on
price or whether to do a deal, the HR operations of your deal partner
is an important influence on closing and integration. In addition to the
issues of how and when to integrate HR operations, the effectiveness
of the people, data, and systems of your deal partner can directly affect
the speed and thoroughness of integration. We analyze the governance,
staffing, structure, technology, work processes, and sourcing activities of
your deal partner to give you a comprehensive picture of HR operations.
P R AC T I C A L VA LU E O F O U R D U E D I L I G E N C E S E R V I C E S
Our work identifies practical information and recommended solutions for
negotiations as well as closing and integration planning.
• Relevant compensation and benefit commitments, and balance sheet
and/or cash flow adjustments to be reflected in the financial model and
bid price.
• Country-specific labor and benefits obligations.
• Practical explanation of issues and practices in the HR environment in
countries in which you may not have deal experience.
• Adjustments, terms, and conditions to be reflected in the purchase and
sale agreement.
• Change-in-control provisions or clauses that may appear in executive
contracts and/or incentive plans.
• Comprehensive global data for benchmarking compensation and
benefits by industry, geography, and job type to firm up financial
forecasts as well as help ensure effective post-close integration of
these programs.
• Guidance on post-closing HR plan and program design as well as design
of the HR organization service delivery model.
• Opportunities for consolidation, harmonization, operational efficiencies,
and cost savings.
BEYOND DUE DILIGENCE
Mercer’s global team of transaction
consultants can advise you on the
planning and execution of closing and
integration activities, helping align the
people-related aspects of the transaction
with its underlying business rationale.
For more information, please contact:
Ake Ayawongs
(Growth Markets M&A Leader)
ake.ayawongs@mercer.com
+66 26268304
Phil Shirley
(Greater China M&A Leader)
phil.shirley@mercer.com
+852 3476 3823
Junji Horinouchi
(Japan M&A Leader)
junji.horinouchi@mercer.com
+81 3 5354 2096
J.S. Park
(Korea M&A Leader)
jin-seok.park@mercer.com
+82 2 3404 8327
Dhruv Mehra
(ASEAN M&A Leader)
dhruv.mehra@mercer.com
+65 6398 2592
Daniel Nadborny
(Latin America M&A Leader)
daniel.nadborny@mercer.com
+54 11 4000 0914
www.mercer.com/mergers-acquisitions
www.mercer.com
20402-MA
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