This document summarizes services related to mergers and acquisitions including due diligence, integration planning, tax advisory, staff augmentation, talent assessment, and change management. It provides an overview of the typical processes involved in organizational due diligence, financial due diligence, information technology due diligence, integration planning, communications planning, and post-integration activities.

1. Merger and Acquisition Services

2. Mergers and Acquisitions – Process Overview
Human Capital Solutions
Financial and Audit Advisory Services
IT Advisory Services
Tax Advisory Services

3. Our Merger & Acquisition Services – Due diligence
Pending or immediately after announcing intent to acquire,
The organization must conduct comprehensive Organizational Due
Diligence. Typical offerings include:
> Assessing Executive Leadership
> Identifying Top Talent (both) organizations)
> Examining alignment of visions, strategies, organizational
processes, and espoused values with strategies and results
through interviews, surveys, and focus groups
> Conducting culture surveys
> Conducting organizational surveys
Complete a review of all selling entities tax accounting and risk
assessment. We will review the FAS 109 and FIN 48 analysis
related to accounting for income taxes; as well as, a review of the FAS
5 reserves for other transactional taxes. We will analyze all appropriate
tax areas to determine target tax compliance with all applicable taxing
jurisdictions. This includes the following tax areas:
> Past Tax Returns review and potential liability assessment
> Tax Provisioning process assessment and review
> Legal entity restructuring support
> International income and VAT
> U.S. Federal income tax
> State and Local income taxes
> Sales and Use taxes
> Real & personal property taxes
> Excise taxes
> Payroll taxes
Tax Readiness Assessment & Due Diligence
Organizational Due Diligence
A report on the business risks resulting from new IT structures
that includes an analysis of the following areas:
Pending or immediately after announcing intent to acquire, the
organization must conduct comprehensive financial Due Diligence.
We prepare a report identifying the scope, areas and financial
statements reviewed assessment of each area, and potential areas
of concern and suggestions for addressing issues. Typical offerings
include:
> Balance Sheet Integrity Evaluation
> Qualitative & quantitative performance evaluation
> Projection analysis and assumption validity
> SOX Readiness Assessment
> Financial Process Compatibility Review
> Contract review – Vendor and Client (assignable? Change
of control notification requirements)
> Customer concentration – pricing concerns where
common clients exist
> Credit policy
> Inter-company Agreements, if necessary
> IT Systems control and compatibility review
> The risks that are inherent in the
technology, processes, and organizational
> The expected costs that may come with those
risks
Information Technology Due Diligence
Financial Due Diligence

4. Our Merger & Acquisition Services – Integration Planning
In the early phases of an integration, this work involves establishing
Integration Teams to make decisions/ recommendations about
specific integration areas, and culminates in finalizing the design of
the new organization. Typical offerings include:
> Charter Integration Teams to make decisions/recommendations
re specific integration areas
> Mission, Vision, Values development and communication
> Overall HR Assessment
> Short-term business planning
> Preliminary organizational design development (Portfolio-level
restructuring to determine which stay and which are let go)
> Long-term strategy development
> Building Agility
> Identify interdependencies between various departments
> Identify risk in integration work streams and actions to mitigate
risks
In the early phases of an acquisition our services can overlap with or
be part of Organizational Due Diligence. As the integration progresses
they are applied more broadly and deeper into the organization.
Typical offerings include:
> Planning for and facilitating initial senior team meetings
> Building Agility: Envision Phase
> Assessment & Development Centers
> Competency Model Development
> Coaching
> Teambuilding
> Senior Management Team Development
> New Leader Tool Kit
> Top Team Alignment
Talent Assessment & Senior Team Development
Integration Planning
Financial, Tax, Accounting and Audit Staff Augmentation
As soon as mergers or acquisitions are announced internally, people
begin to determine whether they think their job is in long term danger and
what their new role may be in the corporation. As a result even with stay
bonuses some employees will leave the company to pursue alternatives
elsewhere. Our experienced Tax, Accounting, Finance, IT and Audit
personnel are ready to assist you with this transition by being ready to
provide staff augmentation services at a moment’s notice.
Once the transaction is complete the process of consolidation begins.
Almost all support departments be they accounting, tax, auditing, finance
or IT are likely to face relocation, reductions, or elimination. Our career
transition services allow companies to offer value based solutions to their
employees affected by these actions.
This work should begin prior to announcement, but typically doesn’t
begin until after the announcement has been made and continues until
people adapt to the new organization. These offerings can be designed
and delivered in conjunction with an internal communications group:
> Communication plan and strategy development &
Communication statement development (messaging)
> Dialogue in a Box” tools to equip leaders to deliver
messages locally
> Building feedback mechanisms to track communication
impacts and performing employee attitude surveys
Strategic Communications Planning
Career Management Services

5. Our Merger & Acquisition Services – Integration
Once the transaction has been completed we can assist with
implementing the integration plans Post-acquisition project
management coordination is critical and we can assist top
management keeping their focus on why they engaged in the merger
A Typical integration will include the following activities
In Finance:
> Determine legal structure
> Identify current and future reporting requirements
> (Regulatory and Statutory)
> Covenant compliance
> Identify current management reporting
> requirements – processes and sources of data -
KPI
> Year end alignment – stub period audit and tax
returns
> Review current accounting systems and control
environments (policy & procedures)
> Map processes and identify accounting system
limitations
> Review general ledgers and mapping
requirements for consolidation purposes
> Purchase accounting
Financial Integration
Once the transaction has been completed we can assist with
implementing the integration plans Post-acquisition project
management coordination is critical and we can assist top
management keeping their focus on why they engaged in the merger.
A Typical integration will include the following activities
In Tax:
Legal:
> Determine legal structure
> Identify current and future tax reporting
requirements
> Review the tax packages
> Review general ledgers and mapping requirements
for tax reporting purposes
> Evaluate book tax differences
> Deferred tax assessment
> Contract review – Vendor and Client (assignable?
> Change of control notification requirements)
> Customer concentration – pricing concerns where
common clients exist
> Credit policy
> Inter-company Agreements, if necessary
Tax and Legal Integration

6. Our Merger & Acquisition Services – Post Integration
Process, SOX404 and Internal control Consolidation
As the new organization shifts its focus to maintaining and
enhancing its operations, the two separate sets of internal /
SOX controls will need to be assessed and a timeline
established for integration. Processes should be reviewed for
the potential for reengineering and Best practices across the
two companies This work involves::
> Business Process Reengineering
> Best Practice Identification
> Internal control consolidation / prioritization
> AS5 Compliance / Enterprise Level controls
Post Implementation Tax Advisory Services
Organization Transformation / Change Enablement
As the new organization shifts its focus to maintaining and
enhancing its operations, human resource needs will align
better with our core organizational consulting services. Those that
are most likely to appeal to recently integrated Companies include:
> Competency Modeling
> Building Agility Working Sessions
> Retention Strategies
> People Brand: Employee Value Proposition
> Leadership Development
> Assessment & Development centers
> 360º Feedback
> Coaching
> Development Programs
> New Leader Tool Kit
Tax issues will continue to play a critical role in the successful
completion of a transaction and post deal integration.
The transaction also presents a unique opportunity to implement tax
planning and realize significant deal synergies which are unlikely to
have been taken into account when evaluating the initial deal.
Conversely, if not planned and implemented properly, significant
unanticipated costs can arise during transaction as well.
We develop a plan to tax effectively integrate and rationalize
business operations, advice on cash repatriation strategies,
subsequent internal reorganizations and dispositions of unwanted
assets, financing structures, transfer pricing arrangements, holding
company structures, quantitative analysis of NOL utilization, tax basis
and earnings and profits, among others.

7. Our Merger & Acquisition Services – Why Us?
Integrity – We maintain the highest ethical
standards and all client information is handled in the
strictest confidence.
Independence - Because we do not perform financial
statement audit or attest work for clients, we can
provide an independent and objective review of your
internal control environment – with an unbiased view of
challenges that face your business.
Experience – With an average of 17 or more years of
experience, our professionals bring a wealth of
approaches, techniques and perspective in assisting
clients with their needs.
Value – Our guarantee of experience, continuity, and
focus on improvement provide significant value at
highly competitive rates.
Proven methodology – We maintain a library of
tools, programs and best practices that are utilized in
the delivery of our client engagements.
Our companies have a series of core values
that position us for this important strategic
Right Management & Experis Finance
Our Core Values
We provide the full range of solutions, from
preannouncement to post-merger (strategic planning /
alignment, communication planning,, tax advisory, staff
augmentation, talent assessment, leadership
development, cultural integration, change
management, integration planning, business process
integration, accounting and financial advisory, and
career transition/outplacement services)
We’ve gone through it ourselves Human performance
is one of our core competencies - not something that we
have thrown together to make our practice well-
rounded
We have subject-matter experts / thought leaders on
each of the areas listed above
We’re global, more flexible, and more innovative
Our business model delivers value at reasonable cost.
Right Management & Experis Finance
Our Differentiators