Post Merger Integration - Challenges & Solutions

1 | Copyright © 2016 TayganPoint Consulting Group, All rights reserved.
TayganPoint Consulting Group
MERGERS, ACQUISITONS & DIVESTITURES
Post Merger Integration
Creating Value + Capturing Synergies

01 IDENTITY
02 INSIGHTS
03 ENGAGEMENT
04 BUSINESS OUTCOMES
05 EXPERIENCE
06 WHY TAYGANPOINT
TABLE OF CONTENTS

identity
01
Id
IDENTITY

TAYGANPOINT CONSULTING GROUP
WHO WE ARE
TayganPoint Consulting Group is a management consulting firm
focused on dynamic business transformation.
From strategy through execution, we engage as a partner and a
trusted advisor through all phases of your most mission-critical projects.
Aligning people, process, culture and technology, TayganPoint
delivers high-value solutions that improve performance, delivering
measurable and sustainable results.
Effectively fill gaps, broaden capabilities and create efficiency by
leveraging TayganPoint’s deep experience in strategy alignment,
process improvement, change management and program
management.
WHAT WE BELIEVE
We believe in helping clients achieve measurable, sustainable value.
We believe in open and respectful communication.
We believe in initiative, integrity, and accountability.
We believe in collaboration and transferring knowledge.
We believe in giving back to our communities.
We believe in true sustainability for our clients, our business
and the lives of our employees.
ONE OF CONSULTING
MAGAZINE’S SEVEN
SMALL JEWELS
DELIVERING
MEANINGFUL
SOLUTIONS
10 SEASONED
PROFESSIONAL
CONSULTANTS60
LOCAL
PRESENCE
GLOBAL
REACH
Headquartered in
Washington's
Crossing, PA
3X
NJBIZ
FASTEST
GROWING
COMPANIES
YEARS

TRANSFORMATION TOOLKIT
OPERATE + REALIZEENABLE + EXECUTEENVISION + ALIGN
STRATEGY
Development & Alignment
• Strategic Roadmap
• Voice of the Customer
• Market Assessment,
Benchmarks
• Target Operating Model Defined
• Current State
Assessment and
GAP Analysis
KEY DELIVERABLES
• Vision & Strategy
• Target Market Identified
• Customer Needs Identified
• Project Charter
• “As Is” Process Baselines
• Gap Analysis
DESIGN FUTURE STATE
Process, Technology & Organizational Redesign
• Knowledge Transfer, Training &
Communication
• Policies & Procedures Aligned
• Benefits Realization
• Ongoing Performance
Management
• Stakeholder Alignment and
Governance
• Technology
Requirements/Design
• Prioritization of Initiatives
• Transformation Program
KEY DELIVERABLES
• Training & Communication Plan
• Tollgate Reviews
• Performance Dashboards
CHANGE MANAGEMENT Clarity, Consistency, Transparency & Culture
KEY DELIVERABLES
• Stakeholder Analysis
• Governance Process
• “To Be” Designs
• Communication Plan
• Roles & Responsibilities
Defined
• Transformation Program
IMPLEMENTATION
Program Management

FINANCE &
ACCOUNTING
Finance Function Organization
Structure and Alignment, Process
and Operations , Improvement,
FP&A, PtP, AtR, OtC, Finance
Shared Services
SALES &
MARKETING
Call Center Operations
Improvement and
Centralization, Multi Channel
Marketing Strategy and
Deployment , Shared Services
and Process Integration
MERGERS
ACQUISITIONS &
DIVESTITURES
Post Merger Integration,
Acquisition Planning and
Transition Readiness, PMO /
IMO, Change Execution
RESEARCH &
DEVELOPMENT
Regulatory & Compliance, Clinical
Operations Effectiveness, Enterprise
Process Management, Product
Development & Launch Readiness,
Program & Portfolio Management,
Design & Implementation,
Organizational Effectiveness
OPERATIONS &
MANUFACTURING
Lean Processes, Supply Chain
Optimization, Performance
Measurement & Analytics,
Compliance &
Risk Management
INFORMATION
TECHNOLOGY
IT Strategy and Operating Model,
IT Operational Improvement
& Business Alignment,
Data Management & Analytics,
IT Shared Services
WHERE
TAYGANPOINT
CAN ENGAGE
SHARED
SERVICES &
OUTSOURCING
Program Management, Transition
Management, Knowledge Transfer,
Strategic fit assessment,
Organization Design, Change
Management

American Electric & Power
Aramark
Aria Systems
Caesars Entertainment
The Carlyle Group
Canon Financial Services
CDW
Dynegy
Fannie Mae
Fidelity
Fitch Ratings
John Hancock
NHS Human Services
PVH (Phillips-Van Heusen)
Reckitt Benckiser
Riverside Research
Thermo Fisher Scientific
T Rowe Price
Verizon
Wallenius Wilhelmsen Logistics
Wiley Publishing
Allergan
AbbVie
Biogen Idec
Bristol-Myers Squibb
Daiichi-Sankyo
G&W Laboratories
Johnson & Johnson
Merck & Co.
Novartis
Novo Nordisk
Otsuka
Sanofi Aventis
Quintiles
AltaMed Health Care
Hunterdon Medical
Center
Detroit Children’s
Hospital
Lancaster General
Health
OUR CLIENTS

insights
02
In
INSIGHTS

TAYGANPOINT CAPABILITIES
Specific to Mergers, Acquisitions & Divestitures
ORGANIZATIONAL CHANGE
MANAGEMENT
• Organization Design
• Stakeholder Alignment and
Change Execution
• Merger Communications
Planning and Execution
• Education, Training, +
Communication (ETC)™
PROCESS
IMPROVEMENT
• Enterprise Process
Management & Process
Reengineering
• Process Rationalization,
Integration and Synergies
• Process Improvement
Mapping, Assessment and Design
PROGRAM & PROJECT
LEADERSHIP
• Develop and Deploy Program
Management for Critical Change
Initiatives
• PMO Assessment, Design, &
Implementation
• Project Management Support
and Coaching
• IMO Design and Implementation
STRATEGY ALIGNMENT
& EXECUTION
• Strategic Planning and Definition
• Merger Integration
• Alignment and Governance
Across Stakeholders
• Performance Management and
Balanced Scorecard

CHALLENGES IN MERGER INTEGRATION
MARKETPLACE
DEMANDS

DIFFERENCES IN APPROACH
11
Individual teams focus on reducing
redundant operations and people
Quick close
Merge processes
Checklists & Templates
Avoid Risk
Cross-sell existing products
Conservative goals
Cost synergies
Cross-functional teams dedicated to
finding breakthrough opportunities
Go slow to go fast!
Optimize processes with new org
models
Senior leader engagement
Manage Risk
Identify new products to create value
Synergies beyond stated goals
TRADITIONAL INTEGRATED

INTEGRATED APPROACH ELEMENTS
1. Acquisition Strategy
2. Market Review
3. Due Diligence
4. Integration Planning
• People Selection
• Best of Breed Assessments: People, Process, Technology
• Sales & Marketing Alignment
• Infrastructure Rationalization
• Redundant Corporate Functions
• Facilities & Shared Services
5. Operational Integration
• Communication Planning/ Change Management
• Integration Plan Management
• Organization and Process Optimization
• Culture Assessment and Diagnostics

INTEGRATED APPROACH BENEFITS
13
• Clear charter ensures clarity of purpose
• Cross-functional teams led by senior leaders
• Milestones established early to measure progress
• Transparent reporting through established dashboard metrics
• Human Resources engaged early in talent assessment
• Strong focus on cultural integration
• IMO focused on faster realization of deal targets and merger goals
• Transformational synergy
• Data driven decision making across functions and business units
• Clear communication throughout engagement

Rapid and Effective
Knowledge Transfer
Lack of Value
Capture Realization
Integration Team
Resource Constraints
M&A as a Preferred
Growth Strategy Expand Customer Base
Extend Geographic
Reach
Enter New Lines
of Business
Corporate Culture
Alignment
Portfolio
Rationalization
INDUSTRY TRENDS & CHALLENGES
Post Merger Integration
MERGERS
ACQUISITIONS&
DIVESTITURES

QUESTIONS
Key Questions to Consider
To what extent will the target
company fit strategically within the
larger buyer organization?
Has a review of all the property
owned by the target company
been completed?
What is the current understanding of
the competitive environment in which
the target business operates? – move
up
What production-related matters
need to be reviewed?
What is the extent and quality of the
target company technology and
intellectual property?
What is the current understanding
of the target company’s marketing
strategies and arrangements?
What is your understanding of the
target company’s management and
employee base?
What is the customer base including
the level of concentration of the
largest customers as well as the sales
pipeline?
What are the potential environmental
issues the target company may face?
How will you establish, maintain,
and update a well-organized online
data room to enable due
diligence?

Integration Process
and Framework
Development, Toolkit
Playbook
Development
& Training
Due Diligence,
Readiness
Assessments, Business
Case Development
Pre-Deal
Support
Team Selection,
Governance, Synergy
Management, Value
Realization
Integration
Management
Office (IMO)
Support
Discovery, Planning,
Execution, Budget,
Performance Metrics
Functional
Integration
Planning, Execution,
Culture and
Communications
Change
Management
ENVISION & ALIGN ENABLE & EXECUTE REALIZE & OPERATE
STRATEGY ALIGNMENT + EXECUTION
PROCESS IMPROVEMENT
PROGRAM MANAGEMENT
CHANGE MANAGEMENT
MA&D OFFERINGS

Analyzing Business
Strategy and
Identifying IT Strategy
IT Strategy /
Business
Alignment
Due Diligence,
Readiness
Assessments,
Business Case
Development
Pre-Deal
Support
Team Selection,
Governance, Synergy
Management, Value
Realization
Integration
Management
Office (IMO)
Support
Discovery, Planning
Execution, Budget,
Performance Metrics
Functional
Integration
Culture and
Communications
Change
Management
MA&D OFFERINGS
Integration Process
and Framework
Development,
Toolkit, ETCSM
Playbook
Development
& Training
EXPERT EXPERIENCE
DISCUSSION TOPICS ENGAGEMENT DELIVERABLES
• Developed M&A and Divestiture playbooks for multiple functional areas
• Managed and implemented large scale M&A post-deal planning and integration projects
• Experienced in course development for new systems and processes
• Build Strategy on a Page
• Facilitate Framework Development
• Do you have an overarching integration
framework?
• What are your standard processes and
tools and are these documented and
maintained in a central location?

Integration Process
and Framework
Development, Toolkit,
ETCSM
Playbook
Development &
Training
Enabling and Building
the Planning, Funding
and Strategy of
IT Projects
IT
Portfolio
Team Selection,
Governance, Synergy
Management, Value
Realization
Integration
Management
Office (IMO)
Support
Discovery, Planning
Execution, Budget,
Performance Metrics
Functional
Integration
Culture and
Communications
Change
Management
Due Diligence,
Readiness
Assessments,
Business Case
Development
Pre-Deal
Support
EXPERT EXPERIENCE
DISCUSSION TOPICS ENGAGEMENT CAPABILITIES
MA&D OFFERINGS
• Due diligence team leadership (all operational aspects of acquisition evaluation)
• Best Practices and Acquisition Readiness Assessments as part of due diligence process
• Business Case development and guidance for acquisition go or no-go decision
• Develop Business Case
• Conduct Readiness Assessments
• Create Due Diligence Analysis
• How effective is your due diligence beyond
financial analysis…to include market and
operational due diligence?
• What is your process for operational DD?
Standard/broad/extensive?

Integration Process
and Framework
ETCSM
Playbook
Development &
Training
Due Diligence,
Readiness
Assessments,
Business Case
Development
Pre-Deal
Support
Defining IT Process
and Optimal
Organizational Design
IT Process /
Organizational
Design
Discovery, Planning
Execution, Budget,
Performance Metrics
Functional
Integration
Culture and
Communications
Change
Management
Defining IT Process
and Optimal
Organizational Design
IT Process /
Organizational
Design
Team Selection,
Governance,
Synergy
Management, Value
Realization
Integration
Management
Office (IMO)
Support
EXPERT EXPERIENCE
MA&D OFFERINGS
• What is your vision for how an IMO team will
operate? What will the governance structure
look like?
• How are you defining targets and measuring
achievements for value realization?
• Create IMO Governance Model
• Development of Day 1 and Day 100 Plans
• Build Resource Planning & Management
• Risk Mitigation Plan
• IMO Lead coordinating functional integration teams, managing integration planning, facilitation of discovery data,
liaison between acquisition/acquirer and driving process design workshops
• IMO Lead for acquisition and integration. Managed business and technology work streams with multiple
stakeholders

Integration Process
and Framework
ETCSM
Playbook
Development &
Training
Due Diligence,
Readiness
Assessments,
Business Case
Development
Pre-Deal
Support
Team Selection,
Governance, Synergy
Management, Value
Realization
Integration
Management
Office (IMO)
Support
Facilitation and
Alignment of Business
Processes to Disaster
Recovery Targets
DR
Strategy
Culture and
Communications
Change
Management
Facilitation and
Alignment of Business
Processes to Disaster
Recovery Targets
DR
Strategy
Discovery,
Budget,
Performance Metrics
Functional
Integration
EXPERT EXPERIENCE
MA&D OFFERINGS
• Designed and implemented cross functional people, process and technology plans for large complex initiatives
• Regulatory integration functional lead. Facilitated integration planning, readiness and execution workshops.
Developed transition plans to “normal” business
• Define Detailed Integration Project Plans
• Develop Knowledge Transfer plans
• Create Process Mapping and Gap Analysis
• 30/60/90 day milestone plans
• Design Resource Role Maps
• What functional activities drive value
realization?
• How will people, processes and technology
integrate functionally?
• How will knowledge be transferred between
organizations?

Due Diligence,
Readiness
Assessments,
Business Case
Development
Pre-Deal
Support
Team Selection,
Governance, Synergy
Management, Value
Realization
Integration
Management
Office (IMO)
Support
Discovery, Planning
Execution, Budget,
Performance Metrics
Functional
Integration
Large project, change
management oversight
and governance
Program Delivery
Capability
Readiness
Planning,
Execution, Culture
and
Communications
Change
Management
EXPERT EXPERIENCE
MA&D OFFERINGS
Integration Process
and Framework
ETCSM
Playbook
Development &
Training
• What is the current communication plan to
address the change?
• How are key stakeholders being identified?
• What training is necessary to support the
change?
• Developed the strategy roadmap, change management, & communication plan related to implementation and acceptance.
• Minimized business disruption to 2500 pharmaceutical employees.
• Led the Organizational Change Management and Communications effort for a global SAP implementation.
• Create Comprehensive Communication Plan
• Define Key Stakeholders, Messaging & Level
of Engagement
• Create a Robust Training Plan to Support All
Levels of the Organization

experience
03
Ex
EXPERIENCE

MA&D EXPERIENCE
Merger IT Infrastructure Integration - JOANIE
• Developed straight-forward reporting tools for IP renumbering work stream that became
the standard for all other domains in the PMO
• Supported the integration program lead with strong project management framework, tools
and tactics.
• Developed a stakeholder-centric approach to building and implementing a change
management strategy and then reinforce it with clear, crisp, regionally sensitive
communications delivered via multiple channels.
Merger Integration to Maximize Acquisition Value - JUDITH
• Established and lead the cross-functional/cross-business unit IMO.
• Ensured that the objectives of the integration were met within the guidelines established
and within the timeframes anticipated.
• The client achieved an additional $35 Million in cost savings and margin improvements,
resulting in total holding company synergies of $95 Million.
Biopharmaceutical Company Acquisition – ERIK/AMY
• Mobilized and organized the merger integration core team, providing subject matter
expertise, guidance, and global integration support.
• Advised integration leadership on pre-Day 1 planning and integration activities and
identified the deal's critical value drivers and developed processes to monitor progress
• Defined the integration priorities for a 30/60/90 day cadence and coordinated financial
activities needed to support legal entity and global supply chain changes
Energy
Generation &
Distribution
F100 Life
Sciences
Company
Global
Healthcare

taygan
point
04
Ta
WHY TAYGANPOINT

WHY TAYGANPOINT
BEST-IN-CLASS CONSULTANTS
Engagement teams comprised of alumni from some of the most notable consulting firms in the world
blended with an average of 20 years of management and consulting experience.
ACCELERATED CHANGE MODEL
Deep functional and industry expertise enables our consultants to intuitively diagnose issues and resolve
them faster. Facilitate change more effectively and achieve business benefits sooner.
HOLISTIC APPROACH
A collaborative and custom tailored approach that aligns new processes and models to meet the needs
of the business and its culture. Roadmaps that make sense.
LEADING EDGE THINKING – PROVEN PERSPECTIVE
Strong thought leadership supports improved transformation, collaboration, and improved effectiveness
DEEP FUNCTIONAL AND INDUSTRY KNOWLEDGE
Consultants with more than just consulting experience. Team members who have spent extensive time
working within major Life Science, Healthcare, Energy and Financial Services organizations.
STRATEGY THROUGH EXECUTION
Engagement beyond delivering ‘the plan’. Consultants engaged as a partner throughout the process.
Multi-disciplinary, collaborative and customized approaches that enable “strategy through execution”

27
M&AD THOUGHT LEADERS
• A leader in business transformation with
extensive experience in mergers, acquisitions
and divestitures, demonstrated expertise in
finding value through disciplined program and
project management.
• Proven experience as team leader, coach,
facilitator, and instructor. Has lead global,
cross-functional teams to deliver sustainable
changes to an organization.
• Has leveraged business process
reengineering and Lean Sigma initiatives to
define, deliver and implement business
transformation programs.
Judith
Millsaps
Principal
jmillsaps@tayganpoint.com
• 20+ years of pharmaceutical, medical
device and diagnostic management and
leadership experience across the spectrum
of business functions from research and
development, operations, and quality to
marketing and business development.
• Led and supported major change initiatives
focused on mergers, acquisitions and
partnerships, internally driven strategy
formulation and implementation efforts, as
well as process and systems improvement
projects.
Amy
Flynn
Principal
aflynn@tayganpoint.com
• 25+ years of experience in the Life
Sciences and Financial Services industries.
• Areas of expertise include program and
project management, merger and
acquisition planning and integration,
business process reengineering, Research
and Development, and strategy
development and implementation.
• Dan’s career began at JP Morgan where he
directly assisted industry analysts in valuing
companies. After which, he joined Merck,
holding positions in Financial Evaluation
and Analysis, Divisional Financial Services
& Treasury.
Dan
Patrick
Consultant
dpatrick@tayganpoint.com
• Versatile leader with history of leading
business transformations, including systems
and organizational change for financial
services, retail, government, and non-profit
clients. Molly has managed and supported
multi-functional project teams.
• Drove implementations impacting diverse
functional areas of client companies,
including: product administration, information
technology, customer service, human
resources, legal, compliance, risk, security,
marketing, communications, accounting, and
finance.
Molly
Romano
Consultant
Mromano@tayganpoint.com

28
M&AD THOUGHT LEADERS
• 20+ years of experience leading and
advising business transformation efforts
and managing complex programs requiring
systems and process integration. She has
led multi-year implementations of projects
with wide-ranging scope and considerable
change management challenges.
• As a Certified Six Sigma Master Black Belt,
Debbie has trained and coached hundreds
of improvement team leaders and
executives. She advises executives on how
to effectively sponsor improvement efforts
and create performance incentives and
measurement tools (balanced scorecard)
Debbie
Neuscheler
CCO
debbie@tayganpoint.com
• As the Chief Administration Officer (CAO) of
TayganPoint Consulting Group, Jim is
responsible for all finance/accounting, HR,
information technology (IT), risk
management and insurance, banking, audit,
legal and personnel relations. He also
develops the firm’s financial models for
growth.
• Prior to joining TayganPoint, Jim held
several senior management positions,
including: EVP; Chief Financial Officer of
Eastern Research Services; CFO; Controller
of Omicron Consulting; and CFO; COO of
Calvary Baptist Ministries.
Jim
Szakacs
CAO
jszakacs@tayganpoint.com

THANK YOU

Post Merger Integration - Challenges & Solutions

In this document