2. Analyst’s introduction to post-merger integration in telecommunications

3. The Change Management challenge
“Cultural & people issues present the biggest specific challenges during the post deal period…”
Only 20% of respondents were very well prepared to deal with cultures differences
Cultural challenges
Differences in working styles, leadership approach
National culture differences
Behavioural differences
People Issues
Key members of management team leaving
Employee moral and motivation
Retention of key staff
Consultation with staff and representative bodies
Top post deal challenges
Source: KPMG Global M&A survey 2005
…yet two thirds of companies had not placed a great deal of emphasis on addressing people and cultural issues in planning for the post deal period

4. ABCinc’s change management approach
9 out of 10 barriers to change are people related
In all M&A activities – ABCinc consider how we will identify and manage the human impacts of change in order to deliver the business goals and strategy.
Our change programmes are distinct from, but linked to, the more technical HR elements of M&A such as benefit and job alignments.
We address both the day 1 issues (systems access, tools etc) and the longer term integration needs of employees.
Typically our change programmes address:
Change definition (what, why, when, how)
Change leadership style & capability of ABCinc & the target company
Culture, behaviour & climate
Communications & engagement
Relationship / stakeholder management
Organisational structures
Skills & capabilities
Business impacts
Change management focus
Strategy & Business Plan
Technical impacts
People impacts

5. M&A Integration Practice (M&AIP) – our role
The M&AIP is the CoE for integration capability, methodology and skills:
with an overall priority for the successful delivery of integration projects
determining overall integration strategy, methods and approach.
engaging in the pre-transaction deal team - integration due diligence, business case refinement, planning and preparation
engaging and developing the wider integration community in GS, and wider e.g. ABCinc Retail, ABCinc Design
providing Integration Directors team for the integration projects for each acquisition.
Transferring integration skills to wider ABCinc community (i.e. Comsat)
Live Projects: 80%
Post OC engagement
Focus on integration elements of business case
Integration DD, BC assumptions and application of historic learning
Ensure increased integration planning and preparation - validation of synergies, integration budget and cost inputs, pre closure communications, change management, integration resource in place and ready. Blueprint philosophy
ID tasked with delivery
Close monitoring/support in first 12 months
Ongoing assessment audits of integration project
After 12 months quarterly reviews till close
Key driver is achievement of acquisition business case goals
Support project team
Risk/mitigation strategies
Establish and develop the virtual M&A community within ABCinc
Ensure Integration expertise and experience I harnessed for continuous improvement
Identify new integration directors and programme managers
Maintain resource and skill list for rapid deployment across projects and repeatability benefits
Thought leadership of M&A integration
Promote our capabilities to internal/external audiences, supporting ABCinc strategic themes
Standardised methodology – version controlled robust approach
Consistent and repeatable
Adaptable to varying business requirements but within common structure
Minimise risks of diverse approaches to future projects
Invest our substantial earning
Central set of integration tools and templates
Reporting and governance
Fasttrack to project readiness
Pre-transaction
Post-Merger Integration (PMI)
M&A Skills & Community
Method and skills: 20%
Time/resource Allocation

6. Integration Workshops timeline (during Pre-transaction)
A-Day Day Day months (e.g.)
ABCinc Kick-off Workshop
Between A-Day and Day-1
Joint Integration Kick-off Workshop
As soon as possible after Day-1
Synergy Validation Workshop
2-3 weeks after the Joint Integration Agreement Workshop
Full Team Rolling Review
2-3 weeks after the Synergy Validation Workshop
Prioritisation Workshop
Workstream Rolling Review
Joint Integration Agreement Workshop
2-3 weeks after the Joint Integration Kick-off Workshop
Pre-transaction Integration Transition BaU

7. Programme information flow
Assumptions
Objectives
Projects
Owner
Risks
HLMP
Milestones
Dependencies
Resources
Project Budget
PSG Reports
Synergy
Tracking
Charters
PDD’s
Blueprint
Checkpoint
HLMP Update
Action
Register
Issue & Risk
Rationale
Vision
Integration
Structure
Etc.
PSG

8. The Integration − contents & flow
Programme Steering Group (PSG)
Workstream Rolling
Review
Action Register
Issues & Risks Register
Brochure Blueprint
Integration Process Matrix Impact
Synergy Tracking & Reporting
Leadership
Synergy Validation Workshop
Motivation, Team Building & Recognition
Document Register
First 30 Days and ongoing ….
Next 70 Days & ongoing ….
Last 100 Days
Joint Integration Kick-off Workshop
Integration Workshops
Timeline
Other Useful Information
Governance
Programme Reporting Timeline
Checkpoint
Joint Integration Agreement Workshop
Focus during
the first
100 Days
Quick
Wins
Full Team Rolling
The Softer Integration Requirements
Integration Communications
Prioritisation Workshop
Re-branding
Culture
HLMP
(High Level Milestone Plan)
Change Management
Hygiene Factors for Day-1
Integration Practice Reviews
Formal Handover to the Integration Team
Integration
Blueprint
The last
100 days
OUC’s and Finance Transition

9. THIS IS ONLY A PARTIAL VIEW OF THE DOCUMENT.