1. Preparing for NewCo: Finding and Leveraging Opportunity Kristina DiPalo, Founder/Owner, Elysian Communications LLC NJ IABC Strategic Communications Planning for a Merger/Acquisition April 8, 2015

2. Starting Point What is a merger? –Formal: Absorption by a corporation of one or more others; any of various methods of combining two or more organizations (as business concerns) –Actual: Marriage in which one of the partners is on the fence, at best, or openly hostile, at worst, and the family (ie, stakeholders) is withholding judgment.

3. More Than Just Day One Opportunity in Every Phase Countdown to Close Sustained Momentum Launch of NewCo Maintain focus, inform, engage and prepare Enhance promise of NewCo with focus on continuity Promote wins and guide through change Create Roadmap Inform and Engage Partner with HR Focus on Culture Coordinate Outreach Prepare Leaders Reiterate Promise Launch Name/Brand Show Proof Points Promote New Normal Focus on Culture Unveil New Standards

4. Getting Grounded Strategic Roadmap Creates Guideposts for Transition Countdown to Close Preparing for Launch Working as One Operating as One Culture 60 Days Pre Close30 Days Pre CloseDay 1 – Day 60Day 60 – Day 180 Day 1 ▪ Assessing opportunities for revenue generation and cost savings ▪ Evaluating org design principles and starting process to shape NewCo - period will run next few months ▪ Announcing leadership: N-1, N-2 ▪ Continuing org design to additional levels ▪ Preparing for Day 1 ▪ Final org announcements, selection and restructuring ▪ Operating in NewCo with clarity of purpose and jobs ▪ Tracking progress ▪ Embracing common language, process, styles Milestones

5. Remembering Your Stakeholders Not All Stakeholders Are Equal Shareholders/ Analysts “What about growth/return?” Shareholders/ Analysts “What about growth/return?” Communities “What happens in my backyard?” Communities “What happens in my backyard?” Vendors/ Suppliers “Who is my point of contact?” Vendors/ Suppliers “Who is my point of contact?” Business Partners “How does this impact us?” Business Partners “How does this impact us?” Gov’t/ Policymakers “What does the Company stand for?” Gov’t/ Policymakers “What does the Company stand for?” Media “Who, What, When, Where, How?” Media “Who, What, When, Where, How?” Industry Community “What are the benefits?” Industry Community “What are the benefits?” Customers “What changes?” “What doesn’t?” Customers “What changes?” “What doesn’t?” Employees “What happens to me?” Employees “What happens to me?” NewCo

6. The Must Haves: Building Blocks to Leverage Opportunity – Build and sustain strong momentum between announcement and close, and beyond ▫ Act fast after Announcement Day ▫ Develop the Story, the Principles and the Rules of the Road ▫ Stay focused on people (internal and external) – Address multiple stakeholder needs and concerns, modeling transparency and trust ▫ Be consistent, relevant and transparent – always ▫ “Mirror” communications across all stakeholder groups as much as possible – Develop thorough, comprehensive plans for pre Day 1, Day 1 and beyond (week by week, per audience group, with clear accountability and interdependencies) – Charter dedicated communications team and sub-team with strong, visible, collaborative leadership; reps from key functions across both merger partners (HR, BU’s, Legal, etc) ▫ Don’t be afraid to push back – Prepare leaders and use them in the most appropriate manner, per culture and need – Leverage feedback