1. RCA Consulting Thoughts on Post Merger Integration

2. 1 Proprietary and Confidential RCA Consulting, LLC Advantages Disadvantages Best of BothStatus QuoHolding CompanyFull Integration Retain strengths of both companies Provides portfolio management approach to products and services Identify and adopt best practices from each company Apply strengths of Acquirer Fast Limits debate Strengths of both organizations are retained Minimal interruption to each business Limited resources required for integration Limits cost synergy capture Limits interchange of culture and skills Worst practices of both companies are retained Minimal disruption to acquired company Fast Minimal debate Sharing of information and technology possible Return acquired capabilities/customers Limits cost synergy capture Minimal interchange of skills Limits revenue enhancement potential Combined company benefits Supports consensus building Allows identity of acquired company to remain visible in new company Generates feeling of worth among acquired employees Potential indecisiveness could paralyze organization Risks choosing lowest common denominator rather than best practices Time intensive Eliminates uncertainty Minimal debate High-level strengths of acquired may be incorporated Most effective at capturing near- term synergies Most effective at encouraging upside potential Risk losing acquired’s capabilities/customers Potentially alienates acquired employees and reduces productivity The degree of integration will directly impact value capture. Senior executives should develop a checklist to manage the integration and hold their teams accountable for achieving the merger goals.

3. 2 Proprietary and Confidential RCA Consulting, LLC Senior executive integration checklist. 1.Focus the organization on delivering on its operating commitments. 2.Clarify top management roles and responsibilities during the integration. 3.Set targets for value capture and synergies 4.Define a vision for the future, the ultimate end state, and link to integration process. 5.Define your role in the integration and appoint an integration leader with clear performance metrics. 6.Create guiding principles that support decision making during integration. 7.Assemble a transition team to perform detailed planning. 8.Assess competitive response and ensure operational focus. 9.Initiate customer embracement program. 10.Establish a rigorous communication campaign both internally and externally including the roadshow.

4. 3 Proprietary and Confidential RCA Consulting, LLC Day One Planning & Preparation Prioritize Day One requirements Coordinate and integrate functional Day One preparations Develop Short Term Operating Model / Policy Statements (when needed) Portfolio Analysis and Rationalization Review business plans and results Assess strategic plans Rationalize competencies (assets, customers, channels, technologies, etc) Communications Develop comprehensive communications plan (audiences, messages, timing, etc.) Functional Level Integration Teams HR IT Finance Engineering Marketing & Bus Dev Manufacturing Facilities Supplier Management Program Management Determine level of integration (holding, best of both, full integration) Develop integration workplan & strategy Organize/structure merger teams Define issue resolution process Track benefit realization Address manage retention/severance issues Approach to integration planning and execution. Communications Day One Planning & Preparation Functional Level Integration Teams Portfolio Analysis and Rationalization Integration Framework Capture Sustainable ValueRapidly Stabilize 15 – 90 Days 0 – 30 Days 45 Days– Longer Term Transaction Close, Post-Close Integration Pre-Announcement, Announcement, Pre-Close Integration Program Management Synergy Capture Process & Tracking Synergy Capture Process Identify synergy opportunities Implement project plans Track realization of benefits 1. Determine the level of integration. 2. Identify, implement and track synergy capture projects. 3. Prioritize and execute functional integration plans.

5. 4 Proprietary and Confidential RCA Consulting, LLC Contact Information Randy Ahlm RCA Consulting, LLC www.rcagrowth.com randy@rcagrowth.com 612 220 0704