C O N F I D E N T I A L | www.oliverwyman.com
Mergers & Acquisitions
Checklist
December, 2002
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© Oliver Wyman� www.oliverwyman.com
Oliver Wyman perspective: Getting ready to merge
Merger preparation should start before a merger is announced.
Create your team
Get them ready
Develop a
preliminary game
plan
Screen and
identify
potential
candidates
Negotiate
terms and
agree to
merge
Announce
the
merger
Plan the
integration
The M&A
process
The
“getting
ready”
process
Start here to
maximize
merger benefits
. . .
. . . and not here
Conduct
due
diligence
Meet with
potential
candidates
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Create your team
Selecting key participants early helps to establish ownership and
accountability for future success.
Senior team
Organizational redesign and
HR issues
Legal and regulatory
Information technology
Communications
Facilities
Wholesale
T&D
Customer service
Operations
support
Corporate support
Individuals to manage
corporate-wide issues
Individuals to lead
functional integration
teams
Integration
project manager
Most important participants
Establish overall approach
Set merger objectives
Make final decisions
Lead day-to-day effort
Manage teams
Credibility and leadership
Interpersonal and analytical
skills
Strategic perspective
Comfort with change
Desired attributes
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Get them ready
Training M&A participants can shorten the integration process and
increase merger savings.
Legal and regulatory process
Federal-level approvals, including Hart-Scott-Rodino
State-level approvals
Overall timetable
Capturing merger benefits
Potential revenue growth
Potential cost savings
Costs to achieve
Integration planning
Typical work plan and schedule
Deliverables and integration update
Team roles and responsibilities
Day 1 Requirements
Legal and regulatory
Contractual
Fiduciary and financial
Internal and external communications
Systems
Human resources
Training areas for all participants
Working with senior management at the other company
Decision making during the planning process
Potential organizational models for merged companies
Communicating to internal and external audiences
Additional training for M&A leadership and
management
Areas to investigate (by function)
Information to collect
Field visits and discussions
Estimating potential savings and cost to achieve
Additional training for due diligence and synergy
teams
Working with team members from the other company
Most likely areas for revenue growth and cost savings
Key metrics to review; relevant benchmarks
Evaluation and decision-making criteria
Additional training for functional integration teams
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Develop a preliminary game plan
Evaluating current processes and systems early helps to raise critical issues.
Function Current cost
competitive-
ness
Call center
operations
Current
performance
Scalability of
processes
and systems
Pre-merger evaluation
Meter reading
Billing
Payment
processing
Credit and
collections
Example: Customer services
Low High
Do we have a viable
platform for growth?
If not, should we invest in
building one?
What assets and
capabilities should we be
seeking in a merger
partner?
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Who we are
We recently joined forces under the name Oliver Wyman, creating one of the world’s leading
management consultancies.
The new Oliver Wyman combines deep industry knowledge with specialized expertise in strategy,
operations, risk management, organizational transformation, and leadership development.
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What we do
Oliver Wyman’s Utilities Practice helps our clients create value by providing business
strategy and operational improvement services to address the breadth of issues facing
electric and gas utility companies.
Generation
strategy
Asset sales
Power plant
competitiveness
Gas exploration
and production
Fuels strategy
Bulk power
alliances and
entry strategy
Bulk power
marketing
strategy
Gas supply and
transportation
Separation of assets
and operations
Project planning and
engineering
Construction and
maintenance
Outsourcing and
alliances
Gas control
Asset management and
engineering
“Back office” and support
effectiveness
Reliability and service
restoration
Work management and
field force productivity
Meter-to-cash
(Collections)
strategy
Call center
optimization
Meter reading and
billing
New service
delivery
Marketing and pricing
Branding strategy
Profitability analysis
Alliances, e.g.,
telecommunications,
water
Enterprise-Wide
Strategy and
Value Creation
Organizational
Effectiveness
Performance
Improvement
Electric
Generation &
Gas Supply
Wholesale
Marketing
and Trading
Transmission Distribution CustomerService
Retail
Services
Value-driven business
design
Mergers and acquisitions
Regulatory support
Organizational redesign
Restaffing
Alignment and redesign of
corporate and support
services
Benchmarking and
performance management
Process redesign and
implementation
Supply chain management
Wholesale Business Distribution and Retail Businesses