DELIVERING SUCCESSFUL ACQUISITION INTEGRATION

A One Day Training Course 25 May 2011

66-68 HAYMARKET, LONDON SW1Y 4RF

In times of economic uncertainty, leaders recognise that mergers and acquisitions can help businesses outperform their peers and stay one step ahead of the competition. M&A outcomes however continue to vary enormously, with roughly half of all deals still failing to deliver the financial value or strategic benefits intended. While most underperforming acquisitions will eventually settle, such deals commonly inflate integration timescales and operating costs, cause significant disruption to management and staff, and in many cases continue to erode profitability for years beyond closing.

Today’s market conditions mean that getting integration right is even more important, both for businesses and their leaders. Even during the ‘good times’ of the M&A boom of the 1990s, 47% - almost half – of CEOs in acquiring businesses were replaced by their Boards within five years of deal announcement. While customers and investors will reward successfully-executed inorganic growth, they will also punish signs of business inertia or distraction. Acquirers who think ahead, understand the broader scope and impacts, set out the right course for integration, and start the journey well are more than likely to

arrive on time, on budget, and where they expected, with reduced risk of unexpected or unmanageable problems along the way.

Effective planning and execution of integration is the key that unlocks the potential of your new acquisition, turning it into the reality of high business performance, competitiveness, and profit. It has a direct, immediate impact on the bottom line, accelerates deal benefits, retains customers, key talent and strategic capability, and lifts EBITDA and market value. Businesses that outperform their peers excel in M&A; those that excel in M&A use successful integration – quick, focussed, efficient, and at minimum cost, risk and disruption to their businesses – as a source of real competitive difference.

M&A is back, but the fragile

economy provides both opportunity

and risk for the potential

acquirer.

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION 25 May 2011 66-68 Haymarket, London SW1Y 4RF

Successful integration is the key that unlocks M&A potential.

www.beyondthedeal.com/training.html

Selecting the Best Targets Pre-Deal:

What kinds of acquisitions should we be making, and why? Are the proposed benefits of the deal realistic and achievable?Is this deal in the best interests of our business long-term, and at the right price?Why has my last acquisition not delivered to expectations, and what can I do to improve the situation next time?Over and above being a good strategic fit, is the target business - and its leadership – really going to be able to deliver beyond integration?

Integrating to Retain Value & Deliver Benefits Post-Close:

How can we be ready for Day 1 and the first few steps post-close?How can integration be delivered and managed alongside business as usual?How important will culture and communications be to the success of this deal, and what should I do about it?How do I retain and motivate people within both businesses during the difficult changes ahead?How do I build strong management teams across the deal divide?How can I be sure integration is delivering the goods with minimum disruption to operations? How can I make course corrections quickly to address unexpected problems?How should I address specific issues such as branding, headcount reduction, relocation, IT and HR?How do we make the most of our experience of past deals; and how can we learn to do it better for ourselves in the future?

Preparing the Businesses for Integration Pre-Close:

What objectives and priorities will need to be set to achieve my acquisition goals post-close?How should the combined business look, feel, and operate once the deal is done?How should integration be structured and planned to realise the ultimate acquisition objectives while minimising cost, risk and disruption to the on-going business?How will integration costs, benefits and risks impact my P&L and balance sheet over the next few years?How do I prepare my own business and the leadership team so that they are capable of managing integration and the new, larger business?

Our one-day training course

will help you address the

following questions:

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION 25 May 2011 66-68 Haymarket, London SW1Y 4RF

www.beyondthedeal.com/training.html

Things you will take away from this training course:

Practical approaches and techniques to ensure your acquisition strategy, target assessment and due diligence considers, and is informed by, subsequent integration;An understanding of what makes integrations successful, and guidance on how to implement this in your own acquisition;Approaches to developing a post-close business model and end-to-end integration plan that supports your acquisition strategy, business case and targets (strategic, financial, commercial and operational);Ways to structure and manage your integration programme to deliver results quickly while minimising risk and disruption to your day-to-day business;Specific considerations for HR, IT, Communications and other areas especially important to successful integration;Practical advice on how to identify and address leadership, cultural and other people issues early.

Additional Benefits of Attending:

Provides a fresh, objective perspective to your current integration approach and challenges;Confirms key priorities and ‘must do’s’ for the future;Answers specific questions relating to an upcoming integration;Injects best practice thinking, tools and techniques into your integration;Gives business leaders an opportunity to reflect and discuss their own experiences; group learning in a secure environment;Begins the process of planning for your next acquisition and integration.

Attendees will also take home a copy of all presentation materials, including a set of checklists to help guide your planning and preparation for integration.

This course is targeted

at people delivering

acquisition benefits

or leading integration.

CEOs and MDs, Finance Directors/

CFOs, Directors and Managers of Strategy,

M&A and Business Development, HR

Directors & Managers, and other functional

leaders involved in leading acquisition and

integration.

1. 2.

3.

4.

5.

6.

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION 25 May 2011 66-68 Haymarket, London SW1Y 4RF

www.beyondthedeal.com/training.html

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION 25 May 2011 66-68 Haymarket, London SW1Y 4RF

Integration specialists helping clients make M&A work

We do this by delivering practical and useable advice, guidance and support that managers can adapt, adopt, and immediately apply back in their own businesses. Our team are themselves practitioners in the field, regularly helping the largest organisations across sectors and around the world. We deliver professional in-depth training courses on integration best practice approaches, tools and techniques, all of which come directly from our own experiences, supported by Beyond the Deal research, benchmarking and case studies. This commercial experience enables our presenters to address common issues that acquirers face when working towards successful acquisition and integration.

Course Presenter: Carlos Keener

Carlos is an M&A integration expert, with over fifteen years of integration, organisational change, and project management experience. He advises businesses on corporate and acquisition strategies, design of post-deal operating models, operational performance reviews, and delivery of major business integration, restructuring and improvement. Past clients have spanned most sectors and geographies, and include GlaxoSmithKline, Tata-Corus, EMI, Marks & Spencer, Colgate Palmolive, and E.On; as well as numerous mid-market and smaller organisations. Carlos regularly speaks at industry and executive events in the UK and Continental Europe on acquisition and integration topics.

Course Presenter: Lynda Farmer

Lynda is a specialist in communications, change management, and engagement of leadership teams and employees during restructuring programmes. Her corporate experience includes roles as Head of Internal Communications at Wolseley, Mars, and London Underground; and Global Divisional Director at Motorola. Her consulting support of organisations such as British Airways, Barclays, Xstrata, Kimberly-Clark, WHSmith, Halifax, and Sainsbury’s has revolved around development and management of communications strategies, development of integration best practice, and interim management of communications teams.

Our aim is to help improve the performance and

success of M&A across sectors and

geographies.

“Experienced, knowledgeable, open-minded, very professional and organized, but very operational and accessible, Beyond the Deal were key to our success. I would be delighted to work with them again.” Finance Director, Lisi Group

“Beyond the Deal helped codify one of our key sources of advantage. They delivered an excellent process and product, leaving us with a guide that is the culmination of 10 years of ground-breaking M&A activity within the mining sector and a valuable toolkit that Xstrata can benefit from in the future.”Thras Moraitis, Executive General Manager of Group Strategy and Corporate Affairs, Xstrata

www.beyondthedeal.com/training.html

Session Agenda

Part I: Connecting the Dots Pre-Deal

Developing an Acquisition and Integration Strategy Setting and Measuring Integration Objectives Target Assessment and Integration Due Diligence Financial Modelling for Integration, Implications for Target Valuation Assessing Leadership Teams and Target Culture Cooling Deal Momentum: Assessing and Managing Risks Pre-Deal

Part II: Planning and Preparing for Integration

Operating Model Design & Organisational Restructuring Planning & Structuring Integration Programmes Selecting an Integration Manager & Team Preparing Management for Integration Preparing for Day 1

Part III: Managing Integration

Conducting Integration Programmes – Measurement, Reporting & Governance Selecting and Retaining the right people to manage the business post-close Retaining Performance and Value: Challenges to your business in the first 100 days Internal and External Communications during Integration Understanding & Aligning Cultures post-Deal Integrating Core Processes, Organisations & Systems Cross-border Integrations Understanding and Managing Integration Risk Transition to ‘business as usual’, measuring acquisition and integration success

Part IV: Consolidating learnings from the day

Summary of key lessons/review of integration checklists Facilitated small group discussions of specific integration topics of interest Action Planning

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION 25 May 2011 66-68 Haymarket, London SW1Y 4RF

“Beyond the Deal was able to put theory

into practice, relating it directly to specific

business issues. They provided an excellent

training course and ongoing support.”

Kevin Sankar, E.ON Energy Services

“Well presented, relevant and presented by somebody with real

experience” Lorna Evans,

Exploration Logistics

“Clearly experts in

their field” Andrew Goody, Bibby Financial Services Ltd.

www.beyondthedeal.com/training.html

Selection of companies attending previous events

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION 25 May 2011 66-68 Haymarket, London SW1Y 4RF

To book a place on one of our courses or events, please visit www.beyondthedeal.com/training.html . Alternately, com-plete this form and fax to +44 (0)20 6070 3105, or scan and email to events@beyondthedeal.com or post to:

Beyond the Deal also providein-house briefings, training courses and workshops on acquisition and integration.

If you are interested in holdinga customised event for yourbusiness leaders, emailevents@beyondthedeal.com,or call +44 (0)20 6070 6001.

Beyond the Deal LLP reserves the right to alter or cancel a course or event due to unforeseen circumstances. In cases of cancellation, a full refund will be offered.

Terms and Conditions: Cancellations received in writing or by email more than 28 days prior to the course date will incur no charge. Those received 14 to 28 days prior to the course date will be charged 50% of the agreed cost of the course or event. Those received less than 15 days prior to the course date will be charged in full.Substitution of attendees is allowable with 7 days’ notice.

PLEASE SELECT YOUR TRAINING COURSE DATE(S):

DATE: Wed 25 May 2011TIME: 9:00am – 5:00pmVENUE: Greener House, 66-68 Haymarket London SW1Y 4RFCost: £475 + 20% VAT Per Person

DATE: Fri 8 July 2011TIME: 9:00am – 5:00pmVENUE: Greener House, 66-68 Haymarket London SW1Y 4RFCost: £475 + 20% VAT Per Person

DATE: Tues 6 Dec 2011TIME: 9:00am – 5:00pmVENUE: Greener House, 66-68 Haymarket London SW1Y 4RFCost: £475 + 20% VAT Per Person

Refreshments and lunch included in the fee. Other 2011 dates available in New York City and Dubai; please visit www.beyondthedeal.com for more details.

:

www.beyondthedeal.com/training.html

DELIVERING SUCCESSFUL ACQUISITION INTEGRATION

A One Day Training Course 25 May 2011

66-68 HAYMARKET, LONDON SW1Y 4RF

To see our programme of training courses, seminars and events, please visit our website

www.beyondthedeal.com

©2011 Beyond the Deal LLP. All rights reserved.