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To Merge or Not to MergeLaunch of AIDS United ASO Merger Series
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Seven Sections:1. What is a Merger?
2. How to Conduct a Pre-Merger Assessment
3. How to Navigate Negotiations
4. Case Studies from the Field
5. An Introduction to Organizational Culture
6. How to Navigate Communications & Branding
7. Due Diligence Checklist
Available at www.aidsunited.org/merger
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Presenters
Melissa Mendes CamposSenior Research ManagerLa Piana Consulting
Mike GiffordPresident & CEOAIDS Resource Center of
Wisconsin
Lance TomaCEOAsian & Pacific Islander
Wellness Center
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Overview
The ASO Merger Series
The Merger Process
Highlights
The Seven Briefs with
Case Studies & Tools
ASO Merger SeriesOverview & Highlights
ASO Merger Series
From Assessment to Implementation &
Integration
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• Make information and tools easily accessible
• Meet organizations where they are
• Let the field speak for itself (case studies)
Equitas Health (Formerly AIDS Resource Center Ohio)
Colorado Health Network & Howard Dental Center
Common Ground & Venice Family Clinic
BOOM!Health
Overview: Our Goals for the MSO Merger Series
ASO Merger SeriesFrom Assessment to Implementation & Integration
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ASO Merger SeriesFrom Assessment to Implementation & Integration
Overview: The Merger Process
What is a Merger?
How to Conduct a Pre-Merger Assessment
How to Navigate Negotiations
Due Diligence Checklist
Case Studies from the Field
An Introduction to Organizational Culture
How to Navigate Communications & Branding
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• Merger is about mission impact
• It isn’t a primarily financially-driven strategy
• It can help organizations…
1. Provide a more holistic, integrated response to related needs
2. Offer one-stop access to a broader range of services for clients
3. Scale effective programs to reach more people who could benefit
4. Make the most of complementary skills, resources, and expertise
5. Develop a stronger, more effective advocacy voice
Highlights: What is a Merger?
ASO Merger SeriesFrom Assessment to Implementation & Integration
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Case Study: Common Ground & Venice Family Clinic
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Case Study: Colorado Health Network & Howard Dental Clinic
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Collaboration enhances the capacity of participating organizations
for mutual benefit and to achieve a common purpose.
ASO Merger SeriesFrom Assessment to Implementation & Integration
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Self-Assessment Partner Assessment
Current or past experience
Challenges and critical issues
Opportunities
Current financial position
“Red flags”
Organizational capacity
Relationship with donors/funders
Advancing the mission
Mission and vision compatibility
Alignment of organizational culture
Past collaborations
Mutual trust
Strengths and weaknesses
Financial condition
Usable skills and assets
Attraction (why they interest you)
Highlights: How to Conduct a Pre-Merger Assessment
ASO Merger SeriesFrom Assessment to Implementation & Integration
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Board involvement
– Board resolution
– Participation on negotiations committee (including due diligence)
– Decision to merge (or not to merge)
Highlights: How to Navigate Negotiations
ASO Merger SeriesFrom Assessment to Implementation & Integration
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ASO Merger SeriesFrom Assessment to Implementation & Integration
Highlights: Case Studies from the Field Focus on Post-Merger Integration
• Board
• Management
• Staff
• Program
• Financial • Fundraising
• Communications
• Human Resources
• Technology
• Facilities
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Case Study: Equitas Health
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ASO Merger SeriesFrom Assessment to Implementation & Integration
Mergers do not fail because organizational leaders can’t integrate their financial systems or IT…
Mergers can fail because people tend to hold onto their individual cultures and identity rather than
create a new organization.
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ASO Merger SeriesFrom Assessment to Implementation & Integration
Highlight: An Introduction to Organizational Culture
Create
Define
Assess
Choose desired elements of the new culture
Identify differences & similarities
Make new culture explicit, reinforce it, & keep it on track
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ASO Merger SeriesFrom Assessment to Implementation & Integration
Highlight: How to Navigate Communications & Branding
“What’s in a name?”-William Shakespeare
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Case Study: BOOM!Health
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ASO Merger SeriesFrom Assessment to Implementation & Integration
Unification can provide a transformative impactto the life of your organization and the lives
of the people you serve.
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Thank you.
ASO Merger SeriesFrom Assessment to Implementation & Integration
Melissa Mendes [email protected]
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A SUCCESSFUL MERGER
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Pre-Merger 2014
• HIV social services and dental care
• 24 staff
• 2 clinics and offices
• $1.7 million revenue
• 400 patients and clients
• 5,000 people served through prevention efforts
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Pre-Merger 2014
• HIV Medical Home model of care
• 170 staff
• 12 clinics and offices
• $46 million revenue
• 3,000 patients and clients
• 35,000 people served through prevention efforts
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AIDS Network Pre-Merger Perspective
• Need to expand into medical care
• Financial resources were stable but limited
• Limited staff and board resources
• Competition for funding
• Limited supporting services and infrastructure
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ARCW Pre-Merger Perspective
• Interest in Expanding Services in Southern Wisconsin
• Expand Medical Home – quality outcomes & revenue
• Overcome confusion – community & political
• Gain KSA of new staff
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March 2014
• Meeting of AIDS Network & ARCW executives
• Recommendation to the two Boards of Directors
• Boards of Directors agree to discussions
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Why Did We Consider Merger
– access to CARE
– improve CLINICAL outcomes
– increase COMMUNITY engagement
– CHAMPION best practices
– CASH
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Discussion Process
• Joint Committee – 10 meetings• Strategic Intent• History• Key areas: governance, programs, financial, human
resources, communications• Due Diligence• Communications - name
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• Mary Stelletello, Principal
• VISTA GLOBAL COACHING & CONSULTING
• Phone: +1 510.868.1046 | Email: [email protected] | Web: vistaglobalcc.com
• LinkedIn: marystelletello | Skype: mary.stelletello | Twitter: @VistaGlobalMary
Mary Stelletello facilitated merger negotiations between AIDS Resource Center of Wisconsin and AIDS Network to create a statewide organization in Wisconsin. Subsequent to the legal merger, Mary lead the merger integration process of the two organization, including merger integration planning and monitoring, organizational cultural assessment and culture change facilitation, design and facilitation of a Senior Leadership Team retreat and staff retreat.
Merger Negotiations & Integration
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Due Diligence
Paul [email protected]
• Funded by AIDS United’s Sector Transformation initiative to conduct the due diligence and legal merger of the AIDS Network, Inc. into the AIDS Resource Center of Wisconsin, Inc.
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February 1, 2015
• Merger announced December, 2014
• Merger effective February 1, 2015
• Integration
• Culture
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Integration Process
• Culture
• Internal integration teams – programs and supporting services
• Communications – internal and external
This Takes Time
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Outcomes
• Increased access to CARE – medical home, mental health, medical care, pharmacy, overdose prevention
• Improved CLINICAL outcomes – re-engagement of care for 25 people with HIV, quality assurance program in place
• Increased COMMUNITY engagement – record attendees at special events
• CHAMPION best practices – improved food services statewide, expansion of Felicia Melton Smith gift drive, compliance department
• CASH – increased pharmacy revenue, first time health care reimbursement revenue, $500,000+ in new private revenue
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Lessons Learned
• Focus on gain rather than loss
• Identify deal breakers early
• Focus on entire enterprise not just the merged part
• Much can be achieved and it doesn’t take long
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Mike Gifford
President & Chief Executive Officer
AIDS Resource Center of Wisconsin (ARCW)
414-225-1547
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Asian & Pacific Islander Wellness
Center;
Merger Consideration
Lance Toma, LCSW
May 17, 2016
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About A&PI Wellness Center
• Asian & Pacific Islander Wellness Center transforms lives by
advancing health, wellness, and equality for people of all
races, ethnicities, sexual orientations, gender identities, and
immigration statuses
• We believe everyone deserves to be healthy and needs access
to the highest quality health care.
• To us, health care is grounded in social justice
• Visit us at www.apiwellness.org
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About A&PI Wellness Center
• LGBTQ and people of color health services, education, research, training, and policy organization
• Over 29 years experience providing culturally and linguistically competent HIV services
• Run one of the largest drop-in centers serving San Francisco’s diverse transgender community –
– programming for trans women of color, trans men, and trans youth
• Became FQHC in 2015 serving Tenderloin neighborhood.
• In 1997 API Wellness Center was formed as a result of a merger.
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Why Did We Consider A Merger
(again)?
• Owning our organizational transformation
• Focusing on our community need over time
• Imagining audacious possibilities
• Identifying like-minded organizations
• Taking risks as an organization
• Heeding sector wisdom and keeping eyes wide open
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What Did We Do?
• What about a 3-way partnership?
• San Francisco LGBT Center + API Wellness Center
• Both boards agreed to proceed
– Steering Committee established
– Due diligence completed
• Programmatic partnership
• Made decision NOT to merge
• Strategic alliance established
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What Is Our Strategic Alliance?
• Less “institution building” new way to work across organizations toward a community vision & dream
• Leveraging both of our organization’s transformations and externally communicating our alignment
• Supporting each others’ staff development, professional development, and learning opportunities
• Together, spearheading community-wide conversations that advance our bold vision of inclusion and wellness
• Strategically connecting periodically at board and senior staff levels
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Our Results
• Mutually agreed upon big community vision
– Communities of color, the “queerest” among us, the most
marginalized
• On the ground program collaboration
– Queer violence collaborative
• Anchor tenant in SF LGBT Center
– Satellite LGBT health clinic, end of 2016
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Lance Toma
Chief Executive Officer
Asian & Pacific Islander Wellness Center
415-292-3420, x355
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QUESTIONS
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Sector Transformation Program
AIDS United offers support to organizations across the United States
(including Puerto Rico) that seek to address challenges with sustaining
critical HIV services in a changing healthcare environment.
Sector Transformation can help your organization• Integrate new services
• Initiate new business models
• Develop new strategic partnerships
• Align opportunities, consolidate services, and much more
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Sector Transformation
Types of Support
• Cash Grants
• Technical Assistance
• Site Visits to Explore New Models
For more information: www.aidsunited.org/st
For the ASO Merger Series: www.aidsunited.org/merger
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Sector Transformation
Types of Support
Paola Barahona
Senior Program Manager, Sector TransformationAIDS United
202-408-4848, [email protected]
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Thank you!
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Evaluation