Post-merger Integration

The deal is done. You’ve bought the business, implemented the “Day 1” tasks and have successfully taken over the operations. You now face the delicate task of integrating the newly acquired business to your existing one and making the long-term changes required to achieve the results with which you justified the acquisition in the first place.

This document outlines some of the key elements to consider in order to successfully integrate a business to an existing one. This checklist is designed for a strategic buyer acquiring a similar or complimentary business which will be combined to an existing business. A financial investor not looking to operationally combine the business, or who has no plan to change the way the acquired business is run, may not need such a detailed check-list.

An integration plan is designed to implement the strategy that lead to the acquisition, capture the value identified in the target, and capitalize on the synergies while mitigating the risks identified during the due diligence process.

In order to be successful, the integration plan must :

  • Be properly organized, preferably before the transaction closes;
  • Take consideration of any and all findings from the due diligence;
  • Be cognizant of any legal commitments stemming from the acquisition;
  • Reflect the original business strategy and assumptions which justified the transaction;
  • Be administered by a specifically dedicated individual supported by the acquirer’s highest level of authority;
  • Be clearly communicated and understood by everyone in management;
  • Be executed on a timely basis

An integration plan is composed of tasks and must have five elements :

  1. It must be divided into areas of expertise,
  2. Responsibility must be assigned to a specific individual for each area,
  3. Each task must have a verifiable goal or target,
  4. Each task must have a timetable with milestones (as appropriate),
  5. The integration plan must have a regular follow-up and include a mechanism to authorize changes and adjustments.

Much as each business in unique, every integration plan will differ. Ideally, an integration checklist should be written from scratch by a team including your management team, persons who participated in the acquisition process, and those persons most likely to be responsible for specific task areas.

The following list is merely a sample and its sole purpose is to make the reader to think about the various elements that could be part of the integration checklist. This list should not be confused with the “Day 1” checklist whose purpose is to ensure the newly acquired business continues to operate without interruption; some items may overlap nonetheless.

Asset Management

  1. Confirm and update fixed asset register
  2. Update lease and facility database
  3. Consolidate real estate footprint
  4. Implement own policies and procedures (i.e. site security and access)
  5. Follow-up on due diligence issues (i.e. repairs, environmental, etc)

Communication

  1. Standardize corporate image (signage, logos, etc.)
  2. Review advertising material
  3. Update web site

Financial Reporting

  1. Implement own policies and procedures (i.e. authorizations, limits, procedures, accounting policies, internal controls, etc.)
  2. Follow-up on due diligence issues
  3. Standardize and/or consolidate financial reporting policies and formats

Human Resources

  1. New organizational chart
  2. Implement own HR policy and procedures
  3. Address union issues
  4. Integrate compensation scale
  5. Integrate benefit plan
  6. Standardize recruitment procedure
  7. Implement staffing changes (for all departments), re-assignments, redundancies, etc. in keeping with plan
  8. Follow-up on due diligence issues

Information Technology

  1. Inventory of IT equipment and systems
  2. Confirm equipment and software compatibilities – change and/or renegotiate or extend contracts with vendors
  3. Migration to single network
  4. IT applications integration
  5. IT security and access
  6. Follow-up on due diligence issues
  7. Implement other planned changes

Inventories

  1. Reconfirm inventories and locations
  2. Follow-up on due diligence issues
  3. Implement other planned changes

Logistics

  1. Integrate transport and delivery (inbound and outbound)
  2. Renegotiate with suppliers
  3. Review of storage needs
  4. Follow-up on due diligence issues
  5. Implement other planned changes

Products/Services and Brands

  1. Determine product and service offerings going forward
  2. Implement planned changes, introduce or remove products,
  3. Transition brands (as may be planned or required by vendor)
  4. Extend or modify trademark registrations

I.Production

  1. Confirm production capability
  2. Address any due diligence related issues
  3. Implement planned changes to processes, facilities, etc. in line with product changes

Research and Development

  1. Inventory and confirm R&D initiative
  2. Select ongoing R&D project according to plan

Risk and Insurance

  1. Arrange for appraisal of newly acquired business
  2. Review, amend and/or renegotiate global property damage, business interruption, liability, key-man coverage

Sales and marketing

  1. Review commitments to existing customers
  2. Integrate sale force management
  3. Select customers and market going forward
  4. Review pricing policy and implement changes
  5. Integrate customer service center

Suppliers

  1. Verify and confirm all current suppliers and commitments
  2. Identify most critical ones
  3. Renegotiate suppliers
  4. Certification
  5. Outsourcing

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