Step 3: Conduct M&A Integration Management Office (IMO) Kickoff Meeting



After executives agree on key issues (Step 1), and the rules regarding governance are determined (Step 2), the next step is to conduct a joint IMO kick off management meeting attended by steering committee, the core IMO Team, the work stream leaders, and deal team. 

At this meeting, attendees learn about the:

  • rationale for the deal
  • integration’s objectives
  • non-negotiables
  • core messages to be communicated
  • synergy targets
  • end state vision
  • governance structure
  • pre-close rules of engagement
  • planning and charter templates they will use
  • integration methodology that will be followed
  • integration process and how it will unfold

PRITCHETT consultants often lead and facilitate this meeting for our clients. We level set everyone with the same information. This orientation is very empowering to the workstream team leads because they are provided the information they need to start building their plans. This is probably the most consequential integration meeting you will have during the integration because you are laying the necessary groundwork for all the activities that follow.

The teams also begin to develop/edit their charters at the kickoff.  A charter specifies the purpose, deliverables, success criteria, budget, and schedule for a team. It is a simple document designed to clearly outline the “who, what, and how” elements of an integration and gain commitments from resource owners in advance. The boundaries for integration work should be clearly defined in an integration team charter so the overlap of responsibilities is minimized and efficient coordination among functions is fostered.

This section of our web site includes 1) presentations from integration kickoffs that can help your IMO onboard and mobilize your various teams and 2) examples of charters that can help your human resources, finance, information technology, sales, legal, and communication teams define the scope of the integration for their work streams.

Integration Management Office (IMO) Meetings

Post-Merger Integration Charters

Integration Management Office (IMO) Meetings

Post-Merger Integration Planning Meeting

Post-Merger Integration Planning Meeting

IMO Meeting Objectives

Align on business principles and integration priorities:

  • Review integration strategy and key objectives
  • Review governance structure, roles and responsibilities
  • Review and reinforce integration philosophy

Agree to way of working together:

  • Review rules of engagement to ensure pre-close compliance with anti-trust guidelines
  • Build an alignment around meeting cadence and reporting structure

Begin with integration workplan development:

  • Review key elements of the communication plan 
  • Align around the workstream objectives outlined in the draft team charters
  • Discuss and prioritize each workstream’s initiatives
  • Review next steps and timing for workplan development
IMO M&A Integration Kickoff

IMO M&A Integration Kickoff

Agenda

Goals

  • Strategic Objectives
  • Value Drivers

Governance

  • Structure
  • Meetings

Breakout Teams

  • Integration Update
  • Workstream Breakout Guidelines
  • Breakout Groups
  • Breakout Instructions and Report Outs
Cross-Border IMO Kickoff

Cross-Border M&A Integration IMO Team Kickoff

Agenda

Overview of Integration Process
Integration Opportunities and Risks
Key Duplications and Cost Reduction Objectives
General Overview and Key Questions
Business Structure
Synergy Plan
Integration Team Roles and Meeting Schedule
Admin Team Meeting Schedule
Scorecard
Project Tracking and Reporting
Deliverables for Administration, Communication, Engineering, IT, Manufacturing, Customer Support, Purchasing, Sales and Marketing
Breakout Session Guidelines
Joint IMO Kickoff: Acquirer and Acquired Company

Joint Integration Management Office (IMO) M&A Kickoff Meeting

Understand how we will work together:

  • Review rules of engagement to ensure pre-close compliance with HSR guidelines
  • Review our M&A integration process, structure, roles, and responsibilities
  • Build a solid foundation for ongoing teaming and collaboration …
IMO Office Kickoff Meeting

IMO Office Kickoff Meeting

Agenda

  • Vision For Integration
  • Management Of Integration
  • Integration Governance Model
  • Steering Committee
  • Workstream Leaders
  • High Level Integration Goals
  • The Integration Project
  • Transaction Timeline
  • Charter Example
  • Target Operating Model
  • Walk-the-Wall Illustration
  • Create A Post-it Note For Each Milestone
  • Workstreams And Functions
  • Data Sharing
  • Document Control
  • Integration Project Plans
  • Next Steps
The IMO Process Prior to Kickoff Meeting

The IMO Process Prior to Kickoff Meeting

Agenda

Acquired Co. Differences with Acquired Company
Timeline - Phases
Two Key Integration Deliverables
Plans for Allocating Synergy Targets
Expectations of Team Members/Ground Rules
Key Success Factors for Integrations
Integration Planning Architecture
Integration Workstreams Governance
Kickoff Meeting Will be the First Interaction Between Acquirer and Acquired Co.
Next Steps
Merger Integration Team Planning Exercises

Merger Integration Team Planning Exercises

Team Exercises

  1. Value Drivers
  2. Integration Complete
  3. Early Wins Exercise
  4. Team Planning Breakout
  5. Client Support
Integration Management Office IMO Charter

Integration Management Office (IMO) Charter

Key Objectives and Scope Defined for IMO 

  • Define governance model & structure
  • Data harvesting process
  • Culture & communication planning
  • Drive key pre-planning workstreams …

Post-Merger Integration Charters

Human Resources: 4 M&A Integrations Charters from Different Acquisitions

Human Resources: 4 M&A Integrations Charters from Different Acquisitions

Excerpt from First of Four Human Resources Charters:

PreClose/Planning Objectives

  • Ensure individuals identified for Retention; support creation of  Offer Letters; and readiness for Onboarding employees
  • Ensure plans developed to ensure readiness for Close / Day 1
  • International employee contracts are managed/ready for NewCo
  • Retention plan in place for all Acquired Co. employees who will not be long term employees of Acquirer
  • Recruiting plan to address new roles needed and backfills for Acquired Co. business
  • Work with Communications/Experience team to ensure that communications are ready for pre-close/Day 1/etc.
  • Employee data obtained from Acquired Co. and ready to be loaded into Workday
  • Employees are mapped and leveled into Acquirers job and compensation structure ...
Finance: 4 M&A Integration Charters from Different Acquisitions

Finance: 4 M&A Integration Charters from Different Acquisitions

Excerpt from First of Four Charters

PreClose / Planning

  • Retention Plans: work with teams to define costs
  • Day 1: Ensure plans developed to ensure readiness for Close
  • Org. Structure:  Finance team migrates to Acquirer reporting Day One
  • 2018 Spend: schedules reviews to control and manage; identify opportunities to reduce spending (duplicate functions, projects, activities); control payables and accruals
  • Rev. Rec. / ASC 606: align accounting treatment; revenue roll forward; forecasts
  • Earnouts: establish collaborative Investment planning and decision-making processes
  • Audits: complete Acquired Co. audit by Sep.15; define ongoing SEC compliance requirements
  • FP&A: align Management Reporting, define budgeting process, policies ...
Information Technology: Charters from 4 M&A Integrations

Information Technology: Charters from 4 M&A Integrations

Charters from 4 different M&A Integrations
Legal: Charters from 4 Different M&A Integrations

Legal: 4 M&A Integration Charters from Different Acquisitions

Excerpt from First of 4 Charters

Objectives (Primary integration objectives to be achieved post close)

Legal support team structure set and 100% populated by Day 1
Revised Internal Audit Work Plans developed and ready to be implemented (Q1 plan must be ready Day 1)
Review travel programs for synergies
Simplify and consolidate records system; reduce costs/burden for combined company
Synchronize contracts and other key legal “forms”; synchronize litigation process; ensure seamless legal support for combined company
Determine cost baseline for Acquirer and Acquired Co.; drive savings through integration ...

 
Acquisition Integration Work Stream Charters

Acquisition Integration Work Stream Charters

Charters

  1. Information Technology  
  2. Finance 
  3. Legal 
  4. Human Resources 
  5. Communication  
  6. Marketing 
  7. Sales 
  8. Integration Team Support 
  9. Field Support  
  10. Operations 
  11. Quality  
  12. Facilities 
Workstream Integration Charters for Carve-Outs

Workstream Integration Charters for Carve-Outs

8 Carve-Out Workstream Charters: Finance, Sales, IT, Legal, Manufacturing, Divestment, HR, & Communications

Finance Integration Charter

In Scope  
1. Budget Process
2. Insurance Coverage
3. Limits of Authority
4. Accounting Policies 
5. Reporting, process & tools
6. Purchase Price Accounting Exercise
 
Out of Scope
Tax and structuring activities ...
Human Resources and Organization Design Charter

Human Resources and Organization Design Charter

Charter Statement
Identify and define the future state OD/HR organization, philosophies, policies, procedures, programs, and support systems. In addition, identify high-level activities, tasks, and costs required to combine the two organizations into the future state organizations. Special attention will be given to high-priority (Day 1) items as well as milestone components to reach the decided end state.