MERGER MANAGEMENT PROPOSAL

1
Corporate Strategy Company Growth Strategies Target Search Selection

2
Transaction Negotiation & Completion Due Diligence Commercial Legal & Financial

MERGER MANAGEMENT PROPOSAL

3
DAY 0 PLANNING
Post Merger Strategy Alignment 1 2 CEOs 2 COOs, 2 Hours

DAY 0 PROJECT LEADER PLANNING & SCHEDULING OF MEETINGS AND EVENTS

MEETINGS/EVENTS MEMBERS TEAMS/COMMITTEES Executive Leadership Team Agenda : - Company Background Project Background - Desired Outcome, - Steering Committee - Project Leader Resources & Needs - Establishing & Prioritizing Objectives - Review Scope of Work - Supporting existing and ongoing work Steering Committee Agenda: - Introduce Project Manager - Review Project Background - Reinforce Merger Objectives (CEO) - Purpose of Steering Committee - Scope - Meetings - Other Time Commitments/Supporting normal work activities Steering Committee Agenda: - Select Cross Functional Teams - Select Functional Teams - Request Documents (PM) - Review Objectives - Review Scope of each Team - Discuss Sub-Teams & Functions - Project Documentation Capture & Mgmt Agenda: - Review Key Points for Previous Meetings - Finalize Fee Structure

HOURS
4

Synergy Assessment & Capture Plan

CEO Functional Area Heads Other Key Staff

1 KEY RESULTS:

CEO Functional Area Heads

Select Executive Leadership Team Other Key Staff Engage Project Manager (PM) Announce Merger to Public 1 CEOs

MERGER MANAGEMENT PROPOSAL

3
DAY 0 PLANNING
1

DAY 0 PROJECT LEADER PLANNING & SCHEDULING OF MEETINGS AND EVENTS

MEETINGS/EVENTS Staff MEMBERS TEAMS/COMMITTEES Agenda: - Meet and Greet Offsite Function to introduce staff from two companies - Formally announce Merger to Staff - Reinforce Objectives and Desired Outcomes - Talk about Integration Plan - Timelines - Expectations - Field Questions from Staff, etc

HOURS
4

TOTAL NUMBER OF HOURS: 16

MERGER MANAGEMENT PROPOSAL (4)

DAY 1 TO 180 INTEGRATION
Products: - Review Products - Market Review - Select Products for Best Fit with Strategy - Review Technology Requirements - Documents Revised Product Offering - Structure Training Sales & Marketing: - Review Sales & Marketing Channels - Compensation & Incentive Plans - Geographic Coverage - Organization Structure - Branding - Product Lines - Pricing - Marketing Share - Review/Consolidate Brochures/Websites - Review Ads/Tag Lines, etc HR: Educations Requests Staff Re-organization Appraisal Head Count Skills review Staff Benefits Organization Structure Job Descriptions Staff Policies

DAY 1 TO 180 INTEGRATION SUPPORT

Steering Committee: Functional Leaders & Key Members from both Organizations meet once weekly to set the overall direction of the Committee. They also set/review targets, ensure deadlines are met, establish budgets, measure performances and they are responsible for making major project decisions. Other Support - Related To Steering Committee: Change Management Group Team (including external professionals) charged with facilitating individual, groups and the two organizations from pre-merger into post merger state and beyond. The team will ensure fairness, open communication with staff counseling. Communications Group Team with responsibility for reviewing staff and customer communication channels, implementing the most effective and efficient form of communication, organization and disseminating new information and monitoring internal and external feedback. Develop and manage schedule of planned releases to staff and customers. Day 1 Planning Committee Day 1 Plan day one logistics, ensure proper layout/seating, internal and external communications, data capture, processing, reporting, transactions support. PM on hand to see smooth physical integration, transactions processing, systems performance assessment, staff integration, reporting equipment availability, etc.

QUANTITY
1

HOURS
3

MONTH
12

TOTAL
72

18

12

DAY 1 TO 180 INTEGRATION Legal Regulatory: - Assess Legal & Regulatory Framework for Merged Entity - Inform Regulatory Authorization of Merger and its Progress - Secure Necessary Approvals - Review Existing Legal Contracts/Obligations (Suppliers, etc.) IT/Management Information Systems: - Review Software used in each organization - Select which will survive - Plan data integration with core - Decide Staffing Needs - Assess infrastructure needs (Network/Telecoms/Hardware/Internet - Review Website needs, consolidate - Review Email systems

DAY 1 TO 180 SUPPORT INTEGRATION Executive Leadership: Responsible for Overall Merger Project, Reports to Board of Directors, Overseas Steering Committee, Ensures Strategy Alignment and Synergy Realization. There should be six (6) meetings to review strategy alignment, Synergy Realization Report on Overall Progress, make adjustments to plan as necessary, Help resolve major issues that have not been resolved at Steering Committee level. Re-engineering Team: Information Technology Supply Chain Product Research & Development Customer Relationship Management (CRM)

QUANTITY

HOURS

MONTH

TOTAL

18

18

Operations, General & Administrative: - Review Buildings, Furniture and Other Equipment - Arrange Consolidation, Disposal, Plan Location and Accommodation Needs - Layout Plan - Lease Agreements - Parking - Courier Services - Purchasing Review - Stationary - Policy Integration, etc

MERGER MANAGEMENT PROPOSAL (4)

DAY 1 TO 180 INTEGRATION
Accounting & Finance: - Chart of Accounts - Management Reports - Financial Reporting - Receivables Management - Billing Systems - Payables Management - Payment Systems - Integrate Accounting Systems - Structure/Staffing - Recast Budgets - Portfolio Consolidation - Risk Review TOTAL NUMBER OF HOURS: 152 TEAMS: Cross Functional: Synergy Capture Operating Model Legal and Regulatory Culture and Change Management Communications Day 1 Planning Functional: - Products - Sales and Marketing - Human Resources - Suppliers - Facilities - General Administrative Services - Accounting - Information Technology - Legal and Regulatory

5
DAY 180 +
Skeleton Merger Team including PM meets once monthly for three (3) months (1.5 hours per session) to: - Handle ongoing issues - Measure and review performance - Provide Feedback to Management - Complete Documentation and Handover TOTAL NUMBER OF HOURS : 4.5