Acquisition Integration Playbook Outline
I.
II.
Overview
a. Guiding Principles
b. Summary of Process
c. Phases & Timelines
Structure
a. Organizational Structure
i. Org Chart
ii. Steering Committee
1. Objective
2. Members
3. Responsibilities
iii. Acquisition Integration Team
1. Commercial Integration Lead
a. Objective
b. Selection Guidelines
c. Responsibilities
2. M&A Integration Manager
a. Objective
b. Selection Guidelines
c. Responsibilities
3. Functional Teams
a. Functional Team Leads
i. Objective
ii. Selection Guidelines
iii. Responsibilities
b. Preliminaries, Areas of Focus
4. Cross-Functional Sub-Teams
b. Governance
III.
Process
a. Planning
i. Who
ii. What
iii. When
iv. How
b. Executing
i. Day-to-day Workflows
ii. Collaboration Tools
iii. Measuring & Tracking / Reporting Tools
1. Integration progress
2. Synergy capture
iv. Budget and Expense Management
1. Integration team expenses (travel, etc)
2. Integration execution expenses (consultants, Infrastructure
costs, etc.)
c. Communicating
IV.
Feedback and Process Improvement
V.
Appendix
a. Sample integration plan outline
b. Sample communication plan documents
c. Tools and templates
Overview
Integration Playbook – Nordson
Corporation
Draft 3
This integration playbook is the first attempt at creating a formal
documented corporate integration process at Nordson Corporation. It is
now, and should continue to be a dynamic set of documents and tools.
Every acquisition is different, as are the people who will be using the data,
and the environment in which it is operating. Use this tool as a guide and a
roadmap. Add to it, simplify it, and adapt the tools and methods for the
specific acquisition integration.
A. Guiding Principles:
We will adhere to the following principles:
Guiding Principle – #1 Simplicity/Alignment
Mergers and Acquisitions integrations are complex business activities. At
Nordson Corporation, we understand that every acquisition is different, some
more complicated than others, but we do not want to add complexity to the
process. This is the reason that we focus on alignment. If we set common
standards, all of our internal departments and integration activities will align to
achieve the business goals of the acquisition.
We strive for simplicity in data capture, check lists, and reporting devices,
especially in the first 100 days after closing. Finding ways to use new technology
to move along the integration is encouraged and this playbook will change as we
improve upon our processes. The Corporate Development group will continually
update our playbook and incorporate improvements as we gain experience.
Guiding Principle - #2 Communication
Communication refers to the messages that are shared with all of the
stakeholders in the corporate integration process. Stakeholders include internal
entities such as the Nordson Board of Directors, the senior management team,
and employees of Nordson and the acquired entity. External stakeholders include
the two companies’ shareholders and customers. Consistent and coordinated
messages and themes of communications will add clarity and confidence as the
integration activities progress.
“Be assured that whenever there is an information vacuum or partial information
vacuum, the human species can be counted on to fill that vacuum with its own
fantasies about what is ‘probably’ going on,” states Mark Brenner, PhD, chairman
of the Global Consulting Partnership. “Most employees are constantly talking
about all the ‘worst-case scenarios,’ in terms of who will be retained, who will be
released, and how the everyday rules of the game will change, once the dominant
culture shifts into ascendancy.”For all of these reasons, a clear vision and
consistent communication are vital.
Guiding Principle - #3 Operational Effectiveness
Strive for an efficient and effective integration process and continuously improve
integration capabilities by:
 Promoting consistent, repeatable processes that reduce integration project
setup time and assist with resource and capacity planning.
 Adapting standards to accommodate different business models as Nordson
acquires large or small companies, and those offering different types of
products and services.
 Incorporating the lessons learned after each acquisition and associated
integration.
Guiding Principle - #4 Measurement and Feedback
Actively measuring our performance during an integration process is crucial to
driving performance excellence in our acquisition process. In addition to
integration progress and synergy tracking measurement tools and we will also
identify measures that focus on identifying and tracking the people issues as well.
For example, effective communicating with employees throughout the integration
process can be measured by employee surveys. The following metrics are
commonly tracked by companies to measure deal success:
 Employee engagement
 Revenue growth
 Talent Acquisition/retention
 Operational continuity
 Employee productivity
 Margin gain
We will build in feedback loops to track our progress, and continually measure
performance against expectations, while documenting and rewarding our
successes.
Validating improvements and judging success is not something done at the end of
the integration process, accompanied by a declaration of success; rather, it
requires an ongoing process designed to provide the integration team members
with real-time feedback. Feedback can be used to enhance and strengthen
strategies that prove to be successful in creating a shared corporate culture. We
can also use feedback and measurements to modify or replace strategies that are
not gaining traction.
Our goal is to be flexible enough in our operations during integration, to make
changes when necessary and alter the playbook as we learn through experience.
Summary of Acquisition/Integration Process
Business
Case,
Valuation, &
Analysis
PreApproval &
Terms
Due
Diligence
Draft Plan of Intent
GTM
Strategy
High Level
Project
/Scope Plan
Cost and
Synergies
Product
Strategy
Org
Structure
Announce
to close
Integration/
Stabilization
100 days
Integration
Optimization
100+ days
Plan of Record
Day 1 Plan
Discovery and Due Diligence
Business
Strategy
High Level
Day 1 Plan
Final
Approval
& signage
End State Definition
Opportunity
Evaluation
Detailed
Project Plan
Cost and
Synergies
Work stream
Work stream
Work stream
Org
Structure
Work stream
Work stream
Estab. Team
& Gov.
Integration Management
Project Management
Work stream
Integration Process begins at Due Diligence
Final
Approval
& signage
Due
Diligence
Draft Plan of Intent
Cost and
Synergies
Org
Structure
Integration
Optimization
100+ days
Day 1 Plan
End State Definition
High Level
Project
/Scope Plan
Integration/
Stabilization
100 days
Plan of Record
High Level
Day 1 Plan
Discovery and Due Diligence
Business
Strategy
Announce
to close
Detailed
Project Plan
Cost and
Synergies
HR Work stream
BO Work stream
Work stream
Work stream
Org
Structure
Work stream
Work stream
Estab. Team
& Gov.
Integration Management
Project Management
II. Structure:
i.
Organization Structure:
Acquisition Integration at Nordson Corporation will use a specific organizational
structure to drive the accomplishment of the project objectives. See Exhibit A:
(Exhibit A)
Steering Committee
(Business Group Executive
+ Corp Dev + CI + HR)
Commercial
Integration Leader
Acquisition Integration Team
Operations
Commercial
Human
Resources
M&A Integration
Manager
Supply Chain
Back Office /
Finance
Pricing
Marketing
Communication
s
IS / IT
The Steering Committee:
ii.
Objective: to oversea and guide the Integration Process
Members: BU Executive, CFO, HR Executive, Continuous Improvement
Executive, Corporate Development, others as appropriate
Responsibilities:




Provide overall vision and direction and assist with resources allocation
Monitor integration progress and adherence to the integration plan
Assist in problem areas – removing barriers, prioritization, change
management
Review and approve monthly integration status report to CEO
Acquisition Integration Team:
iii.
1. Commercial Integration Lead:
a. Objective: Dedicated leader of the integration team. Drive the
integration process, providing leadership to the integration team
and the newly acquired entity.
b. Selection Guidelines: Senior-level manager with skills necessary
to lead the company through the integration process. Since every
integration process is different from the next, the selection criteria
will differ by the complexity involved in the specific acquisition
strategy. See Complexity Matrix
c. Responsibilities:






Lead the development of the integration plan and process
Assure project objectives and milestones are achieved
Deliver the integration and synergy commitments, in conjunction with the
Business Group Executive
Identify and resolve issues including resource allocation
Develop and communicate regular status reports and dashboards to the
steering committee and senior executives
Provide a report-out at the “end” of the integration, on all members of
respective functional teams, for inclusion on annual performance reviews
2. M&A Integration Manager:
a. Objective: Project Manager for the integration team. Manage the
day-to-day integration process and activities.
b. Selection Guidelines: Currently staffed by the permanent M&A
Integration Manager within Corporate Development
c. Responsibilities:

Participate in the creation of the integration plan and process

Coordinate, plan and track the integration effort

Provide day-to-day support, tracking and coordination of the integration
project in support of the Commercial Integration Lead

Coordinate, guide and train the functional team leads and functional team
members

Monitor functional team progress and identify, to the Commercial
Integration Lead, potential issues/problems

Indentify and document process improvements, and lessons learned for
future integrations
3. Functional Integration Team
a. Functional Team Leads
i. Objective: To carry out the integration process
 Selection Guidelines: The Functional Integration Team
leads will be dedicated or partially dedicated to the
integration team depending on function and complexity of
the integration. They may also be the functional due
diligence resource, insuring a seamless transition from
transaction to integration. Functional teams may change
based on the particular integration; however, the standard
functions to be represented on the Acquisition Integration
Team include:
 Supply Chain
 Human Resources
 Back Office / Finance / Legal
 Marketing Communications
 Pricing
 IS/IT
 Operations – efficiency, footprint optimization
 Commercial – channel/revenue optimization
ii. Responsibilities:

Development of functional charter, strategies, and tactics

Creating and managing a detailed Project Plan for their functional team
responsibilities, including functional team identification and resource
allocation

Verify and further develop synergy opportunities and capture plans

Delivering the functional integration project plan and synergy capture plan

Weekly report their team’s project status to the Integration Project Manager
via Smartsheet and additional reporting mechanisms as developed, as well as
face to face or teleconference meetings.
Bring conflicts or irreconcilable issues to the attention of the Integration
leadership for resolution
Provide a report-out at the “end” of the integration, on all members of
respective functional teams, for inclusion on annual performance reviews


4. Cross-Functional Sub-Teams
There may be a need to create a cross-functional horizontal sub-team, for working on a
task that has inter-dependencies between functional areas. Sub-team responsibilities
mirror the functional team responsibilities identified above. An example of a project for
a horizontal team is order management – pricing/finance/IT and commercial may all be
involved in creating a workable process. It may take additional resources to solve a
complicated process flow, therefore a cross-functional sub-team or task force will be
created to do a deeper dive into solving a business challenge. The cross functional
team will report the solution to the functional leader identified in the original integration
plan.
b. Governance:
A formal governance structure is essential during the creation of the Project Plan and
determining the structure and priorities during an integration. It is a function of best
management practices to have established structure for decision management. The
Integration Governance Matrix as detailed in Exhibit [ ] provides the governance and
decision-making hierarchy of the Nordson Integration Process.
Integration Governance Matrix
Business
Segment VP
Integration
Steering
Committee
Commercial
Integration Lead
M&A
Integration
Manager
Integration
Functional
Lead
Functional
Team and/or
participants
A/P
A
P
P
C
C
Integration Project
Plan Baseline
A
A
P
P
P/C
C
Integration Project
Plan Baseline
Changes
A
A
A/P
P
A/P
C
Communications
Plan
A
A
A/P
P
P
C
P
P
Initial Plan or
Changes to Plan
Integration Scope
Charter
Synergy Capture
Plan
A/P
A
A/P
(program level)
(synergy initiative
level)
C
Synergy Baseline
Changes
A/P
A
A/P
P
P
C
Issue Resolution
A
A/P
A/P
P
P
C
Governance Decision Authorities: P=Plan, A= Approve, C=Consult
Escalation path – Business Segment VP has final approval authority
III. Process – Integration Strategy and Planning
Overview
Each acquisition should have an individual and specific integration
strategy that identifies the level of integration required to deliver value
from the acquisition and driven off of the acquisition strategy rationale.
The importance of an integration strategy goes beyond the fact that the
benefits from the acquisition are not created simply through the joint
ownership of assets, but dependant on how well the target can be
integrated and synergies can be realized. This, in turn, will guide the entire
integration planning process and will underpin the Integration Project Plan.
There are a few things to keep in mind as planning for the integration
commences:
1. Be mindful of integration complexity - just because a company
is small, doesn’t mean the integration will be simple. The
Integration Complexity Matrix is a good tool for understanding
the complexity that will be encountered during the integration.
2. Clearly identify the appropriate level of integration
There is no “one size fits all” solution when it comes to the
degree of integration.
Identification of the level of integration must occur early in the
planning phase, as it is a key input into other planning phases.
Tools: Standardizing Deal Types Chart
Integration Planning:
Overview:
The integration plan is an action plan with a set timeframe that works out the mechanics
of how the acquired entity will be integrated, synergies will be attained, growth will be
achieved and therefore how the businesses will be combined to realize the value from
the acquisition. The development of the plan begins during Due Diligence and the key
priorities and organizational goals, along with the expectation of synergy capture will be
developed, defined and agreed upon before the close of the deal. The functional
workstreams will then be staffed and assigned to carry out the activities that will achieve
the integration goals and result in a unified organization.
Beginning the Integration Process: (Exhibit)
1. Begin early by Defining the Scope of the Integration
Regardless of the type or scale of acquisition planning the integration activity must start
early. The Nordson integration process begins at Due Diligence with the development of
documentation that will enable us to create a blueprint, or scope for the integration.
Defining the Scope of the Integration:
The M&A Integration Manager, in collaboration with the business segment
project sponsor and the due diligence team begins the integration process by
creating scope documentation that outlines the basic facts relevant to the
integration plan. For each functional area, the team identifies the critical
processes/activities that must be achieved during the integration period. The
data set is unique for each target for acquisition, but will include most or all of the
following:

The strategic rationale for the acquisition

Pertinent information on the acquisition impacting
o
o
o
o
Business unit strategy
Project Description
Key Financials
Value impact
o Key risks
o Implementation strategy
o Critical dates

Identification of the Commercial Integration Lead and the Functional Team Leads
o Tool – (see Integration Complexity Grid)

Organizational Structure – a review of the target company’s structure and a
preliminary outline and/or recommendations on how the company might “fit” into
the Nordson organization. Will it be a simple merger of functions is a more
complex structural realignment (example: a rationalization of sales/support
services)

Market activities that may impact activities over first 100 days
o Major trade shows, customer events,
o IT/IS activities
o Contracts/Commitments

Tools utilized to capture this information include:
o High Level Planning – Scoping Matrix Template
o Project Template – 4 blocker
o Checklists for Identifying key integration issues
From the scoping documents created and the results of the due diligence, we have a
foundation for the integration, essentially the blue print on which to build the details of
the integration plan. We are able to better understand the complexity of the integration,
identified the key business goals, and the expected synergies. The output of the
scoping document provides:

Identification of the key functions and processes involved

What specific areas and priorities need to be addressed in the first 100 days

The Commercial Integration Lead is identified

The initial view of the “end state” goals that will signify the end of the integration
process and beginning of integration optimization or business as usual.
2. Resourcing
Early identification of the resources required for success is essential to ensure a smooth
transition execution to the integration process. Using the scoping documents as
guidance, we can adjust and calibrate for lack of resources in our timelines, and/or
assist in building the business case for adding third party resources, when necessary.
The Integration Planning Process
Once the Commercial Integration Lead is identified, this person, with the assistance of
the M&A Integration Manager, will lead the process of drafting an initial integration plan,
reviewing the plan with the Integration Steering Committee and receiving approval to
move forward.
The integration plan will include the following:
o The Charter for the new combined company
o Organization structure defined
o Functional workstream leaders identified along with each of their
functional teams.
o Integration Timetable with key milestones
o Calendar for integration activities
o Key dates and deliverables
o Meeting schedules
o The 100 Day Plan with specific tasks
o This plan will be in the form of a Gantt Chart
o Communication Plan
o The Marketing Communication team will be managing the output of
the plan, however the content and deliverables are the
responsibility of the integration team
o End State Goals for moving from integration to business as usual
The 100-Day Plan
It is the intention of the integration process that functional integration will be completed
within 100 days of closing. This does not mean that the integration is over, but it does
mark the time when the key business processes identified in the integration plan are
completed, and the companies are functionally working as one.
During the integration planning, the “end state” will have been identified, and at the end
of the 100 days, success will be measured on the achievement of the stated goal.
Beyond the 100 days, there may be many additional projects to complete, and it will be
left to the Steering Committee to decide on how much of the integration team will
remain on task, or handed off to functional areas as “normal” workflow.
The 100-Day Plan is the structure on which the functional work streams function. Each
functional lead will be responsible for identifying and achieving their “end-state” within
the 100 day timeframe. At Day 1, each functional lead will be
Opportunity
Risk
End State
Complexity
Function/Process
Headcount
Req.
Integration Scope/Planning Matrix Worksheet
Target Benefit
Target
integration
date
Functional Integration Strategy Template
Integration Process Charter
Functional Group ###
Integration Projected Timing
Business Need/ Problem Statement
Insert project “elevator speech here
Project goal/ end state:
Drivers, Interdependencies: list business , drivers, trade
shows, major sales, launches, etc.
Core Team for Project
Cost/Benefit Analysis
(budget needs,
expected outcome – can it be dollarized?)
Champion:
Functional resources:
IT leader:
Team members:
Performance Metrics
(how can we measure, do we
track performance on scorecard?)
Integration Complexity:
Assessing the complexity of the integration assists Nordson in identifying the best
candidate for the Commercial Integration Manager, which is a key appointment for the
success of the integration project. We can identify the best candidate in several ways:

Using the Integration Complexity Grid, nine attributes of the integration are
reviewed with the Business Unit VP, who is the sponsor of the acquisition.

Each attribute is mapped against a standard list of integration
management skills

The result of the analysis gives us a customized integration management
“job description”.
Integration Complexity Grid
Characteristic of
Complexity
Category
Low (1)
1. Size of Transaction
 Dollar value/

purchase price
Number of
employees/size of
acquiring BU
2. Target Location
 Proximity to


3.
acquiring BU
Number of
locations
Number of
international
locations
Level of Cost
Reduction
4. Type of Acquisition
6. Perceived
7.
enthusiasm to be
acquired
Level of
Process/Systems
Sophistication
8. Market Space
9.
Comments
High (5)
>$550M
Up to $10 M
0 employees
>2500 employees
< 50 miles
>1000 miles
< 2 locations
>10 locations
Zero
>3
0% of sales
10% of sales



5. Talent to Retain
Score
1-5
Standalone
Product
bolt-on
Merger of
equals
Few, replicable
skills
Many critical skills,
technology
expertise
Agreeable
Hostile
Low
High
near adjacency
far adjacency
(core vs. step out)
Core
Step out
Cultural
Compatibility
High
Low
Total Score:
Score will range from 9 – 45, with a scores 9 – 22 indicating a low complexity integration, 23 – 32
I
moderate integration, and scores over 33 as higher in complexity. The higher the complexity, the
higher the level of skill required when selecting the integration lead
Integration Manager Selection Criteria
Level Required
Comments
H/L_______________________________________________________________
Nordson Experience
____________________
Ability to communicate
(includes foreign language)
____________________
____________________
Leadership competence, expertise/credibility ___________________
(ready access to sr. leadership)
____________________
Sense of urgency and action orientation,
entrepreneurial
____________________
____________________
Ability to be an agent of change
____________________
Group facilitation and process skills
____________________
People and interpersonal relationship skills ____________________
Project Management skills
____________________
Conceptual and analytical abilities
____________________
Organized and process oriented
____________________
Integration Management Skills Index:
Project Management skills: While there will be an integration project manager
assigned to the integration, the more complex projects will require a leader who
is actively involved in the project management process, and can actively monitor
functional workstream activities without the assistance of the project manager.
Change Management skills: Complex integrations are stressful for all participants.
The ability to be effective while working under difficult circumstances, while being
able to command the respect and admiration of both workers and leadership.
Risk Management skills: Ability to identify constraining factors that are unspoken
and unseen. Proactively identify possible corrective action when needed and
diplomatically engage those who need to act.
Social Skills: Interpersonal skills, negotiation skills and the ability to make
decisions. Must be able to build trusting relationships that will assist in
completing tasks and identify potential issues.
Leadership Skills: Ability to make key decisions on the spot and keep things
moving swiftly, which demonstrates the commitment to making the integration a
success.
Financial Focus: Ability to ensure the financial benefits are delivered. Solid
understanding of synergy capture and financial reporting requirements.
Cross Cultural Skills: Understand, anticipate and manage cultural, market and
regulatory differences across geographies and market segments. Comfortable
and effective working and leading global teams.
III. Process
a. Executing
i.
Day-to-Day Workflows:
Integration Functional teams:
Functional teams are responsible for the specific area of the Integration plan for their
workstream. The major functional areas that are necessary in any integration are:
o Back-office/Finance
o IT/IS
o Human Resources
These functional workstreams are responsible for developing action plans and tracking
synergies. Synergy opportunities and capture plans will be developed and assigned to
the identified initiatives during integration planning.
Once the integration team is identified, the entire group will be trained on project
management and the use of the collaboration tool, Smartsheet. Within this tool, each
functional workstream can manage their project and communicate with team members
proactively.
The following check list should be used by each Functional Team leader to assign
responsibility and establish a time frame for the completion of each task.
ii.
Collaboration Tools
We will be utilizing a Cloud-based collaborative project management tool Smartsheet.
www.smartsheet.com as our collaborative project management tool. All functional
checklists and action plans will be managed via Smartsheet which enables real-time
updating of all project activities and more.
Within Smartsheet:

Reporting templates

Functional Checklists / Action Plans

Action Plan Dashboards will be real time

Master Action Plans

Calendars

Gantt Charts for all functional projects

Gantt Charts showing interdependencies for entire integration

Data warehouse for all documentation

And more…..
Smartsheet streamlines all integration workloads and makes data “real-time”. Project
Managers can make assignments, track activities, and status charts are real time, all
the time. Eliminates the need to email updates, upload information to Sharepoint, and
send updates to team members. Everyone on the team has access to the data.
Smartsheet also has an app available for smart phones and tablets, whether IOS or
Android, with language capabilities, and global reach.
Full training on how to use Smartsheet, and support via video training and experts “on
call” will be provided.
iii. Budget and Expense Management
Initial estimates of integration costs should be identified during the
transaction/purchase phase and at due diligence. The Integration
Leadership team will review and refine these estimates.
Cost elements budgeted and tracked proactively include:

Retention Agreements

Incremental IS/IT (hardware plus infrastructure costs)

Consultants (Financial, legal, others)
At a minimum, we will track the following expenses:

Basic IT/IS infrastructure changes and associated costs

Legal and other costs to ensure compliance with local laws and
to meet Nordson standards

Costs to introduce risk management / insurance policies

Costs related to management changes (outsourcing,
redundancy costs)

Advisor/Consultant costs

Travel/Accommodation for the Team during integration

Any significant project – specific items required
Recurring costs are incremental costs to the Corporation to make the acquired business in line
with Nordson standards. These costs could include IS/IT, HR, Pension, Benefits, Trade
compliance or other Corporate like groups. These expenses will typically start off slow at the
beginning of the acquisition but then ramp up to higher levels depending on whether
additional headcount is required in these functional areas to support the acquisition.
Types of incremental costs to consider:
HR Personnel Support
Additional headcount in HR organization needed to specifically support this acquisition
Pension
Additional costs to cover the acquired entity under Nordson's pension plan. This would just
represent the incremental costs - not the full cost for pension that might be borne by the entity
PTO / Holiday Time
If there is a significant deviation in the PTO policy between the acquired entity and Nordson,
then consider the impact on the direct labor production pool and whether or not incremental
costs need to be factored into the model
Based on the revenue model in model, consider whether additional manufacturing overhead
headcount might be needed to support the incremental revenue. If the model assumes gross
margins will be flat, then to some extent these are already factored into the model. However,
consider additional in costs if there have been changes in the mfg. process (i.e., loss of a quality
check) or if additional headcount is needed to be in line with Nordson's plan
Additional headcount in IS-IT organization needed to specifically support this acquisition. Or,
incremental IT costs to bring organization in line with Nordson standards. Typically modeled at
1/3% of sales
Additional headcount in CI organization needed to specifically support this acquisition
Additional headcount in finance organization needed to specifically support this acquisition
Additional headcount in legal organization or incremental legal fees needed to specifically
support this acquisition
Additional Trade compliance headcount needed to specifically support this acquisition or
software costs to add this acquisition to the Nordson platform
Mfg. Overhead
IS/IT
Continuous improvement
Finance Support
Legal Patent
Trade Compliance
ACQUISITION INTEGRATION FRAMEWORK
Types of Mergers & Acquisitions:
When it comes to mergers and acquisitions, there’s no magical method to making them
successful. Each deal is unique and has its’ own strategy or logic, but there are some general
categories that we can identify, that are used as strategic rationale for an acquisition that
creates value. These types of mergers/acquisitions include those shown below:
DD Consulting 2013
Historically, the acquisitions at Nordson Corporation have primarily fallen into the Type 5 – 7
categories.
Type 5:
Purchase customers for our products (similar geographies)
Smaller companies with innovative products have difficulty reaching the entire potential market
for their products. Bigger companies in a space may purchase smaller companies and use their
own larger scale sales force to accelerate the sales of the smaller companies’ products. Or, the
target can also help accelerate the acquirer’s revenue growth. For example, in Procter &
Gamble’s acquisition of Gillette, the combined company benefited because P&G had better
sales in some emerging markets, where Gillette was stronger in others. Working together, they
were able to successfully introduce products into new markets much faster.
Type 6:
Purchase new technology or product, to put through our sales channels
This is a fairly simple and common type of merger/acquisition, and is used to obtain skills or
technologies faster or at a lower cost than they can be built. This is often used in the high tech
market space, to speed growth. A good example is Cisco Systems, as they grew very quickly
from a single product line into a major player in the Internet equipment space. From 1993 to
2001, Cisco acquired 71 companies. Cisco’s sales increased from $650 million in 1993 to $22
billion in 2001, with nearly 40% of revenue coming directly from new acquisitions.
Type 7:
Conglomerate & Diversification. Acquire R&D, technology, people, markets
At Nordson, congeneric mergers are attractive. This is where companies are related by
markets, technology or production processes. The target firm is valued due to an extension of a
product line or a similar technology market space. A product extension is when a new product
line from the acquired company is added to an existing product line – gap filling with current
customer markets. A market extension is when a new or adjacent market is added to the
existing market, bringing new customers or deepening current customer relationships.
Clearly understanding the type of acquisition in play is the first step in developing an integration
plan that will be successful over the long term, fulfilling the goals of value creation.
As we become more efficient in our integration processes, we will gain the discipline and rigor
for each type of acquisition, with more defined checklists and tools. These will develop over
time, and with more experience and process management.
Communication
Overview
A Communication Plan will assist in developing and organizing the communications
strategy needed to keep the key stakeholders, customers, and acquisition/integration
team informed as we move through the phases of the integration process. Good
communication is the lifeblood of a successful acquisition.
In order to be effective, the integration leadership must identify what needs to be
communicated, what the communications should contain, who is responsible for
generating the communication, what format or medium the communication should be
delivered in, what frequency is needed to keep the target audience up to date on
integration actions and finally, who is the target audience for the communications.
Effective communications will comfort employees, interest investors, improve decisionmaking, improve productivity and reduce waste and expense. Conversely, poor
communication during an integration project can lead to misapplication of resources,
employee dissatisfaction and attrition, and poor business performance.
Strategic Drivers that should be considered when creating a communication plan
include:
 Type of merger/acquisition – e.g., merger of equals, a voluntary acquisition
 Whether the acquired/merged institution will remain a stand-alone and retain its
identity, or be fully integrated and rebranded
 Timing – whether immediate, or in stages
 Markets served – e.g., distinct separate geographic markets, contiguous or
overlapping markets
 Surviving (or new) vision, value proposition and brand promise
 System capabilities and/or limitations, including core processors and other
system applications – integration plans and timing of changes
 Anticipated community and/or employee impacts (plant closures)
 Competitive opportunities and/or threats
 Alignment of product and service offerings
Assessment
An assessment should be undertaken to guide the development of a comprehensive
integration communication and marketing plan to support the integration objectives,
including the following:
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Employee Communication
Customer Communications
Media and Public Relations
Community Communications & Customer Relations
Other Marketing Support
Product Offerings and Service Support
Staff Training
Employee Communications
Employee communications should include all employees of both organizations and may
include most or all of the following:
Executive/Sr. Mgmt/Key Employee Communications:
Need to know employees will be kept informed as determined by integration
leads and Legal counsel
Announcement: All employees meeting immediately following agreement, with a
hand out or intranet posted “packet” of information including:
 Media contacts and procedures
 Press release
 FAQs and talking points
 Timetable (initial plan)
 General employee impact if any
Ongoing Updates:
 Special email employee newsletter distributed frequently throughout the
process to keep employees informed of progress, developments, impacts,
etc. This info could also be kept current on an intranet site.
 Staff Meetings – all employee or functional groups (great place to gather
employee feedback)
 Copies of all customer/member communications – with background info (if
appropriate)
Customer Communications
Potential customer communications include the following, determined based on specific
situation (may include: personalized mailings, emails, targeted phone calls, web site,
and newsletter updates, social media, and more). Possibly develop a special acquisition
web site section available to customers as a portal of information.
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Initial Announcement: Develop and send an announcement communication to
newly acquired company strategic customers.
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Welcome or introduction to Nordson Corporation: Develop a welcome letter
informational “packet” to impacted customers for distribution via sales managers
that informs of key changes and emphasizing advantages and benefits, providing
information on corporate facts, contacts, and other changes.
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Product & Service Change Notification: As applicable, develop and send
communications to customers impacted by changes, to include description
of changes, impacts and options; supporting collateral; applicable
disclosures/terms & conditions; etc. Depending on scope of changes.
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Customer Feedback: Develop process for addressing customer concerns and
questions with feedback loop to FAQs
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Ongoing Communications: Develop targeted, multi-channel customer “onboarding”, retention and potential cross-selling.
Media Communications and Public Relations
A media and public relations plan can be the best way to gain support for acquisitions,
and should include some or all of the following:
Media Plan:
 Develop list of media contacts for press release distribution and other
Communications – including “friendly” publications/reporters that can be
helpful supporters
 Identify spokesperson who will represent both companies with the media, and
community organizations or other interested groups
 Develop key messages and talking points – including responses to sensitive
or challenging questions
Press Releases, Interviews:
 Issue press release announcing definitive agreement (approved by
Commercial lead and legal)
 Reach out to identified publications/reporters for interviews and coverage of
the acquisition (if appropriate)
 Determine and develop follow-up press releases, interviews, social media
Social Media:
Need to better understand the policy at Nordson on Facebook, LinkedIn,
Twitter and any others…..messages via these networks need to be identical.
General Communication & Community Relations
Depending on the circumstances of the acquisition, a visible reconnection with the
community may be needed, and could include one or more of the following:
 Community outreach: Identify meetings or events with community leaders
to demonstrate Nordson’s commitment to the community and send a
positive strategic message
 Community Sponsorships, Board Memberships & Community
Involvement: Develop a strategy to integrate the community relations
involvement and support and previous commitments made by the
acquired organization as long as they are consistent with Nordson’s
brand, vision and value proposition
Additional Marketing Support to consider in Communication Planning:
Branding: Execute the branding plan as described in the process (see Exhibit
XXX). Also see marketing communications functional checklist. Depending on scope,
standardized graphic guidelines must be communicated internally and externally
Marketing Plan and Calendar:
New acquisition needs must be built into and follow the annual calendar and
budget specific to Nordson’s Marketing Plan. The overall marketing plan includes:
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Collateral
Media
Direct Marketing
Marketing campaigns and promotions
Promotional items
Events (trade shows, receptions, etc)
See functional checklist for Marketing in the Appendix
Branding – Exhibit XXX
Reporting and Results Management:
Each team leader is required to keep their project plan document current at least weekly.
Project files are required to be updated via Smartsheet. Collaborative software enables realtime updates within shared files. Working within these tools is required, and will improve
efficiency, as accountability is built into the work flow. By using the collaborative software, we
eliminate the fire drills for reporting progress to plan.
Each team leader is required to keep their project plan document current, ideally, updated daily.
Project files are kept current on the “collaborative tool website” at all times. Since all data is real
time, if you haven’t been updating the action plan, it will be obvious to the Integration Project
Manager.
The Project Manager will prepare a report of the major project achievements/issues for the
Commercial Integration Leader who will present or report to the Business Unit VP. Each week,
the Integration Leader will present the weekly overall project summary to the Integration
Steering Committee for review, comment, decisions, and directional adjustment and resource
commitments. The process of continuous status review will reveal performance failures and
allow the opportunity for correction prior to development of critical issues.
Status Reporting Process Summary
Weekly
Monthly
Board Updates
(as required)
• Update Action Plans
Functional
Integration
Team
Leaders
• Lead Team Meetings/Calls
•Update Action Plan Dashboard
incl. Comments
Accounting/
Controlling
Integration
Project
Manager
Business
Segment VP
• Update Gantt Chart and FY
Forecast
• Lead Team Meetings/Calls
• Update Value Driver
Dashboard incl. Comments
• Update P&L Summary
•Review/Finalize Master Action
Plan Dashboard
• FYI only
•Compile Monthly Report
•Lead Monthly Management
Integration Status Meeting
•Add Comments to Monthly
Report and Send to CEO
• Submit Board Report
(Summary Sheet from
Monthly Report)