Integration Approach Overview

Integration Approach Overview

OVERVIEW OF POST MERGER INTEGRATION PROCESS & STRUCTURE About this Document Objectives To communicate the current thinking on the integration approach and structure for successful integration To solicit feedback and input on the approach Contents Integration Guiding Principles (Example) Integration Process Objectives Integration Process Overview Integration Team Structure & Phase Overview Integration Project Roadmap www.MergerIntegration.com 800-992-5922 2 Integration Guiding Principles E L P CUSTOMERS FIRST. We must take actions that prove to our end customers, consulting engineers, and reps that they are important to our success as a combined firm. X E M A RESPECT FOR PEOPLE.

We must treat each other with respect and integrity and be honest in our communications with each other and our employees. SPEED TO VALUE. We must execute quickly to ensure the theoretical value and synergies we see in the combination are translated to real and measurable business results. www.MergerIntegration.com 800-992-5922 3 Objectives of Post Merger Integration Process Provide forum for clear decision making and risk management Logically structure the work so that accountabilities are clear even though the organization is not yet fully defined Facilitate rapid yet thoughtful planning for the achievement of synergies Enable efficient communications and coordination among teams, functions, and business processes Facilitate a rapid integration that starts immediately upon transaction close www.MergerIntegration.com 800-992-5922 4 Integration Vision and Strategy Vision: Integrate the two companies in an aggressive time frame that allows the companies to quickly realize the synergies and maximize shareholder value Strategy: Under the direction of the Steering Committee, an Integration Management Office (IMO) will be established to manage and implement multiple concurrent integration work streams focused on: Achieving synergy targets through good execution and tight financial control

Consistent and candid communication Prompt issue escalation and resolution Continuing business operations without disruption Reporting progress in a consistent manner at appropriate levels of detail for all stakeholders Engaging resources early and often to collaborate on the effort www.MergerIntegration.com 800-992-5922 5 Post Merger Integration Process We envision a four-phased integration approach to complete the transition to the combined company Pre-planning (announcement through kickoff) High-level planning (kickoff through January 15) Detailed planning (complete prior to close) Implementation (post close) Integration teams have been identified that map to key value drivers of the deal and functional areas. These teams will develop plans for a new, combined operating model and plans to transition to that model. Initial integration activities focus on completing discovery and defining the high-level operating model for the new firm. Implementation of the plans (and the realization of synergy objectives) will be carried out post close by the new organization. www.MergerIntegration.com 800-992-5922 6

Overview of Post Merger Integration Process 2 Weeks 4 Weeks Announcement www.MergerIntegration.com 800-992-5922 TBD 6 Weeks Close 7 Integration Structure An IMO includes functional leaders who liaise to top executives directly or via a Steering Committee (depends on company and deal size). Decision Makers & Escalation Executive Project Sponsor Division GM Steering Committee Integration Management Office Primary Participants in the Integration Project Acquired

Co. Functional Resources HR Functional Resource Sales Functional Resource IT Functional Resource Accounting Functional Resource Ideally all functional areas being integrated should be represented in the IMO. Steering Committee Responsibilities Core Members Determines top priorities and timelines for the integration Operating Executives Define and communicate combination objectives/ parameters (including known integration strategies and synergy targets) CFOs Articulate guiding principles CIO

Monitor progress of the deal, due diligence, and integration teams CEOs/Presidents Legal Counsel Receive regular updates Senior Executive HR Report progress to the Board Integration Manager Anticipate, assess, and manage risks Additional Participants (as needed) Remove roadblocks, make decisions and resolve issues for top-level priorities www.MergerIntegration.com 800-992-5922 9 Integration Management Office Responsibilities Provide tools & templates to facilitate planning Communications lead Synergy program manager Set-up appropriate forum for communication/linkage/review PRITCHETT consultant Oversee development and executions of plans of

plan Integration manager* Assist in tracking and resolving issues Administrator Manage and mitigate project risks Support the Steering Committee and Board, and monitor progress against integration objectives * Indicates team leader and coordinator. www.MergerIntegration.com 800-992-5922 10 Overview of Integration Approach (DRAFT FOR DISCUSSION) November December January Announce File Merger Application February Close? DOJ Review HSR Second Request? HSR Comfort /Approval?

Shareholder Approvals Comfort on Shareholder Approval? File S4 with SEC March Day 1? April Close? Earliest Possible Day 1? Most Probable Formal Shareholder Approval Regulatory Approvals Define Define Integration Integration Approach Approach Integration Integration Deal Milestones October

Org, Culture Culture and and Org, Communications Communications Kick-off Steering Committee Kick-off IMO Define Define Staffing Staffing & & Selection Selection Process Process Independent Independent communications communications Charter Charter Comm. Comm. Team Team www.MergerIntegration.com 800-992-5922 Team

Review Session Approve Approve and and Communicate Communicate Process Process Tier Tier 11 Selection Selection Coordinate Coordinate Core Core Messages Messages Finalize Finalize Plans Plans & & Accountabilities Accountabilities Detailed Detailed Planning Planning (Define (Define Transition Transition Plans) Plans) High-Level High-Level Planning Planning

(Define (Define the the Future Future State) State) Augment/Restructure Teams as Needed Team Review Session Identify Identify Day Day 11 Resource Resource Actions Actions Announce Day 1 Org (Contingent on Close) Regular Regular Communications Communications Per Per Plan Plan Kick-off Comm. Team 11 Implement Tier Tier 22 Selection Selection Day 1

Resource Actions Issue Resolution Strategy Standard issues & risks sheets will be used in each work stream. IMO will flag unresolved high-priority issues and escalate them to the Steering Committee Major high-priority or critical issues will be decided upon by Steering Committee www.MergerIntegration.com 800-992-5922 12 Steering Committee 3 to 4 hour Meeting Meeting Objectives Discuss Role of the Steering Committee Briefly review and discuss Integration Best Practices and Philosophy Collect input and agree on the integration approach, team structure, timeline, key considerations, guiding principles, rules of engagement, reporting, and decision rights/responsibilities Formalize non-negotiables (integration decisions made) Collect input on integration complete Define next steps www.MergerIntegration.com 800-992-5922 13 Steering Committee 3 to 4 hour Meeting (Continued) Meeting Flow

www.MergerIntegration.com 800-992-5922 10 Min Welcome & Introduction 5 Min Meeting Objectives and Overview (PRITCHETT) 30 Min Integration Best Practices (PRITCHETT) Philosophy Counter Intuitive Moves Communications 90 Min Integration Approach Roadmap, structure and role of SC Guiding Principles Rules of Engagement

45 Min Non-Negotiables PRITCHETT Facilitates Formalize knowns 30 Min Integration Complete PRITCHETT Facilitates Facilitated discussion regarding the finish line 30 Min Next Steps (All) Team Leads Kickoff Meeting Approach 14 Team Leads Kickoff Meeting Attendees IMO Team Members Team Leads for Each Integration Team Meeting Objectives Orient team leads to the integration approach, assumptions, structure and expectations Review rules of engagement Get some work done Team Charters Begin Discovery/Comparative Analysis Discussions www.MergerIntegration.com 800-992-5922

15 Day 2 Team Leads Kickoff Day 1 - Evening 5:30 PM Meet and Greet 6:30 PM Dinner (Welcome/Opening Remarks) 8:00 PM 8:30 PM 8:30 AM Welcome and Introduction 8:45 AM Integration Approach 9:45 AM Synergy Model and Expectations 10:30 AM Team Planning Process Steps/Tools

11:00 AM Team Breakouts 3:00 PM Breakout Debrief 4:00 PM Wrap-Up and Next Steps 5:00 PM Adjourn Plan / Expectation Setting for Tomorrow Adjourn www.MergerIntegration.com 800-992-5922 16 Charter Comparative Analysis Working Assumptions

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