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Mergers & Acquisitions No One Said It Was Easy - But You Can Do It Better. IDENTIFY. INVESTIGATE. IMPLEMENT. INTEGRATE. 4200 Montrose, Suite 590  Houston, TX 77006 (713) 522-9656 Phone  (713) 522-9661 Fax www.wjmurray - assoc.com.

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Mergers & Acquisitions

No One Said It Was Easy - But You Can Do It Better

IDENTIFY

INVESTIGATE

IMPLEMENT

INTEGRATE

4200 Montrose, Suite 590  Houston, TX 77006

(713) 522-9656 Phone  (713) 522-9661 Fax

www.wjmurray-assoc.com


NO ONE SAID IT WAS EASY - BUT YOU CAN DO IT BETTER

IDENTIFY

INVESTIGATE

IMPLEMENT

INTEGRATE

  • BENEFITS OF THE W J MURRAY & ASSOCIATES’ PROCESS

    • Fewer False Starts

    • Shorter Cycle Times

    • Acquisitions That Fit The Playbook

    • Fewer People Spinning Their Wheels

    • An Organization To Accomplish the Acquisition

    • Proven Partner Search Techniques

    • Tested Techniques For Valuing Companies

    • Successful Approaches To Acquisition Candidates

    • Proven Due Diligence Techniques

    • Effective Integration Techniques

    • Avoid The Pitfalls

  • LEADING TO: SUCCESSFUL ACQUISITIONS


NO ONE SAID IT WAS EASY - BUT YOU CAN DO IT BETTER

IDENTIFY

INVESTIGATE

IMPLEMENT

INTEGRATE

  • Engage the Search

  • Vehicle

  • Complete Initial

  • Screen

  • Anticipate External

  • Opportunities

  • Complete Business

  • Evaluation

  • Discuss with

  • Management

  • Gain Consensus

  • On The Short List

  • APET Game Plan

  • Company Contact

  • Business Analysis

  • Management Review

  • Letter of Intent

  • Due Diligence

  • Purchase Agreement

  • Goals

  • Gain Consensus On

  • Implementing The

  • Assimilation Plan

  • Obtain Commitment

  • To Execute The

  • Business Plan

  • Enterprise Strategy

  • *The Vision

  • *The Goals

  • *The Playbook

  • Acquisition Process

  • Execution Team - APET

  • Alternatives

  • *Internal Development

  • *Partnering

  • *Joint Ventures

  • How Does The Acquisition

  • Fit The Playbook?

  • The Screening Criteria


IDENTIFY

  • WHAT TO DO

  • Confirm The Enterprise Strategy

    • The Business

    • The Vision

    • The Value Proposition

    • The Competitors

    • The Goals

    • The Critical Success Factors

  • Demonstrate How The Acquisition Supports The Critical Success Factors And Goals

  • Strategic Alliance Versus Joint Venture

  • Select The Acquisition Process Execution

  • Team (APET)

  • Gain Consensus That Acquiring Is Superior To Internal Development Or Partnering

  • Agree On The Screening Criteria

WHO DOES IT

Senior Managers

Senior Managers

Senior Managers

Senior Managers

APET

APET

  • OUTPUTS

  • Acquisition Criteria

  • Expected Benefits

  • Decision On Strategic

  • Alliance Or Joint

  • Venture

  • Purchase Price Range

  • Reconfirmation Of

  • The Enterprise Strategy

  • Internal Commitment

  • And Consensus To

  • Acquisition

  • Acquisition Process

  • Execution Team


IDENTIFY

WHY ACQUIRE VERSUS INTERNALLY DEVELOP OR PARTNER

DOES NOT

FAVOR ACQUISITION

FAVORS

ACQUISITION

IS THE PURPOSE TO ACQUIRE ACQUIRE A

ACQUIRE KEY PEOPLE PEOPLE PROCESS

CORE, HIGHLY STRATEGIC HAVE TIME & LIMITED WINDOW

DEGREES OF FREEDOM OF OPPORTUNITY

ACQUISITION ACTIVITY HIGH LOW

IN THE MARKET

ACQUISITION NONE CONSIDERABLE

EXPERIENCE

NUMBER OF FEW MANY

ALTERNATIVES


IDENTIFY

SAMPLE INITIAL SCREENING CRITERIA


INVESTIGATE

WHO DOES IT

Senior Managers

APET

APET

APET

APET

Senior Managers & APET

  • WHAT TO DO

  • Engage The Search Engine

    • * Board Members

    • * Business Network

    • * Law Firm

    • * Accounting Firm

    • * Investment Bankers

    • * Senior Executives

    • * Banks

    • * Customers & Suppliers

  • Compete Initial Screens

  • Anticipate New Opportunities

  • Gain Consensus On Short List

  • Complete Second Phase Screen

  • Discuss Evaluation With

  • Management

  • OUTPUTS

  • Criteria For Ranking

  • Alternatives

  • Consensus On Top Candidates

  • Advantages/disadvantages

  • Associated With Targets

  • Range Of Acquisition Costs

  • Reaffirmation Of Purpose

  • /Goals

  • Commitment To Continue


INVESTIGATE

SAMPLE SECOND-PHASE SCREENING CRITERIA


IMPLEMENT

  • WHAT TO DO

  • Develop The Game Plan Identify Resources

  • Make The Contact

  • Complete Pre-Due Diligence Analysis

  • Review With Management

  • Sign A Letter Of Intent

  • Complete The Due Diligence

  • Complete The Negotiations

  • Sign The Purchase Agreement

WHO DOES IT

APET

Senior Management

APET

Senior Management &

APET

Senior Management

APET

APET

Senior Management

  • OUTPUT

  • Purchase Agreement

    • * Purchase Price

    • * Terms & Conditions

  • Consensus On Integration

  • Check List


INTEGRATE

  • WHAT TO DO

  • Develop & Execute The Business Plan

  • * Value proposition

  • * Goals

  • * Budgets

  • * Metrics/scorecard

  • * Time-line-for implementation

  • * Task-force responsibilities/

  • accountability

  • Develop & Implement An Assimilation Plan

  • * Functional Integration

    • Manufacturing/production

    • Sales/marketing

    • Engineering

    • R&D

    • Purchasing

  • * Human Resource

    • Personnel policies

    • Salary administration

  • * Financial Integration: Accounting, Tax

  • * Communication plan

    • Message

    • Timing

    • Responsibilities

  • * Pre- and Post- Acquisition Customer/

  • Employee Survey

  • * Measure Progress: The Scorecard

  • WHO DOES IT

    APET

    APET

    • OUTPUT

    • Integrated Company

      • * Direction

      • * Commitment

      • * Budgets

      • * Key issues identified

      • * Roles and Responsibilities

      • for key issues


    INTEGRATE

    INTEGRATION CHECK LIST

    • ASSETS

    • Plant, Property & Equipment

    • Inventory

    • Personnel

    • IT

    • Capital Structure

    • ACTIVITIES

    • Business Relationship

    • Production Processes

    • Accounting Practices

    • Decision Making Process

    • Supply Chain

    • Customer Service

    • Purchasing

    • HR Processes

      • * Pension Plans

      • * Performance Appraisal

      • * Labor Relations

      • * Recruiting

    • Pricing

    • STANDARDS

    • Regulatory

      • * Environmental

      • * Safety

      • * Health

      • * Tax

      • * Licensing


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