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Post Merger Integration and Carve Out / Separation Advice
Structured and disciplined approach
The merging or de-merging of two or more organisations triggers a flood of complexities. The best serial acquirers follow a structured and disciplined approach, with clear strategic objectives, detailed implementation plans, and a focus on creating and capturing value from the start.
How can we help
We have the most experienced, dedicated Merger Integration and Carve-Out team in Europe having delivered over 450 Integration and Carve-Out programmes across all industry sectors and supported some of the largest transactions in the UK and globally.
Combining world-class programme management skills with robust operational and financial analysis expertise to help our clients maximise delivered value from integrations. Organisations we have worked with, show superior shareholder returns through ensuring integration benefits are delivered.
Examples of our work
We can help businesses maximise the benefits of integration. Our approach is highly pragmatic and is based on extensive experience of supporting clients with:
1. Carve out operation
During a carve-out a key operational elements have to be separated from one company. Deloitte work with the sponsors to develop a focussed due diligence exercise which provides the company and its sponsors with comfort over the robustness of its standalone operations.
If a company has not previously published standalone financial information a number of disclosures may not have been made. Deloitte will work with the Finance team, and the sponsors, to ensure that the Historical Financial Information is prepared in compliance with the applicable accounting standards, and provide a sound basis for the company’s future reporting as a listed entity.
2. Disposing of a business
The major challenges in disposing of a business include operational and financial separation of highly integrated operations with the client’s other businesses, including a number of central support functions. Deloitte will help the client in designing and establishing the separation programme and governance structure. Together with the client’s management team an operational handbook is prepared to identify the current arrangements, the proposed Day 1 solutions (including transitional services) and the fully standalone model and related separation cost impact.
Deloitte can develop transitional service schedules, manage the resolution of key separation issues and draft communication materials for the client. These documents are then all shared with bidders to assist them in understanding the perimeter of the business that they are looking to acquire, as well as the separation cost implications. Deloitte provide the financial and operational support to management, enabling them to present the business in a coherent and structured way, allowing bidders to understand the perimeter of the transaction and the key financials. The detailed separation planning support that Deloitte offers ensures an issue-free Day 1 and establishes a robust set of TSAs to ensure business continuity post completion.
3. Delivering value after an acquisition
You may want to understand how to apply a private equity approach to delivering incremental value from acquisitions, above and beyond their original investment case. Following an acquisition with significant interdependencies you can engage with Deloitte to undertake a Pilot Value Creation Plan (VCP) project to demonstrate the concept.
Deloitte will work with your management team in identifying significant Value Creation opportunities across four work streams; Commercial, Operations, Working Capital and Tax, with potential to more than double the company’s trading profits along with significant cash and working capital benefits within a short timeframe. Key aspects include identifying and quantifying value creation opportunities, assisting management in developing implementation plans and a governance structure and developing a VCP tracking dashboard to monitor the progress of the value creation programme.