Corporate Development
Acquisition
Integration
Playbook
COMPANY CONFIDENTIAL
CORPORATE DEVELOPMENT
Acquisition Integration Playbook
Nordson Corporation
28601 Clemens Rd
Westlake, OH 44145
Phone 440.892.1580 • Fax 440.414.5751
Revision: 0616.2
Table of Contents
Overview .................................................................................................... 1
Guiding Principles ...................................................................................... 2
Guiding Principle - #1 Simplicity/Alignment .............................................. 2
Guiding Principle - #2 Communication ..................................................... 2
Guiding Principle - #3 Operational Effectiveness...................................... 2
Guiding Principle - #4 Measurement and Feedback ................................. 3
Structure .................................................................................................... 5
Organization Structure ............................................................................. 5
The Steering Committee .......................................................................... 5
Acquisition Integration Team .................................................................... 6
Commercial Integration Lead ................................................................................ 6
M&A Integration Manager ..................................................................................... 6
Functional Integration Team ................................................................................. 7
Cross-Functional Sub-Teams ............................................................................... 8
Governance ............................................................................................... 8
Process ...................................................................................................... 9
Integration Strategy and Planning ............................................................ 9
Integration Pre-Planning/ Draft Plan of Intent ......................................... 12
Integration Planning ............................................................................... 20
Execution: Integration Management during Stabilization (100 Days) ...... 23
Communication ........................................................................................ 26
Assessment ............................................................................................. 26
Appendix A.
Appendix B.
Appendix C.
Appendix D.
Summary of Acquisition/Integration Process .......................... 31
Integration Communications .................................................. 32
Action Plans .......................................................................... 35
Functional Action Plan ........................................................... 39
A C Q U I S I T I O N
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Overview
Integration Playbook – Nordson Corporation
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.
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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 ‘worstcase 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.
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
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, 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.
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Exhibit 1-Integration Process Begins At Due Diligence1
Final
Approval
& signing
Due
Diligence
Draft Plan of Intent
Business
Strategy
Org
Structure
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
PREACQUISITION
1
Integration
Optimization
100+ days
Day 1 Plan
End State Definition
Discovery and Due Diligence
Cost and
Synergies
Integration/
Stabilization
100 days
Approved Plan of Record
High Level
Day 1 Plan
High Level
Project
/Scope Plan
Announce
to close
Note: The full acquisition/integration process can be found in Appendix A on page 29.
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Structure
Organization Structure
Acquisition Integration at Nordson Corporation will use a specific organizational
structure to drive the accomplishment of the project objectives. See Exhibit 2:
Exhibit 2-Steering Committee
Steering Committee
(Business Group Executive
+ Corp Dev + CI + HR)
Commercial
Integration Leader
Operations
Commercial
Human
Resources
M&A Integration
Manager
Supply Chain
Back Office /
Finance
Marketing
Communications
Pricing
IS / IT
The Steering Committee
Objective: to oversee 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
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
I N T E G R A T I O N
Review and approve monthly integration status report to CEO
Acquisition Integration Team
Commercial Integration Lead
Objective: Dedicated leader of the integration team. Drive the integration process,
providing leadership to the integration team and the newly acquired entity.
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 “Integration Complexity Matrix” (Exhibit 8, pg. 17).
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
M&A Integration Manager
Objective: Project Manager for the integration team. Manage the day-to-day integration
process and activities.
Selection Guidelines: Currently staffed by the permanent M&A Integration Manager
within Corporate Development
Responsibilities:

Participate in the creation of the integration plan and process

Coordinate, plan and track the integration effort
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
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
Functional Integration Team
Functional Team Leads
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
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
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A C Q U I S I T I O N

I N T E G R A T I O N
Provide a report-out at the “end” of the integration, on all members of
respective functional teams, for inclusion on annual performance reviews
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.
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 3 provides the governance and
decision-making hierarchy of the Nordson Integration Process.
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Exhibit 3-Integration Governance Matrix
Integration Governance Matrix
Initial Plan or
Changes to Plan
Business
Segment VP
Integration
Steering
Committee
Commercial
Integration
Lead
M&A
Integration
Manager
Integration
Functional Lead
Functional
Team and/or
participants
Integration Scope
Charter
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
Synergy Capture
Plan
A/P
A
A/P
C
Synergy Baseline
Changes
A/P
A
Issue Resolution
A
A/P
P
P
(program level)
(synergy initiative
level)
A/P
P
P
C
A/P
P
P
C
Governance Decision Authorities: P=Plan, A= Approve, C=Consult
Escalation path – Business Segment VP has final approval authority
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 is 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 are dependent 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.
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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 (Exhibit 8,
pg. 17) is a good tool for understanding the complexity that will be encountered
during the integration.
2. Clearly identify the appropriate level of integration at the beginning of the process.
There is no “one size fits all” solution when it comes to the degree of integration.
Identification of the level of integration needs to be early to help manage scope
“creep”. Managing the “in scope vs. out of scope” is an important part of
integration leadership. For guidance on integration types, see the “Standardizing
Deal Types Chart” (Exhibit 4) on the following page.
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Exhibit 4-Standardizing Deal Types Chart
Standardizing Deal Types helps to streamline, and guides focus of
integration on the critical elements
1
Investment
Thesis
Key value
drivers
Level of
Integration
Product tuck-in
Existing geography
• Fills out existing portfolio with
complementary products
• May also extend sales reach
• Economies of scale
• Cross Selling
• Possible capacity
rationalization
• HIGH
• Generally full integration
• If target provides new
channels, retain sales
personnel with key
relationships and capabilities
2
New Business
Existing geography
• Allows entry into product
category adjacency with higher
margins and higher growth
potential
• New value proposition
• Cross transfer of skills and
capabilities to drive scale
• Possible cross-selling
• Talent retention
• Cultural adaptation
• Moderate to high
• Selective to full integration
throughout commercial
functions and enabling (backoffice) functions
11
3
New Geography,
Conglomerate & Diversification,
Acquire R&D, technology, people
• Allow entry into new
geography with higher growth
potential
• New value proposition
• Cross-transfer of skills and
capabilities
• Talent retention: local
knowledge
• Cultural adaptation
• Low to Moderate
• Keep core functions separate
(at least initially)
• Selectively integrate certain
enabling (back-office) functions
• Consider building up certain
functions into new geographic
centers of excellence
A C Q U I S I T I O N
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Exhibit 5-Integration Pre-Planning/Draft of Intent
Final Approval &Integration
Optimization
Signage
100+ days
Due Diligence
Integration Pre-Planning / Draft Plan of Intent
High Level
Day 1 Plan
• Determine level of integration
• Identify key processes for integration plan development
• Begin Cultural Assessment
• Select Commercial Integration Lead
• Identify Functional team leads
• Begin development of communication strategy
End State Definition begins : Determine Level of Integration
Integration Pre-Planning/ Draft Plan of Intent
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.
Action Steps During Due Diligence:

Determine level of Integration
By identifying the type of integration, we can better prepare for the appropriate level
of integration and begin to identify resources during due diligence. As we become
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more efficient in our integration processes, we will gain the discipline and rigor for
each type of acquisition, with more defined checklists and tools.
The determination of the level of integration will be done by the business unit
leadership, corporate development staff and due diligence team. It is important that
everyone understands and uses this as guidance throughout the integration, to avoid
scope creep.
At Nordson, acquisitions generally fall into 3 main types.
1. Product Tuck-in, Existing Geography (high level of
integration)
Smaller companies with innovative products often have difficulty
reaching the entire potential market for their products. Nordson
may purchase companies and use our own larger scale sales force
to accelerate the sales of the smaller companies’ products. The
target may also help accelerate Nordson Corporation revenue
growth.
An example is 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.
2. New Business, Existing Geography (moderate to high
level integration)
A new technology or product is acquired, to put through
Nordson 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.
3. New Geography, Conglomerate & Diversification, Acquire
R&D, technology, people (low to moderate level integration)
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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.

Identify key processes for scoping the integration priorities
As part of due diligence responsibilities, each functional leader begins to identify
high-level priorities for their integration plan as documents are reviewed. Using the
Functional Work Stream Integration Planning Grid (Exhibit 6, pg. 14), the Due
Diligence teams begin to outline their high level priorities and the desired end-state.
In all integrations there are required integration priorities:
Human Resources – harmonizing benefits, labor contracts,
general policies and more, to unite into one cohesive system
Back office – Finance, Treasury, Tax, Global Trade, and
Product Compliance
IT/IS – facilitating combination of communications systems,
tools and support
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Exhibit 6-Functional Work Stream Integration Planning Grid
Functional Work Stream Integration Planning Grid
Functional Area
What is Critical to
Success?
Degree of Integration Required to
Achieve Mission Criticals
Risks of the
Integration Model
Mitigation Plan
Human Resources
Operations
Supply Chain
Pricing (?)
Sales and
Marketing
(Commercial)
IS/IT
Back Office/
Finance
Marketing
Communications
The priority of additional functional areas will be identified by the deal rationale and the
determination of potential synergy capture and value creation. All functional areas will be
identifying priorities for integration at this stage, as these priorities will drive the
functional actions plans.

Begin Cultural Assessment (details in development)

Select Commercial Integration Lead
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. One method
for identifying specific skills required is the ICG Grid. Using this
Integration Complexity Grid (Exhibit 8, pg. 17), nine attributes of the
integration are reviewed by the Business Unit VP, who is the sponsor of
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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”. Commercial lead may also be determined due to
geographic location, language capabilities, and/or other business needs.

Identify Functional Team Leads
Functional team leads will normally be identified during due diligence,
based on business needs, resourcing and the skill set required to achieve
the integration priorities that have been determined during pre-planning.

Begin Development of the Integration Communication Strategy
o Corporate Marketing Communications will lead the development
of the high level plan during due diligence phase.
o Types of communications media (intranet, Sharepoint folders,
bulletin boards, newsletters) identified as functional groups
determine priorities
At the conclusion of due diligence and the decision to move ahead for final approvals, all of
the pieces of the integration plan will be completed and the team will move ahead to begin
the formal planning for the integration.
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Exhibit 7-Integration Complexity Grid Overview
Integration Complexity Grid Overview:
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”.
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Exhibit 8-Integration Complexity Grid
Integration Complexity Grid
Characteristic of
Complexity
Category
Low (1)
Score
1-5
Comments
High (5)
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
>$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
4. Type of Acquisition 

5. Talent to Retain
6. Perceived
7.
enthusiasm to be
acquired
Level of
Process/Systems
Sophistication
8. Market Space
9.
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
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
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Exhibit 9-Integration Manager Selection Criteria
Integration Manager Selection Criteria
Level Required
Comments
H/L
Nordson Corporate Experience
Ability to communicate with all types of audience
(including foreign language skills)
Leadership competence, expertise/credibility
(ready access to sr. leadership)
Sense of urgency and action orientation,
entrepreneurial in approach
Ability to be an agent of change
Group facilitation and process skills
People and interpersonal relationship skills
Project Management skills
Conceptual and analytical abilities
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Integration Planning
From the functional work stream planning documents created during the intial planning
phase 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, the identified key business goals, and the
expected synergies.
Exhibit 10-Final Approval
Final Approval &
Signing
Announce
to close
Integration
Optimization
100+ days
Planning Phase: Integration Plan begins to take shape
• Announce Commercial
Integration Lead and integration team members
High Level
1 Plan
• Begin pre-closeDay
data
checklists to determine 100 day plan
• Assess key talent at target company
• Day 1 Plan development
• Validate synergies and develop synergy capture plan
• Communication Planning developed and approved
• Determine workshops/training details
• Design endgame and transition organizations
• Optimize integration plan via process mapping/dependency tracking
End State Definition : Level of Integration Determined
As we move to final approval and the closing of the transaction, the integration planning
begins and the final preparations are made including:

Announce Commercial Integration Lead & Integration Team Members

Begin data checklists, by function, for 100 day plan
Functional leads will begin their checklists for the integration plan, using
their high level priorities identified during pre-planning (due-diligence)
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process. This phase will begin the creation of individual work stream
plans. At this time the M&A Manager will open the “Smartsheet”
project planning. Smartsheet is a cloud-based collaborative project
management tool that will be utilized, enabling real-time access to the
current project management activities and secure access across the entire
integration team and corporate management.
The key work streams identified for the first 100 days of the integration
will accomplish the following:

Identify the high level tasks that must be completed during the first 100 days
of the integration, based on the acquisition priorities.
o Each of these high level tasks must also identify an “end-state” goal
that will signify the end of the integration process and the beginning
of the integration optimization or business as usual.


Utilize these priorities to identify the functional workstream resources that
will be required to achieve the end state goal.

Begin to build out action plans for the first 100 days of the integration.
Assess Key Talent at Target Company
Commercial Integration lead, business lead, and due diligence team will assess key
talent at target company, for retention and participation in integration work stream
activities.

Day 1 Plan development
Integration core team members (Commercial Integration Lead, M&A Integration
Manager and Functional Leads) begin the development of the Day 1 plan. This plan
will differ by the type of acquisition, location, etc.
Also, identification of any market activities that may impact the first 100 days must
be identified for resourcing of additional support, if necessary. These items may
include:
o Major trade shows, customer events,
o IT/IS activities
o Contracts/Commitments
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
I N T E G R A T I O N
Identify and Quantify Synergies
Each functional lead will be responsible for assessing and then finalizing synergies to
be achieved. The initial synergies identified during due diligence will serve as a basis
for the assessment. The end objective of this assessment will be a detailed synergy
capture plan with the timing and savings to be achieved. In addition, new synergy
opportunities may be identified and quantified during this phase.

Determine workshops/training details
Integration team leads to determine the participants, content and timing of any
required training. Training modules in development include: Sox Compliance,
Trade Compliance, HR related policies, SDP process, and Smartsheet training.

Communication Plan finalized and approved
Corporate Marketing Communications will create communication plans with
assistance from appropriate business unit departments. At this stage, the plan and
timing for hand-off to the business unit will be determined. See Communication
Plan Section.
By the time we are at closing, the final integration plan will be read for review and approval
by the Integration Steering Committee. The final 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

Calendar for integration activities

Key dates and deliverables

Meeting schedules
o The 100 Day Plan with specific tasks

This plan will be in the form of a Gantt Chart generated using
Smartsheet.
o Communication Plan

The Marketing Communication team will be managing the output of the
plan; however the content and deliverables are the responsibility of the
communication functional team and the M&A Integration Manager.
o End State Goals for moving from integration to business as usual
22
A C Q U I S I T I O N
I N T E G R A T I O N
Exhibit 11-Integration/Stabilization
Integration Optimization
100+ days
Integration/ Stabilization
100 days
Plan of Record - Execution
• Execute Day 1 Plan
• Conduct Integration Workshops
• Develop Action Plans by Functional and Synergy Areas
• Confirm Synergy Targets and Align with Integration Teams
• Begin Weekly Functional Integration Team Meetings
• Identify Cross-Functional Dependencies
• Begin Oversight Meetings with Status Dashboards
• Communication Plan fully activated
• Finalize End State Definition with initial targets for timing
Integration Management
Execution: Integration Management during Stabilization (100 Days)

Execute Day 1 Plan
Integration kick-off meeting and Day 1 plan implemented.
-
Finalize Action Plans and Integration team members to prioritize/establish key
functional work stream execution
Functional teams are responsible for the specific area of the Integration plan for their
work stream, working towards the identified “end-state” for completion at in 100 days.
These teams are responsible for refining and executing specific action plans and tracking
synergies, depending on integration priorities.

Conduct Integration Workshops
23
A C Q U I S I T I O N
I N T E G R A T I O N
Workshops will be conducted shortly after closing, as determined during the
planning process. The determination of who requires training is an on-going
process.

Confirm Synergy Targets and Align with Integration Teams

Begin Weekly Functional Integration Team Meetings
Weekly meeting will be held to by the Integration Project Manager, with the
functional leads, with the objective of discuss progress to plan, resolve
outstanding issues, identify dependencies that may arise, and answer
questions on activities occurring during the week. Initially these meetings will
be held weekly, and will be reduced as team progresses into the 100 day plan.
Action plans are always real-time in Smartsheet, so there is no need for
sending weekly reports. Each functional lead is responsible for their action
plan activities, and the project plan should be kept up-to-date for the weekly
meeting, so the entire team can review all progress during the teleconference.
See “Status Reporting Summary” (Exhibit 12, pg. 24).

Identify Cross-Functional Dependencies
Dependencies that cross two or more functional areas must be captured
during planning, and therefore, will be visible in the Gantt Chart for the
project. All team members must consider their key project tasks, the inputs
they need, the outputs they expect to deliver, and how these activities impact
other functional teams. Rather than focusing on simple “involved/notinvolved” measures indicating where people fall in a project’s decision
structure, we must capture and show how team members and their
responsibilities impact each other.
Functional leads need to continually monitor what inputs they depend on,
and what outputs they are responsible for delivering to others..

Begin Oversight Meetings with Status Dashboards
On a monthly basis, the integration team will meet for a comprehensive
review with the steering committee, and Business Segment VP, resulting in a
summary report submission to the CEO.
At this meeting, the detailed Action Plan Status Dashboard, Integration
Synergy Dashboard, and Integration Budget Dashboard will be reviewed,
and progress to plan will be evaluated. See “Status Reporting Summary”
(Exhibit 12, pg. 24).

Communication Plan fully activated
24
A C Q U I S I T I O N

I N T E G R A T I O N
Finalize End State Definition with initial targets for timing
All action plans must have a target date determined for the “end state” of
the integration. The date may be adjusted due to dependencies and issues
arising during activities, however, we to avoid confusion, scope creep and
rolling delays, end state definitions and timing is required.
Exhibit 12-Status Reporting Process Summary
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
25
• Submit Board Report
(Summary Sheet from
Monthly Report)
A C Q U I S I T I O N
I N T E G R A T I O N
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,
which may include all, or any appropriate number of the following deliverables:

Employee Communication
26
A C Q U I S I T I O N






I N T E G R A T I O N
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
*specific contents depend on location and business unit
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.

Initial Announcement: Develop and send an announcement communication to
newly acquired company strategic customers.
27
A C Q U I S I T I O N


I N T E G R A T I O N
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.
Customer Letters / 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.

Customer Feedback: Develop process for addressing customer concerns and
questions with feedback loop to FAQs

Ongoing Communications: Develop targeted, multi-channel customer “onboarding”, retention and potential cross-selling.
Media Communications and Public Relations
A media and public relations campaign is often the best way to gain overall support for
acquisitions, and may 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, and social
media
Social Media:
Update Social Media policy (2010)
28
A C Q U I S I T I O N
I N T E G R A T I O N
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.
For more information regarding Nordson Foundation, navigate to the
following websites:
http://www.nordson.com/en-us/aboutnordson/community/pages/nordsoncorporationfoundationwelcomepag
e1.aspx
http://www.nordson.com/EN-US/ABOUTNORDSON/COMMUNITY/Pages/About-the-Foundation.aspx
Additional Marketing Support to consider in Communication Planning:
Branding: Execute the branding plan as described in the process (see Exhibit 13
Acquired Brand Decision Tree Tool). Depending on scope, standardized
graphic guidelines must be communicated internally and externally.
29
A C Q U I S I T I O N
I N T E G R A T I O N
Exhibit 13-Acquired Brand Decision Tree Tool
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:





Collateral
Media
Direct Marketing
Marketing campaigns and promotions
Promotional items
 Events (trade shows, receptions, etc)
30
A C Q U I S I T I O N
Summary of Acquisition/Integration Process
Summary of Acquisition/Integration Process
Opportunity
Evaluation
Business
Case,
Valuation, &
Analysis
PreApproval &
Terms
Final
Approval
& signage
Due
Diligence
Draft Plan of Intent
GTM
Strategy
High Level
Project
/Scope Plan
Cost and
Synergies
Product
Strategy
Org
Structure
Integration/
Stabilization
100 days
Integration
Optimization
100+ days
Day 1 Plan
End State Definition
Business
Strategy
High Level
Day 1 Plan
Announce
to close
Plan of Record
Discovery and Due Diligence
Appendix A.
I N T E G R A T I O N
Detailed
Project Plan
Cost and
Synergies
Work stream
Work stream
Work stream
Work stream
Org
Structure
Work stream
Work stream
Estab. Team
& Gov.
Integration Management
Project Management
31
A C Q U I S I T I O N
Appendix B.
I N T E G R A T I O N
Integration Communications
Integration Communications – Customers
Objective: An ownership change can cause anxiety among existing customers. Assure strategic customers that the
change is positive and will have minimal impact on relationships.
Who Needs the
Communication Audience
What needs to be
communicated
Description of
Content
Who is
responsible for
generation
Type/format of
Comm.
When or
Frequency
Target Company
Strategic Customers
Announcement of
acquisition with
Nordson welcome
with high level info.
What does the
acquisition mean and
how will it affect dayto-day operations
BU Marcom
Executives make
calls to c-suite
counterparts
Closing
All customers at
Target company
Announcement of
acquisition
Press release info
with answers to
relevant questions
Corporate Marcom
Email and/or
letters to all
customer contacts
Closing
32
A C Q U I S I T I O N
I N T E G R A T I O N
Integration Communications – Employees
Objectives: A sale announcement will be unsettling to employees, and traumatic to some. It’s human nature to
initially perceive change as a negative. We must work to position as a positive and be reassuring. This well help to
alleviate fears to increase morale, maintain quality and discourage defection.
Who Needs the
Communication Audience
What needs to be
communicated
Description of
Content
Who is
responsible for
generation
(content)
Type/format of
Comm.
When or
Frequency
Target Company
Employees
Announcement of
acquisition with
Nordson welcome
with high level info.
Why company sold?
What can I expect in
the coming weeks?
Who is Nordson and
where do I get more
info.
Corporate MarCom
All Employee
Meeting and/or
Teleconference
with posted packet
of info
Closing
All Nordson
Employees, including
new employees
On-going updates on
integration activities.
Solicit feedback to
support employee
morale
Progress of
integration,
developments,
impacts, copies of
customer
communications
MarCom Integration
Leads
Email / Intranet site
if available,
Postings (bulletin
boards)
Weekly /
updated
internal
website with
FAQ
All Nordson
Employees – more
detailed info to
affected BU customer
facing employees
Talking points on the
deal rationale, list of
contacts for further
info.
Information relevant
to the deal, help
employees to answer
questions from
customers
Corporate Marcom
Email or Intranet
site if available
Once at
closing,
Intranet post
and update
33
A C Q U I S I T I O N
I N T E G R A T I O N
Integration Communications – General Public
Objective: Control the acquisition message and get it out ahead of any press coverage
Who Needs the
Communication Audience
What needs to be
communicated
Description of
Content
Who is
responsible for
generation
Type or format of
Communication
When or
Frequency
General Public
Acquisition details…
the standard, who,
what, where, when
and why
Press Release
content
Corporate
MarCom
Press release to all
outlets listed on
media distribution
list.
Once, at
closing
34
A C Q U I S I T I O N
Appendix C.
I N T E G R A T I O N
Action Plans
Human Resources
Employee Data in Workday
PTO transition planning
Compensation Planning
Employee Data Collection and Actions
Holiday Schedule Finalized
Payroll
Legal Documentation Review
HR Processes and Administration
HR Policies and Training
Workplace Safety Issues
Insurance and Administrative Services
D & O Insurance
Determine date when company is included in Nordson's insurance program
Determine on-going status of Life Insurance Policy
Introduce Nordson Travel Services
Business Travel Accident Insurance
Information Systems (IT/IS)
Order WAN circuits
Exchange Active Directory Information
Evaluate existing IP addresses, make recommendations
Complete high level security audit to identify gaps
Inventory, then evaluate current computer environment
Identify existing IS support organization - gap analysis
Migrate Users and PCs
Complete Integration scope document for Phase II
Supply Chain Management
Complete thorough financial & operational assessment of the major & critical
suppliers
Conduct assessment of purchasing organization, systems & methods
Preliminary assessment of supplier sourcing potential opportunities
35
A C Q U I S I T I O N
I N T E G R A T I O N
Legal
Elect new Officers and Directors
Inform Nordson's insurance representative of new Officers and Directors for inclusion
in D&O policy
Introduce the legal department via PowerPoint presentation and via phone
Phone interview with company employee(s) who are most familiar with litigation (past
and present) and any other legal matters concerning the company
Contact existing outside attorneys and discuss procedures for ongoing litigation
Revoke POAs for bank accounts and any other purposes
Get consent on any contracts that require consent upon change in control
Confirm whether any other contracts, permits, etc. need consent to assign
Examine terms and conditions of customer/supplier agreements for better
understanding of those conditions
Lease -- complete statement of conditions
Confirm terms of 401(k) plan
Customer audits showing major concerns surrounding unapproved supplier of
calibration services and lack of clarity regarding the use of conditionally-approved
suppliers. Minor concerns re the need for better documentation of records and
improper validation of automated equipment.
If products will be sold into Europe, need to obtain compliance with EU standards
(make an analysis and begin process within first 100 days).
If products will be sold into Canada, compliance with Canadian standards should be
obtained.
Intellectual Properties
Employee Agreements (key employees signed)
Patents
Trademarks
Domain Names
Global Trade Compliance
GTC Trainings and Assess Risk Environment
General Information
Detailed Export Information
ECCN (ECN) Supplier Polling
Detailed Import Information
Denied Trade Screening Process Review
Free Trade Programs Process Review
Trainings Programs Review
Harmonized Tariff Schedule Classifications Process Review
Country of Origin Process Review
36
A C Q U I S I T I O N
I N T E G R A T I O N
Environmental Compliance
Visit Acquisition Facility – Meet and Greet of facility and environmental personnel
and general program and information exchange
Compliance Audit to regulations and Best Practices
Gap analysis and development of environmental compliance plan
Prioritize immediate actions, Improvement plan Development and Implementation
Ongoing maintenance of program
All acquisitions facilities incorporated into annual program
Product Compliance
Visit Acquisition Facility - Meet/Greet w/product compliance personnel and general
program/info exchange
Compliance Audit to Regulations & Best Practices
Gap Analysis and Develop Product Compliance Plan
Prioritize immediate actions, Improvement Plan Development and Implementation
Maintenance of Program
All acquisitions facilities incorporated into annual program
Safety and Security Compliance
Visit Acquisition Facility - Meet/Greet facility/safety/security staff & general
program/info exchange
Compliance Audit to Regulations & Best Practices
Gap analysis and development of Safety & Security compliance plan
Prioritize immediate actions, Improvement Plan Development/Implementation
Maintenance of Program
All acquisitions facilities incorporated into annual program
37
A C Q U I S I T I O N
I N T E G R A T I O N
Finance
Provide copy of NDSN Financial calendar
Provide flash sales template and instructions to acquired company
Provide sales update template and instructions acquired company
Insurance and travel call with Manager of Insurance and Administrative Services
Provide historical regional sales data to Corp Acctg
"Cash call" with Treasury
Opening Balance Sheet/ Proforma Information
Leases
Q4 sales forecast
Q4 P&L forecast
Provide backlog report templates and instructions
Determine company code and LOB
Obtain last 52 wks sales and shipments for historical backlog reporting
BPC training
Intercompany transfer pricing
OH meet and greets
Financial close in BPC
Year End Reporting Package
U.S. GAAP Policies
Treasury
Bank Account & Electronic Transfers Documentation
Convert bank accounts to Key Bank as needed
Treasury Questionnarie - Foreign Exchange, Retiremement Plan, and Real Estate
Tax
38
A C Q U I S I T I O N
Appendix D.
I N T E G R A T I O N
Functional Action Plan
Integration of an Acquired Company to Comply
with Nordson Corporation IP Practices
Projected
Completion
Date
TASK
Employee Agreements
I.
A.
B.
Determine if current Employee Agreements exist and/or are acceptable.
For all key/critical employees (i.e. sales, technical, managerial) who do not have a sufficient Employee Agreement, they
will need to sign Nordson's standard Employee Agreement.
Patents
II.
A.
B.
C.
D.
E.
Determine what Patent decisions require immediate attention.
Review current and recent developments for potential inventions (patent applications) - meet with engineers.
Institute invention disclosure process.
Review any IP licenses that are in place which require the ongoing payment of royalties or other ongoing activities.
Review any IP development agreements that are in place which require ongoing activities.
F.
G.
H.
I.
J.
K.
Execute assignment documents for all patents and pending applications to transfer them to Nordson Corporation.
File Executed patent assignment documents with the Patent office(s).
Identify who will be responsible for IP matters (contacts)
Establish PFC meetings and standard countries.
Seminar on Patents.
Meet with current patent attorneys?
L.
Determine which associate law firm will handle patent prosecution, both current and future.
Transfer/copy Patent files (physical/electronic) to Nordson Patent Department, especially any pending patent applications
and original Patents.
Determine if there are engineering locations that may be subject to national inventor laws (i.e. Germany) and determine if
an inventor compensation program is in place and/or sufficient.
Transfer/copy all IP due diligence files to General Legal's acquisition files.
M.
N.
O.
39
Completion
Date
A C Q U I S I T I O N
I N T E G R A T I O N
Projected
Completion
Date
TASK
Trademarks
III.
A.
B.
C.
D.
E.
F.
Execute assignment documents for the transfer of all trademarks to Nordson Corporation.
File executed trademarks assignment documents with Trademark offices.
Review trademark portfolio to determine if additional trademark applications need to be filed in the U.S. and/or foreign
countries.
Institute trademark clearance procedures.
Review actual trademark usage.
Seminar on Trademarks.
G.
Obtain copies / original Trademark files and Trademark certificates.
Domain Names
IV
A.
B.
Determine what domain names are owned and determine how they will be maintained.
Transfer domain names to Nordson Corporation.
Secrecy Agreements
V.
A.
B.
C.
D.
Establish procedures for the handling of NDA's.
Establish who can sign NDA's.
Provide standard secrecy agreement forms (To/From/Exchange).
Give a seminar / webinar on NDA's.
Sales Terms & Conditions
VI.
Review T & C’s with General Legal and institute Nordson patent indemnification clause.
Supplier Agreements
VII.
Review existing supplier agreements - amend / use Nordson template.
40
Completion
Date
A C Q U I S I T I O N
I N T E G R A T I O N
Projected
Completion
Date
TASK
Publication Clearance
VIII.
Institute publication clearance procedures.
41
Completion
Date