Mergers & Acquisitions: The Sell Blueprint

For IT leaders who want to have a role in the transaction process when their business is engaging in an M&A sale or divestiture.

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Mergers & Acquisitions: The Sell Blueprint visualization

IT faces these common obstacles when suggesting, engaging in, or delivering on divestitures or M&A sales:

  • IT is unaware of transformational considerations of the organization.
  • IT is highly dependent on all components of its structure to operate and meet business objectives.
  • Business partners do not value IT’s input on the transaction.
  • IT is at risk of losing top talent due to high levels of uncertainty.
  • The business does not trust IT to provide compliant and accurate information to support due diligence.
  • There is a lack of transparency in communication to IT when it comes to the true goal and rationale behind the transaction.
  • IT was not brought into until post-transaction and has been forced to react to the situation.

The goal is to establish IT as a valuable partner and driver of the divestiture/sale process by:

  • Ensuring that IT can arrange to separate any necessary components effectively.
  • Developing a project plan to ensure a successful and repeatable delivery of a separation or reduction.
  • Complying with due diligence requirements.
  • Communicating effectively to staff, retaining top talent, and ensuring smooth transition of employees.
  • Collaborating to identify how IT will support the transaction execution.
  • Delivering on service agreements drafted during the sale.
  • Enabling the realization of the transaction value for all organizations.

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Module 1: Pre-Transaction Discovery & Strategy

The Purpose

  • Establish the transaction foundation.
  • Discover the motivation for divesting or selling.
  • Formalize the program plan.
  • Create the valuation framework.
  • Strategize the transaction and finalize the M&A strategy and approach.

Key Benefits Achieved

  • All major stakeholders are on the same page.
  • Set up crucial elements to facilitate the success of the transaction.
  • Have a repeatable transaction strategy that can be reused for multiple organizations.

Activities: Outputs:
1.1 Conduct the CIO Business Vision and CEO-CIO Alignment diagnostics.
  • Business perspectives of IT
1.2 Identify key stakeholders and outline their relationship to the M&A process.
  • Stakeholder network map for M&A transactions
1.3 Understand the rationale for the company's decision to pursue a divestiture or sale.
1.4 Assess the IT/digital strategy.
1.5 Identify pain points and opportunities tied to the divestiture/sale.
  • Business context implications for IT
1.6 Create the IT vision statement and mission statement and identify IT guiding principles and the transition team.
  • IT’s divestiture/sale strategic direction
1.7 Document the M&A governance.
  • Governance structure
1.8 Establish program metrics.
  • M&A program metrics
1.9 Create the valuation framework.
  • IT valuation framework
1.10 Establish the separation strategy.
  • Separation strategy
1.11 Conduct a RACI.
  • RACI
1.12 Create the communication plan.
  • Communication plan
1.13 Prepare to assess target organizations.
  • Prepared to assess target organization(s)

Module 2: Mid-Transaction Due Diligence & Preparation

The Purpose

  • Establish the foundation.
  • Discover the motivation for separation.
  • Identify expectations and create the carve-out roadmap.
  • Prepare and manage employees.
  • Plan the separation roadmap.

Key Benefits Achieved

  • All major stakeholders are on the same page.
  • Methodology identified to enable compliance during due diligence.
  • Employees are set up for a smooth and successful transition.
  • Separation activities are planned and assigned.

Activities: Outputs:
2.1 Gather and evaluate the stakeholders involved, M&A strategy, future-state operating model, and governance.
  • Stakeholder map
  • IT strategy assessed
  • IT operating model and IT governance structure defined
2.2 Review the business rationale for the divestiture/sale.
  • Business context implications for IT
2.3 Establish the separation strategy.
  • Separation strategy
2.4 Create the due diligence charter.
  • Due diligence charter
2.5 Create a list of IT artifacts to be reviewed in the data room.
  • Data room artifacts
2.6 Create a carve-out roadmap.
  • Carve-out roadmap
2.7 Create a service/technical transaction agreement.
  • Service/technical transaction agreement
2.8 Measure staff engagement.
  • Engagement assessment
2.9 Assess the current culture and identify the goal culture.
  • Culture assessment
2.10 Create employee transition and functional workplans.
  • Employee transition and functional workplans
2.11 Establish the separation roadmap.
2.12 Establish and align project metrics with identified tasks.
2.13 Estimate integration costs.
  • Integration roadmap and associated resourcing

Module 3: Post-Transaction Execution & Value Realization

The Purpose

  • Establish the transaction foundation.
  • Discover the motivation for separation.
  • Plan the separation roadmap.
  • Prepare employees for the transition.
  • Engage in separation.
  • Assess the transaction outcomes.

Key Benefits Achieved

  • All major stakeholders are on the same page.
  • Separation activities are planned and assigned.
  • Employees are set up for a smooth and successful transition.
  • Separation strategy and roadmap are executed to benefit the organization.
  • Review what went well and identify improvements to be made in future transactions.

Activities: Outputs:
3.1 Identify key stakeholders and outline their relationship to the M&A process.
  • M&A transaction team
3.2 Gather and evaluate the M&A strategy, future-state operating model, and governance.
  • Stakeholder map
  • IT strategy assessed
  • IT operating model and IT governance structure defined
3.3 Review the business rationale for the divestiture/sale.
  • Business context implications for IT
3.4 Establish the separation strategy.
  • Separation strategy
3.5 Prioritize separation tasks.
3.6 Establish the separation roadmap.
3.7 Establish and align project metrics with identified tasks.
3.8 Estimate separation costs.
  • Separation roadmap and associated resourcing
3.9 Measure staff engagement.
  • Engagement assessment
3.10 Assess the current culture and identify the goal culture.
  • Culture assessment
3.11 Create employee transition and functional workplans.
  • Employee transition and functional workplans
3.12 Complete the separation by regularly updating the project plan.
  • Updated separation project plan
3.13 Assess the service/technical transaction agreement.
  • Evaluated service/technical transaction agreement
3.14 Confirm separation costs.
3.15 Review IT’s transaction value.
3.16 Conduct a transaction and separation SWOT.
  • SWOT of transaction
3.17 Review the playbook and prepare for future transactions.
  • M&A Sell Playbook refined for future transactions

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