Page 43 - SONEPAR 2021 - AcquisitionBook

PHASE 1:
STRATEGIC ANALYSIS
7.1.3
PHASE 2:
EXPLORATORY PHASE
PHASE 3:
LETTER OF INTENT
PHASE 4:
DUE DILIGENCE
PHASE 5:
SALE & PURCHASE AGREEMENT
PHASE 6:
CLOSING
PHASE 7:
INTEGRATION & FOLLOW-UP
Integrate the company
IMPLEMENT THE INTEGRATION
Potential synergies identified can be put in action after the CLOSING. Each acquisition will have different synergies and will need to be on a case-by-case basis, but some examples could be:
➜ expanding sales to new customers;
➜ logistic costs and flows;
➜ cost reduction opportunities in the back-office;
➜ plan branch and network adjustments if needed;
➜ digital integration (connection to global database, use of digital development centers, etc.).
(see section 2.3.2 for a comprehensive list of synergies).
7.1.4 INTERNAL AUDIT REVIEW
On an ad hoc basis, Internal Audit can perform a review (advisory engagement) of the integration plan to ensure its consistency with
7.1.5 POST-CLOSINGFOLLOW-UP
All post-CLOSING items set forth in the signed SPA and ancillary documents shall be followed up in close coordination with Regional and Country legal counsels.
Integration should first focus on “quick-wins” implementation.
PRIORITIZED BASED ON VALUE
High value but
more complex implementation
INITIAL FOCUS
High-value quick wins
NO FOCUS
Low value and hard to implement
EASE OF IMPLEMENTATION
Easy to implement but low value
EASE OF IMPLEMENTATION
the BUSINESS CASE and ACQUISITION SHEET presented to the INVESTMENT COMMITTEE for validation.
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In this regard, a memo must be drafted with the key point of the CLOSING documents, such as:
➜ ESCROW, insurance, or bank guarantees mechanism: follow INDEMNITIES, REPRESENTATIONS & WARRANTIES (including time limit) or accounts receivables payments;
➜ follow price adjustments, retention bonuses, EARN OUTS and PUT & CALL OPTION periods.
SONEPAR - ACQUISITION MANUAL - 2021 - FOR INTERNAL USE ONLY 41
VALUE