1. Approach and Structure for a Successful Integration

2. About this Document Objectives Contents
To communicate the current thinking on the integration approach and structure for successful integration
To solicit feedback and input on the approach
Contents
Integration Guiding Principles (Example)
Integration Approach Objectives
Integration Approach Overview
Integration Team Structure & Phase Overview
Integration Project Roadmap

3. Integration Guiding Principles
CUSTOMERS FIRST. We must take actions that prove to our end customers, consulting engineers, and reps that they are important to our success as a combined firm. RESPECT FOR PEOPLE. We must treat each other with respect and integrity and be honest in our communications with each other and our employees. SPEED TO VALUE. We must execute quickly to ensure the theoretical value and synergies we see in the combination are translated to real and measurable business results.
EXAMPLE

4. Objectives of the Integration Approach
Provide forum for clear decision making and risk management
Logically structure the work so that accountabilities are clear even though the organization is not yet fully defined
Facilitate rapid yet thoughtful planning for the achievement of synergies
Enable efficient communications and coordination among teams, functions, and business processes
Facilitate a rapid integration that starts immediately upon transaction close

5. Integration Vision and Strategy
Vision: Integrate the two companies in an aggressive time frame that allows the companies to quickly realize the synergies and maximize shareholder value
Strategy: Under the direction of the Steering Committee, an Integration Management Office (IMO) will be established to manage and implement multiple concurrent integration work streams focused on:
Achieving synergy targets through good execution and tight financial control
Consistent and candid communication
Prompt issue escalation and resolution
Continuing business operations without disruption
Reporting progress in a consistent manner at appropriate levels of detail for all stakeholders
Engaging resources early and often to collaborate on the effort

6. Integration Approach Overview
We envision a four-phased integration approach to complete the transition to the combined company
Pre-planning (announcement through kickoff)
High-level planning (kickoff through January 15)
Detailed planning (complete prior to close)
Implementation (post close)
Integration teams have been identified that map to key value drivers of the deal and functional areas. These teams will develop plans for a new, combined operating model and plans to transition to that model.
Initial integration activities focus on completing discovery and defining the high-level operating model for the new firm.
Implementation of the plans (and the realization of synergy objectives) will be carried out post close by the new organization.
Source products from regional “Centers of Excellence”
North America UV – Canada
North America Ozone – Charlotte
Europe UV – Germany
Europe Ozone – Germany
Rationalize product portfolio to reduce overlap
Rationalize the rep networks in N.A.
Pursue global purchasing for critical items
Standardize financial reporting, but consolidate on regional systems in N.A. and Europe
Re-brand NewCo in conjunction with merger

7. Overview of Integration Process
4 Weeks
6 Weeks
TBD
Announcement
Close

8. Executive Project Sponsor Integration Management Office
Integration Structure
An IMO includes functional leaders who liaise to top executives directly or via a Steering Committee (depends on company and deal size).
Executive Project Sponsor
Division GM
Steering Committee
Decision
Makers &
Escalation
Integration Management Office
Acquired Co.
Functional
Resources HR
Functional
Resource
Sales
Functional
Resource IT
Functional
Resource
Accounting
Functional
Resource
Primary
Participants in
the Integration
Project “
Ideally all functional areas being integrated should be represented in the IMO.

9. Steering Committee Responsibilities
Determines top priorities and timelines for the integration
Define and communicate combination objectives/parameters (including known integration strategies and synergy targets)
Articulate guiding principles
Monitor progress of the deal, due diligence, and integration teams
Receive regular updates
Report progress to the Board
Anticipate, assess, and manage risks
Remove roadblocks, make decisions and resolve issues for top-level priorities
Core Members
CEOs/Presidents
Operating Executives
CFOs
CIO
Legal Counsel
Senior Executive HR
Integration Manager
Additional Participants (as needed)

10. Integration Management Office
Communications lead
Synergy program manager
Administrator
PRITCHETT consultant
Integration manager*
Responsibilities
Provide tools & templates to facilitate planning
Set-up appropriate forum for communication/linkage/review
Oversee development and executions of plans of plan
Assist in tracking and resolving issues
Manage and mitigate project risks
Support the Steering Committee and Board, and monitor progress against integration objectives
* Indicates team leader and coordinator.

11. Shareholder Approvals
Overview of Integration Approach (DRAFT FOR DISCUSSION)
October
November
December
January
February
March
April
Close?
Day 1?
DOJ Review
Close?
Day 1?
File Merger
Application
HSR Second Request?
HSR Comfort
/Approval?
Announce
Earliest
Possible
Most
Probable
Deal Milestones
Shareholder Approvals
Comfort on
Shareholder
Approval?
Formal
Shareholder
Approval
File S4 with SEC
Regulatory Approvals
Define Integration
Approach
High-Level Planning
(Define the Future State)
Detailed Planning
(Define Transition Plans)
Finalize
Plans &
Accountabilities
Implement
Integration
Kick-off
Steering Committee
Team Review Session
Augment/Restructure
Teams as Needed
Team Review Session
Define Staffing & Selection Process
Approve and Communicate Process
Tier 1 Selection
Identify Day 1 Resource Actions
Tier 2 Selection
Day 1
Resource
Actions
Org, Culture and
Communications
Charter Comm. Team
Independent communications
Coordinate Core Messages
Regular Communications Per Plan
Kick-off
Comm. Team

12. Issue Resolution Strategy
Standard issues & risks sheets will be used in each work stream.
IMO will flag unresolved high-priority issues and escalate them to the Steering Committee
Major high-priority or critical issues will be decided upon by Steering Committee

13. Steering Committee 3 to 4 hour Meeting
Meeting Objectives
Discuss Role of the Steering Committee
Briefly review and discuss Integration Best Practices and Philosophy
Collect input and agree on the integration approach, team structure, timeline, key considerations, guiding principles, rules of engagement, reporting, and decision rights/responsibilities
Formalize “non-negotiables” (integration decisions made)
Collect input on “integration complete”
Define next steps

14. Steering Committee 3 to 4 hour Meeting (Continued)
Meeting Flow
Welcome &
Introduction
10 Min
Meeting Objectives
and Overview
(PRITCHETT)
5 Min
Integration Best
Practices
(PRITCHETT)
Philosophy
Counter Intuitive Moves
Communications
30 Min
Integration Approach
Roadmap, structure and role of SC
Guiding Principles
Rules of Engagement
90 Min
Non-Negotiables
PRITCHETT Facilitates
Formalize “knowns”
45 Min
Integration Complete
PRITCHETT Facilitates
Facilitated discussion regarding the finish line
30 Min
Next Steps
(All)
30 Min
Team Leads Kickoff Meeting Approach

15. Team Leads Kickoff Meeting Attendees IMO Team Members
Team Leads for Each Integration Team
Meeting Objectives
Orient team leads to the integration approach, assumptions, structure and expectations
Review rules of engagement
Get some work done
Team Charters
Begin Discovery/Comparative Analysis Discussions

16. Team Leads Kickoff Day 2 Welcome and Introduction 8:30 AM
Integration Approach
Day 1 - Evening
8:45 AM
Meet and Greet
5:30 PM
Synergy Model and
Expectations
9:45 AM
Team Planning
Process Steps/Tools
Dinner
(Welcome/Opening
Remarks)
6:30 PM
10:30 AM
Team Breakouts
Charter
Comparative Analysis
Working Assumptions
11:00 AM
Plan / Expectation
Setting for Tomorrow
8:00 PM
Breakout Debrief
3:00 PM
Adjourn
8:30 PM
Wrap-Up and
Next Steps
4:00 PM
Adjourn
5:00 PM