DATA INTEGRATION Defensibly reducing your data during Mergers, Acquisitions & Divestitures. Ronke Ekwensi Tuesday May 19, 2015 MER Session 12

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1 DATA INTEGRATION Defensibly reducing your data during Mergers, Acquisitions & Divestitures Ronke Ekwensi Tuesday May 19, 2015 MER Session 12

2 My Background Ronké Ekwensi is a Managing Director in the Legal Management Consulting practice and leads the Information Governance and Data Integration service lines. 25 years of experience with a multi disciplinary background in information governance, data integration, legal and compliance program implementation, business strategy and operations. Industry experience includes bio pharmaceutical, energy, technology, consumer electronics, financial services and management consulting sectors.

3 Deal Background Commercial integration lead for $500M strategic alliance in Japan 2012 Data integration lead for $3.6 billion acquisition 2011 Data integration lead for $68 billion acquisition 2010 Divesture of consumer health business to separate entity 2006 IT due diligence lead for potential acquisition in Jamaica 1997 IT lead for 3 way collaboration for an electric & gas utility 1996

4 Agenda Why companies do deals Data integration challenges What is data integration Benefits of data integration Successful data integration Questions

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6 Why Companies Do Deals Driving value through synergy: Increased product line & improved market share Harmonization of people Elimination of redundant / unnecessary processes and facilities & technology Economies of scale Above the Line Revenue Realize Value Below the Line Costs Achieve Synergy

7 M&A Partners 2014 survey Integration is still rated the highest risk deal phase.m&a Partners 71% effectiveness level of overall integration, Very Poor, Poor or Average 68% company overall M&A capability and readiness, Very Poor, Poor or Average 55% company experienced value erosion, business disruption, unanticipated negative synergies in more than 25% of deals Comprehensive integration strategy framework One of top 3 breakthrough practices for: Revenue synergy capture Minimizing value erosion

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9 Example Data Integration Challenges Records required to defend an IP enforcement litigation could not be located post acquisition. Production of documents 2 years into litigation called into question integrity of e discovery process Incompatible retention policies and systems delayed decommissioning of system resulted in over retention and unplanned costs IT came to Legal and asked Legal what to do with 80TB of data for divesting entity day before deal close resulted in over retention and increased risk Large cache of backup media discovered in a closet post close

10 What is Data Integration? The process by which organizations achieve synergies through the selective reduction of information; taking into account, legal and regulatory obligations while seeking opportunities to reduce total cost of information. It requires: Careful assessments of risks A partnership across organizational silos Understanding of technology synergy targets Focus on opportunities to reduce and harmonize Data Synergy 1

11 Why Data Integration? Identify risks early Evaluate maturity of target s IG (privacy, data security, ediscovery) Ensure regulatory compliance Determine opportunities for defensible disposition Increase success with mitigation strategies Greater cost certainty for the deal

12 The Data Integration Framework

13 Successful Data Integration Structure & Governance Successful data integration requires collaboration from many elements of the organization, but requires champions from the Legal & Finance department Legal Department IT HR/ Employment Law Compliance Procurement RIM Finance Outside Counsel Shifting from Reactive to Proactive and Enabling

14 Critical tools for Successful Data Integration Requires a structured disciplined approach with clear strategic objectives: Data Integration Value Drivers Data Integration Playbook Data Integration diligence questionnaire Data Integration starts here Phase 1 Strategy/Targeting Screening Phase 2 Valuation Due Diligence Phase 3 Deal Structure Negotiation/Close Phase 4 Integration/ Post Integration The sooner you get a seat at the table the higher the probability of achieving or exceeding the organization s synergy goals

15 Driving value through data integration Rationalize data landscape Reduce enterprise risk Increase productivity Enable future state model Identify and target data containers that enable enterprise value

16 Playbook a step by step approach Compile your wisdom into a Playbook Describes specific approaches required to achieve your goal Identifying Estimating Analysis Accountability Reporting/Communications Hand offs Documentation Playbooks improve efficiency, drive consistency and accelerate the process

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18 Due Diligence Due Diligence a comprehensive appraisal of a business undertaken by a prospective buyer, especially to establish its assets and liabilities and evaluate its commercial potential Data IS an asset and can also be a liability Emphasize the role of RIM in due diligence Compile your questionnaire ahead of time Engage key players in the enterprise M&A legal team Finance Integration execution teams IT

19 Due Diligence from a RIM perspective Due Diligence a comprehensive appraisal of the target s data landscape by a prospective buyer, especially to identify risks and opportunities and evaluate synergies

20 Data Integration Case Study Acquisition of drug manufacturing company Data integration team commissioned as part of the due diligence process Data integration opportunities found in the following areas: People Harmonized e Discovery groups resulting in elimination of $1.5M in headcount costs Reduced records management group resulting in $2M savings Tape backups Identified opportunity to reduce litigation related tape acquisition cost resulting in $15M savings and storage avoided costs of $1.5M Risk informed harmonization of s resulting in avoided storage costs of $20M Hard copy records Consolidated storage of paper records into company owned warehouse resulting in $2M savings Electronic Discovery reduced discovery related hosting charges

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