1. Merger
integration
Asean hub:
Value creation in M&A
Photocredit:SingaporeTourismBoard

2. 1Our point of view
2EY integration
approach
3Why EY
4Case studies
1
3
9
11

3. 1Merger integration Asean hub: Value creation in M&A |
1Our point of view
Globally and across Asia-Pacific, M&A deal
activity has been on the rise, with 12,283
deals worth US$2.2t from in the first three
quarters of 2016. The reasons for such robust
deal-making appetite are threefold:
• Organic growth is difficult to achieve
• Massive structural shifts across several
industries are making consolidation and
alliances a viable growth option
• Dominance by the top two or three major
players of any industry’s profit pool is driving
consolidation intentions
In addition, strong balance sheets, low cost
of debt and availability of cash reserves are
making it conducive for deal-making in Asia.
Deal
rationale
“M&A remains a strong option to
accelerate strategic plans and offers
the prospect of game-changing
competitive advantage.”
EY Global Capital Confidence Barometer,
Southeast Asia edition, May 2016
“ Think big and act bold.”
Vikram Chakravarty
The Business Times, 17 March 2015
Growth
Market expansion
or entry
Scale
Top two players have
two-third of the profit pool
Synergies Value through M&A
Capability
Gaining access to new
technologies, skills,
patents and people
Defence
Strategic stakes to
offset threat, future
bargaining power
The May 2016 issue of the EY Global
Capital Confidence Barometer, Southeast
Asia edition, found that deal appetite of
executives in the region continues to be
strong, with 40% of executives planning to
enter into alliances with other companies
and 74% of them considering cross-border
investments.
Source: MargerMarket analysis, EY Global Capital Confidence Barometer
Top reasons for entering into M&A

4. 2 | Merger integration Asean hub: Value creation in M&A
35%
30%
25%
20%
15%
10%
5%
Failure in strategy
Failure in M&A deal
Failure in integration
Reasonsforlossofdealvalue
Totalshareholdersreturn(TSR)
attheendofFY15
” Value is lost from failure in execution, not strategy.
Firms need to ‘de-risk’ the investment, capture value
through synergies and control the process through
strong governance and control.”
Vikram Chakravarty, EY Asean Leader, Transaction Advisory Services
66%
20%
14%
• Lack of deal strategy
or low strategic fit
• Synergies not achieved
• Lack of integration
plan or philosophy
• Failure to de-risk
the asset
• Lack of communication
• Organization
misalignment
Source: Capital IQ, MergerMarket, EY analysis
Methodology: EY analyzed over 40 companies globally across various sectors that did big acquisitions in 2012-13 and computed their Total Shareholder Returns (TSR) at the end of 2015.
Source: Capital IQ, MergerMarket, EY analysis
50%
50%
Over 40 companies
PositiveTSRNegativeTSR
Global consumer
products
manufacturer
Global
technology
company
Global
pharmaceutical
company
Global media and
entertainment
services company
Global
telecommunications
company
Our research shows that:
50% of the deals resulted in loss of shareholder value 66% of all merger failures can be attributed to failure
in integration
However, there are lessons that we can learn from serial acquirers.
TSR CAGR (2013-15) of serial acquirers
Serial acquirers generate higher shareholder value as they get better and
better at integrating acquired assets and creating value.
Serial acquirers plan ahead
of the transaction, establish
clear goals and expectations,
align strategic rationale and
integration activities, establish
integration perimeter clearly and
quickly, and identify leaders and
key support resources to make
successful deals.
3%
24%
31%
22%
16%
0%

5. 3Merger integration Asean hub: Value creation in M&A |
2EY integration
approach
• Integration strategy
(deal type, level of integration,
deal complexity)
• Integration philosophy and
guiding principles
• Integration governance and
Integration Management
Office (IMO)
• Organization structure, roles
and reporting lines
• Cultural alignment and
change management
• Communication
• Financial synergies
• Operational synergies
• Revenue
• Costs (procurement, functional)
• Capital expenditure review
• Asset and portfolio review
• Functional – back-office
• Human resource and change
management
• Information technology
• Finance
• Operational (processes and
standard operating procedures)
• Closing (for example, listing and
purchase price allocation)
• Board governance
• Risk and compliance
• Transition Service Agreement (TSA)
exit readiness
1Integration vision
(Strategy and control) 2Generating value
(Synergies) 3Fitting it together
(De-risking)
Vision
“ A holistic approach to
integration planning is
necessary for value creation.”
Vikram Chakravarty
EY Asean Leader
Transaction Advisory Services
“ Planning for integration should
begin once you identify the
target and continue throughout
the deal process.”
Yew-Poh Mak
EY Asia-Pacific Deputy Leader
Transaction Advisory Services

6. 4 | Merger integration Asean hub: Value creation in M&A
Typical non-negotiables for Asian companies
1
Control over
people, brands,
intellectual
property, etc.
2
Establish control
over cash
and treasury
operations
to de-risk the
investment
3
Establish
governance,
compliance
and controls
to comply with
company policies
e.g., FCPA
4
Establish
financial and
executive
reporting
requirements
5
Announce
early to key
stakeholders
6
Adapt a softer
approach in
integration,
e.g., no
headcount
reduction
Complete autonomy
Run as a standalone entity
Soft approach to managing
people issues
No change in business model
Replace target
management
Fully integrate
Large synergies planned
through lay-offs
Optimize business
model of the target
E.g., replace the CFO, COO
E.g., full integration of back-office
E.g., reduce headcount
E.g., new supply chain model
Integration philosophy and guiding principles
Due to the complexity associated with mergers in Asia, it is imperative to define the
integration vision and strategy early in the deal process. Companies should define the guiding
principles and non-negotiables in an integration before starting the integration process.
1. Integration vision: Strategy and control
“ Seasoned acquirers prioritize
key value drivers and allocate
adequate resources to
establish success.”
Ashutosh Deshmukh
Director, Transaction Advisory Services
Ernst & Young Solutions LLP
“ We have a detailed
understanding of where
the synergy can be found,
by deal and industry type.”
Karambir Anand
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP

7. Integration philosophy — Asian versus Western perspective Key cultural challenges — cross-border deals
5Merger integration Asean hub: Value creation in M&A |
Based on experience, the “soft” aspects of M&A is equally important as the hard facts.
The complexities related to culture — both at the organizational and country level — are
heightened in a cross-border deal. Asian and Western buyers have different integration
philosophies leading to cultural clashes, which further erode deal value. To reduce the
cultural risks, there is a need to do an assessment of cultures upfront. Having a neutral
advisor on both sides of the deal helps to bring down cultural barriers.
Cost synergies
Uncertainty
avoidance
Growth synergies
Target —
full integration
Non-hierarchicalStandalone
Integration start —
post-signing
Short-term
orientation
Late start —
post-100 days
Explicit change
management
Fast
decision-making
No change
management
High speed of
integration
IndividualismGradual
Hard —
e.g., layoffs
CompetitionSoft approach
Dedicated
integration team
Direct
communication
No integration
team
Western buyers AsiaAsian buyers West
West perceives uncertainty about
future, often looking for risks and
problems and doubting motivations
of Chinese buyers
Asians often have shared
responsibilities to reduce risk
Strong hierarchical structure in
countries such as Malaysia,
Korea and Japan
West – highly competitive
Longer-term relationships matter,
for example, to Chinese and Koreans
In Asia, “no” may be conveyed
in many ways
In Asia, there are often requirements
for vetting decisions internally
with superiors
LowLow HighHigh
“ We have helped clients to
de-risk the investments and
prevent loss in value.”
Abhay Bangi
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
“ Managing cultural difference
proactively is critical for deal
success in Southeast Asia.”
James Hurrell
Director, Transaction Advisory Services
Ernst & Young Solutions LLP

8. 6 | Merger integration Asean hub: Value creation in M&A
2. Generating value: Synergies
Shareholders have rewarded successful acquirers in the past
for realizing synergies from the deal. Acquirers should identify
synergies and value drivers well in advance and validate these
during the due diligence process.
Considering the complex business landscape in Asia,
the synergies identified should be tied to executable
plans and tracked and reported on a regular basis.
Announced cost synergies as a percentage of target’s revenue
Examples of gap in realized versus announced synergies
1. Operational synergies identified at the
time of signing should be measureable
and achievable.
2. Based on experience, cost synergies
are easier to achieve and can be the
quick wins.
3. If synergies are not achieved within
the first two years of the deal, it is
very difficult to achieve the synergy
subsequently.
Synergies can create value for
shareholders and improve the company’s
performance. However, many deals fail
to achieve desired synergies. The major
reasons of failed synergies include:
• Inadequate integration management
• Overestimated synergies by
management team
• Lack of robust synergy tracking system
• Underestimated culture difference
between target and acquirer
• Under-communication
• Poor due diligence
• Lack of information of target
18%
-10%
12%
-40%
14%
-30%
16%
-20%
10%
-50%
8%
-60%
6%
-70%
4%
-80%
2%
Consumer
products
Leading
consumer
packaged
goods firm
Leading
pharmaceutical
conglomerate
Leading
oil and gas
conglomerate
Leading utility
conglomerate
Leading
financial
services
provider
Pharmaceutical Oil and gas Chemicals Utilities Financial services
0%
15%
(44%)
9%
(37%)
5%
(67%)
6%
(35%)
6%
(20%)
14%
Synergy baseline
Data source: Capital IQ, ThomsonONE, company filings, press releases and investor presentations, EY analysis
Source: EY analysis

9. 7Merger integration Asean hub: Value creation in M&A |
Back office Procurement and suppliers Manufacturing and supply chain Sales and marketing Customers
Cross-sell
additional
volumes
New customers
Centralization
of back-office
(HR, IT, finance,
procurement)
Procurement leverage
Capacity optimization
Quality improvements
Supply chain optimization - reduce
logistics costs through a more efficient
utilization of the combined network
(transportation contracts, supply
chain, warehouse space)
Quality improvements
Working capital optimization
Consolidate sales
office locations
and facilities
Cost to serve for
customer portfolio
Restructuring —
review target locations
and assets
Restructuring — review manufacturing
assets and facilities
Restructuring —
target sales
office assets
CAPEX review CAPEX review CAPEX review
RevenueCostAssetsCAPEX
Longer-term Medium-term Quick wins Typical Asian synergy opportunities
Capturing and tracking synergy is a challenging process
Establish
baseline and
targets
• Look at the full range of possible synergies, including cost, revenue, tax and balance sheet synergies
• Distinguish between one-time and recurring synergies
• Ringfence synergy outcomes
Establish
timelines for
achieving
synergy
• Be reasonable about timing: aggressive timing and not necessarily over estimation of synergy value is often
the source of gaps in realized targets
• Track planned timeline versus actual synergy timelines
• Consider the cost of achieving and realizing the anticipated synergies
Perform dipstick
study for
extrapolation
• Focus on the low-hanging fruit to realize synergy
• Conduct pilot study and monitor progress
• Perform dipstick study and extrapolate results
Create
accountability
• Assign responsibility for achieving synergies (frequently assigned to the head of the acquiring business unit)
• Implement a formal performance monitoring program to track synergy performance
• Link individual compensation to synergy realization
Communicate
synergies
• Find a balance between being too optimistic and too conservative
• Differentiate between expected, annualized and realized synergies when communicating with stakeholders
1
2
3
4
5

10. 8 | Merger integration Asean hub: Value creation in M&A
3. Fitting it together: De-risking
There is a need to de-risk the merger event due to many instances of value leakage
in Asia. Detailed functional integration planning and proactive risk reduction allows
taking control of the target and business continuity post-close.
Finance
1 Finance and accounting back office functions for
procure to pay, record to report and accounts
receivable
2 Chart of accounts mapping and accounting
policies alignment
3 Implement new levels of authority
Human resources
4 Centralize HR transactions, operations, training
and development, reporting, payroll
5 Rotate workforce and cross train
6 Establish new roles roles and responsibilities
Information technology
7 Harmonize and rationalize IT applications,
portals, infrastructure, data centers
and platforms
8 Rationalize IT vendors and expenses
9 Align IT processes
Procurement
10 Centralize procurement function
11 Pool knowledge between buying functions
12 Identify common suppliers; benchmark rate list
EY tools: Springboard and Merger Integration Playbook
Functional back office integration
Financeand
treasury
Marketing
and
branding
Human
resources
(HR)
Operations
Information
technology
(IT)
Corporate
services
Advocacy
and
oversight
Risk
Strategic
sourcing
1 Tools and templates (by phase) 2 Tools and templates (functional areas)
Cross-teams
Value realization
Customer experience
Employee experience
Functions
Operational analysis and diligence
Integration readiness
and mobilization
Integration planning and analysis
Integration execution
3
8 7
1
2
6
5
10
4
11 12
Quick wins
Difficulty of implementation
Wave 1 Wave 2 Wave 3
Degreeofimpact(benefit)
Do it now
Pause for now
Long term
HighLow
Low High
9
Illustrative

11. 9Merger integration Asean hub: Value creation in M&A |
3Why EY
3 Merger specialists —
Asean hub
Experienced merger
integration specialists:
over 50 in Southeast Asia
(SEA), over 200 in
Asia-Pacific and over
1,000 globally
4 Industry experience
(number of deals in merger integrations)
Industry Global SEA
Consumer products 80+ 20+
Industrials 50+ 10+
Pharmaceutical and life sciences 50+ 10+
Financial services 100+ 10+
Oil and gas 70+ 15+
1 Leaders in
M&A integration 2 End-to-end
approach
Value creation
Turnaround
Restructuring
Integration and
divestitures
Corporate
finance
strategy
busin
ess modeling
Valuation
due
diligence
F
inancial
Transac
tion
evaluat
ion
Transac
tion
tax
M&A
transaction
Investment
strategy
• Growth strategy
• Portfolio
rationalization
Transaction
evaluation
• Due diligence
• Carveout and
integration
diligence and
planning
Value creation
• Revenue growth
• EBITDA margin
improvement –
cost reduction
• Multiple expansion –
improving exit value
• Cash flow and
working capital
Involved in top 30/50 deals
in Asia from 2013 to 2016
Developed points of view
on merger integration

12. 10 | Merger integration Asean hub: Value creation in M&A
Select M&A experience
across industries
M&Astrategy
Duediligence
Pre-close planning and post-merger integration
Integration
managementoffice
Generatingvalue
andsynergies
Supplychain
integration
Financeintegration
Humanresource
integration
Information
technologyintegration
Acquisition of a beauty products manufacturer
by an American beauty products company
  
Acquisition of an integrated global cocoa business
by a global agri-commodities player
  
Acquisition of a freighter aircraft conversion
company by a global aerospace maintenance,
repair and operations (MRO) company
     
Acquisition in Myanmar by a global personal
care company
       
Joint venture between an American multinational
and a Nigerian food manufacturing company
     
Day-1 planning for a JV in Philippines by a
food and beverage company
    
Day-1 readiness for an oil and gas company     
Merger of two top banks in Philippines      
Integration planning and implementation for a
leading payment terminal manufacturer
     
Select experience

13. Merger Integration Asean hub: Value creation in M&A | 11
4Case studies
Acquisition
integration support
for an aerospace
maintenance,
repair and
operations (MRO)
company
Context ►A Singapore-based global aerospace MRO company made a strategic acquisition of a
German company specializing in freighter aircraft conversion
How EY helped Supported in Day-1 and Day-100 master plan development across different functions
and achieved operational readiness post-close
Service provided • Executed seamless Day-1 close for the transaction and facilitated business continuity
post-close and beyond. Helped client identify Day-100 priorities and cost and
revenue synergies to derive value from the acquisition
• Trained the client on merger integration for their future acquisitions
• Identified longer term synergies opportunities
Finance and supply
chain integration
support for a
global leader in
beauty industry
Context Global acquisition of a beauty product company by another leader in the industry
How EY helped • Supported post-merger integration and value creation for finance function across 12
countries in Asia, Middle East and Africa
Service provided • Identified potential integration hotspot areas that could lead to disruption in
business as usual on Day-1 and beyond, and recommended solutions to reduce
risk of disruption
• Checked that pre-integration activities and milestones accomplished as planned
Acquisition
integration support
for global cocoa
acquisition
Context Global agri-commodities player buying an integrated global cocoa business covering
trading and processing in 25 countries
How EY helped • Led the finance integration management office
• Conducted financial due diligence, finance integration planning, tax structuring
and planning
Service provided • Helped client take control of assets in Europe, North America, South America,
Asia and Africa and become the world’s largest integrated cocoa player
• Reduced key Day-1 operational and regulatory risks
Acquisition
integration support
in Myanmar for
a personal care
company
Context Acquisition integration support in Myanmar for a personal care company
How EY helped Provided guidance on how to set up business in Myanmar, managed integration for
six months and developed value capture plans (synergy realization) post-close
Service provided • Executed quick launch of rebranded products in a new market and achieve the
growth targets as planned
• Reduced key legal, operational and regulatory risks
• Set up business and manufacturing capabilities in Myanmar, which was a new
geography for the client

14. 12 | Merger integration Asean hub: Value creation in M&A
Contact us
Vikram Chakravarty
EY Asean Leader and Partner
Transaction Advisory Services
Ernst & Young Solutions LLP
vikram.chakravarty@sg.ey.com
Led over 15 merger integrations
and is a well-known strategy
professional in industry. Extensive
experience in consumer goods,
retail, commodities, oil and gas
and financial services sector.
Karambir Anand
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
karambir.anand@sg.ey.com
Led over 15 merger integrations. Synergy and
value capture champion for M&A initiatives.
Extensive experience in oil and gas, resources
and commodities sectors.
Ashutosh Deshmukh
Director
Transaction Advisory Services
Ernst & Young Solutions LLP
ashutosh.deshmukh@sg.ey.com
Led over 10 merger integrations, with experience
in managing large-scale transformation
engagements across different regions.
Extensive experience in consumer goods,
industrial and life sciences sectors.
Indonesia
David Rimbo
Partner, Transaction Advisory Services
PT Ernst & Young Indonesia
david.rimbo@id.ey.com
Malaysia
George Koshy
Partner, Transaction Advisory Services
Ernst & Young
george.koshy@my.ey.com
Myanmar
Andre Toh
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
andre.toh@sg.ey.com
Philippines
Renato Galve
Partner, Transaction Advisory Services
Sycip Gorres Velayo & Co.
renato.j.galve@ph.ey.com
Singapore
Purandar Rao
Head of Transaction Advisory Services
Ernst & Young Solutions LLP
purandar.rao@sg.ey.com
Swee Cher Choo
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
swee-cher.choo@sg.ey.com
Thailand
Piyanuch Nitikasetrsoonthorn
Partner, Transaction Advisory Services
Ernst & Young Corp Services Ltd
piyanuch.nitikasetrsoonthorn@th.ey.com
Vietnam
Anthony Duong
Partner, Transaction Advisory Services
Ernst & Young Vietnam Ltd
tony.duong@vn.ey.com
Industry leaders
Consumer products
Geophin George
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
geophin.george@sg.ey.com
Siddharth Pathak
Director, Transaction Advisory Services
Ernst & Young Solutions LLP
siddharth.pathak@sg.ey.com
Financial services
Patrick Hanna
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
patrick.hanna@sg.ey.com
Infrastructure
Lynn Tho
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
lynn.tho@sg.ey.com
Life sciences
Abhay Bangi
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
abhay.bangi@sg.ey.com
Resources and industrials
Karambir Anand
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
karambir.anand@sg.ey.com
Oil and gas
Sanjeev Gupta
Partner, Transaction Advisory Services
Ernst & Young Solutions LLP
sanjeev-a.gupta@sg.ey.com
Real estate
Teh Seng Leong
Partner, Transaction Advisory Services
PT. Ernst & Young Indonesia
seng-leong.teh@id.ey.com

15. 13Merger integration Asean hub: Value creation in M&A |
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