整合并購后的最佳實踐和行業工具.pdf

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1、Integrations Post-M&ABest Practices&Tools of the TradeMatt Sommers,Finance DirectorCement Roadstone Holdings(CRH)PLCA global leader in building materials1970 merger Cement Ltd and Roadstone LtdGlobal HQ in Dublin,Ireland/U.S.HQ in Atlanta,GALargest North American manufacturer of building materials.F

2、rom small beginnings$95%Ireland$51mSales5,350PeopleEntry intoEastern EuropeEntry intoChina Entry into theAmericasEntry into the NetherlandsLH AssetsAcquired1970198019902000201020202021Sales:$0.8bnSales:$2.8bnSales:$9.6bnSales:$22.8bnSales:$25.9bn*Foundationof CRH$US Cement ExpansionNote:Effective 1

3、January 2020,CRH changed the currency in which it presents its financial results from euro to US Dollar.Accordingly,historic sales have been translated to US Dollar using the FX rate applicable to the year presented.Sales:$29.2bn*$*2020-2022 trading information is presented on a continuing operation

4、s basis,excluding the results of the Building Envelope business which was divested in April 2022 and has been classified within discontinued operations.2022Sales:$32.7bn*$29Countries$34.9bnSales in 2023c.78,500PeopleFTSE 100&EuroStoxx 50 IndicesFortune 500Company#1 Building materialsin North America

5、DJSI Europe&CDPESG ratings#1 Building materialsin Europe2023 to a global leader in building materials solutions#1 Building materialsin North AmericaOur Footprint29 countries and c.3,390 operating locationsCRH in the AmericasSALESBillion in 2023$22.5c.46,400 Peoplec.1,949 Operating Locations48 US sta

6、tes and 7 Canadian ProvincesCRH in Europe SALESBillion in 2023$12.4c.32,100 Peoplec.1,441 Operating Locations28 Countries65%Global Sales in 202335%Global Sales in 2023CRH AmericasThe#1 buildingmaterials business in NorthAmericao Leading provider of building materials solutions in North America.o Nat

7、ional footprint with operations in 48 US states and 7 Canadian provinces.o Largest road paver and the leader in solutions for sustainable road construction in North America.o Infrastructure solutions that connect and protect critical utilities.CRH Americas Business Lines&SegmentsMaterialsAggregates,

8、Asphalt,Construction,ReadyMix ConcreteCementInfrastructurePrecast,Enclosures,PVC Pipe,Fittings,Accessories,Water Solutions27k2k9k5kPeoplePeoplePeoplePeopleOutdoor LivingHardscapes,Packaged Products,Lawn&Garden,Fencing,Railing,DeckingTrusted Partnerships.Full Scale Solutions.We are one of North Ameri

9、cas largest manufacturer of utility products for the following markets:EnergyWaterCommunicationsTransportationInfrastructure Products OverviewIPG connects and protects critical infrastructure from source to consumer in the water,energy,and communications markets.These are large and growing markets,s

10、upported by long term macro trends that will be foundational to shaping the way future generations live.Vision:To develop sustainable solutions that build,connect and improve our WorldStorm Drainage and ManholesSewer Lines and Lift Station EquipmentRetention SystemsPVC Pipe,and FittingsWastewater Tr

11、eatmentPipe,and FittingsSmart Meter Equipment and SystemsElectrical conduit&fittingsDatacenter duct banks and conduitSmart Meter Equipment and SystemsLast mile fiber boxesEnergy transmissionEnergy distributionWaterEnergy&Communications(E&C)We operate locally with a national footprint.Innovative prod

12、uct development&customized engineered solutionsKnowledge of local,state,and national building codes and regulationsCustomers span multiple plants and regionsCost-effective manufacturing across materials and locations 200+engineers and drafters with PE licensure in all 50 statesDeliver products regar

13、dless of channel,segment,or locationAcquisitionsCore Component to CRHo Disciplined&value-focused strategyo Value creation through active portfolio managemento Continuous process of portfolio optimization$13bn divested&$24bn acquired over the last decadeHow Infrastructure Approaches M&Ao M&A is a key

14、 component of the growth strategyo Completed 27 acquisitions since 2018o Acquisition size,complexity and sophistication range greatlyo Despite acquisition size,integration support requirements are equalIdentifying Acquisition OpportunitiesoHow does it align with our strategy?oHow does it add value f

15、or our customers and shareholders?oHow can we leverage our capabilities to drive more value?KEY CONSIDERATIONSBusiness InputStrategicPlanValue Chain ExpansionAcquisition Integrationo Cross-functional acquisition integration team(Pre&Post)Operations,Supply Chain,Finance,EHS,HR,IT,Mktg,etc.o Strategic

16、 approach to finance integrationoLegal Entity requirementsoShort-term&Long-term ERP strategyoIdentify key reporting requirementsComplex ERP FrameworkIntegration HubFCCPBCNew AcquisitionsFlexibility on integration approachUtilize Integration HubDirect Feed via Integration AgentManual Update via Accou

17、nting HubOptionsEPM Reducing M&A Barrierso Complex ERP framework/leverage FCC&PBCo Utilize a dimension in EPM structure for Acquisition/Divesture tracking&reportingo Developed Playbook to strategically incorporate acquisitionsoProvides flexibility and addresses key items(e.g.,product details)oReduce

18、s IT integration straino Accelerates acquisition into month-end&outlook processes17Live Content SlideWhen playing as a slideshow,this slide will display live contentPoll:What level is your organization participating in M&A activity?18Live Content SlideWhen playing as a slideshow,this slide will disp

19、lay live contentPoll:How would you rate your M&A Strategy?Open Discussiono What function“owns”identifying acquisition opportunities vs.integration?o What challenges have you encountered during the integration process?o What restricts your organization from executing M&A activity in a timely fashion?

20、o What function has responsibility for the Financial System integration?Roundtable Discussiono Do you have a well-defined M&A Strategy?o Would a M&A Strategy Playbook benefit your organization?o Are you looking at technology to support M&A integrations?e.g.,Project Management,Financial Reporting,etc.21Live Content SlideWhen playing as a slideshow,this slide will display live contentPoll:Please rate this session 1-10(10 being best)