With the help of Dettica, our client was able to initiate, design and execute a program for carving-out and transitioning a $3 billion subsidiary business. This resulted in an issue free Day One and smooth, ahead of schedule cessation of all transitional service commitments.
The size, speed, complexity of the divestiture and a 24/7 operating model presented significant challenges. The company's hybrid operating model and regional autonomy, combined with a tightly coupled dependency on corporate shared services increased this challenge. At the same time the company's infrastructure was being moved to a private cloud solution and the corporate function was being relocated from Norway to London and therefore a significant time of company change.
Executing a trouble free carve-out in this complex, global 24/7 operational environment is a huge challenge. Standing up transitional services in this environment and from a static starting position, all in less than three months appeared almost impossible to the delivery assurance team, buyer and seller senior management.
How we helped:
Dettica was engaged to provide program leadership, initiate, plan and execute the separation program, whilst helping to align the business, IT, it's many outsourced suppliers and the buyer. Our program lead has substantial experience in providing governance and leadership services in support of large and complex divestitures and combined with a proven M&A methodology was able to rapidly accelerate the end to end separation process. Key, high level activities were implemented in the following sequence of phases:
Phase I: Initiation and mobilisation – blueprint and assess the current state and transitional service requirements. Establish the program governance structure, delivery approach, Day One plan and capability requirements needed to stand-up the transitional services, including constraining access to commercially sensitive data and fulfilling compliance requirements.
Phase II: Transitional services go live (Day One) – Day One readiness and cut-over – execute and coordinate the enterprise wide activities required to deliver the agreed transitional services, implement pre-completion handover activities and engage with the buyer at a functional level. Monitor and track Day One readiness, with a particular focus on IT and the segregation of corporate IT share services. Produce and track a detailed cut-over schedule and contingency/ roll back plans according to the risk profile.
Phase III: Transitional services exit preparations – major exercise of joint seller and buyer engagement in strategising, analysing, designing, building and testing a replacement enterprise wide suite of services.
The buyer adopted an initial "bolt-on" strategy for all replacement IT services, including building a new instance of Oracle ERP, implementing its satellite system integrations and many operational, procurement and QHSE systems required by the divested business, operating across three world regions. Both business and IT delivery team's, were distributed across Asia, Europe, UAE and the US, involved multiple cultures, technical methodologies, ways of working and by implication, time zones.
Phase IV: Exit transitional services – The exit of transitional services and in particular the IT cut-over, required significant planning and coordination; this was driven not least by the 24/7 operational nature of the divested business and the need to minimise the blackout window and associated workarounds.
The rapid enablement of transitional services, whilst adhering to compliance and commercial sensitivities, was delivered in record time and enabled the $2.9 billion transaction (annual "Top five" transactions in Southeast Asia: Bloomberg) to be completed exactly on schedule.
The final separation activities were the most complex by far and comprised the IT cut-over for all divested operational rigs. This was successfully implemented without drama, under budget and two months ahead of the TSA deadline.
Due to the client's confidence in the capability of the programs leadership, this Dettica resource was also asked to concurrently deliver the post-merger integration of an international services company, with regional operations in South America and headquarters in Europe. Some have said "were victims of our own success"; but we are not complaining!
With the help of Dettica, the acquiring company was able to initiate, design and execute a cross-border program for the full integration of the acquired $0.7 billion company. Aggressive synergy targets were set and very high schedule compression in the early stages. The Program was delivered under budget and on schedule, including achieving all integration objectives.
Integrating two organisations is a huge project, possibly the highest risk and most visible project a company has tackled. In this case study, the need to fully integrate European corporate, regional South American and Asian operations, combined with a 24/7 operating model, presented significant challenges. The transaction timescales involved immense schedule compression and a need to implement tactical operational solutions whilst rapid strategic integration planning was underway.
The full absorption integration strategy required the complete migration of corporate and operational services from target to the acquirer equivalent, including the cloud to cloud migration of all IT services and cross continent office relocation's in the USA, South America and Asia.
How we helped:
Dettica was engaged to provide program leadership, initiate, plan and execute the post-acquisition program, whilst helping to align the business, IT, it's many outsourced suppliers and the acquired company. Our program lead implemented a customised set of integration tools, governance, solution processes and mobilised and led the integration team, whilst having to implement immediate tactical solutions. Key, high level activities were implemented in the following sequence of phases:
Phase I: Initial Team Mobilisation – blueprint and assess the current state, high level integration strategy and requirements. Establish the integration program governance structure, delivery approach, immediate resource requirements and rapid mobilisation of a joint acquirer/ target integration planning team.
Phase II: Integration Preparation – deepen the integration teams understanding of the operational challenges, cultural and organisational differences and enterprise wide systems redundancies. Translate the acquisition vision and strategic rationale into detailed integration requirements and blueprint the post-integration operating model. Analyse the business and technological impact, model and plan the integration delivery and secure the program resource profile. In parallel, commence implementation of the "pressure cooker" tactical solutions, integration requirements and "quick wins".
Phase III: Integration Execution – major exercise of implementing the new organisation design, implementing the enterprise wide scope of aggressive synergy targets, including the migration of the acquired companies technical and business support services to that of the acquirer, workforce integration, and process and standards homogenisation.
All target corporate and offshore systems including ERP, were replaced by the acquirers cloud based systems, which in the case of the offshore systems required the cut-over of a 24/7 operation. Redundant systems were archived/ decommissioned and thereby achieving the associated cost savings.
Phase IV: Post Integration Closure – Following the completion of integration for all offshore and onshore services, a final review and closure gate was undertaken, including confirmation of BAU handover activities and achievement of objectives.
The post-acquisition integration delivered on all its objectives and significantly under budget, with the majority of the highly complex financial and IT integration's delivered within six months ( including the migration to the acquirers Oracle ERP platform).
All residual integration activities were implemented a few months later and in alignment with the operational and financial cut-over windows. The base businesses were not adversely impacted by the enterprise wide integration activities. Due to the client's confidence in the capability of the programs leadership, this Dettica resource was invited to lead their next major cross-border transaction. Compliments don't get any better than that!
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