# M&A Integration 100-Day Plan: [Acquirer] and [Target]

> A post-merger integration plan covering the period from signing to
> Day 100 after completion: deal thesis and synergy targets,
> integration approach, governance through an integration management
> office, the timeline, pre-completion rules, Day 1 readiness,
> transitional services, finance integration, people, customers,
> operations and IT, synergy tracking, risks, communications and the
> 100-day review. It follows common integration practice; merger
> control and acquisition accounting are referenced by law and standard
> name only. The worked example completes "Project Heron": Corvid
> Commerce Group plc (fictional) acquires Tallow Lane Logistics GmbH
> (fictional) from Marlow Ridge Holdings AG (fictional); every figure is
> invented. Replace every `[bracketed]` value and every row marked
> *Example*. This is a document format, not financial, investment, tax,
> legal or accounting advice. Obtain the standard or law for the
> normative text.

<!--
Guidance: How to use this template
- Start the plan at signing, not at completion. Day 1 readiness needs
  weeks of preparation that must stay within what competition law
  allows before clearance (section 5).
- Build it from the diligence findings: the Due Diligence Request List
  (`finance/due-diligence-request-list`) and the Quality of Earnings
  Scope (`finance/quality-of-earnings-scope`) list the separation
  needs, standalone costs and risks this plan must address.
- Keep the synergy case identical to the one in the approved
  valuation (`finance/valuation-report`) and investment committee paper
  (`finance/investment-committee-memo`). If the plan changes the
  numbers, record why.
- Day 100 is a checkpoint, not the end. Most integrations run for 12 to
  24 months; the 100-day review (section 15) resets the plan for the
  next phase and hands benefits tracking to Post-Investment Review
  (`finance/post-investment-review`).
- Related documents: RAID Log (`project/raid-log`), Communication Plan
  (`project/communication-plan`), Cutover Plan (`project/cutover-plan`),
  Hypercare Plan (`ops/hypercare-plan`), Benefits Realization Plan
  (`project/benefits-realization-plan`).
-->

## Document control

<!-- Guidance: Name the integration lead and the executive sponsor. The plan changes weekly in the first months; keep the version and the date of the last steering committee decision visible. -->

| Field | Value |
|---|---|
| Document ID | [PMI-2027-001] |
| Project code name | [Project name] |
| Acquirer | [Legal name] |
| Target | [Legal name and entities] |
| Seller | [Legal name] |
| Signing date | YYYY-MM-DD |
| Completion date (Day 1) | YYYY-MM-DD |
| Day 100 | YYYY-MM-DD |
| Version | [0.1] |
| Status | [Draft / Approved by steering committee / Active / Closed] |
| Owner (integration lead) | [@integration-lead] |
| Executive sponsor | [@sponsor] |
| Approvers/reviewers | [@ceo], [@cfo], [@target-managing-director] |
| Last updated | YYYY-MM-DD |
| Classification | [Confidential; clean team restrictions apply before completion] |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Integration lead | [@integration-lead] | [Prepared] | YYYY-MM-DD |
| Executive sponsor | [@sponsor] | [Approved] | YYYY-MM-DD |
| Integration steering committee | [@ceo] (chair) | [Approved Day 1 plan and 100-day targets] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@integration-lead] | First draft at signing |
| 0.5 | YYYY-MM-DD | [@integration-lead] | Day 1 readiness checklist complete after clearance |
| 1.0 | YYYY-MM-DD | [@integration-lead] | Approved at completion |
| 1.1 | YYYY-MM-DD | [@integration-lead] | Day 30 update |

## Contents

1. [Deal thesis, objectives and synergy targets](#1-deal-thesis-objectives-and-synergy-targets)
2. [Integration approach and scope](#2-integration-approach-and-scope)
3. [Governance and the integration management office](#3-governance-and-the-integration-management-office)
4. [Timeline](#4-timeline)
5. [Rules before completion](#5-rules-before-completion)
6. [Day 1 readiness](#6-day-1-readiness)
7. [Transitional services](#7-transitional-services)
8. [Finance integration](#8-finance-integration)
9. [People and organisation](#9-people-and-organisation)
10. [Customers and commercial](#10-customers-and-commercial)
11. [Operations and IT](#11-operations-and-it)
12. [Synergy tracking](#12-synergy-tracking)
13. [Risks and dependencies](#13-risks-and-dependencies)
14. [Communications](#14-communications)
15. [Milestones, KPIs and the 100-day review](#15-milestones-kpis-and-the-100-day-review)
16. [Glossary and references](#16-glossary-and-references)
17. [Standard and licence note](#standard-and-licence-note)

## 1. Deal thesis, objectives and synergy targets

<!-- Guidance: Restate in a few lines why the buyer is paying the price, because every integration decision should serve that thesis. Questions to answer: what must not break, what must change, and what value must be delivered by when? Pitfall: integrating everything at once because it is possible, rather than what the thesis needs. -->

| Item | Project Heron *(Example)* |
|---|---|
| Deal thesis | Add warehouse management software and fulfilment services to Corvid's commerce platform, so Corvid's merchants can buy storefront, checkout and fulfilment from one provider |
| Price | Enterprise value EUR 22.0m (11.6x diligence adjusted EBITDA of EUR 1.90m) |
| Funding | EUR 12.0m drawn under Corvid's existing EUR 20,000k RCF (maturing 2028-06-30) plus EUR 9.6m cash on hand; pro forma leverage 1.64x against the 3.00x covenant (QoE section 11.1); liquidity headroom EUR 26.85m, below the EUR 35,000k treasury minimum under a board-approved exception to 2027-06-30; FY2027 budget, which excludes Heron, reset in FIN-010 |
| What must not break | Service to Tallow Lane's top 20 customers; the warehouse operations in Hamburg and Coventry; key product engineers |
| What must change | Exit from seller group systems within the TSA periods; Corvid financial controls and reporting from the first month |
| Cost synergies | Run-rate EUR 0.8m a year by end of 2028 |
| Revenue synergies | Run-rate revenue EUR 1.0m (contribution EUR 0.525m) by end of 2028 |
| One-off integration costs | EUR 1.125m over 2027 and 2028, excluding TSA fees (EUR 216k), retention (EUR 150k, PPL-001) and deferred maintenance capex (EUR 100k, OPS-007), which are tracked separately |

Integration objectives for the first 100 days *(Example)*:

1. Complete Day 1 with no loss of service, payments or payroll.
2. Keep every top 20 customer and every one of the 6 named key people.
3. Put Corvid's financial controls, delegation of authority and reporting calendar in place by the second month-end close.
4. Approve exit plans for every TSA service, with dates inside the TSA terms.
5. Action EUR 0.2m of run-rate cost synergies (25% of target) and launch the first cross-sell offer.

## 2. Integration approach and scope

<!-- Guidance: Decide, function by function, how far the target will be integrated. Write the decision down so teams do not each choose differently. Pitfall: an undefined "full integration" that consumes the target's management while the business loses momentum. -->

| Function | Approach | Target state | Timing |
|---|---|---|---|
| Product and engineering *(Example)* | Preserve | Tallow Lane product team stays intact; roadmap integration with Corvid checkout | Joint roadmap by Day 90 |
| Sales *(Example)* | Partial | Separate sales teams; joint account plans for shared merchants; cross-sell incentives | From Day 30 |
| Warehouse operations *(Example)* | Preserve, then consolidate UK site | Coventry site merged into a shared third-party logistics site serving Corvid's UK merchants | Decision by Day 100; move in 2028 |
| Finance *(Example)* | Absorb | Corvid ledger, close calendar, controls, treasury | Reporting from January close; ledger migration by 2027-10 |
| HR and payroll *(Example)* | Absorb | Corvid HR system and payroll providers | Payroll off seller system by 2027-10 |
| IT infrastructure *(Example)* | Absorb | Corvid identity, email, endpoint and network | Within TSA-002 term |
| Legal entity structure *(Example)* | Preserve for now | Tallow Lane Logistics GmbH and Tallow Lane UK Ltd remain separate subsidiaries | Review in 2028 |

The degree of integration follows the thesis. Here the value lies in the product and its customers, so the product team and customer-facing operations are preserved, while support functions that do not differentiate the business are absorbed into Corvid's. A different thesis, such as cost consolidation in a mature market, would integrate far more deeply and quickly.

## 3. Governance and the integration management office

<!-- Guidance: Define who decides what, how often teams meet and how issues escalate. Questions to answer: who owns each workstream on both sides, and what may the IMO decide without the steering committee? Pitfall: workstreams reporting activity rather than progress against milestones and synergies. -->

```mermaid
flowchart TD
  SC["Integration steering committee (Corvid CEO, CFO, CTO; Tallow Lane MD)"] --> IMO["Integration management office (integration lead, PMO, finance analyst)"]
  IMO --> WS1["Finance and treasury"]
  IMO --> WS2["People and HR"]
  IMO --> WS3["Customers and commercial"]
  IMO --> WS4["Operations and warehouses"]
  IMO --> WS5["IT, data and cyber"]
  IMO --> WS6["Legal and TSA management"]
  IMO --> WS7["Communications"]
  IMO --> SYN["Synergy tracking"]
```

| Body | Members | Cadence | Decides |
|---|---|---|---|
| Steering committee *(Example)* | Corvid CEO (chair), CFO, CTO, Tallow Lane MD, integration lead | Weekly to Day 30, then fortnightly | Scope, budget, organisation, synergy targets, red risks |
| IMO *(Example)* | Integration lead, PMO, finance analyst | Daily stand-up to Day 10, then weekly | Plan changes within budget, interdependencies, reporting |
| Workstreams *(Example)* | Joint leads from both companies | Weekly | Tasks and milestones within their scope |

Rules for the IMO:

- Each workstream has one lead from Corvid and one from Tallow Lane. Joint ownership signals respect for the acquired business and gives access to knowledge that is not written down.
- Workstreams report weekly on milestones, risks and synergy actions, using red, amber and green against dates, not against effort.
- The IMO keeps one RAID log (`project/raid-log`) and one decision log. Decisions made in workstream meetings that affect another workstream go to the IMO before they take effect.
- Integration costs are tracked against a separate budget so that the business-as-usual forecast of the target stays clean and the post-investment review can compare costs with the approved case.

## 4. Timeline

<!-- Guidance: Show the critical path from signing to Day 100 and beyond. Mark regulatory clearance, completion and the end of each TSA. Pitfall: a timeline that starts at completion and ignores the clearance period. -->

| Milestone | Date *(Example)* | Day count |
|---|---|---|
| Signing | 2026-11-20 | Before completion |
| Conditions satisfied (larger customer's change-of-control consent; no merger filing required and NSI assessment closed, per counsel) | 2026-12-18 | Before completion |
| Completion (Day 1) | 2027-01-04 | Day 1 |
| Day 30 | 2027-02-02 | Day 30 |
| Day 60 | 2027-03-04 | Day 60 |
| Completion accounts delivered by buyer (60 days under the SPA) | 2027-03-05 | Day 61 |
| Day 90 | 2027-04-03 | Day 90 |
| Day 100 review | 2027-04-13 | Day 100 |
| TSA-002 ends (IT service desk, network, identity) | 2027-07-03 | 6 months |
| TSA-001 ends (ERP and payroll) | 2027-10-03 | 9 months |
| TSA-003 ends (Hamburg office space) | 2028-01-03 | 12 months |

Day counts start at completion as Day 1: Day 30 is 29 days after 2027-01-04, which is 2027-02-02; Day 100 is 99 days after, which is 2027-04-13.

```mermaid
gantt
  title Project Heron integration (Example)
  dateFormat YYYY-MM-DD
  section Pre-completion
  Clean team planning and Day 1 design :a1, 2026-11-20, 2027-01-03
  Conditions to completion :a2, 2026-11-20, 2026-12-18
  Day 1 readiness checks :a3, 2026-12-18, 2027-01-03
  section First 100 days
  Day 1 completion :milestone, m1, 2027-01-04, 0d
  Stabilise and protect customers :b1, 2027-01-04, 2027-02-02
  Finance controls and reporting :b2, 2027-01-04, 2027-03-04
  Completion accounts :b3, 2027-01-04, 2027-03-05
  TSA exit planning :b4, 2027-01-11, 2027-04-03
  First synergy actions :b5, 2027-02-02, 2027-04-13
  Day 100 review :milestone, m2, 2027-04-13, 0d
  section TSA exits
  IT services exit (TSA-002) :c1, 2027-04-13, 2027-07-03
  ERP and payroll exit (TSA-001) :c2, 2027-04-13, 2027-10-03
  Office exit (TSA-003) :c3, 2027-07-01, 2028-01-03
```

## 5. Rules before completion

<!-- Guidance: Until clearance and completion, buyer and target remain independent businesses. Planning is allowed; taking control or sharing competitively sensitive information outside a clean team is not. Pitfall: the buyer approving the target's commercial decisions, or teams starting joint selling, before completion. -->

Integration planning between signing and completion must respect merger control rules. Under the EU Merger Regulation (Council Regulation (EC) No 139/2004), a notifiable concentration may not be implemented before notification and clearance, and national regimes and the US Hart-Scott-Rodino Act (15 U.S.C. 18a) impose similar waiting periods. Breaching them (gun-jumping) can lead to fines. Counsel should approve the planning protocol, and the IMO should apply it.

*Example*: Project Heron needs no merger filing. The parties' turnover is far below the EU Merger Regulation thresholds and the German GWB section 35 thresholds (see the Due Diligence Request List (`finance/due-diligence-request-list`), section 11), UK merger control is voluntary and its thresholds are not met, and there is no US nexus. The rules below still apply: until completion Corvid and Tallow Lane are independent competitors for some merchants, so general competition law on information exchange and coordination continues to bind both.

| Allowed before completion | Not allowed before completion |
|---|---|
| Planning Day 1 and the 100-day plan using public and clean team information | Directing the target's pricing, customers, suppliers or hiring |
| Interviewing target managers about their organisation with counsel's protocol | Joint sales calls or coordinated bids |
| Preparing systems, bank accounts and contracts that take effect at completion | Moving staff, merging teams or sharing systems |
| SPA covenants that protect value (ordinary course of business, consent for material decisions as agreed with counsel) | Exchanging customer-level pricing, margins or pipelines outside the clean team |

Where foreign investment screening applies, for example under the UK National Security and Investment Act 2021 or national regimes in EU member states, completion must also wait for that approval. The clearance dates set Day 1; do not commit external dates, such as customer announcements, until all conditions are satisfied.

## 6. Day 1 readiness

<!-- Guidance: Day 1 must work for employees, customers, suppliers and banks without anyone noticing problems. List every item that must be true at completion, its owner and its test. Pitfall: forgetting the items the seller group provided invisibly, such as bank accounts in a cash pool or insurance under a group policy. -->

| ID | Item | Owner | Test before Day 1 | Status |
|---|---|---|---|---|
| D1-001 *(Example)* | Seller cash pool terminated and balances settled at completion from the price | [@treasury-lead] | Funds flow memorandum agreed with seller and banks | [Ready] |
| D1-002 *(Example)* | New bank accounts for both target entities opened at Corvid's banks, with payment mandates and signatories | [@treasury-lead] | Test payment and receipt on each account | [Ready] |
| D1-003 *(Example)* | Customers informed of new bank details with call-back verification to prevent payment fraud | [@commercial-lead] | Letter approved; call-back script tested | [Ready] |
| D1-004 *(Example)* | Payroll for January runs on the seller system under TSA-001 | [@hr-lead] | Parallel run of December payroll | [Ready] |
| D1-005 *(Example)* | Insurance cover from Corvid's programme from completion, including cyber and directors and officers | [@legal-lead] | Broker confirmation of cover and run-off of seller policies | [Ready] |
| D1-006 *(Example)* | Delegation of authority for target managers effective at completion | [@cfo] | Matrix approved by Corvid board | [Ready] |
| D1-007 *(Example)* | Board changes and register filings for both entities | [@legal-lead] | Resolutions signed in escrow | [Ready] |
| D1-008 *(Example)* | Controlled access between networks: no direct connection until cyber assessment complete | [@it-lead] | Access via managed collaboration tenant only | [Ready] |
| D1-009 *(Example)* | Day 1 communications to employees, customers, suppliers and media | [@comms-lead] | Messages approved; spokespeople briefed | [Ready] |
| D1-010 *(Example)* | Key person retention letters signed | [@hr-lead] | 6 of 6 signed | [Ready] |
| D1-011 *(Example)* | Opening balance sheet cut-off procedures at the completion date | [@group-controller] | Cut-off instructions issued; stock count scheduled | [Ready] |
| D1-012 *(Example)* | Seller trade marks and domains used by the target: licence or transfer in place | [@legal-lead] | Signed agreement | [Ready] |

How to run Day 1 readiness:

- Hold a go or no-go review with all workstream leads two business days before completion. Every item is either ready, has a workaround approved by the IMO, or blocks completion.
- Staff a Day 1 command centre with named contacts for payments, payroll, IT access and customer questions, and keep it open for at least the first two weeks. The Hypercare Plan (`ops/hypercare-plan`) gives a structure.
- Treat the change of bank details as a fraud risk. Criminals exploit acquisitions to send false payment instructions; tell customers how changes will be confirmed and never accept changes by email alone.

## 7. Transitional services

<!-- Guidance: A TSA lets the target keep using seller services for a limited time while replacements are built. Manage it as a contract with an exit plan for every service from Day 1. Pitfall: TSAs that are extended repeatedly because the exit work started late, at high cost. -->

| ID | Service from Marlow Ridge | Term | Monthly fee (EUR k) | Total (EUR k) | Exit plan | Exit owner |
|---|---|---|---|---|---|---|
| TSA-001 *(Example)* | ERP, finance ledger hosting and payroll processing | 9 months to 2027-10-03 | 12 | 108 | Migrate ledger to Corvid ERP; move payroll to Corvid providers in DE and UK | [@finance-systems-lead] |
| TSA-002 *(Example)* | IT service desk, network, identity and email | 6 months to 2027-07-03 | 8 | 48 | Move users to Corvid identity and email; new network contracts | [@it-lead] |
| TSA-003 *(Example)* | Office space in the Hamburg head office | 12 months to 2028-01-03 | 5 | 60 | Move to a Corvid office or a new lease | [@facilities-lead] |
| Total *(Example)* | | | | 216 | | |

Check: 9 x 12 = 108; 6 x 8 = 48; 12 x 5 = 60; total 216.

| ID | Reverse service to Marlow Ridge | Term | Monthly fee (EUR k) | Total (EUR k) |
|---|---|---|---|---|
| RTSA-001 *(Example)* | Warehouse software and support for the seller's retail division | 6 months | 4 | 24 |

TSA management rules:

- Each service has a description, service levels, a fee basis, a term, an extension option with notice period and price, and named contacts on both sides. Ambiguous scope is the main cause of disputes.
- Review TSA performance and exit progress at each steering committee. Start migration work in the first month; data extraction and testing usually take longer than planned.
- Agree data handling: the seller processes the target's personal and financial data under the TSA and must return or delete it at exit. Record the data processing terms with counsel.
- Track TSA fees in the integration budget, separate from synergy costs, so that extensions are visible.

## 8. Finance integration

<!-- Guidance: Finance integration has fixed external deadlines: the first consolidated report including the target, the completion accounts, and the acquisition accounting. Plan backwards from those dates. Pitfall: leaving the opening balance sheet and purchase price allocation until the year-end audit. -->

| ID | Activity | Owner | Deadline *(Example)* | Status |
|---|---|---|---|---|
| FIN-001 *(Example)* | Opening balance sheet at the completion date with cut-off procedures | [@group-controller] | Day 20 | [Open] |
| FIN-002 *(Example)* | Report January results in the Corvid group reporting pack, using a mapping from the seller ledger | [@group-controller] | February close, working day 8 | [Open] |
| FIN-003 *(Example)* | Corvid close calendar from the February close: target reports by working day 5 | [@group-controller] | March close | [Open] |
| FIN-004 *(Example)* | Completion accounts and working capital adjustment against the peg of EUR 750k | [@fin-lead] | 2027-03-05 | [Open] |
| FIN-005 *(Example)* | Purchase price allocation: identify and value intangible assets (customer relationships, technology, brand), provisional at the half-year | [@technical-accounting-lead] | Half-year report 2027 | [Open] |
| FIN-006 *(Example)* | Align accounting policies (development cost capitalisation, revenue recognition for annual licences) | [@technical-accounting-lead] | Day 60 | [Open] |
| FIN-007 *(Example)* | Map target processes to Corvid key controls; remediate gaps found in diligence | [@internal-control-lead] | Day 90 | [Open] |
| FIN-008 *(Example)* | Treasury: target included in Corvid cash management and FX hedging policy | [@treasury-lead] | Day 30 | [Open] |
| FIN-009 *(Example)* | Intercompany agreements between Corvid entities and the target, with transfer pricing support | [@tax-lead] | Day 90 | [Open] |
| FIN-010 *(Example)* | Add the target to the rolling forecast and reset the FY2027 outlook (the approved budget excludes Heron), including the RCF drawing, interest, covenant forecast and liquidity against the treasury minimum | [@fpa-lead] | Day 30 | [Open] |
| FIN-011 *(Example)* | Allocate goodwill to cash-generating units for the annual impairment test | [@technical-accounting-lead] | Before year end 2027 | [Open] |

Points to note:

- Acquisition accounting under IFRS 3 Business Combinations (or FASB ASC Topic 805 for US GAAP reporters) allows provisional amounts that are finalised within a measurement period of up to one year from the acquisition date. Use that period to complete the valuation of acquired intangibles; do not use it to correct errors in the opening balance sheet that could have been avoided at Day 1.
- The policy alignment items mirror the QoE adjustments QOE-ADJ-003 and QOE-ADJ-004. Applying Corvid's policies may change the target's reported results compared with the seller's figures; explain this in the first management report so readers do not mistake a policy change for underperformance.
- Use the working capital peg and net debt definitions from the SPA exactly as agreed. The QoE schedules (`finance/quality-of-earnings-scope`) are the starting point for the completion accounts.
- Related templates: Delegation of Authority Matrix (`finance/delegation-of-authority-matrix`), Treasury Policy (`finance/treasury-policy`), Month-End Close Checklist (`finance/month-end-close-checklist`), Rolling Forecast (`finance/rolling-forecast`), Impairment Test Memo (`finance/impairment-test-memo`), Transfer Pricing Local File (`finance/transfer-pricing-local-file`).

## 9. People and organisation

<!-- Guidance: People decide whether the thesis is delivered. Name the key people, plan retention and communication, and respect consultation duties. Pitfall: announcing organisational changes before the required consultation, or leaving people uncertain about their roles for months. -->

| ID | Activity | Owner | Deadline *(Example)* |
|---|---|---|---|
| PPL-001 *(Example)* | Retention arrangements for 6 named key people: EUR 150k in total, half paid at 6 months and half at 12 months after completion | [@hr-lead] | Signed before Day 1 |
| PPL-002 *(Example)* | Leadership structure for the target announced on Day 1; second-level roles confirmed by Day 30 | [@sponsor] | Day 30 |
| PPL-003 *(Example)* | Map Tallow Lane grades and benefits to Corvid frameworks; no changes to terms in the first 100 days | [@hr-lead] | Day 90 |
| PPL-004 *(Example)* | Inform and consult the Hamburg works council before any operational change that requires it | [@hr-lead] | Before each change |
| PPL-005 *(Example)* | Culture assessment and joint team sessions for product, sales and warehouse teams | [@hr-lead] | Day 60 |
| PPL-006 *(Example)* | Pulse survey of target employees | [@hr-lead] | Day 45 and Day 90 |

Retention payments are a cost of the acquisition. Under acquisition accounting, payments for future service are usually treated as post-combination expense rather than part of the price; confirm the treatment with the technical accounting lead.

Consultation duties vary by country. In Germany, the Works Constitution Act (Betriebsverfassungsgesetz) section 111 requires information and consultation with the works council on significant operational changes in undertakings with, as a rule, more than 20 employees eligible to vote. In the UK and other countries, collective consultation and information rules apply to redundancies and transfers. The UK site consolidation in SYN-001 needs a consultation plan approved by counsel before any announcement. Check local law for each change.

## 10. Customers and commercial

<!-- Guidance: Competitors approach the target's customers on the day the deal is announced. Protect revenue first, then pursue revenue synergies. Pitfall: changing account managers, prices or contract terms in the first months. -->

| ID | Activity | Owner | Deadline *(Example)* |
|---|---|---|---|
| COM-001 *(Example)* | Personal calls from senior leaders to the top 20 customers on Day 1 and Day 2 | [@commercial-lead] | Day 2 |
| COM-002 *(Example)* | Change-of-control consent obtained from the two top-10 customers identified in diligence (DDF-003) | [@commercial-lead] | Larger contract before completion (SPA condition); smaller by Day 30 |
| COM-003 *(Example)* | No changes to account managers, price lists or service levels before Day 100 | [@commercial-lead] | Day 100 |
| COM-004 *(Example)* | Joint offer: Tallow Lane fulfilment for Corvid merchants (SYN-101), piloted with 15 merchants | [@commercial-lead] | Launch Day 60 |
| COM-005 *(Example)* | Joint offer: Corvid checkout for Tallow Lane customers (SYN-102) | [@commercial-lead] | Design by Day 100 |
| COM-006 *(Example)* | Monitor churn, renewals and support tickets weekly against the pre-deal baseline | [@commercial-lead] | Weekly |

Customer messages should answer the questions customers actually ask: will my contract, contact person, price and service change, and whom do I call? Answer "no change" where that is true and give dates where it is not. The QoE revenue analysis provides the renewal dates and concentration figures that set the priority of calls.

## 11. Operations and IT

<!-- Guidance: Sequence separation and integration so that the business keeps running: first secure, then separate from the seller, then integrate into the acquirer. Pitfall: connecting networks on Day 1 without a security assessment, importing the target's vulnerabilities into the acquirer. -->

| ID | Activity | Owner | Deadline *(Example)* |
|---|---|---|---|
| OPS-001 *(Example)* | Cyber security assessment of the target estate, closing the open critical penetration test finding | [@it-lead] | Day 30 |
| OPS-002 *(Example)* | Identity and email migration design and pilot (TSA-002 exit) | [@it-lead] | Design Day 60; pilot Day 100 |
| OPS-003 *(Example)* | ERP migration plan and data migration rules (TSA-001 exit) | [@finance-systems-lead] | Approved Day 90 |
| OPS-004 *(Example)* | Hosting consolidation of the Tallow Lane product onto Corvid cloud contracts (SYN-002) | [@it-lead] | First workloads by Day 100 |
| OPS-005 *(Example)* | Carrier procurement: combined volumes tendered (SYN-003) | [@ops-lead] | Contracts signed Day 90 |
| OPS-006 *(Example)* | Coventry site consolidation business case (SYN-001) | [@ops-lead] | Decision Day 100 |
| OPS-007 *(Example)* | Deferred maintenance found in diligence: conveyor replacements in Hamburg | [@ops-lead] | Ordered Day 60 |
| OPS-008 *(Example)* | Business continuity plans updated for new contacts and suppliers | [@ops-lead] | Day 30 |

Use the Cutover Plan (`project/cutover-plan`) and the Data Migration Strategy (`architecture/data-migration-strategy`) for the ERP and identity moves. Plan each migration with a rehearsal and a rollback point, and schedule finance migrations away from month-end and year-end closes.

## 12. Synergy tracking

<!-- Guidance: Track each synergy from idea to cash with an owner, a baseline, a run-rate value and a stage. Separate cost and revenue synergies, and count revenue synergies at contribution margin, not revenue. Pitfall: reporting synergies as achieved when a plan is approved, rather than when the cost has left the books. -->

Stages: Identified (in the deal case), Validated (owner agrees value and plan), Actioned (decision implemented, for example a contract signed or a role removed), Realised (visible in the ledger against the baseline).

| ID | Synergy | Type | Run-rate target (EUR k) | Actioned by Day 100 (EUR k) | One-off cost (EUR k) | Owner | Stage |
|---|---|---|---|---|---|---|---|
| SYN-001 *(Example)* | Consolidate Coventry warehouse into a shared third-party UK logistics site | Cost | 225 | 0 | 400 | [@ops-lead] | Validated |
| SYN-002 *(Example)* | Hosting consolidation on Corvid cloud contracts | Cost | 150 | 50 | 175 | [@it-lead] | Actioned (part) |
| SYN-003 *(Example)* | Combined carrier procurement | Cost | 175 | 65 | 25 | [@ops-lead] | Actioned (part) |
| SYN-004 *(Example)* | Corvid shared finance and HR absorb the finance and HR standalone roles assumed in the QoE (105 + 60) | Cost | 165 | 0 | 225 | [@cfo] | Validated |
| SYN-005 *(Example)* | Software licences: duplicate tools cancelled | Cost | 85 | 85 | 10 | [@it-lead] | Actioned |
| Cost total *(Example)* | | | 800 | 200 | 835 | | |
| SYN-101 *(Example)* | Tallow Lane fulfilment sold to Corvid merchants: revenue 625 at 60% contribution | Revenue | 375 | 0 | 175 | [@commercial-lead] | Validated |
| SYN-102 *(Example)* | Corvid checkout sold to Tallow Lane customers: revenue 375 at 40% contribution | Revenue | 150 | 0 | 115 | [@commercial-lead] | Identified |
| Revenue total (contribution) *(Example)* | | | 525 | 0 | 290 | | |

Checks: cost run-rate 225 + 150 + 175 + 165 + 85 = 800; actioned 50 + 65 + 85 = 200, which is 25% of 800; one-off costs 400 + 175 + 25 + 225 + 10 + 175 + 115 = 1,125, the integration budget in section 1. Revenue synergies: 625 + 375 = 1,000 revenue; contribution 625 x 60% + 375 x 40% = 375 + 150 = 525. SYN-004 removes the standalone roles the QoE added to adjusted EBITDA (QOE-ADJ-008), so it is a genuine synergy against the deal case rather than a reversal of a diligence finding.

Value of the synergy case, for comparison with the price premium:

$$
\text{NPV}_{\text{synergies}} = \sum_{t=1}^{T} \frac{S_t \times (1 - \tau) - C_t}{(1 + r)^t}
$$

where $S_t$ is the synergy benefit in year $t$, $\tau$ the tax rate, $C_t$ the one-off cost after tax in year $t$ and $r$ the discount rate used in the valuation. Use the same phasing and discount rate as the valuation report; the integration plan should not create a second, different synergy value.

Tracking rules:

- Fix the baseline before Day 1: the cost lines and volumes against which each synergy is measured. Without a baseline, every saving is arguable.
- Report run-rate actioned and in-year realised separately. A saving actioned in month 9 delivers only a quarter of its run-rate in that year.
- Finance validates realised amounts against the ledger. Workstream leads propose; finance confirms.
- Keep dis-synergies visible, such as customers lost because of the deal or higher costs in a combined contract, and net them in the report.

## 13. Risks and dependencies

<!-- Guidance: Record the risks that could stop the thesis, with owners and mitigations, and the dependencies between workstreams. Keep the full log in the RAID log; show the top risks here. Pitfall: a long list of generic risks with no actions or dates. -->

| ID | Risk | Likelihood | Impact | Mitigation | Owner |
|---|---|---|---|---|---|
| RISK-001 *(Example)* | A top-10 customer terminates under its change-of-control clause | Medium | High (EUR 0.725m revenue across two contracts) | Consent before completion for the larger contract; executive sponsor per account | [@commercial-lead] |
| RISK-002 *(Example)* | ERP migration slips beyond the TSA-001 term | Medium | Medium (extension fees, control gaps) | Start migration design in month 1; negotiate extension option price now | [@finance-systems-lead] |
| RISK-003 *(Example)* | Key engineers leave after the announcement | Medium | High (product roadmap) | Retention letters (PPL-001); clear product leadership on Day 1 | [@hr-lead] |
| RISK-004 *(Example)* | Cyber weakness in the target estate exploited during integration | Low | High | Controlled access (D1-008); assessment OPS-001 before any network connection | [@it-lead] |
| RISK-005 *(Example)* | UK site consolidation delayed by consultation and lease terms | Medium | Medium (SYN-001 timing) | Consultation plan and landlord engagement started by Day 60 | [@ops-lead] |
| RISK-006 *(Example)* | Integration absorbs target management and growth slows | Medium | High | Product and sales preserved (section 2); integration roles staffed by Corvid where possible | [@sponsor] |

| Dependency | From | To | Date needed *(Example)* |
|---|---|---|---|
| Identity migration before ERP migration | OPS-002 | OPS-003 | 2027-07 |
| Completion accounts before opening balance sheet is final | FIN-004 | FIN-005 | 2027-03 |
| Consultation completed before SYN-001 announcement | PPL-004 | OPS-006 | Before decision |

How to keep the risk view useful:

- Review the top risks at every steering committee and change the ratings only with evidence, such as a customer renewal signed or a key engineer resigning. A risk table that never changes is not being managed.
- Link each risk to the diligence finding that raised it (for example RISK-001 to DDF-003 and RISK-002 to DDF-004), so the post-investment review can test whether diligence identified the right issues.
- Quantify impact in the units of the deal case: EBITDA, revenue at risk or one-off cost. This lets the steering committee compare mitigation spend with the value it protects.
- Escalate any dependency that slips past its date to the IMO the same week; most integration delays are dependency failures between workstreams rather than failures inside one workstream.

## 14. Communications

<!-- Guidance: Plan messages by audience, channel, sender and date for Day 1 and the following weeks. Consistency matters more than volume. Pitfall: employees learning about changes from customers or the press. -->

| Audience | Message | Channel | Sender | When *(Example)* |
|---|---|---|---|---|
| Target employees | Why Corvid acquired Tallow Lane, what changes and what does not, who leads | Town hall in Hamburg and Coventry, follow-up FAQ | Corvid CEO and Tallow Lane MD | Day 1, 09:00 local |
| Corvid employees | Deal rationale and how teams will work together | All-hands and intranet | Corvid CEO | Day 1 |
| Top 20 customers | Continuity of service and contacts; new bank details with verification | Personal call, then letter | Tallow Lane MD, account managers | Day 1 to Day 2 |
| Other customers | Same, by letter and email | Email and website notice | Commercial lead | Day 1 |
| Suppliers and carriers | New invoicing details, continuity | Letter | Procurement lead | Day 1 to Day 5 |
| Works council | Information on the transaction and planned steps | Meeting | HR lead and MD | Day 1 and before each change |
| Media and investors | Completion announcement | Press release | Corvid communications | Day 1 |

Use the Communication Plan (`project/communication-plan`) for the full calendar. Prepare a Q&A for managers and update it weekly with the questions employees actually ask.

## 15. Milestones, KPIs and the 100-day review

<!-- Guidance: Define what success at Day 30, 60 and 100 looks like and measure it. The 100-day review decides what continues, what stops and what changes for the rest of the integration. Pitfall: a review that reports activities completed instead of outcomes against the thesis. -->

| Checkpoint | Outcomes expected *(Example)* |
|---|---|
| Day 30 (2027-02-02) | Day 1 issues closed; January results reported; second-level organisation confirmed; cyber assessment complete; treasury integrated |
| Day 60 (2027-03-04) | Second close on Corvid calendar; policy alignment decided; first cross-sell pilot launched; completion accounts ready to issue on 2027-03-05 |
| Day 90 (2027-04-03) | Key controls mapped; TSA exit plans approved; carrier contracts signed |
| Day 100 (2027-04-13) | Review held; plan for months 4 to 12 approved |

| KPI | Target at Day 100 *(Example)* | Actual |
|---|---|---|
| Top 20 customers retained | 20 of 20 | [n] |
| Key people retained | 6 of 6 | [n] |
| Cost synergies actioned (run-rate) | EUR 200k | [EUR k] |
| Integration spend against budget to date | Within 10% | [%] |
| TSA services with approved exit plan | 3 of 3 | [n] |
| Monthly reporting on time (working day 5) | 2 of 2 closes from February | [n] |
| Employee pulse score | At or above pre-deal baseline | [score] |

The 100-day review report answers:

1. Is the deal thesis still valid? What has changed since signing?
2. Which objectives in section 1 were met, and which were not and why?
3. What is the status of synergies by stage, and the forecast run-rate by year end and end of 2028?
4. Which risks have materialised, and which new ones appeared?
5. What changes to scope, organisation, budget or timeline are needed for months 4 to 12?
6. Which lessons should the acquirer's M&A playbook record?

After the review, move from the IMO cadence to monthly steering committee meetings, and plan the formal Post-Investment Review (`finance/post-investment-review`) at 12 to 24 months to compare outcomes with the approved investment case.

## 16. Glossary and references

<!-- Guidance: Define integration terms for readers outside the deal team, and list the laws, standards and templates referenced. -->

### 16.1 Glossary

| Term | Meaning |
|---|---|
| Day 1 | The completion date, when ownership transfers |
| IMO | Integration management office, the team that coordinates the integration |
| Gun-jumping | Implementing a transaction or exercising control before required clearances |
| TSA | Transitional services agreement: the seller provides services to the target for a limited period |
| Reverse TSA | The target provides services to the seller after completion |
| Run-rate synergy | Annual value of a synergy once fully in place |
| Realised synergy | Synergy visible in the accounts against the agreed baseline |
| Dis-synergy | Cost or revenue loss caused by the transaction |
| Measurement period | Period after an acquisition during which provisional acquisition accounting amounts can be finalised |
| Purchase price allocation | Allocation of the consideration to identifiable assets and liabilities, with the residual as goodwill |

### 16.2 References

| Reference | Version or date | Use |
|---|---|---|
| Council Regulation (EC) No 139/2004 (EU Merger Regulation) | Consolidated text on EUR-Lex | Standstill before clearance |
| Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. 18a | Current | US waiting period |
| National Security and Investment Act 2021 (UK) | GOV.UK guidance updated 2026-07-15 | UK investment screening |
| Betriebsverfassungsgesetz (Germany) section 111 | Current text | Works council consultation |
| Gesetz gegen Wettbewerbsbeschränkungen (GWB, Germany) section 35 | Current text | Why no German merger filing is needed in the example |
| IFRS 3 Business Combinations | Name only | Acquisition accounting and measurement period |
| FASB ASC Topic 805, Business Combinations | Topic number only | US GAAP equivalent |
| Valuation Report (`finance/valuation-report`) | [VAL-2026-002] | Synergy case and price |
| Quality of Earnings Scope (`finance/quality-of-earnings-scope`) | [QOE-2026-001] | Peg, net debt, standalone costs |
| Due Diligence Request List (`finance/due-diligence-request-list`) | [DDR-2026-001] | Findings DDF-001 to DDF-005 |
| Post-Investment Review (`finance/post-investment-review`) | Related | Benefits review at 12 to 24 months |

## Standard and licence note

Based on public law cited by name and number (EU Merger Regulation, Hart-Scott-Rodino Act, UK National Security and Investment Act 2021, German Works Constitution Act) and on common integration practice, with IFRS 3 and FASB ASC Topic 805 cited by name and number only; no text from those standards, or from any adviser's integration methodology, is reproduced or paraphrased. IFRS is a trade mark of the IFRS Foundation. The structure, checklists, formulas and worked example are original. Corvid Commerce Group plc, Tallow Lane Logistics GmbH, Marlow Ridge Holdings AG and all figures are fictional. Check the current official texts and take advice in each jurisdiction before use. This is a document format, not financial, investment, tax, legal or accounting advice. Template licence: MIT.