M&A Communications by MWWPR

M&A COMMUNICATIONS

The current media environment – characterized by the 24/7 nature of the news cycle, boosted by the proliferation of social media channels, and complicated by the decentralization of information control and curation – presents new challenges and opportunities for organizations engaged in mergers, acquisitions and related complex transactions. It is no longer sufficient to issue a day-of-transaction press release and hope for positive coverage. In advance of a deal, it’s essential to map out the universe of stakeholders and develop the correct customized messaging and delivery channels for each audience to 2

ensure consistency and effectiveness of communication, and, ultimately, a successful transaction. MWW has deep experience in counseling companies, private equity firms, venture capital firms and other investors (on both sides of a deal) through complex transactions. Just as a merger or acquisition introduces a new chapter in an organization’s story, we construct a strategy that spans the lifecycle of a transaction – from its early stages through its integration – positioning the transaction for positive reception from key stakeholders, and ultimately positioning the new enterprise for success. © MWW GROUP, ALL RIGHTS RESERVED | M&A

WE WORK IN PARTNERSHIP WITH YOUR EXECUTIVE TEAM, LEGAL AND FINANCIAL ADVISORS, AND COMMUNICATIONS TEAMS TO ENSURE SEAMLESS MESSAGE DELIVERY, AND TO CRAFT AND EXECUTE POST-DEAL STRATEGIES THAT PRESERVE AND ENHANCE THE REPUTATION AND THE VALUE OF THE COMPANY WHILE ESTABLISHING A FRAMEWORK FOR YOUR FUTURE BUSINESS. © MWW GROUP, ALL RIGHTS RESERVED | M&A

MWW BRINGS MORE THAN TWO DECADES OF EXPERTISE IN NAVIGATING THE COMPLEX COMMUNICATIONS CHALLENGES FOR THE M&A ENVIRONMENT, THROUGH ALL CYCLES OF THE CAPITAL MARKETS. AN INTEGRATED APPROACH TO DIGITAL AND SOCIAL MEDIA, AS WELL AS DEEP INSIGHT INTO THE IMPACT OF REGULATORY AND LEGISLATIVE INFLUENCERS, SETS MWW APART AND CREATES AN EFFICIENT, COMPREHENSIVE COMMUNICATIONS TEAM THAT ELEVATES BOTH THE STRATEGY AND IMPACT OF OUR PROGRAMS.

OUR M&A EXPERIENCE

MWW is a top-five independent agency with nine offices across the United States and in London. We offer the depth, expertise and resources of a major national firm, but the ability to remain nimble, entrepreneurial and committed to providing senior-staff attention. It’s built into our business model and it’s one of the key reasons we chose to regain our independence from an agency holding company.

OUR MISSION Our mission is to create relevance for our clients and make them matter more to their key stakeholders. We do this by providing them with the best strategic, integrated communications counsel and effective, measurable implementation. Particularly in the complex arena of mergers, acquisitions and related transactions, it is critical to map out a varied universe of stakeholders and identify the correct channels and methods by which to communicate a unified message. Further, our deep sensitivity to regulatory and governmental relations informs our approach to all modes of interaction with concerned and interested parties.

TOTAL STAKEHOLDER APPROACH

CUSTOMERS

ANALYSTS

POLICY MAKERS / REGULATORS

ACADEMICS & INFLUENCERS

CEO BRAND

MEDIA

CURRENT / PROSPECTIVE EMPLOYEES

GENERAL PUBLIC

ONLINE INFLUENCERS / BLOGOSPHERE

OUR M&A EXPERIENCE

TRANSACTION COMMUNICATIONS

PRE-TRANSACTION/PRE-ANNOUNCEMENT The pre-announcement phase is largely preparatory, and, in many ways, it is the most critical. All parties on both sides of the deal must coordinate to ensure a unity of messaging that will satisfy market participants, employees and shareholders, regulators, media, and analysts. Tactically, this involves: • Transaction announcement strategy – what are we hoping to accomplish? Is this an opportunity to tell a broader story about one or more of the parties? Or is this a situation where we prefer to limit the level of attention given to the deal?

• Establishing a “leak strategy” in coordination with legal/financial teams, including communications materials and defensive/offensive tactics, i.e., development of Holding Statements for speculative inquiries

• Review and modification (as needed) of existing media protocols and social media policy

• Organizational communications cascade – preparation, training and support for managers, supervisors and others (as appropriate)

•

Creating an overarching “narrative” or story around the transaction in alignment with the core strategy for the announcement

• Stakeholder and influencer mapping and prioritization • Development of an overarching communications plan, including:

• Spokesperson evaluation and training • Coordinating with legal/financial team and investment bankers • For public companies, preparing communications materials around proxy solicitation

• Media strategy and stakeholder specific communications “packages” – press releases, web copy, social media updates, stakeholder-specific FAQs 8

TRANSACTION ANNOUNCEMENT Our day-of-announcement execution involves:

• Initiating rollout of communications program • Coordinating day-of events and outreach • Managing media interviews with targeted

reporters/publications

• Financial community communications, including investor

conference calls and sell-side outreach

• Initiating media/social media engagement • Monitoring and providing ongoing media/social media

reporting and analysis

• Launching website transaction pages

POST-TRANSACTION: POST-MERGER INTEGRATION

The majority of mergers fail due to issues related to post-merger integration. Communications can be an important element of successful integration. From an external perspective, once the news event has passed, the company faces a new and varied set of expectations from its constituencies. Effective communications can align expectations and timelines and provide the necessary leeway for the new entity to integrate effectively and begin delivering against those expectations. From an internal perspective, integration of culture and of operations can be materially improved via robust communications. Communications around post-merger/ post-acquisition integration may involve a comprehensive strategy combining messaging

around culture; internal communications to preserve and encourage workforce buy-in; executive eminence for the new or combined management team, with an eye toward banking additional reputational capital; and Corporate Social Responsibility (CSR) programming that broadcasts and enforces your organization’s values. Just as the announcement of the deal requires a consistency of messaging to varied parties, the next chapter also requires telling your story using a common narrative for all stakeholders, again customized for each audience. Your story reflects a set of principles and value propositions that needs to be relayed in a powerful, compelling and consistent fashion.

EXECUTIVE EMINENCE Your stakeholders trust people, not companies. For companies in transition, putting a “face” to the organization via executive eminence can be an extremely effective mechanism for cultivating and preserving stakeholder support. Our proprietary CEO EquityBuilder methodology positions executives in the marketplace and leverages 10

their leadership for overall corporate reputation enhancement. A research-based, strategic approach to CEO and executive branding, CEO EquityBuilder identifies issues in corporate reputation management and customizes programs for all phases of the CEO “life cycle” (pre-CEO, new CEO and established CEO). © MWW GROUP, ALL RIGHTS RESERVED | M&A

WHAT ARE WE TRYING TO ACCOMPLISH?

YOUR STORY REFLECTS A SET OF PRINCIPLES AND VALUE PROPOSITIONS THAT NEEDS TO BE RELAYED IN A POWERFUL, COMPELLING AND CONSISTENT FASHION.

EMPLOYEE COMMUNICATIONS

Employees are the universal touchpoint for all of your other constituencies, and their attitudes, actions and activism can have more of a direct impact on your reputation than any other group, particularly with the rise of peer-to-peer influence via social media. MWW takes a methodical approach to achieve just that for our clients. Using Employee IQ, our proprietary planning tool designed to identify the perceptions and needs of your workforce and its divergent subgroups, we create a customized blueprint for the organization’s employee communications structure.

CSR When two entities merge, they don’t just need to combine their IT systems and align employee benefit packages. The values a company stands for and its approach to citizenship and stewardship – of the company, the industry, the community and of the planet – also must find a common ground. What a company stands for can be as important as what it sells or what it is worth when employees choose where to work, when customers determine which brands they support, and even when shareholders choose where to invest. Whether developing a new CSR platform and program from scratch or finding an authentic approach to synthesizing two distinct programs, MWW can guide companies through this transition and determine how and where citizenship fits into the overarching narrative.

INVESTOR RELATIONS

This requires a deep understanding of the regulatory environment in each market, analyst and investor expectations, and the ability to develop a compelling narrative to support the companyâ&#x20AC;&#x2122;s investment story. It also demands a proactive approach and preparedness to quickly react to market speculation, unfavorable analyst reports, leaks or lawsuits. Open, transparent and timely communication to target audiences is essential to the reputation of your company and the protection of your brand. MWW brings a unique perspective, given our deep understanding of the dynamic commercial marketplace and how global capital markets function. We work with clients to address the priorities of the various constituencies of importance along the value chain, including analysts and investors, customers and partners, regulators and policymakers, as well as industry professionals and media. Our investor relations approach helps clients create a distinctive communications platform that allows senior management to communicate a compelling value proposition both clearly and effectively. This approach is also supported by both qualitative and quantitative research to 14

better inform and measure a companyâ&#x20AC;&#x2122;s communication strategies. MWW can provide investor communication plan development and advisory services throughout the transaction. We can provide market intelligence, including investor and analyst perception studies; evaluation of the market, relevant peer sets and comparable situations; and shareholder alignment evaluation, including sentiment reviews and shareholder base diagnostics. In addition, MWW can support materials development, including presentation, fact sheet and press releases; preparation of management for engaging with the investor community; and investor outreach and meeting facilitation. ÂŠ MWW GROUP, ALL RIGHTS RESERVED | M&A

EFFECTIVE FINANCIAL COMMUNICATIONS ARE CRITICAL TO ATTAINING AND MAINTAINING INVESTOR INTEREST, SUPPORTING THE OPTIMAL PRICING OF EQUITY AND DEBT INSTRUMENTS, AND EXECUTING SUCCESSFUL M&A DEALS, WHETHER PUBLIC OR PRIVATE.

MWW is one of the largest full-service, independent public relations firms with more than 200 communications professionals collaborating across nine offices in the US and abroad: New York, Los Angeles, Chicago, San Francisco, Washington DC, Dallas, East Rutherford, Trenton, and London.

FOR MORE INFORMATION, PLEASE CONTACT: Carreen Winters

Executive Vice President 201-964-2410 | cwinters@mww.com

MWW

304 Park Avenue South, 8th Floor New York, NY 10010 MWW.COM

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