NDAQ » Topics » We may not be able to successfully integrate our recently acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.

These excerpts taken from the NDAQ 10-K filed Feb 27, 2009.

We may not be able to successfully integrate our recently acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.

 

We continue to rationalize, coordinate and integrate the operations of our recently acquired businesses. This process involves complex technological, operational and personnel-related challenges, which are time-consuming

 

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and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:

 

   

unforeseen difficulties, costs or complications in combining the companies’ operations, which could lead to us not achieving the synergies we anticipate;

 

   

unanticipated incompatibility of systems and operating methods;

 

   

inability to use capital assets efficiently to develop the business of the combined company;

 

   

the difficulty of complying with government-imposed regulations in both the U.S. and Europe, which may be different from each other;

 

   

resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures among the combined companies;

 

   

the diversion of management’s attention from ongoing business concerns and other strategic opportunities;

 

   

the integration of the respective businesses, operations and workforces;

 

   

unforeseen difficulties in operating acquired businesses in parallel with similar businesses that we operated previously;

 

   

unforeseen difficulties in operating businesses we have not operated before;

 

   

unanticipated difficulty of integrating multiple acquired businesses simultaneously;

 

   

the retention of key employees and management;

 

   

the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. generally accepted accounting principles, or U.S. GAAP, and U.S. securities laws and regulations, including the Sarbanes Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;

 

   

the coordination of geographically separate organizations;

 

   

the coordination and consolidation of ongoing and future research and development efforts;

 

   

possible tax costs or inefficiencies associated with integrating the operations of the combined company;

 

   

pre-tax restructuring and revenue investment costs;

 

   

the retention of strategic partners and attracting new strategic partners; and

 

   

negative impacts on employee morale and performance as a result of job changes and reassignments.

 

For these reasons, we may not achieve the anticipated financial and strategic benefits from our recent acquisitions. Any actual cost savings and synergies may be lower than we currently expect and may take a longer time to achieve than we currently anticipate, and we may fail to realize the anticipated benefits of the recent acquisitions.

 

We may not be able to successfully integrate our recently acquired businesses, which
may result in an inability to realize the anticipated benefits of our acquisitions.

 

FACE="Times New Roman" SIZE="2">We continue to rationalize, coordinate and integrate the operations of our recently acquired businesses. This process involves complex technological, operational and personnel-related challenges, which are
time-consuming

 


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Table of Contents



and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

unforeseen difficulties, costs or complications in combining the companies’ operations, which could lead to us not achieving the synergies we anticipate;

 







  

unanticipated incompatibility of systems and operating methods;

 







  

inability to use capital assets efficiently to develop the business of the combined company;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the difficulty of complying with government-imposed regulations in both the U.S. and Europe, which may be different from each other;


 







  

resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures among the combined companies;

 







  

the diversion of management’s attention from ongoing business concerns and other strategic opportunities;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the integration of the respective businesses, operations and workforces;

SIZE="1"> 







  

unforeseen difficulties in operating acquired businesses in parallel with similar businesses that we operated previously;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

unforeseen difficulties in operating businesses we have not operated before;

SIZE="1"> 







  

unanticipated difficulty of integrating multiple acquired businesses simultaneously;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the retention of key employees and management;

 







  

the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. generally
accepted accounting principles, or U.S. GAAP, and U.S. securities laws and regulations, including the Sarbanes Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the coordination of geographically separate organizations;

SIZE="1"> 







  

the coordination and consolidation of ongoing and future research and development efforts;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

possible tax costs or inefficiencies associated with integrating the operations of the combined company;

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

pre-tax restructuring and revenue investment costs;

 







  

the retention of strategic partners and attracting new strategic partners; and

SIZE="1"> 







  

negative impacts on employee morale and performance as a result of job changes and reassignments.

STYLE="margin-top:0px;margin-bottom:0px"> 

For these reasons, we may not achieve the anticipated financial and strategic
benefits from our recent acquisitions. Any actual cost savings and synergies may be lower than we currently expect and may take a longer time to achieve than we currently anticipate, and we may fail to realize the anticipated benefits of the recent
acquisitions.

 

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2009
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