1. 霍国庆 中国科学院研究生院管理学院 leohuo@gscas.ac.cn
第八章 公司层战略 购并战略
霍国庆
中国科学院研究生院管理学院

2. 购并战略
About 40-45% of the acquisitions in recent years have been made across country borders;
There were acquisitions valued $1.3 trillion in the 1980s, but acquisitions in the 1990s exceeded $11 trillion in value.
The annual value of mergers and acquisitions peaked in 2000 at about $3.4 trillion and fell to about $1.75 trillion in 2001.

3. 合并，收购和接管
Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis.
Acquisition: a strategy through which one firm buys a controlling, or 100%, interest in another firm with the intent of making the acquired firm a subsidiary business within its own portfolio.
Takeover: a special type of an acquisition strategy wherein the target firm did not solicit the acquiring firm’s bid

4. 购并的原因 Acquisitions Learn and develop new capabilities Increase
market power
Reshape firm’s
competitive scope
Acquisitions
Overcome
entry barriers
Increase
diversification
Cost of new
product development
Lower risk compared
to developing new
products
Increase speed
to market

5. 购并的原因 Increased Market Power Factors increasing market power
when a firm is able to sell its goods or services above competitive levels or
when the costs of its primary or support activities are below those of its competitors
usually is derived from the size of the firm and its resources and capabilities to compete
Market power is increased by
horizontal acquisitions
vertical acquisitions

6. 购并的原因 Overcome Barriers to Entry Barriers to entry include
economies of scale in established competitors
differentiated products by competitors
enduring relationships with customers that create product loyalties with competitors
acquisition of an established company
may be more effective than entering the market as a competitor offering an unfamiliar good or service that is unfamiliar to current buyers
provides a new entrant with immediate market access

7. Cost of New Product Development
购并的原因
Cost of New Product Development
and Speed to Market
Significant investments of a firm’s resources are required to
Develop new products internally
introduce new products into the marketplace
Acquisition of a competitor may result in
more predictable returns
faster market entry
rapid access to new capabilities

8. to Developing New Products
购并的原因
Lower Risk Compared
to Developing New Products
An acquisition’s outcomes can be estimated more easily and accurately compared to the outcomes of an internal product development process
Therefore managers may view acquisitions as lowering risk

9. 购并的原因 Increased Diversification
It may be easier to develop and introduce new products in markets currently served by the firm
It may be difficult to develop new products for markets in which a firm lacks experience
it is uncommon for a firm to develop new products internally to diversify its product lines
acquisitions are the quickest and easiest way to diversify a firm and change its portfolio of business

10. 购并的原因 Reshaping the Firms’ Competitive Scope
Firms may use acquisitions to reduce their dependence on one or more products or markets
Reducing a company’s dependence on specific markets alters the firm’s competitive scope

11. 购并的原因 Learning and Developing New Capabilities
Acquisitions may gain capabilities that the firm does not possess
Acquisitions may be used to
acquire a special technological capability
broaden a firm’s knowledge base
reduce inertia

12. focused on acquisitions
购并中存在的问题
Integration
difficulties
Resulting firm
is too large
Acquisitions
Inadequate
evaluation of target
Managers overly
focused on acquisitions
Large or
extraordinary debt
Too much
diversification
Inability to
achieve synergy

13. 购并中存在的问题 Integration Difficulties Integration challenges include
melding two disparate corporate cultures
linking different financial and control systems
building effective working relationships (particularly when management styles differ)
resolving problems regarding the status of the newly acquired firm’s executives
loss of key personnel weakens the acquired firm’s capabilities and reduces its value

14. 购并中存在的问题 Inadequate Evaluation of Target
Evaluation requires that hundreds of issues be closely examined, including
financing for the intended transaction
differences in cultures between the acquiring and target firm
tax consequences of the transaction
actions that would be necessary to successfully meld the two workforces
Ineffective due-diligence process may
result in paying excessive premium for the target company

15. 购并中存在的问题 Large or Extraordinary Debt
Firm may take on significant debt to acquire a company
High debt can
increase the likelihood of bankruptcy
lead to a downgrade in the firm’s credit rating
preclude needed investment in activities that contribute to the firm’s long-term success

16. 购并中存在的问题 Inability to Achieve Synergy
Synergy exists when assets are worth more when used in conjunction with each other than when they are used separately
Firms experience transaction costs when they use acquisition strategies to create synergy
Firms tend to underestimate indirect costs when evaluating a potential acquisition

17. 购并中存在的问题 Too Much Diversification
Diversified firms must process more information of greater diversity
Scope created by diversification may cause managers to rely too much on financial rather than strategic controls to evaluate business units’ performances
Acquisitions may become substitutes for innovation

18. 购并中存在的问题 Managers Overly Focused on Acquisitions
Managers in target firms may operate in a state of virtual suspended animation during an acquisition
Executives may become hesitant to make decisions with long-term consequences until negotiations have been completed
Acquisition process can create a short-term perspective and a greater aversion to risk among top-level executives in a target firm

19. 购并中存在的问题
Too Large
Additional costs may exceed the benefits of the economies of scale and additional market power
Larger size may lead to more bureaucratic controls
Formalized controls often lead to relatively rigid and standardized managerial behavior
Firm may produce less innovation

20. 有效购并 Attributes Results Complementary Assets or Resources
Buying firms with assets that meet current needs to build competitiveness
Friendly Acquisitions
Friendly deals make integration go more smoothly
Careful Selection Process
Deliberate evaluation and negotiations are more likely to lead to easy integration and building synergies
Maintain Financial Slack
Provide enough additional financial resources so that profitable projects would not be foregone

21. 有效购并 Attributes Results Low-to-Moderate Debt
Merged firm maintains financial flexibility
Sustain Emphasis on Innovation
Continue to invest in R&D as part of the firm’s overall strategy
Flexibility
Has experience at managing change and is flexible and adaptable

22. 购并后的重组 Downsizing Downscoping Leveraged Buyout (LBO)
Wholesale reduction of employees
Downscoping
Selectively divesting or closing non-core businesses
Reducing scope of operations
Leads to greater focus
Leveraged Buyout (LBO)
A party buys a firm’s entire assets in order to take the firm private.

23. 购并后的重组 Three types of LBOs MBOs (Management Buyouts)
EBOs (Employee buyouts)
Whole-firm buyouts

24. Restructuring and Outcomes
Reduced labor
costs
Loss of
human capital
Downsizing
Reduced debt
costs
Lower
performance
Downscoping
Emphasis on
strategic controls
Higher
performance
Leveraged
buyout
High debt costs
Higher risk

25. To Diversify or Not To Diversify
What can our company do better than any of its competitors in its current market?
What strategic assets do we need in order to succeed in the new market?
Can we catch up to or leapfrog competitors at their own game?
Will diversification break up strategic assets that need to be kept together?
Will we be simply a player in the new market or will we emerge a winner?
What can our company learn by diversifying, and are we sufficiently organized to learn it?

26. Making the Deal Real The Wheel of Fortune Pre-acquisition
Due diligence
Negotiation announcement
close
Foundation building
Launch
Acquisition integration workout
Strategy formulation
Rapid integration
Implementation
Course assessment and adjustment
Assimilation
Long term plan evaluation and adjustment
Capitalizng on success

27. Making the Deal Real The Wheel of Fortune Pre-acquisition
Begin cultural assessment
Identify business/cultural barriers to integration success
Select integration manager
Assess strengths/weaknesses of business and function leaders
Develop communication strategy

28. Making the Deal Real The Wheel of Fortune Foundation building
Formally introduce integration manager
Orient new executives to GE Capital business rhythms and nonnegotiables
Jointly formulate integration plan, including 100-day and communication plans
Visibly involve senior management
Provide sufficient resources and assign accountability

29. Making the Deal Real The Wheel of Fortune Rapid integration
Use process mapping, CAP, and workout to accelerate integration
Use audit staff for process audits
Use feedback and learning to continually adapt integration plan
Initiate short-term management exchange

30. Making the Deal Real The Wheel of Fortune Assimilation
Continue developing common tools, practices, processes, and language
Continue longer-term management management exchange
Utilize corporate education center and Crotonville
Use audit staff for integration audit

31. Making the Deal Real Lesson 1
Acquisition integration is a process that begins with due diligence and runs through the ongoing management of the new enterprise.

32. Making the Deal Real Lesson 2
Integration management is a full-time job and needs to be recognized as distinct business function, just like operation, marketing, or finance.

33. Making the Deal Real Lesson 3
Decisions about management structure, key roles, reporting relationships, layoffs, restructuring, and other career-affecting aspects of the integration should be made, announced, and implemented as soon as possible after the deal is signed.

34. Making the Deal Real Lesson 4
A successful integration melds not only the various technical aspects of the businesses but also the different cultures.
The best way to do so is to get people working together quickly to solve business problems and accomplish results that could not have been achieved before.