1. Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-1 Chapter 10

2. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 2 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-2 MissionObjectives External Analysis Internal Analysis Strategic Choice Strategy Implementation Competitive Advantage The Strategic Management Process Corporate Level Strategy Which Businesses to Enter? Vertical Integration Diversification Strategic Alliances Mode of Entry? Mergers & Acquisitions

3. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 3 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-3 Logic of Corporate Level Strategy Applies Corporate level strategy should create value: 2)such that businesses forming the corporate whole are worth more than they would be under independent ownership 3)that equity holders cannot create through portfolio investing 1)such that the value of the corporate whole increases

4. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 4 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-4 Mergers & Acquisitions Defined MergersAcquisitions two firms are combined on a relatively co-equal basis one firm buys another firm the words are often used interchangeably even though they mean something very different merger sounds more amicable, less threatening

5. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 5 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-5 parent stocks are usually retired and new stock issued name may be one of the parents’ or a combination can be a controlling share, a majority, or all of the target firm’s stock can be friendly or hostile MergersAcquisitions Mergers & Acquisitions Defined usually done through a tender offer one of the parents usually emerges as the dominant management

6. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 6 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-6 Mergers & Acquisitions Defined Types of M&A Activity FTC Categories Vertical Horizontal Product Extension Market Extension Conglomerate » suppliers or customers » competitors » complementary products » complementary markets » everything else Related Unrelated

7. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 7 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-7 Do Mergers and Acquisitions Create Value? The Logic Unrelated M&A Activity there would be no expectation of value creation due to the lack of synergies between businesses there might be value creation due to efficiencies from an internal capital market there might be value creation due to the exploitation of a conglomerate discount a corporate raider who buys and restructures firms

8. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 8 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-8 Do Mergers and Acquisitions Create Value? The Logic Related M&A Activity value creation would be expected due to synergies between divisions economies of scale economies of scope transferring competencies sharing infrastructure, etc.

9. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 9 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-9 Do Mergers and Acquisitions Create Value? The Empirical Evidence this reflects the market’s assessment of the expected value of the merger or acquisition these studies look at what happens to the price of both the acquirer’s stock and the target’s stock thus, we can see who is capturing any expected value that may be created Research is based on stock market reaction to the announcement of M&A activity

10. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 10 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-10 Do Mergers and Acquisitions Create Value? The Empirical Evidence Acquiring Firms Target Firms M&A Activity creates value, on average, as follows: no value created value increases by about 25% related M&A activity creates more value than unrelated M&A activity M&A activity creates value, but target firms capture it

11. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 11 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-11 Entrepreneurship in M & As (p.318) Business Angels Venture Capital Firms (VC) Initial Public Offering (IPO) Cashing Out

12. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 12 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-12 Why is M&A Activity So Prevalent? If managers know that acquiring firms do not capture any value from M&A’s, why do they continue to merge and acquire? Survival Free Cash Flow cash generating, normal return investment avoid competitive disadvantage avoid scale disadvantages

13. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 13 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-13 Why is M&A Activity So Prevalent? If managers know that acquiring firms do not capture any value from M&A’s, why do they continue to merge and acquire? Agency Problems Managerial Hubris managers benefit from increases in size managers benefit from diversification managers believe they can beat the odds

14. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 14 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-14 Why is M&A Activity So Prevalent? If managers know that acquiring firms do not capture any value from M&A’s, why do they continue to merge and acquire? Above Normal Profits proposed M&A activity may satisfy the logic of corporate level strategy managers may see economies that the market can’t see some M&A activity does generate above normal profits (expected and operational over the long run)

15. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 15 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-15 Yes, if managers’ abilities meet VRIO criteria Competitive Advantage Can an M&A strategy generate sustained competitive advantage? 2 Managers may be good at doing ‘deals’ 1 Managers may be good at recognizing & exploiting potentially value-creating economies with other firms 3 Managers may be good at both

16. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 16 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-16 Competitive Advantage Recognizing and Exploiting Economies of Scope Private EconomiesFirm A Firm B Firm C $10,000 $12,000 Firm C’s recognized value is $10,000 Firm A can earn a profit of $2,000 only if the economy remains private BiddersTarget Firm A sees value of $12,000 in Firm C

17. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 17 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-17 Competitive Advantage Recognizing and Exploiting Economies of Scope Costly-to-Imitate Economies Firm A Firm B Firm C $10,000 $12,000 BiddersTarget if the economy between A & C is costly to imitate, it doesn’t matter if other firms know Firm A can still earn a $2,000 profit

18. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 18 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-18 Competitive Advantage Recognizing and Exploiting Economies of Scope Firm A Firm B Firm C $10,000 BiddersTarget Unexpected Economies Firm C has a market value of $10,000 Firm A buys Firm C for $10,000 Firm C turns out to be worth $12,000 $12,000

19. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 19 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-19 Competitive Advantage Doing the Deal Bidding Firm’s Perspective Search for Rare Economies Limit Information to Other Bidders Limit Information to the Target Avoid Bidding Wars Close the Deal Quickly Seek Thinly Traded Markets

20. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 20 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-20 Competitive Advantage Doing the Deal Target Firm’s Perspective Seek Information from Bidders Invite Other Bidders to Join in Bidding Contest Delay, But Do Not Stop the Acquisition

21. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 21 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-21 Implementation Issues Structure, Control, and Compensation M&A activity requires responses to these issues: m-form structure is typically used management controls & compensation policies are similar to those used in diversification strategies Managers must decide on the level of integration: target firm may remain somewhat autonomous target firm may be completely integrated

22. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 22 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-22 Implementation Issues Cultural Differences high levels of integration require greater cultural blending cultural blending may be a matter of: combining elements of both cultures essentially replacing one culture with the other integration may be very costly, often unanticipated the ability to integrate efficiently may be a source of competitive advantage

23. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 23 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-23 Target Response Strategies to a Takeover Attempt Reduce the wealth of target firm equity holders. –Greenmail –Standstill Agreements –Poison Pills Do not affect wealth of target firm equity holders. –Shark Repellents –Pac Man Defense –Crown Jewel Sale –Law Suits

24. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 24 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-24 Target Response Strategies to a Takeover Attempt Increase the wealth of the target firm equity holders. –White Knights –Create a Bidding Auction –Golden Parachutes

25. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 25 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-25 International Issues Government Policy governments may constrain ownership by foreign firms governments may restrict repatriation of profits government labor policy may limit a firm’s ability to apply management practices to target firm

26. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 26 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-26 International Issues Cultural Issues Time Orientation Long-term Short-term Goal Orientation Aggressive Passive Uncertainty Orientation Acceptance Avoidance Power Orientation ToleranceRespect Social Orientation Individualism Collectivism (Hofstede, 1980)

27. Mergers & Acquisitions Strategic Management & Competitive Advantage – Barney & Hesterly 27 Mergers and Acquisitions Copyright © 2006 Pearson Prentice Hall. All rights reserved. Strategic Management & Competitive Advantage - Barney & Hesterly 10-27 Summary M&A activity is a mode of entry for vertical integration and diversification strategies M&A activity can create economic value at announcement, but target firms usually capture that value A firm’s M&A strategy should satisfy the logic of corporate level strategy M&A activity can create value over the long term for the acquiring firm