1. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. Presentation design by Charlie Cook Chapter 7 Merger and Acquisition Strategies Part 2 Strategic Actions: Strategy Formulation

2. Studying this chapter should provide you with the strategic management knowledge needed to: Learning Objectives 1.Explain the popularity of merger and acquisition strategies in firms competing in the global economy. 2.Discuss reasons why firms use an acquisition strategy to achieve strategic competitiveness. 3.Describe seven problems that work against achieving success when using an acquisition strategy. 4.Name and describe the attributes of effective acquisitions. 5.Define the restructuring strategy and distinguish among its common forms. 6.Explain the short- and long-term outcomes of the different types of restructuring strategies. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–2

3. Mergers, Acquisitions, and Takeovers: What are the Differences? Merger –Two firms agree to integrate their operations on a relatively co-equal basis. Acquisition –One firm buys a controlling, or 100% interest in another firm with the intent of making the acquired firm a subsidiary business within its portfolio. Takeover –An acquisition in which the target firm did not solicit the acquiring firm’s bid for outright ownership. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–3

4. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–4 Figure 7.1Reasons for Acquisitions and Problems in Achieving Success Reasons for Acquisitions Problems in Achieving Success

5. Reasons for Acquisitions © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–5 Learning and developing new capabilities Reshaping firm’s competitive scope Increaseddiversification Lower risk than developing new products Cost of new product development Overcoming entry barriers Increase speed to market Increased market power Making an Acquisition

6. Acquisitions: Increased Market Power Factors increase market power when: –There is the ability to sell goods or services above competitive levels. –Costs of primary or support activities are below those of competitors. –A firm’s size, resources and capabilities gives it a superior ability to compete. Acquisitions intended to increase market power are subject to: –Regulatory review –Analysis by financial markets © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–6

7. Acquisitions: Increased Market Power (cont’d) Market power is increased by: –Horizontal acquisitions of other firms in the same industry –Vertical acquisitions of suppliers or distributors of the acquiring firm –Related acquisitions of firms in related industries © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–7

8. Market Power Acquisitions © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–8 Acquisition of a firm in the same industry in which the acquiring firm competes increases a firm’s market power by exploiting:Acquisition of a firm in the same industry in which the acquiring firm competes increases a firm’s market power by exploiting:  Cost-based synergies  Revenue-based synergies Acquisitions with similar characteristics result in higher performance than those with dissimilar characteristics.Acquisitions with similar characteristics result in higher performance than those with dissimilar characteristics. Horizontal Acquisitions

9. Market Power Acquisitions (cont’d) © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–9 Acquisition of a supplier or distributor of one or more of the firm’s goods or servicesAcquisition of a supplier or distributor of one or more of the firm’s goods or services  Increases a firm’s market power by controlling additional parts of the value chain. Horizontal Acquisitions Vertical Acquisitions

10. Market Power Acquisitions (cont’d) © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–10 Acquisition of a firm in a highly related industryAcquisition of a firm in a highly related industry  Because of the difficulty in attaining synergy, related acquisitions are often difficult to implement. Horizontal Acquisitions Vertical Acquisitions Related Acquisitions

11. Overcoming Entry Barriers Entry Barriers –Factors associated with the market or with the firms operating in it that increase the expense and difficulty for new firms in gaining immediate market access. Economies of scale Differentiated products Cross-Border Acquisitions –Acquisitions made between firms with headquarters in different countries Are often made to overcome entry barriers. Can be difficult to negotiate and operate because of the differences in foreign cultures. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–11

12. Cost of New-Product Development and Increased Speed to Market Internal development of new products is often perceived as a high-risk activity. –Acquisitions allow a firm to gain access to new and current products that are new to the firm. –Returns are more predictable because of the acquired firms’ past experience with its products. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–12

13. Lower Risk Compared to Developing New Products An acquisition’s outcomes can be estimated more easily and accurately than the outcomes of an internal product development process. –Managers may view acquisitions as lowering risk associated with internal ventures and R&D investments. –Acquisitions may discourage or suppress innovation. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–13

14. Increased Diversification Using acquisitions to diversify a firm is the quickest and easiest way to change its portfolio of businesses. Both related diversification and unrelated diversification strategies can be implemented through acquisitions. The more related the acquired firm is to the acquiring firm, the greater is the probability that the acquisition will be successful. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–14

15. Reshaping the Firm’s Competitive Scope An acquisition can: –Reduce the negative effect of an intense rivalry on a firm’s financial performance. –Reduce a firm’s dependence on one or more products or markets. Reducing a firm’s dependence on specific markets alters the firm’s competitive scope. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–15

16. Learning and Developing New Capabilities An acquiring firm can gain capabilities that the firm does not currently possess: –Special technological capability –A broader knowledge base –Reduced inertia Firms should acquire other firms with different but related and complementary capabilities in order to build their own knowledge base. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–16

17. Problems in Achieving Acquisition Success © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–17 Too large Managers overly focused on acquisitions Extraordinary debt Inadequate target evaluation Too much diversification Inability to achieve synergy Integrationdifficulties Problems with Acquisitions

18. Problems in Achieving Acquisition Success: 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 © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–18

19. Problems in Achieving Acquisition Success: Inadequate Evaluation of Target Due Diligence –The process of evaluating a target firm for acquisition Ineffective due diligence may result in paying an excessive premium for the target company. Evaluation requires examining: –Financing of the intended transaction –Differences in culture between the firms –Tax consequences of the transaction –Actions necessary to meld the two workforces © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–19

20. Problems in Achieving Acquisition Success: Large or Extraordinary Debt High debt (e.g., junk bonds) can: –Increase the likelihood of bankruptcy –Lead to a downgrade of the firm’s credit rating –Preclude investment in activities that contribute to the firm’s long-term success such as: Research and development Human resource training Marketing © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–20

21. Problems in Achieving Acquisition Success: Inability to Achieve Synergy Synergy –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. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–21

22. Problems in Achieving Acquisition Success: Inability to Achieve Synergy (cont’d) Private synergy –When the combination and integration of the acquiring and acquired firms’ assets yields capabilities and core competencies that could not be developed by combining and integrating either firm’s assets with another firm. Advantage: It is difficult for competitors to understand and imitate. Disadvantage: It is also difficult to create. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–22

23. Problems in Achieving Acquisition Success: Too Much Diversification Diversified firms must process more information of greater diversity. –Increased operational scope created by diversification may cause managers to rely too much on financial rather than strategic controls to evaluate business units’ performances. –Strategic focus shifts to short-term performance. –Acquisitions may become substitutes for innovation. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–23

24. Problems in Achieving Acquisition Success: Managers Overly Focused on Acquisitions Managers invest substantial time and energy in acquisition strategies in: –Searching for viable acquisition candidates. –Completing effective due-diligence processes. –Preparing for negotiations. –Managing the integration process after the acquisition is completed. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–24

25. Problems in Achieving Acquisition Success: Managers of Target Firms Managers in target firms –May begin to operate in a state of virtual suspended animation during an acquisition. –May become hesitant to make decisions with long- term consequences until negotiations have been completed. –May develop a short-term operating perspective and a greater aversion to risk. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–25

26. Problems in Achieving Acquisition Success: Acquiring Firm Becomes Too Large Additional costs of controls 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. The firm may produce less innovation. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–26

27. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–27 Table 7.1Attributes of Successful Acquisitions AttributesResults 1.Acquired firm has assets or resources that are complementary to the acquiring firm’s core business 1.High probability of synergy and competitive advantage by maintaining strengths 2.Acquisition is friendly2.Faster and more effective integration and possibly lower premiums 3.Acquiring firm conducts effective due diligence to select target firms and evaluate the target firm’s health (financial, cultural, and human resources) 3.Firms with strongest complementarities are acquired and overpayment is avoided 4.Acquiring firm has financial slack (cash or a favorable debt (position) 4.Financing (debt or equity) is easier and less costly to obtain 5.Merged firm maintains low to moderate debt position 5.Lower financing cost, lower risk (e.g., of bankruptcy), and avoidance of trade-offs that are associated with high debt 6.Acquiring firm has sustained and consistent emphasis on R&D and innovation 6.Maintain long-term competitive advantage in markets 7.Acquiring firm manages change well and is flexible and adaptable 7.Faster and more effective integration facilitates achievement of synergy

28. Effective Acquisition Strategies © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–28 Complementary Assets /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.

29. Attributes of Effective Acquisitions © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–29 AttributesResults Low-to-Moderate Debt Merged firm maintains financial flexibility FlexibilityHas experience at managing change and is flexible and adaptable Sustained Emphasis on Innovation Continue to invest in R&D as part of the firm’s overall strategy

30. Restructuring A strategy through which a firm changes its set of businesses or financial structure. –Failure of an acquisition strategy often precedes a restructuring strategy. –Restructuring may occur because of changes in the external or internal environments. Restructuring strategies: –Downsizing –Downscoping –Leveraged buyouts © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–30

31. Types of Restructuring: Downsizing A reduction in the number of a firm’s employees and sometimes in the number of its operating units. –May or may not change the composition of businesses in the firm’s portfolio. Typical reasons for downsizing: –Expectation of improved profitability from cost reductions –Desire or necessity for more efficient operations © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–31

32. Types of Restructuring: Downscoping A divestiture, spin-off or other means of eliminating businesses unrelated to a firm’s core businesses. A set of actions that causes a firm to strategically refocus on its core businesses. –May be accompanied by downsizing, but not the elimination of key employees from its primary businesses. –Results in a smaller firm that can be more effectively managed by the top management team. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–32

33. Restructuring: Leveraged Buyout (LBO) A restructuring strategy whereby a party buys all of a firm’s assets in order to take the firm private. –Significant amounts of debt may be incurred to finance the buyout, followed by an immediate sale of non-core assets to pare down debt. Can correct for managerial mistakes –Managers making decisions that serve their own interests rather than those of shareholders. Can facilitate entrepreneurial efforts and strategic growth. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–33

34. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–34 Figure 7.2Strategic Positioning of Private Equity Firm

35. © 2015 Cengage Learning. All rights reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 7–35 Figure 7.3Restructuring and Outcomes