Description
Mergers and acquisitions (abbreviated M&A) is an aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or new location, without creating a subsidiary, other child entity or using a joint venture.
Acquisition and Restructuring Strategies
Ch7-1
Strategic Inputs
Chapter 2 External Environment Strategic Intent Chapter 3 Internal Environment Strategic Mission
The Strategic Management Process
Strategy Implementation
Chapter 10 Corporate Governance
Chapter 12 Strategic Leadership Chapter 11 Structure & Control Chapter 13
Entrepreneurship
Strategy Formulation
Chapter 4 Business-Level Strategy Chapter 5 Competitive Dynamics Chapter 8 International Strategy Chapter 6 Corporate-Level Strategy Chapter 9 Cooperative Strategies
Strategic Actions
Chapter 7 Acquisitions & Restructuring
& Innovation
Outcomes
Strategic
Feedback
Strategic Competitiveness Above Average Returns
Ch7-2
Mergers and Acquisitions
Merger
A transaction where two firms agree to integrate their operations on a relatively coequal basis because they have resources and capabilities that together may create a stronger competitive advantage
Acquisition
A transaction where one firm buys another firm with the intent of more effectively using a core competence by making the acquired firm a subsidiary within its portfolio of businesses
Takeover
An acquisition where the target firm did not solicit the bid of the acquiring firm
Ch7-3
Reasons for Acquisitions
Increased market power Overcome entry barriers Cost of new product development Increased speed to market Lower risk compared to developing new products Increased diversification Avoid excessive competition
Problems in Achieving Success
Integration difficulties Inadequate evaluation of target Large or extraordinary debt
Acquisitions
Inability to achieve synergy Too much diversification Managers overly focused on acquisitions Too large
Ch7-4
Reasons for Acquisitions
Increased Market Power
Acquisition intended to reduce the competitive balance of the industry Example: British Petroleum’s acquisition of U.S. Amoco
Overcome Barriers to Entry
Acquisitions overcome costly barriers to entry which may make “start-ups” economically unattractive Example: Belgian-Dutch Fortis’ acquisition of American Banker’s Insurance Group
Lower Cost and Risk of New Product Development
Buying established businesses reduces risk of start-up ventures Example: Watson Pharmaceuticals’ acquisition of TheraTech
Ch7-5
Reasons for Acquisitions
Increased Speed to Market
Closely related to Barriers to Entry, allows market entry in a more timely fashion Example: Kraft Food’s acquisition of Boca Burger
Diversification
Quick way to move into businesses when firm currently lacks experience and depth in industry Example: CNET’s acquisition of mySimon
Reshaping Competitive Scope
Firms may use acquisitions to restrict its dependence on a single or a few products or markets Example: General Electric’s acquisition of NBC
Ch7-6
Problems with Acquisitions
Integration Difficulties
Differing financial and control systems can make integration of firms difficult Example: Intel’s acquisition of DEC’s semiconductor division
Inadequate Evaluation of Target
“Winners Curse” bid causes acquirer to overpay for firm Example: Marks and Spencer’s acquisition of Brooks Brothers
Large or Extraordinary Debt
Costly debt can create onerous burden on cash outflows Example: AgriBioTech’s acquisition of dozens of small seed firms
Ch7-7
Problems with Acquisitions
Inability to Achieve Synergy
Justifying acquisitions can increase estimate of expected benefits Example: Quaker Oats and Snapple
Overly Diversified
Acquirer doesn’t have expertise required to manage unrelated businesses Example: GE--prior to selling businesses and refocusing
Managers Overly Focused on Acquisitions
Managers may fail to objectively assess the value of outcomes achieved through the firm’s acquisition strategy Example: Ford and Jaguar
Too Large
Large bureaucracy reduces innovation and flexibility
Ch7-8
Attributes of Effective Acquisitions
+ 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 is 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
Ch7-9
Attributes of Effective Acquisitions
+ +
Low-to-Moderate Debt
Merged firm maintains financial flexibility
Flexibility
Has experience at managing change and is flexible and adaptable
+
Emphasize Innovation
Continue to invest in R&D as part of the firm’s overall strategy
Ch7-10
Restructuring Activities
Downsizing
Wholesale reduction of employees Example: Procter & Gamble’s cutting of its worldwide workforce by 15,000 jobs
Downscoping
Selectively divesting or closing non-core businesses Reducing scope of operations Leads to greater focus Example: Disney’s selling of Fairchild Publications
Ch7-11
Restructuring Activities
Leveraged Buyout (LBO)
A party buys a firm’s entire assets in order to take the firm private. Example: Forsmann Little’s buyout of Dr. Pepper
Ch7-12
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes
Downsizing
Downscoping
Leveraged Buyout
Ch7-13
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes Loss of Human Capital
Downsizing
Reduced Labor Costs
Lower Performance
Ch7-14
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes Loss of Human Capital
Downsizing
Reduced Labor Costs
Reduced Debt Costs
Lower Performance Higher Performance
Downscoping
Emphasis on Strategic Controls
Ch7-15
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes Loss of Human Capital
Downsizing
Reduced Labor Costs
Reduced Debt Costs
Lower Performance Higher Performance
Downscoping
Emphasis on Strategic Controls
Leveraged Buyout
High Debt Costs
Higher Risk
doc_847997507.ppt
Mergers and acquisitions (abbreviated M&A) is an aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or new location, without creating a subsidiary, other child entity or using a joint venture.
Acquisition and Restructuring Strategies
Ch7-1
Strategic Inputs
Chapter 2 External Environment Strategic Intent Chapter 3 Internal Environment Strategic Mission
The Strategic Management Process
Strategy Implementation
Chapter 10 Corporate Governance
Chapter 12 Strategic Leadership Chapter 11 Structure & Control Chapter 13
Entrepreneurship
Strategy Formulation
Chapter 4 Business-Level Strategy Chapter 5 Competitive Dynamics Chapter 8 International Strategy Chapter 6 Corporate-Level Strategy Chapter 9 Cooperative Strategies
Strategic Actions
Chapter 7 Acquisitions & Restructuring
& Innovation
Outcomes
Strategic
Feedback
Strategic Competitiveness Above Average Returns
Ch7-2
Mergers and Acquisitions
Merger
A transaction where two firms agree to integrate their operations on a relatively coequal basis because they have resources and capabilities that together may create a stronger competitive advantage
Acquisition
A transaction where one firm buys another firm with the intent of more effectively using a core competence by making the acquired firm a subsidiary within its portfolio of businesses
Takeover
An acquisition where the target firm did not solicit the bid of the acquiring firm
Ch7-3
Reasons for Acquisitions
Increased market power Overcome entry barriers Cost of new product development Increased speed to market Lower risk compared to developing new products Increased diversification Avoid excessive competition
Problems in Achieving Success
Integration difficulties Inadequate evaluation of target Large or extraordinary debt
Acquisitions
Inability to achieve synergy Too much diversification Managers overly focused on acquisitions Too large
Ch7-4
Reasons for Acquisitions
Increased Market Power
Acquisition intended to reduce the competitive balance of the industry Example: British Petroleum’s acquisition of U.S. Amoco
Overcome Barriers to Entry
Acquisitions overcome costly barriers to entry which may make “start-ups” economically unattractive Example: Belgian-Dutch Fortis’ acquisition of American Banker’s Insurance Group
Lower Cost and Risk of New Product Development
Buying established businesses reduces risk of start-up ventures Example: Watson Pharmaceuticals’ acquisition of TheraTech
Ch7-5
Reasons for Acquisitions
Increased Speed to Market
Closely related to Barriers to Entry, allows market entry in a more timely fashion Example: Kraft Food’s acquisition of Boca Burger
Diversification
Quick way to move into businesses when firm currently lacks experience and depth in industry Example: CNET’s acquisition of mySimon
Reshaping Competitive Scope
Firms may use acquisitions to restrict its dependence on a single or a few products or markets Example: General Electric’s acquisition of NBC
Ch7-6
Problems with Acquisitions
Integration Difficulties
Differing financial and control systems can make integration of firms difficult Example: Intel’s acquisition of DEC’s semiconductor division
Inadequate Evaluation of Target
“Winners Curse” bid causes acquirer to overpay for firm Example: Marks and Spencer’s acquisition of Brooks Brothers
Large or Extraordinary Debt
Costly debt can create onerous burden on cash outflows Example: AgriBioTech’s acquisition of dozens of small seed firms
Ch7-7
Problems with Acquisitions
Inability to Achieve Synergy
Justifying acquisitions can increase estimate of expected benefits Example: Quaker Oats and Snapple
Overly Diversified
Acquirer doesn’t have expertise required to manage unrelated businesses Example: GE--prior to selling businesses and refocusing
Managers Overly Focused on Acquisitions
Managers may fail to objectively assess the value of outcomes achieved through the firm’s acquisition strategy Example: Ford and Jaguar
Too Large
Large bureaucracy reduces innovation and flexibility
Ch7-8
Attributes of Effective Acquisitions
+ 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 is 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
Ch7-9
Attributes of Effective Acquisitions
+ +
Low-to-Moderate Debt
Merged firm maintains financial flexibility
Flexibility
Has experience at managing change and is flexible and adaptable
+
Emphasize Innovation
Continue to invest in R&D as part of the firm’s overall strategy
Ch7-10
Restructuring Activities
Downsizing
Wholesale reduction of employees Example: Procter & Gamble’s cutting of its worldwide workforce by 15,000 jobs
Downscoping
Selectively divesting or closing non-core businesses Reducing scope of operations Leads to greater focus Example: Disney’s selling of Fairchild Publications
Ch7-11
Restructuring Activities
Leveraged Buyout (LBO)
A party buys a firm’s entire assets in order to take the firm private. Example: Forsmann Little’s buyout of Dr. Pepper
Ch7-12
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes
Downsizing
Downscoping
Leveraged Buyout
Ch7-13
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes Loss of Human Capital
Downsizing
Reduced Labor Costs
Lower Performance
Ch7-14
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes Loss of Human Capital
Downsizing
Reduced Labor Costs
Reduced Debt Costs
Lower Performance Higher Performance
Downscoping
Emphasis on Strategic Controls
Ch7-15
Restructuring and Outcomes
Alternatives Short-Term Outcomes Long-Term Outcomes Loss of Human Capital
Downsizing
Reduced Labor Costs
Reduced Debt Costs
Lower Performance Higher Performance
Downscoping
Emphasis on Strategic Controls
Leveraged Buyout
High Debt Costs
Higher Risk
doc_847997507.ppt