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4-1 1 16 M&A & Types of Acquisitions Reasons for Acquisitions Market & Scope Issues Development...

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4-1 1 16 M&A & Types of Acquisition Reasons for Acquisiti Market & Scope Issues Developmen t Concerns Problems with Acquisition Administrat ive Difficulti Friendly Acquisiti ons Restructur ing & Outcomes Strategic Difficulti es Chapter Three: The External Environment Chapter Three: The External Environment © 2 0 0 9 Hitt, Ireland, Hoskission, Rowe & Sheppard Strategic Management N o t e s Chapter Eight: Acquisition & Restructuring Competitiveness & Globalization
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Page 1: 4-1 1 16 M&A & Types of Acquisitions Reasons for Acquisitions Market & Scope Issues Development Concerns Problems with Acquisitions Administrative Difficulties.

4-1116

M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Chapter Three:

The External Environment

Chapter Three:

The External Environment

© 2 0 0 9

Hitt, Ireland, Hoskission, Rowe & Sheppard

Strategic Management

N o

t e sChapter Eight:

Acquisition & Restructuring

Competitiveness & Globalization

Page 2: 4-1 1 16 M&A & Types of Acquisitions Reasons for Acquisitions Market & Scope Issues Development Concerns Problems with Acquisitions Administrative Difficulties.

4-2216

M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

The Strategic Management Process

Chapter 5: Bus.-Level Strategy

Chapter 6:Competitive Dynamics

Chapter 7:Corp.-Level

Strategy

Chapter 8:Acquisition & Restructuring

Chapter 9:International

Strategy

Chapter 10:Cooperative

Strategy

Strategy Formulation

Chapter 11:Corporate

Governance

Ch. 12: Org. Structure & Controls

Chapter 13:Strategic

Leadership

Chapter 14:Org. Renewal & Innovation

Strategy Implementation

StrategicActions

Ch. 1: Strat. Mgmt. & Com-petitiveness

Ch. 2: Strat. Mgmt . &

Performance

Chapter 3:The External Environment

Chapter 4:The Internal Environment

Strategic Competitiveness

Strategic Mission & Strategic Intent

Strategic Objectives & Inputs

Chapter 8:Acquisition & Restructuring

Page 3: 4-1 1 16 M&A & Types of Acquisitions Reasons for Acquisitions Market & Scope Issues Development Concerns Problems with Acquisitions Administrative Difficulties.

4-3316

M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Acquisition & Restructuring

Knowledge Objectives1. Explain the popularity of acquisition strategies

for firms competing in the global economy.2. Discuss reasons firms use an acquisition strategy

to achieve strategic competitiveness.3. Describe problems that work against developing a

competitive advantage using an acquisition strategy.4. Name & describe attributes of effective acquisitions.5. Define the restructuring strategy and distinguish

among its common forms.6. Explain the short-term and long-term outcomes of

the different types of restructuring strategies.

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Mergers and Acquisitions

Takeover:

An acquisition where the target did not solicit the bid of the acquiring firm.

Merger:Where 2 firms agree to integrate

operations on a relatively co-equal basis.

Acquisition:

Where a firm buys controlling interest in another with intentions to make the

acquired a subsidiary within its portfolio.

M&A & Types of Acquisitions

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Acquisition Types

The purchase of a firm in an industry associated with the buyer’s industry.

Related Acquisition

Vertical AcquisitionA firm acquiring a supplier of distributor of one or more of it’s goods or services.

The acquisition of a company competing in the same industry in which the acquiring firm competes.

Horizontal Acquisition

M&A & Types of Acquisitions

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Reasons for Acquisitions

Increasedmarket power

Overcomingentry barriers

Increased diversification

Reshaping the firm’s competitive

scope

Faster, lower cost new product

development

Lower risk than developing

new products

Learning & developing new

capabilities

Organizational Development

Concerns

Market & Scope

Concerns

Acquisitions

Reasons for Acquisitions

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4-7716

M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Reasons for Acquisitions Market & Scope Concerns

Barrick Gold’s purchase of Placer Dome.

Increased Market Power

Acquisition intended to reduce the competitive balance of the industry.

Best Buys purchase of Future Shop

Overcome EntryBarriers

Acquisitions kill costly entry barriers that may make start-ups economically nasty.

Jim Pattison Group of Companies

Reshape Competitive Scope

Reduce a firm’s dependence on specific markets alters a firm’s competitive scope.

Toronto’s Onex Corporation

Increased Diversification & Scope

Acquisitions to reduce dependence on a single or a few products or markets.

Barrick Gold’s purchase of Placer Dome.

Increased Market Power

Acquisition intended to reduce the competitive balance of the industry.

Best Buys purchase of Future Shop

Overcome EntryBarriers

Acquisitions kill costly entry barriers that may make start-ups economically nasty.

Toronto’s Onex Corporation

Increased Diversification & Scope

Acquisitions to reduce dependence on a single or a few products or markets.

4-7728

M&A & Types of Acquisitions

Market & Scope Issues

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Cisco Systems acquisition strategy.

Learn & Develop New CapabilitiesAcquiring firms with new capabilities helps the firm to learn, gain knowledge and remain agile.

Inbev’s Purchase of Anheuser-Busch.

Buying established businesses reduces risk of start-up ventures.

Lower Risk than developing New Products

Couche-Tard bought Statoil to get a foothold in North & Central Europe convenience store market.

Increased Speed to Market at Lower CostAllows market entry in a more timely fashion.

Reasons for Acquisitions Org. Development Concerns

Development Concerns

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Problems with Acquisitions

Administrative Difficulties

Strategic Difficulties Inadequate

evaluation of target

Too muchdiversification

Inability to achieve

synergy

Integrationdifficulties

Large orextraordinary

debt

Mgmt. over focus on

acquisitions

Resulting firm is too

large

Acquisitions

Problems with Acquisitions

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

CanWest Global Communications 2000 acquisition Hollinger Newspapers put it on the road to its 2009 bankruptcy.

In 2006 Brazilian Iron miner Vale took over Canada’s InCo.A top down mgmt. style clashed with a participative one. Most top Canadian mangers left & union strikes followed.

Acquisition Problems Administrative Difficulties

Integration DifficultiesDiffering cultures may make integration of firms hard.

Large or Extraordinary DebtCostly debt can create onerous burden on cash outflows.

Administrative Difficulties

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Toronto’s Brookfield Asset Management before it spun off its electric transmission and timber interests.

Japan’s Livedoor / the original LTV.

Acquisition Problems Administrative Difficulties

Mgmt. overly focused on AcquisitionsManagers lose track of core business by spending so much effort on acquisitions.

Too Large

Large bureaucracy resulting in reduced innovation & flexibility.

Administrative Difficulties

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Acquisition Problems Strategic Difficulties

In 2010 HP’s stock fell after it won a bidding war with Dell for computer storage device maker 3PAR.

Inadequate Evaluation of Target‘Winners Curse’ causes acquirer to overpay.

GE - prior to selling businesses and refocusing.

Overly DiversifiedAcquirer does not have expertise required to manage unrelated businesses.

Monsanto’s entry into the market for non-genetically modified fruits and vegetable seeds.

Inability to Achieve SynergyJustifying acquisitions can increase estimate of expected benefits.

Strategic Difficulties

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Attributes of Friendly Acquisitions

Attributes Results

ComplementComplement = goes well together.

ComplimentCompliment = An admiring remark.

Likely synergies and competitive advantage by maintaining strengths

Acquired firm’s resources are com-plementary to acquirer’s core bus.

That allow for faster & more effective integration

Strongest complementarities are acquired & overpayment is avoided

Acquirer conducts negotiations carefully & deliberately with target

Financing (debt or equity) is easier and less costly to obtain

Acquiring firm has financial slack (cash or favourable debt position)

SLACK, not

Slacker!

Faster & more effective integration facilitates achievement of synergy

Has experience with change and is flexible and adaptable

Merged firm maintains moderate, not high, levels of debt

Lower finance cost & risk avoidance of trade-offs associated with hi debt

Maintain long-term competitive advantage in markets

Sustained and consistent emphasis on R&D and innovation

Likely synergies and competitive advantage by maintaining strengths

Acquired firm’s resources are com-plementary to acquirer’s core bus.

Strongest complementarities are acquired & overpayment is avoided

Acquirer conducts negotiations carefully & deliberately with target

Financing (debt or equity) is easier and less costly to obtain

Acquiring firm has financial slack (cash or favourable debt position)

Lower finance cost & risk avoidance of trade-offs associated with hi debt

Merged firm maintains moderate, not high, levels of debt

Faster & more effective integration facilitates achievement of synergy

Has experience with change and is flexible and adaptable

Maintain long-term competitive advantage in markets

Sustained and consistent emphasis on R&D and innovation

Friendly Acquisitions

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

Reducing scope of operations;Selectively divesting or closing non-core businesses;

Leads to greater focus.

Restructuring Activities

All the auto companies.

Brookfield Asset Management / Tata Group.

Downscoping

Downsizing Wholesale reduction of employees.

Leveraged Buyout (LBO)A party buys a firm’s entire assets in order to take the firm private. Michael Dell & Silver Lake Management LLC taking Dell computer private for $24 billion by Nov. 5 2013.

Restructuring & Outcomes

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M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

LeveragedBuyout

Downscoping

Downsizing

AlternativesShort-Term Outcomes

Long-Term Outcomes

Restructuring and Outcomes

Reduced Debt Costs

Lower Performance

Loss of Human Capital

Emphasis on Strategic Controls

Higher Performance

Reduced Debt Costs

Reduced Debt Costs

Lower Performance

Loss of Human Capital

Downsizing

Reduced Debt Costs

Emphasis on Strategic Controls

High Debt Costs

Higher Performance

Higher Risk

Downscoping

Emphasis on Strategic Controls

Higher Performance

Reduced Debt Costs

Reduced Debt Costs

Lower Performance

Loss of Human Capital

High Debt Costs

Higher Risk

LeveragedBuyout

Downscoping

Downsizing

Restructuring & Outcomes

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4-161616

M&A & Types of Acquisitions

Reasons for Acquisitions

Market & Scope Issues

Development Concerns

Problems with Acquisitions

Administrative Difficulties

Friendly Acquisitions

Restructuring & Outcomes

Strategic Difficulties

The Strategic Management Process

Chapter 5: Bus.-Level Strategy

Chapter 6:Competitive Dynamics

Chapter 7:Corp.-Level

Strategy

Chapter 8:Acquisition & Restructuring

Chapter 9:International

Strategy

Chapter 10:Cooperative

Strategy

Strategy Formulation

Chapter 11:Corporate

Governance

Ch. 12: Org. Structure & Controls

Chapter 13:Strategic

Leadership

Chapter 14:Org. Renewal & Innovation

Strategy Implementation

StrategicActions

Ch. 1: Strat. Mgmt. & Com-petitiveness

Ch. 2: Strat. Mgmt . &

Performance

Chapter 3:The External Environment

Chapter 4:The Internal Environment

Strategic Competitiveness

Strategic Mission & Strategic Intent

Strategic Objectives & Inputs

Chapter 8:Acquisition & Restructuring


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