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 leohuo@gscas.ac.cn

购并战略 About 40-45% of the acquisitions in recent years have been made across country borders; There were 55000 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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?

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

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

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

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

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

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.

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.

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.

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.