1. ©2004 by South-Western/Thomson Learning 1 Acquisition and Restructuring Strategies Robert E. Hoskisson Michael A. Hitt R. Duane Ireland Chapter 8

2. 2 Chapter 2 Chapter 2 Strategic Leadership Strategic Leadership Chapter 4 Chapter 4 The Internal The Internal Organization Chapter 6 Chapter 6 Competitive Rivalry and Competitive Rivalry and Competitive Dynamics Competitive Dynamics Chapter 9 Chapter 9 International Strategy International Strategy Chapter 1 Chapter 1 Introduction to Introduction to Strategic Management Strategic Management Chapter 3 Chapter 3 The External The External Environment Chapter 5 Chapter 5 Business-Level Strategy Chapter 8 Chapter 8 Acquisitions and Acquisitions and Restructuring Strategies Restructuring Strategies Chapter 11 Chapter 11 Corporate Governance Corporate Governance Strategic Intent Strategic Intent Strategic Mission Strategic Mission Chapter 7 Chapter 7 Corporate-Level Strategy Corporate-Level Strategy Chapter 10 Chapter 10 Cooperative Strategy Cooperative Strategy Chapter 12 Chapter 12 Strategic Entrepreneurship Strategic Entrepreneurship Strategic Analysis Strategic Thinking Creating Competitive Advantage Monitoring And Creating Entrepreneurial Opportunities The Strategic Management Process Chapter 8 Chapter 8 Acquisition and Acquisition and Restructuring Strategies Restructuring Strategies

3. 3 Discussion Questions 1.What is the difference between a merger and an acquisition? To what does restructuring refer? 2.Why do firms pursue mergers and acquisitions? 3.What are the problems associated with mergers and acquisitions? Click Here Click Here Click Here More discussion questions Click Here

4. 4 Discussion Questions (cont.) 4.If mergers and acquisitions are normally a break-even strategy for the acquiring firm, why is there so much M&A activity? What are the attributes of effective acquisitions? 5.What are the advantages and disadvantages of downsizing? Why has downscoping often led to increases in value? 6.When should a leveraged buyout be pursued? Click Here Click Here Click Here

5. 5 Discussion Question 1 What is the difference between a merger and an acquisition? To what does restructuring refer?

6. 6 Click Here Return to Discussion Questions Mergers, Acquisitions and Takeovers Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis 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 interest in another firm with the intent of making the acquired firm a subsidiary business within its own portfolio Acquisition: a strategy through which one firm buys a controlling 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 Takeover: a special type of an acquisition strategy wherein the target firm did not solicit the acquiring firm’s bid

7. 7 Discussion Question 2 Why do firms pursue mergers and acquisitions?

8. 8 Acquisitions Reasons for Making Acquisitions Increase market power Overcome entry barriers Cost of new product development Increase speed to market Increasediversification Reshape firm’s competitive scope Lower risk compared to developing new products Learn and develop new capabilities

9. 9 Reasons for Making Acquisitions: Factors increasing 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 Market power is increased by –horizontal acquisitions –vertical acquisitions –related acquisitions Increased Market Power

10. 10 Reasons for Making Acquisitions: Barriers to entry include 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 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 Cross-border acquisition Cross-border acquisition Overcome Barriers to Entry

11. 11 Reasons for Making Acquisitions: Significant investments of a firm’s resources are required to 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 Acquisition of a competitor may result in –lower risk compared to developing new products –increased diversification –reshaping the firm’s competitive scope –learning and developing new capabilities –faster market entry –rapid access to new capabilities Cost of New Product Development and Increased Speed to Market

12. 12 Reasons for Making Acquisitions: An acquisition’s outcomes can be estimated more easily and accurately compared to the outcomes of an internal product development process 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 Therefore managers may view acquisitions as lowering risk Lower Risk Compared to Developing New Products

13. 13 Reasons for Making Acquisitions: It may be easier to develop and introduce new products in markets currently served by the firm 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 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 businesses Increased Diversification

14. 14 Reasons for Making Acquisitions: Firms may use acquisitions to reduce their dependence on one or more products or markets 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 Reducing a company’s dependence on specific markets alters the firm’s competitive scope Reshaping the Firms’ Competitive Scope

15. 15 Click Here Return to Discussion Questions Reasons for Making Acquisitions: Acquisitions may gain capabilities that the firm does not possess Acquisitions may gain capabilities that the firm does not possess Acquisitions may be used to Acquisitions may be used to –acquire a special technological capability –broaden a firm’s knowledge base –reduce inertia Learning and Developing New Capabilities

16. 16 Discussion Question 3 What are the problems associated with mergers and acquisitions?

17. 17 Acquisitions Problems With Acquisitions Integrationdifficulties Inadequate evaluation of target Large or extraordinary debt Inability to achieve synergy Too much diversification Managers overly focused on acquisitions Resulting firm is too large

18. 18 Problems With Acquisitions Integration challenges include 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 Integration Difficulties

19. 19 Problems With Acquisitions Evaluation requires that hundreds of issues be closely examined, including 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 Ineffective due-diligence process may –result in paying excessive premium for the target company Inadequate Evaluation of Target

20. 20 Problems With Acquisitions Firm may take on significant debt to acquire a company Firm may take on significant debt to acquire a company High debt can 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 Large or Extraordinary Debt

21. 21 Problems With Acquisitions Synergy exists when assets are worth more when used in conjunction with each other than when they are used separately Synergy exists when assets are worth more when used in conjunction with each other than when they are used separately Firms experience transaction costs (e.g., legal fees) when they use acquisition strategies to create synergy Firms experience transaction costs (e.g., legal fees) when they use acquisition strategies to create synergy Firms tend to underestimate indirect costs of integration when evaluating a potential acquisition Firms tend to underestimate indirect costs of integration when evaluating a potential acquisition Inability to Achieve Synergy

22. 22 Problems With Acquisitions Diversified firms must process more information of greater diversity 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 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 Acquisitions may become substitutes for innovation Too Much Diversification

23. 23 Problems With Acquisitions Managers in target firms may operate in a state of virtual suspended animation during an acquisition 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 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 Acquisition process can create a short- term perspective and a greater aversion to risk among top-level executives in a target firm Managers Overly Focused on Acquisitions

24. 24 Click Here Return to Discussion Questions Problems With Acquisitions Additional costs may exceed the benefits of the economies of scale and additional market power Additional costs may exceed the benefits of the economies of scale and additional market power Larger size may lead to more bureaucratic controls Larger size may lead to more bureaucratic controls Formalized controls often lead to relatively rigid and standardized managerial behavior Formalized controls often lead to relatively rigid and standardized managerial behavior Firm may produce less innovation Firm may produce less innovation Too Large

25. 25 Discussion Question 4 If mergers and acquisitions are normally a break-even strategy for the acquiring firm, why is there so much M&A activity? What are the attributes of effective acquisitions?

26. 26 Attributes of Effective Acquisitions AttributesResults 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

27. 27 Attributes of Effective Acquisitions AttributesResults Low-to-Moderate Debt Merged firm maintains financial flexibility Flexibility Has experience at managing change and is flexible and adaptable Sustain Emphasis on Innovation Continue to invest in R&D as part of the firm’s overall strategy Click Here Return to Discussion Questions

28. 28 Discussion Question 5 What are the advantages and disadvantages of downsizing? Why has downscoping often led to increases in value?

29. 29 Restructuring Activities Downsizing Downsizing –Wholesale reduction of employees Downscoping Downscoping –Selectively divesting or closing non-core businesses –Reducing scope of operations –Leads to greater focus Leveraged Buyout (LBO) Leveraged Buyout (LBO) –A party buys a firm’s entire assets in order to take the firm private.

30. 30 Click Here Return to Discussion Questions Lowerperformance Higherperformance Higher risk Loss of human capital Restructuring and Outcomes Emphasis on strategic controls High debt costs Reduced debt costs Reduced labor costs Downsizing Downscoping Leveragedbuyout AlternativesShort-Term OutcomesLong-Term Outcomes

31. 31 Discussion Question 6 When should a leveraged buyout be pursued?