Mergers And Acquisitions Essay, Research Paper
Mergers and Acquisitions
Since the 1980’s, and even more now in the late nineties, it has become a growing trend for companies, both large and small, domestic and foreign, to form strategic alliances within their particular industries. There are many specific goals that companies may be looking to achieve by dong this, but the main underlying reason is to guarantee the long-term sustained achievement of “fast profitable growth” for their business. They have to keep up with a rapidly increasing diversified global market and increased competition. Nowadays, with the struggle for competitive advantage becoming stronger and stronger, it is almost essential to form alliances. Diversifying and expanding techniques such as mergers and acquisitions are very popular methods for forming these alliances. Basically stated, a merger is a joining of forces and acquisition is a purchase of a company, whether it is welcome or hostile. The two terms are often used interchangeably. Much research and planning is required in the early stages of these processes, which starts with an acquisition strategy used in trying to find a suitable company to merge with. Advantages and disadvantages of the merger must be thought out, as well as many other important aspects, such as risk factors and new organizational structures that must be considered and closely monitored throughout all of the stages of the merger or acquisition. It is of these competitive strategies, mergers and acquisitions, as well as a recent case study following the conclusion, that will be the focus of my paper.
Before going further into the merger and acquisition process, a more complete explanation is necessary. A merger is the combining of two or more companies into a single corporation. This is achieved when one company or business purchases the property or some other form of assets from another company. The result of this action is the formation of one corporate structure. This new corporate structure retains its original identity. An acquisition is a little different from a merger in that it involves many problems being “dissolved”, and an entirely new company being formed.
There are different ways for a merger or acquisition to take place. One obvious method involves the purchasing business making an absolute payment in cash or in company stock. Other arrangements may be made such as the exchange of bonds. After the purchase has been made, the purchaser acquires the assets and liabilities of the other firm.
There are two main types of mergers; horizontal and vertical. A horizontal merger or acquisition combines firms that competed with one another at the same stage of production into a single new firm. These mergers usually involve basic commodities. A vertical merger, which is more common in producer-goods industries, takes the entire production process, from raw materials to the end finished product, and combines them together under single ownership.
Throughout history, certain mergers and acquisitions have influenced modern international finance. In the late 1800’s, merger and acquisition techniques were being abused and monopolies were starting to emerge. This led to the creation of The Sherman Antitrust Act, which made monopolies illegal. More recently, large mergers and the birth of new markets around the globe have affected international finance. When two major corporations merge they form a company with a very large amount of economical and political power. This has led to issues that deal with ethics and social responsibility (Hirsch 15).
Now we contemplate the first important question: Why merge or acquire? As stated earlier, the overall goal is to ensure future stability and growth in the market. But more specifically, each company has individual goals that it hopes to achieve. Many times mergers are completed to save a failing business. Others reasons for mergers include reduced competition and/or product diversification. These goals are closely related to the possible advantages of mergers and acquisitions, and of course, in the case of all risks, there are possible disadvantages as well.
Many of the advantages have to do with forming unique research and development skills. One major advantage is that a merger would give a company the opportunity to expand by establishing their presence in a host country. This invites the company to compete in other markets. Another possible goal or advantage is being able to adopt technology from the other business rather than spending the time and money to develop it themselves. In the long run, this would cut costs and improve productivity. Economies of scale and scope can be gained with a larger base and with this increased size come many competitive advantages (Eiteman 482). A successful merger or acquisition may very well allow a business to reduce its foreign exchange operating exposure by servicing a market with local manufacturing rather than through imports (Eiteman 483). Some businesses merge to help alleviate some or all of their debts (debts that will be taken over by the merging company) in hopes of getting the chance to start over.
Later in my report I will be discussing a cross-cultural merger, therefore, the disadvantages I am about to discuss relate to cross-border mergers. One major problem that may be incurred is cultural differences between the two businesses. This may lead to tension, conflict, and stresses between the organizations, namely its employees, lessening the chances of a smooth merger. Many times teams are designed to deal with any possible conflicts that may arise as a result of the differences in customs, values, and norms. In a few cases, there are negative political reactions from the unfavorable host countries. When the possible disadvantages occur, and these outweigh the benefits of the merger, it is possible that the merger be classified as a failure. Failures could be a result of bad planning, lack of leadership, unrealistic expectations, and/or inadequate due diligence. A more recent definition of this describes “poor returns to shareholders or a self-assessment that the company wouldn’t repeat the deal” (McVinney 11). Failure rates stagger, ranging between 16% and 80%, depending on the approach used to determine it.
So now that a solid foundation has been laid, the next question that needs to be answered is: So what steps do businesses actually take when embarking upon a merger? The ten steps, in order, are:
1) Formation of an acquisition strategy.
2) Defining the Acquisition Criteria
3) Searching for a Target
4) Acquisition Planning
5) Valuing and Evaluating
6) Negotiating
7) Due Diligence
8) Purchase and Sale Contact
9) Financing
10) Implementation
A closer investigation of the steps is important in obtaining a better understanding of the actual merger and acquisition process. The first step is putting together an acquisition strategy and the second step is putting together the acquisition criteria. These two steps are closely related. When thinking about acquisition criteria, management answers the question, “why buy?” Possible answers include to increase market share, broaden their product range, and to diversify by entering into new markets. The third step is searching for the target. Things that a corporation considers are particular business areas, products and services desired. The buying corporation does research to find out all about the target company. This research is done by making telephone contact, correspondence and by speaking with third parties (notes). If things are looking good, a meeting between the two corporations will be arranged. Next comes acquisition planning, the fourth step in the process. In planning, top management must consider location, price range, profitability, return on capital employee, and image compatibility. A very important factor taken into consideration at this time is the scope of integration. It is important to examine this factor because it could lead to failure. Step five is valuing and evaluation. This involves setting a value and evaluating the potential company. The value is determined by examining the historical nature of accounts, assets, and by referring to the Stoy Hayward Quarterly Index. Step 6 is when the negotiating begins. There are thoughts of sources and methods of funding the business such as internal and external sources of funds. Step 7, Due Diligence, refers to the management of the acquisition. At this point there is a space between the two firms while the overall purchase plan is reviewed. The most important step may very well be step 8, actively managing the acquisition. This involves the purchase and sale contract, but it also involves the actions plan. Decisions have to be made about how the company is to be run. Topics such as authority, responsibilities, and roles must all be defined. This, along with the implementation of any new ways, will require extensive communication. A major problem that must be addressed at this point is integrating corporate systems, structures, and cultures. This is one of the most complex challenges, especially when dealing with cross-cultural mergers. Problems arise because,
“not everyone wants to adopt someone else’s way of doing business. And when you start to form a third culture out of the fabric two equally strong companies, the task is enormous, especially if your trying to maintain high performance in the marketplace at the same time” (Leonard).
To deal with any problems, special task-oriented teams are organized who will specialize in this area. Step 9 deals with financing and finally, the tenth and final step in the successful acquisition process is the actual implementation of your plan as a company.
When the steps are followed and everything goes as planned, the result is a successful merger. There will be good operating and market synergy between the buyer and seller, and the newly merged companies will understand the importance of sharing eachothers capital, markets, and technology.
After researching mergers and acquisitions, I have come to understand the importance of these two growth strategies. Today’s business environment is being dominated by mergers and fast growth. In order be a player in the highly competitive markets, expansion of firms is necessary. It is almost impossible to achieve high profitability all alone. This growth is achieved through new product development, acquisition of new plants and more machinery, and business development activities. Firms are merging due to pressures from their competitors. Corporations today must understand the financial and technological difficulties as well as the complex problems associated with the actual interaction of peoples and plans when participating in mergers, and they must strive to execute all of their plans to their maximum potential.
CASE STUDY
Renault and Nissan join forces to achieve profitable growth for both companies?
On Saturday, March 27th, it was announced that Renault, a French car manufacturer, would be teaming up with Nissan Motor Corporation in a $5.4 billion deal that created the world’s fourth largest automaker. This deal gives Renault a 36.8% stake in Nissan, a company that has been struggling financially for the past few years. “The $5.4 billion deal between Renault and Nissan hands over effective control to the French automaker in exchange for badly needed cash” (Wwodruf). There are other agreements within the contract, but they will not be discussed in much detail at this time.
Both of these corporations plan on benefiting from the merger. This alliance will resolve Nissans very substantial financial problems. Renault will be given the opportunity to join the automotive big leagues at a time of global expansion in the auto industry (Marks). Market expansion will be possible because Nissan is strong in Japan, Taiwan, Thailand and North America- markets where Renault has no presence. On the other hand, Renault is one of the top marketers in Europe, while Nissan is just a small player. Nissan is strong in trucks and luxury cars, and Renault is strong in small, mass-market cars.
Even though the deal sounds great, it does not come risk-free. Many skeptics believe that the teaming up of two struggling automakers will not result in profitability or flourishing. Renault is taking a risk because it has just recently begun being profitable, and the company may not yet be stable or strong enough to save Nissan from its great debts.
Just as any proper merger should have, Renault-Nissan has already disclosed some of their strategies for achieving a smooth merger. Renault is counting on its expertise in cost-cutting to turn Nissan around. This expert team is going to be led by Renault executive VP Carlos Ghosn. The rest of the team consists of 40 Renault managers who will be responsible for helping Nissan improve efficiency and reduce spending (Marks). The new joint venture will be led by a global alliance committee of top managers from each company. Since there will be a clash of cultures, Ghosn’s task may not be easy. His techniques of cost cutting are exactly what Japan is against. Many other teams have been formed as well. Eleven Cross Company Teams will be assigned the task of promoting all possible synergies to be implemented by each of the partners (Renault 2). Each team will be in charge of something different, from product planning and strategy to purchasing and logistics.
As a result of the merger between Renault and Nissan, they estimate they will save $3.3 billion in 3 years. Sharing purchasing costs and auto platforms will be used to achieve this. Renault-Nissan will now operate together in hopes of competing in a globally diversifed, competitive automotive market.
Works Cited
Eiteman, David K. Multinational Business Finance. Addison-Welsey, Co: Reading, MA, 1998. Pp. 480-496.
Hirsch, Jared Brett. Mergers and Acquisitions: A Different Perspective. Kimball Publishing: New City, NY; 1996. Pp. 13-15, 18,19, 31-56.
Leonard, Daniel R. Global Markets. ” Mergers and Acquisitions.” Shermerhorn Johnson Company: New York City, NY; 1997.
Marks, B. “Global Automotive Report.” Detroit News. 1999. Http://www.detnews.com/1999/autos.htm. (28 Mar. 1999).
McVinney, Michaels. ” A guide to mergers and acquisitions.” 1998.http://www.michelsmcvinney.com (29 Mar. 1999).
Renault. “The Agreement.” 1999. Http://www.renault.com. (28 Mar 1999).
Woodruf, David. Deals. “Nissan, Renault in $5.4 B Deal.” CNNFN. 1999. Http://www.cnnfn.com/hotstories. (28 Mar 1999).