9a Corporate Strategy: Acquisitions, Alliances, and Networks

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Corporate Strategy:

Acquisitions, Alliances, and Networks

Joe Mahoney

Facebook: From Dorm Room to Dominant Social Network

• Facebook: “most powerful and transformative social change”

 Started by Mark Zuckerberg in 2004

 Overcame the first-mover advantage held by MySpace

 True global strategy: more users first, profits later

 Adding different functions to go after a wide-range of users

 Innovative network marketing approach

 Word of mouth through online social network

• Frequently attacked for insufficient protection of users’ privacy

• Needs a sustainable business model

• Implications for alliances and networks

Global Users of Facebook and MySpace

Facebook passes MySpace on number of users in 2008 and continues exponential growth

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Integrating Companies: Mergers and Acquisitions

• Merger: combining two companies

 Friendly approach

 Example: Disney & Pixar

 Generally similar in size

• Acquisition: purchase or takeover a company

 Can be friendly or unfriendly

 Hostile takeover

 Example: Vodafone buys Mannesmann

Horizontal Integration: Merging with Competitors

• Horizontal integration: process of merging and acquiring competitors

 HP buys Compaq in 2002

 Pfizer buys Wyeth in 2009

 Live Nation buys Ticketmaster in 2010

• Benefits:

 Reduce competitive intensity

 Lower costs

 Boost differentiation

 Access to new markets and distribution channels

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Source of Value Creation and Costs in Horizontal Integration

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Reduction in Competitive Intensity

• Changes underlying industry structure

 Taking out excessive capacity from rivals

 Increased industry consolidation

 Example: U.S. airlines in recent years

• Increasing bargaining power visà-vis suppliers and buyers

• Stable industry and more profits

• Usually need government’s approval

 Example: FTC rejected Office Depot and Staples merger

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Horizontal Integration: Lower Costs

• How?

 Through economies of scale

 Enhancing economic value creation

• Crucial to the industries with high fixed costs

 Example: pharmaceutical industry

 Large sales force = fixed cost

 Need $1billion in drug revenues to cover these costs

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Horizontal Integration

• Increased differentiation

 Strengthen competitive positions

 Differentiation of products and services

– Example: Oracle buys PeopleSoft ($10B in 2005)

• Joined enterprise software with HR management software

• Access to new markets and distribution channel

 Enter new markets by M&A

– Example: Kraft buys Cadbury

• New distribution in emerging markets & domestically

Mergers and Acquisitions

• Many M&As actually destroy shareholder value!

 When there is value, it often goes to the acquiree

 Acquirers tend to pay a premium

• Why still desire M&As?

1.

Overcome competitive disadvantage

2.

Superior acquisition and integration capability

3.

Principal –agent problems

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Value Destruction in M&A: The Worst Offenders

Shareholder value destroyed based on up to 3 years post-merger analysis compared to overall stock market 9 –11

Mergers and Acquisitions

• Desire to Overcome Competitive Disadvantage

 Adidas acquired Reebok in 2006

 Benefits from economies of scale and scope

 Compete more effectively with #1 Nike

• Superior Acquisition and Integration Capability

• Some firms have superior M&A abilities

 They identify, acquire, and integrate target companies

 Example: Cisco Systems

• Sought complementary assets

• Bought over 130 firms since 2001, including large firms: Linksys, Scientific Atlanta, & WebEx

Mergers and Acquisitions

• Principal –agent problems

 Managers have incentives to diversify through M&As to receive more prestige, power, and pay.

 Not for shareholder value appreciation

 This is principal —agent problem

• Managerial hubris

 Self-delusion

 Beliefs in their own capability despite evidence to the contrary

 “Exception to the rule”

 Example: Quaker Oats purchase of Snapple

 Sony purchase of Columbia Pictures

Strategic Alliances:

Causes and Consequences of Partnering

• Strategic alliances: voluntary arrangements between firms

 Sharing knowledge, resources, and capabilities

 Leading to gaining and sustaining competitive advantage

• Relational view of competitive advantage

 VRI resources are embedded in alliances

 (VRIO framework)

• HP’s alliance with DreamWorks SKG

 Resulted in Halo Collaboration conferencing

Number of R&D Alliances

Explosive growth since the 1980s yields faster products at lower costs and aids globalization .

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Why Do Firms Enter Strategic Alliances?

• Strengthen competitive position

 Apple vs. Amazon

• Enter new markets

 Local partner for global growth

 Microsoft partners with Yahoo on search

• Hedge against uncertainty

 Real options approach

 Roche invests in Genentech 1990 and buys it in 2009

• Access critical complementary assets

 Pixar partners with Disney

• Learn new capabilities

 GM & Toyota (NUMMI) – formed in1984

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Pixar and Disney:

From Alliance to Acquisition

• Pixar and Disney

• Early strategic alliance

• Successful products: Toy Story, Monsters, Inc., Finding Nemo, etc .

• In 2005, Disney acquired Pixar for $7.4 billion

• Steve Jobs became the largest shareholder of Disney

• Early alliance serves as a vehicle to match two parties’ complementary assets and eventually led to the acquisition

• Disney later acquired Marvel Entertainment, which made Spiderman,

Iron Man, The Incredible Hulk…etc.

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Governing Strategic Alliances

• Governing mechanisms

:

 Contractual agreements for non-equity alliances

 Based on contracts

 Equity alliances

 One firm takes partial ownership in the other

 Joint ventures

 Stand-alone organization owned by 2 or more firms

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Non-Equity Alliances

• Most common forms of contracts

 Supply agreements

 Distribution agreements

 Licensing agreements

• Vertical strategic alliances

 Firms tend to share explicit knowledge that is codified

 Licensing agreements, partners exchange codified knowledge regularly

 Ex: Genentech and Eli Lilly

Genentech R&D focused

• Eli Lilly manufacturing & FDA approvals

Equity Alliances

• At least one partner takes partial ownership position

 Stronger commitment toward the relationship

• Allow the sharing of tacit knowledge

 Tacit knowledge concerns the “know how”

• Partners exchange personnel to acquire tacit knowledge

 1984 Toyota + GM = NUMMI

(New United Motor Manufacturing Inc.)

 2010 Toyota + Tesla to use the NUMMI plant

Corporate venture capital is another equity source

 Established firms invest in new startups

• Tends to produce stronger ties and greater trust

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Joint Ventures

• Created and owned by two or more companies

 Hulu owned by NBC, ABC, and Fox

• Long-term commitment

 Exchange both tacit and explicit knowledge

 Frequent interaction of personnel

• Stepping stone toward full integration of the partnership

• “Try before you buy” concept

• Used to enter foreign markets

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Key Characteristics of Different Alliance Types

Alliance Management Capability

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Alliance Management Capability

• Partner selection and alliance formation

 Ascertain that expected benefits exceeds costs

 Must select the best possible alliance partner

 Partner compatibility

 Partner commitment

– Willingness to share resources & long-term view

• Alliance design and governance

 Choose and agree upon governance structure

 Non-equity contractual agreement

 Equity alliances

 Joint venture

 Inter-organizational trust is critical

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Alliance Management Capability

• Post-formation alliance management

• To effectively manage the ongoing relationship

 Tips:

 Make relationship-specific investments

 Establish knowledge-sharing routines

 Build interfirm trust

 Example: HP’s dense network of alliances vs. DEC

• Dedicated alliance function

 Coordinate alliance-related tasks – at corporate level

 Knowledge base about how to manage alliance

 Ex: Eli Lilly is a clear leader in alliance management

 Best to develop a relational capability

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How to Make Alliances Work

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Strategic Networks

• Social structure with multiple organizations

 Network nodes – the organizations

 Network ties – the links between organizations

• Network achieves goals that cannot be done by only one firm

• Example - Star Alliance

 1 st global airline network

 Air Canada, Air China, Continental Airlines,

Lufthansa, Singapore Airlines, United Airlines, etc.

 Seamless travel on 25 international airlines

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Analyzing Strategic Networks

• Enable us to understand the benefits and costs of a network

 Quality of the tie: strong or weak ?

• Firm’s position in a network

 Network centrality

 Knowledge broker

 Ex: IDEO design consultancy

 Structural holes

• Small-world phenomenon

 Network in local cluster

 High degree of centrality of each firm

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Firms Embedded in Strategic Networks

A hypothetical strategic network.

Firm B is in a key position - knowledge broker

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