MERGERS & ACQUISITIONS SURVEY

advertisement
MERGERS & ACQUISITIONS SURVEY
____________________________________________________________________________
On the behalf of the Canadian Advanced Technology Alliance (CATA), we are conducting a
survey to validate the key groupings of factors to the success of Merger and
Acquisitions (M&A) from the perspective of the firm life cycle (FLC) model, and the market life
cycle (MLC) model, based on the paper "MERGERS AND ACQUISITIONS AND PROJECT
MANAGEMENT: DEFEATING GRAVITY AND THE STRATEGIC DISTANCE" by Tamas
Koplyay, Ph.D., CATA Research Director.
The model illustrates a form of "gravitational law" (relative size and distance along the firm life
cycle and market life cycle). It says "the closer the relative sizes or bigger the companies
involved and the higher the strategic distance, the more difficult it is to implement the M&A
project." The survey is built on the metrics of the "gravitational law" to evaluate and measure
the relationships between those metrics and success of M&A projects.
Please choose ONE most appropriate M&A case that happened to your organization and
answer the following questions. If you are not familiar with the M&A situation, please feel free
to forward to the one, who knows of, within company or industry. It also can be answered by
more than one person from the same organization. Completing this survey takes 10~15
minutes. Replies are requested before March 31, 2008. For more information on the survey,
feel free to contact Kevin Wennekes, VP Research, CATAAlliance at kwennekes@cata.ca.
The results of this survey will be posted to the CATA website for the benefit of all members.
Please complete and return the survey by email to info@cata.ca with M&A Survey in the
subject line, or by faxing it to 613.236.8189.
Thank you for your cooperation.
The questionnaire is divided into ten sections. Please answer each of the following questions.
1. BASIC INFORMATION
1.1 Which industry sector your organization is in:
1.2 What was your position in your organization at the time of the M&A:
1.3 Your gender:
( Optional) and age
( Optional)
1.4 What was your company’s role in the M&A?
The company was merged
The acquiring company
The company was acquired
The company supported M & A process (Exp. Consultant)
1.2 When was M & A occurred? Please identify the year:
1.3 What was the product offering of the two companies before M&A? (Please specify)
Company A:
Company B:
1.4 In which stage of product life cycle were the two companies’ main products before M&A?
Company A:
Introduction (Initial);
Growth;
Maturity;
Decline
Company B:
Introduction (Initial);
Growth;
Maturity;
Decline
1.5 How many years had the companies been in business before M&A?
Company A:
year(s).
Company B:
year(s).
1.6 Were the two companies private or public before M&A?
Company A:
Private;
Public
Company B:
Private;
Public
1.7 Please identify the country of the two companies before M&A.
Company A:
International;
National;
Local;
Multi-national
Company B:
International;
National;
Local;
Multi-national
2. ORGANIZATIONAL STRUCTURE
In this section, we are measuring the organizational structure differences between the two
companies before their M&A.
2.1 What kind of the organizational structure did the two companies have?
As defined in Wikipedia, the free encyclopedia, “there are four types of organizational
structures:
a. Pre-Bureaucratic (Entrepreneur): The organization has a very flat hierarchy and most
communication is done by one on one conversations.
b. Functional: The structure groups specialize in similar skills in separate units.
c. Divisional: The organization is split up into a number of self-contained business units,
each of which operates as a profit center.
d. Post-Bureaucratic (Matrix): Most organizations fall somewhere between the fully
functional and fully projectized organizational structure (The focus is on teams with
cross functional expertise)”1.
Company A:
Entrepreneur;
Functional;
Divisional;
Matrix
Company B:
Entrepreneur;
Functional;
Divisional;
Matrix
2.2 How many levels of management were existing in the two companies?
Company A:
No management structure
1-2 levels (general manager and functional managers)
3-4 levels (VP, CxO, Directors, and managers)
More than 5 levels.
Company B:
1
http://en.wikipedia.org/wiki/Organizational_structure#Pre-bureaucratic
No management structure
1-2 levels (general manager and functional managers)
3-4 levels (VP, CxO, Directors, and managers)
More than 5 levels.
2.3 What was the percentage of the two companies’ invested foreign capital?
Company A:
0;
0-33%;
33-66%;
67-99%
Company B:
0;
0-33%;
33-66%;
67-99%
3. LEADERSHIP STYLES CONTRASTS
In this section, we are measuring the leadership styles contrasts between the two companies
before their M&A.
3.1 On the scale of 1 to 5 (1 not at all, 5 completely) how did the leaders in the company share
the vision of leadership,
Company A:
1;
2;
3;
4;
5
Company B:
1;
2;
3;
4;
5
3.2 There are four major leadership styles identified in the organization:
Inspiration: “Leadership is based on a spiritual quality; the power to inspire, the power to
inspire others to follow.”—Vince Lombbardi
Supportive: “Leadership with a managerial orientation of support. The employees in turn
are oriented towards performance and participation. The employee need that is met is
status and recognition.”2
Logical: “Inclined to carefully assess situations, then persuade others to act through logic
and reasoning.”3
Directive: “Leaders taking decisions for others- and expecting followers or subordinates to
follow instructions.”4
Which was the dominant leadership style in the two companies?
2
Company A:
Inspiration;
Supportive;
Logical;
Directive
Company B:
Inspiration;
Supportive;
Logical;
Directive
Donald R.Clark, http://www.nwlink.com/~donclark/leader/leadob.html
http://www.cioinsight.com/article2/0,1540,1913143,00.asp
4
Michele Erina Doyle and Mark K.Smith, “Classical leadership”
3
3.3 Which kind of risk was the leadership willing to take?
Company A:
Product risks;
Company risks;
Both
Company B:
Product risks;
Company risks;
Both
3.4 Which aspect did the leadership focus on?
Company A:
Market;
Company;
Both
Company B:
Market;
Company;
Both
4. APPROACHES TO COMPENSATION
In this section, we are measuring the differences of compensation policy between the two
companies before their M&A.
4.1 How was progression in the job grade determined?
Company A:
Time on job;
Merit;
Pre-set steps;
Others, please specify
Merit;
Pre-set steps;
Others, please specify
Company B:
Time on job;
4.2 How often was the salary structure reviewed?
Company A:
Annually;
Others, please specify
Company B:
Annually;
Others, please specify
4.3 Did the two companies give a cost of living increase?
Company A:
If yes, specify the percentage
;
No.
Company B:
If yes, specify the percentage
;
No.
4.4 Did the two companies have an incentive/bonus plan?
Company A:
If yes, specify the type of bonus
Annual;
No.
Performance;
Others, please specify
Company B:
If yes, specify the type of bonus
Annual;
Performance
Others, please specify
No.
4.5 Did the two companies have a formal merit review program?
Company A:
If yes, how often were employees reviewed?
Quarterly;
Semi-annually;
Annually;
Others, please specify
No.
Company B:
If yes, how often were employees reviewed?
Quarterly;
Semi-annually;
Annually;
Others, please specify
No.
4.6 Describe the overall rating of the benefit plan offered by the company on the scale of 1 to 4
(1 is the least competitive, 4 is the most competitive)
Company A:
1;
2;
3;
4;
5
Company B:
1;
2;
3;
4;
5
4.7 Describe the overall rating of the compensation package offered by the company on the
scale of 1 to 5 (1 is the least competitive, 5 is the most competitive).
Company A:
1;
2;
3;
4;
5
Company B:
1;
2;
3;
4;
5
5. DECISION MAKING PROCESSES
In this section, we are measuring the differences of decision making processes between the
two companies before their M&A.
5.1 What type of decision making did the two companies belong to?
Company A:
Top-down;
Bottom-up;
Both
Company B:
Top-down;
Bottom-up;
Both
5.2 When the company made a decision, it was
Company A:
Reactive;
Intuitive;
Experience based;
Proactive
Company B:
Reactive;
Intuitive;
Experience based;
Proactive
5.3 Was the company’s decision making done by CEO or committee basis?
Company A:
By CEO;
By Committee
Company B:
By CEO;
By Committee
5.5 On the scale of 1 to 5 (1 is the least, 5 is the most), to what extend was the company’s
decision making based on the strategic planning.
Company A:
1;
2;
3;
4;
5
Company B:
1;
2;
3;
4;
5
6. CULTURE DIFFERENCES
In this section, we are measuring the culture differences between the two companies before
their M&A.
6.1 Which of the following aspects did the two companies’ culture promote?
Company A:
Creativity;
Management support;
High quality of products;
Production efficiency
Management support;
High quality of products;
Production efficiency
Company B:
Creativity;
6.2 Which of the following aspects does the company’s culture promote after M&A?
Creativity;
Management support;
High quality of products;
Production efficiency
6.3 From answers of question 1 and 2 which of the following best describe the company’s
culture?
Preservation of independent culture
Absorption of culture
Transformation of culture
6.4 Did the two companies experience unintended consequences in disruption of original
culture in facilitating merger/acquisition? (On a scale of 1-5 with 1 is the least and 5 is the
most.)
Company A:
1;
2;
3;
4;
5
Company B:
1;
2;
3;
4;
5
7. STRATEGY DISTANCE
In this section, we are measuring the strategy differences between the two companies before
their M&A.
7.1 According to the above questions, on the scale of 1 to 5 (1 is the same, 5 is totally
different), how different were the two companies’ overall strategies?
1;
2;
3;
4;
5
8. GRAVITATIONAL LAWS
In this section, we are measuring the differences in terms of size, assets, revenue and market
capital between the two companies before their M&A.
8.1 How many employees did the two companies have?
Company A:
Less than 50;
51-200;
.201-500;
501-1000;
More than 1000
Company B:
Less than 50;
51-200;
.201-500;
501-1000;
More than 1000
8.2 How much was the two companies’ Revenue?
Company A:
Less than 1Million;
1M~10M;
10M~100M;
100M~1Billion;
More than 1B
1M~10M;
10M~100M;
100M~1Billion;
More than 1B
Company B:
Less than 1Million;
8.3 What was the total value of the capital (private)/ total stock price (public)
Company A:
Less than 1Million;
1M~10M;
10M~100M;
100M~1Billion;
More than 1B
Company B:
Less than 1Million;
1M~10M;
10M~100M;
100M~1Billion;
More than 1B
9. SUCCESS OF M&A
In this section, we are measuring the company’s performance after the M&A.
9.1 Which of the following mechanisms do your company used to assess the post-M&A results
against plan?
Conduct post-mortem
Check financial indicators
Monitor the integration efforts
Others, please specify
9.2 On the scale of 1 to 5 (1 is the worst, 5 is the best), how successful has your company at
achieving the overall major M&A objectives?
1;
2;
3;
4;
5
9.3 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has your company at
assessing the valuation of the M&A deal?
1;
2;
3;
4;
5
9.4 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A
company at achieving its major target of increasing market share?
1;
2;
3;
4;
5
9.5 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A
company at achieving its major financial targets (stock price / cost saving/ tax/others)?
1;
2;
3;
4;
5
9.6 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A
company at achieving its major target of acquiring the advanced technology and product
portfolio?
1;
2;
3;
4;
5
9.7 On the scale of 1 to 5(1 is the worst, 5 is the best), how successful has the post-M&A
company at achieving its major target of gaining distribution channel/access to new market?
1;
2;
3;
4;
5
9.8 On the scale of 1 to 5 (1 is the worst, 5 is the best), how successful has the post-M&A
company at achieving its major target to acquiring and retaining the key talents?
1;
2;
3;
4;
5
10. OPEN QUESTION
10.1 Problems/Challenges not mentioned yet and still seem important to you:
10.2 Positive Aspects not mentioned yet and still seem important to you:
Please complete and return the survey by email to info@cata.ca with M&A Survey in the
subject line, or by faxing it to 613.236.8189.
THANK YOU FOR YOUR COOPERATION!
Download