Acquisition and Restructuring Strategies Chapter Eight Chapter 8 © 2006 by Nelson, a division of Thomson Canada Limited. 8-1 Strategic Inputs Chapter 3 External Environment The Strategic Strat. Intent Management Process . Chapter 4 Internal Environment Strat. Mission Strategy Formulation Chapter 5 Bus. - Level Strategy Chapter 6 Chapter 7 Competitive Corp. - Level Dynamics Strategy Chapter 9 Chapter 8 Acquisitions & International Strategy Restructuring Strategic Outcomes Strategic Actions The Strategic Management Process Chapter 2 Above Average Returns Chapter 10 Cooperative Strategies Chapter 1 Strategic Competitiveness Strategy Implementation Chapter 11 Chapter 12 Corporate Structure Governance & Control Chapter 13 Chapter 14 Strategic Entrepreneurship Leadership & Innovation Feedback © 2006 by Nelson, a division of Thomson Canada Limited. 8-2 Acquisition and Restructuring Strategies Knowledge Objectives: 1. Explain the popularity of acquisition strategies for firms competing in the global economy. 2. Discuss reasons firms use an acquisition strategy to achieve strategic competitiveness. 3. Describe seven problems that work against developing a competitive advantage using an acquisition strategy. 4. 5. Name and describe attributes of effective acquisitions. Define the restructuring strategy and distinguish among it’s common forms. 6. Explain the short-term and long-term outcomes of the different types of restructuring strategies. © 2006 by Nelson, a division of Thomson Canada Limited. 8-3 Mergers and Acquisitions Merger: A transaction where two firms agree to integrate their operations on a relatively coequal basis. © 2006 by Nelson, a division of Thomson Canada Limited. 8-4 * Mergers and Acquisitions Acquisition: A strategy where one firm buys a controlling or 100% interest in another firm with the intent of making the acquired firm a subsidiary within its portfolio. Takeover: An acquisition where the target firm did not solicit the bid of the acquiring firm. © 2006 by Nelson, a division of Thomson Canada Limited. 8-5 Horizontal Acquisition The acquisition of a company competing in the same industry in which the acquiring firm competes. Vertical Acquisition A firm acquiring a supplier of distributor of one or more of it’s goods or services. Related Acquisition The acquisition of a firm in a highly related industry. © 2006 by Nelson, a division of Thomson Canada Limited. 8-6 Reasons for Acquisitions © 2006 by Nelson, a division of Thomson Canada Limited. 8-7 Reasons for Acquisitions Increased Market Power Acquisition intended to reduce the competitive balance of the industry Alcan’s purchase of Pechiney (Ch. 1 opening case) Overcome Barriers to Entry Acquisitions overcome costly barriers to entry which may make “start-ups” economically unattractive Best Buys purchase of Future Shop Lower Cost & Risk of New Product Development Buying established businesses reduces risk of startup ventures Pharmaceutical firms access new products through acquisitions of other drug manufacturers © 2006 by Nelson, a division of Thomson Canada Limited. 8-8 Reasons for Acquisitions Increased Speed to Market Closely related to Barriers to Entry, allows market entry in a more timely fashion British Telcom’s Acquisition of Ireland’s East Telecom Increasing Diversification and Competitive Scope Firms may use acquisitions to restrict dependence on a single or a few products or markets Toronto’s Onex Corporation Avoiding Excessive Competition Firms may acquire businesses in which competitive pressures are less intense than in their core business The Jim Pattison Group of Companies © 2006 by Nelson, a division of Thomson Canada Limited. 8-9 Reasons for Acquisitions Learn & Develop New Capabilities Acquiring firms with new capabilities helps the acquiring firm to learn new knowledge and remain agile. Angiotech: a Vancouver based research lab. Reshape the firm’s competitive scope Reducing a firm’s dependence on specific markets alters the firm’s competitive scope. The Jim Pattison Group of Companies © 2006 by Nelson, a division of Thomson Canada Limited. 8-10 Problems With Acquisitions © 2006 by Nelson, a division of Thomson Canada Limited. 8-11 Problems with Acquisitions Integration Difficulties Differing cultures may make integration of firms difficult. TD Banks acquisition of Canada Trust Inadequate Evaluation of Target ‘Winners Curse’ causes acquirer to overpay for firm. Dynegy’s near purchase of Enron Large or Extraordinary Debt Costly debt can create onerous burden on cash outflows. TransCanada’s acquisition of Nova Corp © 2006 by Nelson, a division of Thomson Canada Limited. 8-12 Problems with Acquisitions Inability to Achieve Synergy Justifying acquisitions can increase estimate of expected benefits. Vivendi’s purchase of Seagram Co. Ltd. Overly Diversified Acquirer doesn’t have expertise required to manage unrelated businesses. GE--prior to selling businesses and refocusing Managers Overly Focused on Acquisitions Managers lose track of core business by spending so much effort on acquisitions. Futurelink Too Large Large bureaucracy reduced innovation & flexibility. © 2006 by Nelson, a division of Thomson Canada Limited. 8-13 Attributes of friendly Acquisitions © 2006 by Nelson, a division of Thomson Canada Limited. 8-14 Restructuring Activities Downsizing Wholesale reduction of employees. Agilient Technologies cutting of its workforce by 15,000 jobs Downscoping Selectively divesting or closing non-core businesses. Reducing scope of operations. Leads to greater focus. Telus cutting of its workforce by 6,000 jobs Leveraged Buyout (LBO) A party buys a firm’s entire assets in order to take the firm private. Forsmann Little’s buyout of Dr. Pepper © 2006 by Nelson, a division of Thomson Canada Limited. 8-15 Restructuring and Outcomes Alternatives Downsizing Downscoping Leveraged Buyout Short-Term Outcomes Long-Term Outcomes Reduced Labour Costs Loss of Human Capital Reduced Debt Costs Lower Performance Emphasis on Strategic Controls Higher Performance High Debt Costs Higher Risk © 2006 by Nelson, a division of Thomson Canada Limited. 8-16