SM Lecture Eight - Mergers, Acquisitions and Alliances
1. Strategic Management BUSM 3200
These Lecture Slides summarize the key points covered in the respective chapters in your
recommended text; these slides do NOT substitute, at all, the required reading of the assigned
chapter from the text. These slides also may contain additional supplementary material extracted
from other texts and sources outside your text book.
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2. Learning outcomes
Establish the potential role of organic (‘do it
yourself’) strategies.
Identify key issues in the successful management
of mergers and acquisitions.
Identify the key issues in the successful
management of strategic alliances.
Determine the appropriate choices between
organic development, mergers and acquisitions
and strategic alliances.
Compare key success factors in mergers,
acquisitions and alliances.
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3. Three Strategy Methods
Figure 10.1 Three strategy methods
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4. Organic development
Organic development is where a strategy is
pursued by building on and developing an
organisation’s own capabilities. This is
essentially the ‘do it yourself’ method.
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5. Advantages of organic development
Knowledge and learning can be enhanced.
Spreading investment over time – easier to
finance.
No availability constraints – no need to search
for suitable partners or acquisition targets.
Strategic independence – less need to make
compromises or accept strategic constraints.
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6. Corporate entrepreneurship
Corporate entrepreneurship refers to radical
change in the organisation’s business, driven
principally by the organisation’s own capabilities.
For example, Amazon’s development of Kindle
using its own in house development .
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7. Mergers and acquisitions
A merger is the combination of two previously
separate organisations, typically as more or
less equal partners.
An acquisition involves one firm taking over
the ownership (‘equity’) of another, hence the
alternative term ‘takeover’.
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8. Strategic motives for M&A
Strategic motives can be categorised in three
ways:
Extension – of scope in terms of geography,
products or markets.
Consolidation – increasing scale, efficiency and
market power.
Capabilities – enhancing technological know-how
(or other competences).
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9. Financial motives for M&A
There are three main financial motives:
Financial efficiency – a company with a strong
balance sheet (cash rich) may acquire/merge with
a company with a weak balance sheet (high debt).
Tax efficiency – reducing the combined tax
burden.
Asset stripping or unbundling – selling off bits of the
acquired company to maximise asset values.
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10. Managerial motives for M&A
M&A may serve managerial self-interest for two
reasons:
Personal ambition – financial incentives tied to
short-term growth or share-price targets; boosting
personal reputations; giving friends and colleagues
greater responsibility or better jobs.
Bandwagon effects – managers may be branded as
conservative if they don’t follow a M&A trend;
shareholder pressure to merge or acquire; the
company may itself become a takeover target.
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11. Target choice in M&A
Two main criteria apply:
Strategic fit – does the target firm strengthen
or complement the acquiring firm’s strategy?
(N.B. It is easy to over-estimate this potential
synergy).
Organisational fit – is there a match between
the management practices, cultural practices
and staff characteristics of the target and the
acquiring firm?
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14. Valuation in M&A
Getting the offer price correct is essential:
Offer the target too little, and the bid will be
unsuccessful.
Pay too much and the acquisition is unlikely to
make a profit net of the original acquisition price.
(‘the winner’s curse’).
Acquirers do not simply pay the current market
value of the target, but also pay a ‘premium for
control’.
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15. Integration in M&A
Figure 10.2 Acquisition integration matrix
Source: P. Haspeslagh and D. Jemison, Managing Acquisitions, Free Press, 1991
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16. Integration in M&A
Approaches to integration:
Absorption – strong strategic interdependence and little
need for organisational autonomy. Rapid adjustment of
the acquired company’s strategies, culture and systems.
Preservation – little interdependence and a high need for
autonomy. Old strategies, cultures and systems can be
continued much as before.
Symbiosis – strong strategic interdependence, but a high
need for autonomy. Both the acquired firm and acquiring
firm learn and adopt the best qualities from each other.
Holding – a residual category – with little to gain by
integration. The acquisition will be ‘held’ temporarily
before being sold on, so the acquired unit is left largely
alone.
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17. Strategic alliances
A strategic alliance is where two or more
organisations share resources and activities to
pursue a strategy.
Collective strategy is about how the whole
network of alliances of which an organisation is
a member competes against rival networks of
alliances.
Collaborative advantage is about managing
alliances better than competitors.
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18. Types of strategic alliance
There are two main kinds of ownership in
strategic alliances:
Equity alliances involve the creation of a
new entity that is owned separately by the
partners involved.
Non-equity alliances are typically looser,
without the commitment implied by
ownership.
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19. Equity alliances
The most common form of equity alliance is
the joint venture, where two organisations
remain independent but set up a new
organisation jointly owned by the parents.
A consortium alliance involves several
partners setting up a venture together.
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20. Non-equity alliances
Non-equity alliances are often
based on contracts.
Three common forms of non-
equity alliance:
Franchising.
Licensing.
Long-term subcontracting.
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25. Motives for alliances
Scale alliances – lower costs, more bargaining
power and sharing risks.
Access alliances – partners provide needed
capabilities (e.g. distribution outlets or
licenses to brands)
Complementary alliances – bringing together
complementary strengths to offset the other
partner’s weaknesses.
Collusive alliances – to increase market power.
Usually kept secret to evade competition
regulations.
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27. Strategic alliance processes
Two themes are vital to success in
alliances:
Co-evolution – the need for flexibility
and change as the environment,
competition and strategies of the
partners evolve.
Trust – partners need to behave in a
trustworthy fashion throughout the
alliance.
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28. Alliance evolution
Figure 10.4 Alliance evolution
Source: Adapted from E. Murray and J. Mahon (1993), „Strategic alliances: gateway to the new Europe‟, Long Range Planning, vol. 26, p. 109. www.sciencedirect.com/science/journal
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33. Comparing acquisitions, alliances and organic
development
Figure 10.5 Buy, ally or DIY matrix
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34. Comparing acquisitions, alliances and organic
development
Four key factors in choosing the method of strategy
development :
Urgency – internal development may be too slow,
alliances can accelerate the process but acquisitions are
quickest.
Uncertainty – an alliance means risks are shared and
thus a failure does not mean the full cost is lost.
Type of capabilities – acquisitions work best with
‘hard’ resources (e.g. production units) rather than ‘soft’
resources (e.g. people). Culture clash is the big issue.
Modularity of capabilities – if the needed capabilities
can be clearly separated from the rest of the
organisation an alliance may be best.
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36. Summary (1)
There are three broad methods for pursuing
strategy: mergers and acquisitions, strategic
alliances and organic development.
Organic development can be either continuous
or radical. Radical organic development is
termed corporate entrepreneurship.
Acquisitions can be hostile or friendly. Motives
for mergers and acquisitions can be strategic,
financial or managerial.
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37. Summary (2)
The acquisition process includes target choice,
valuation and integration.
Strategic alliances can be equity or non-equity.
Key motives for strategic alliances include scale,
access, complementarity and collusion.
The strategic alliance process relies on co-
evolution and trust.
The choice between acquisition, alliance and
organic methods is influenced by four key factors:
urgency, uncertainty, type of capabilities and
modularity of capabilities.
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38. PRACTICE ESSAY QUESTIONS
IMPORTANT NOTE: →
These questions are provided for your reference only – they are only
INDICATIVE of the standard of questions you might expect in the final exam.
DO NOT use these questions to “spot”
The RMIT examiner will post advice on the exam on the Learning Hub closer
to the exam; you are required to pay attention to that advise
The questions here show the range of topics that could be tested from this
lecture; they are NOT exhaustive
To score a high grade it is important to LINK the theory to applications and
examples. Where from?
You have been assigned specific cases to read from the text. Each case
study will show you the kinds of strategic decisions the case company
needs to make. You can draw from these examples.
You have selected a case company for your project; you may use
examples from there.
You are supposed to read widely from the business press about local,
regional and international companies strategies. You can use examples
from there as well.
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39. Sample essay question
1. Discuss the main catalysts for diversification.
Examine the risks and advantages of joint
ventures, mergers and strategic alliances using
examples from two of the cases studied during
this course.
2. Mergers and acquisitions (M&A) is an important
method for strategy development. In the case
of SABMiller’s proposed acquisition of Foster’s,
discuss the major motive for SABMiller and
elaborate how well Foster’s may fit SABMiller
strategically and organisationally.
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40. Sample essay question
3. What are the differences in a merger, joint
venture and strategic alliance? What are
the advantages and risks of each of these
diversification strategies? Give examples
from the XYZ case study to support your
answer.
XYZ : this means that you may be asked
to comment on one or more of the
assigned cases that are identified in your
course schedule.
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