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Acquisitions
one firm buys another firm
the words are often used interchangeably even though they mean something very different merger sounds more amicable, less threatening
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Acquisitions
can be a controlling share, a majority, or all of the target firms stock can be friendly or hostile usually done through a tender offer
Barney & Hesterly
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2) such that businesses forming the corporate whole are worth more than they would be under independent ownership
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Economic value of Merger and Acquisition strategies Like with the other strategies, the economic value of mergers and acquisitions depends on the market context within which they are implemented. To the extent that a merger or acquisition enables a firm to exploit competitive opportunities and neutralize threats, that merger and acquisition will enable a firm to reduce its costs or increase its revenues, and that strategy will be economically valuable.
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Merger and Acquisition relatedness Acquisition of strategically related targets will generate only normal economic profits for both the bidding and the target firms this is very consistent with the discussion of economic consequences of unrelated diversification. It is argued that there is no economic justification for a corporate diversification strategy that does not build on some type of economy of scope across the businesses within which a firm operates, and thus that unrelated diversification is not an economically viable corporate strategy.
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Product Extension complementary products Market Extension complementary markets Unrelated Conglomerate everything else
Barney & Hesterly
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related M&A activity creates more value than unrelated M&A activity
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Operational
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Managerial Hubris
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Competitive Advantage
Can an M&A strategy generate sustained competitive advantage? Yes, if managers abilities meet VRIO criteria
1 2 3 Managers may be good at recognizing & exploiting potentially value-creating economies with other firms Managers may be good at doing deals Managers may be good at both
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Competitive Advantage
Recognizing and Exploiting Economies of Scope
Private Economies Firm A Firm C Firm B Bidders Target Firm Cs recognized value is $10,000 Firm A sees value of $12,000 in Firm C Firm A can earn a profit of $2,000 only if the economy remains private
Barney & Hesterly
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Competitive Advantage
Recognizing and Exploiting Economies of Scope
Costly-to-Imitate Economies Firm A Firm C Firm B Bidders Target if the economy between A & C is costly to imitate, it doesnt matter if other firms know Firm A can still earn a $2,000 profit
Barney & Hesterly
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Competitive Advantage
Recognizing and Exploiting Economies of Scope
Unexpected Economies Firm A Firm C Firm B Bidders Target
Barney & Hesterly
Firm C has a market value of $10,000 Firm A buys Firm C for $10,000 Firm C turns out to be worth $12,000
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Implications for bidding firm managers Keep information away from targets
If a target knows what it is actually worth, it is very likely to hold out for highest bid. In fact, it may contact other potential bidding firms and tell them of the opportunity, when some bidder has created with the lower bid than a target is actually worth. This is also difficult and sometimes illegal, and limiting the amount of information that flows to the target firm may have other consequences as well. Complete sharing of information, insights and perspectives before an acquisition increases the probability that economies of scope will actually be realized once the acquisition is completed.
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Competitive Advantage
Doing the Deal
Search for Rare Economies Seek Thinly Traded Markets Close the Deal Quickly Bidding Firms Perspective Limit Information to Other Bidders
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Competitive Advantage
Doing the Deal
Seek Information from Bidders
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Implications for target firm managers Invite other bidders to join the bidding competition
Once a target is fully aware of the nature and value of economies of scope that exist between it and current bidding firms, it can exploit this information by seeking other firms that may have the same relationship with it and then informing these firms of a potential acquisition opportunity. Thus the target firm increases the competitiveness of the market for corporate control and the probability that the value by an acquisition will be fully captured by the target firm.
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Implementation Issues
Structure, Control, and Compensation
M&A activity requires responses to these issues: m-form structure is typically used management controls & compensation policies are similar to those used in diversification strategies Managers must decide on the level of integration: target firm may remain somewhat autonomous target firm may be completely integrated
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Implementation Issues
Cultural Differences
high levels of integration require greater cultural blending cultural blending may be a matter of: combining elements of both cultures essentially replacing one culture with the other integration may be very costly, often unanticipated the ability to integrate efficiently may be a source of competitive advantage
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International Issues
Cultural Issues
Individualism
Social Orientation Power Orientation Uncertainty Orientation Goal Orientation Time Orientation
Barney & Hesterly
Collectivism
Respect
Tolerance
Acceptance
Avoidance
Aggressive
Passive
Long-term
Short-term
(Hofstede, 1980)
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Summary
M&A activity is a mode of entry for vertical integration and diversification strategies A firms M&A strategy should satisfy the logic of corporate level strategy M&A activity can create economic value at announcement, but target firms usually capture that value M&A activity can create value over the long term for the acquiring firm
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