If you dont know where you are going, any road will get you there. Alice in Wonderland
Part IV: Deal Structuring & Financing Payment & Legal Considerations Accounting & Tax Considerations Financing Strategies
Business & Acquisition Plans Search through Closing Activities M&A Integration
Cross-Border Transactions
Amazon.coms Weaknesses
Relative to the threat: Substantially smaller retail sales volume limits ability to exploit purchase economies Limited financial resources Limited name recognition in selected markets (e.g., consumer electronics) Lack of retail management depth Solo venture Partner Acquire Exit business
Strategic Options
Application
1. Discuss how you would use information obtained from the external, internal, and opportunities/threats identification analyses conducted during the business planning process to select an appropriate business strategy. Be specific. 2. Discuss how you would select the appropriate implementation strategy. Be specific. (Hint: Consider the resourcesbroadly defined--required/currently available to exploit potential opportunities and threats.)
Optimize
Customer Needs: To cost-effectively create content, display/deliver content, generate web user
activity/transactions, analyze how site utilized, and improve process to increase transactions
Discussion Questions
1. Why might Adobe have decided to acquire Omniture rather than to partner with Omniture or to build a similar capability on its own? 2. What considerations might have made Omniture an attractive acquisition target for Adobe?
Application
1. Discuss how you would use information obtained from the external, internal, and opportunities/threats identification analyses conducted during the business planning process to select an appropriate business strategy. Be specific. 2. Discuss how you would select the appropriate implementation strategy. Be specific. (Hint: Consider the resourcesbroadly defined--required/currently available to exploit potential opportunities and threats.)
Examples of Linkages Between Business and Acquisition Plan Objectives Business Plan Objective Financial: The firm will Achieve rates of return that will equal or exceed its cost of equity or capital by 20?? Maintain a debt/total capital ratio of x% Size: The firm will Be the number one or two market share leader by 20?? Achieve revenue of $x million by 20?? Growth: The firm will achieve through 20?? annual average Revenue growth of x% Earnings per share growth of y% Operating cash-flow growth of z% Diversification: The firm will reduce earnings variability by x%. Flexibility: Achieve flexibility in manufacturing and design. Technology: The firm will be recognized by its customers as the industrys technology leader. Quality: The firm will be recognized by its customers as the industrys quality leader. Service: The firm will be recognized by its customers as the industrys service leader. Cost: The firm will be recognized by its customers as the industrys low-cost provider. Innovation: The firm will be recognized by its customers as the industrys innovation leader. Acquisition Plan Objective Financial returns: The target firm should have A minimum return on assets of x% A debt/total capital ratio y% Unencumbered assets of $z million Size: The target firm should be at least $x million in revenue
Growth: The target firm should Have annual revenue, earnings, and operating cash-flow growth of at least x%, y%, an z% Provide new products and markets of x% by 20?? Possess excess annual production capacity of x million units Diversification: The target firms earnings should be largely uncorrelated with the acquirers earnings. Flexibility: Target should use flexible manufacturing techniques. Technology: The target firm should possess important patents, copyrights, and other forms of intellectual property. Quality: The target firms product defects must be <x per million units manufactured. Warranty record: The target firms customer claims per million units sold should be not greater than x. Labor costs: The target firm should be nonunion and not subject to significant government regulation. R&D capabilities: The target firm should have introduced at least x new products in the last 18 months.
Applications
1. 2. 3. Identify at least 3 criteria that might be used to select a manufacturing firm as a potential acquisition candidate? A financial services firm? A high technology firm? Despite weeks of sometimes heated negotiation, the seller continues to insist on a purchase price that is $5 million more than the potential buyer is willing to pay. How can the buyer and seller close the price gap? Be specific. Following due diligence, the buyer is concerned about the outcome of pending litigation facing the seller. The potential impact over the next three years if the firm were to lose the lawsuits could be as high as $4 million. How can the buyer protect herself against this potential liability if she acquires the target firm? The CEO of the acquiring firm insists that the integration of the target firm must be completed as rapidly as possible in order to realize the full value of estimated synergies. Why might the CEO feel this way? What are the risks associated with a rapid integration of the target firm into the acquirer? What are the risks of a slow integration of the target firm into the acquirer? The CEO of a small start-up firm has just been contacted by a potential acquirer, who is offering to buy the firm for a very attractive purchase price. However, the CEO refuses to provide any data on her firm until the potential buyer provides her with three years of signed Federal income tax statements, personal bank statements, and a net worth statement. Why? Is the CEO being reasonable? What alternatives does she have if the buyer refuses to provide this information?
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Things to remember...
The success of an acquisition is dependent on the focus, understanding, and discipline inherent in a thorough and thoughtful business plan An acquisition is only one of many options available for implementing a business plan Once a decision has been made that the implementation of the firms business strategy requires an acquisition, an acquisition plan is required.