Mergers, acquisitions and alliances

17 important questions on Mergers, acquisitions and alliances

What are the 3 strategic methods to develop a strategic option?

1. Organic development
2. Mergers and acquisitions
3. Strategic alliances

What is organic development?

A strategy is pursued by building on and developing an organisation's own capabilities. -> DIY= Do It Yourself

What are the advantages of organic development?

- It can enhance organisational knowledge and learning
- It allows you to spread the investment over the whole time span of the strategic development (not like an alliance that requires upfront payment)
- No need to search for available partners
- Less need to make compromises on stratgic constraints since you do it yourself
- New activities are created in existing cultural environment, which reduces risk of culture clash
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What are the disadvantages of organic development?

- Slow
- Expensive
- Risky

What is a merger?

A combination of 2 previosuly seperate organisations in order to form a new company.

What could be strategic motives for M&A?

To improve the competitive advantage of the organisation by:

- An extension of the firm in terms of geography, products or markets.
- Consolidation: Increasing scale, efficiency and market power
- Capabilities: Enhancing technological know-how( or other capabilities)

What could be financial motives for a M&A?

For having an optimal use of financial resources, rather than improving the business directly. This can be done via:

- Financial efficiency: A company with a strong balance sheet may acquire/ merge with a company with a weak balance sheet.
- Tax efficiency: Reducing the combined tax burden
- Asset stripping or unbundling: Selling of bits of the acquired firm to maximise asset values.

What are managerial motives for a M&A?

It might serve managerial self-interest rather than efficiency-driven.

- Personal ambition: Short-term growth , boosting personal relations, giving friends and colleagues better jobs.
- Bandwagon effects: Managers may be branded as conservative if they don’t follow an M&A trend. Shareholder pressure to merge or acquire & fear that the company may itself become a takeover target.

What are the steps of the M&A process?

1. Target choice
2. Negotiations
-> lead to completion and change of ownership
3. Integration
4. Results

What criteria is applied to chosing a target?

1. Strategic fit: Does the target firm strengthen or complement the acquiring's firm strategy?

2. Organisational fit: Is there a match between the managerial practices, cultural practices and staff characteristics of the target firm and acquiring firm?

Why are negotiations so important in the M&A process?

Managements need to both agree on the price and the terms of conditions in M&A. If you offer the target too little, the bid might be unsuccessfull. If you offer too much the acquisition is unlikely to make a profit net of the original acquistion price. ('the winner's curse')

What are the 2 key criteria when integrating a M&A according to Haspeslagh and Jemison?

- The need for knowledge transfer: Sharing capabilities or resources.

- The need for organisational autonomy of the acquired firm:
When acquired firm is very different (culture, geographically distant,…): integration may be problematic and autonomy is important.

What are strategic alliances?

Where two or more organisations share resources and activities to pursue a common activity. Only partial or no change in ownership. (Not like M&A) and is often temporarily.

What are the 2 types of strategic alliances?

1. Equity alliances: Creation of a new entity that is owned seperately by the partners involved (joint-venture).

2. Non-equity alliances: Typically looser alliances, without ownership and often based on contracts. E.g. Franchising, licensing or subcontracting.

What are 4 motives for alliances?

1. Scale alliances: Combination can provide economies of scale for production.

2. Acces alliances: Partners provide needed capabilities.

3. Complementary alliances: Bringing together complementary strengths to offset the other partner's weaknesses. Usually about partners who are at the same place of the value chain.

4. Collusive alliances: Secretly collude to increasy market power. Might be kept secret to evade competition regulations.

What are the key factors in choosing DIY, M&A or ally?

- Urgency: Organic development is slowest, alliances accelerate the process but acquisitions are the quickest.

- Uncertainty: an alliance means risks and costs are shared and thus a failure means these costs are shared .

- Types 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 seperated from the rest of the organisation and alliance may be the best.

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What is the difference between soft and hard capabilities?

Soft cap. Are hard to put a price on. Such as knowledge of employees, culture,..

Hard cap. Very clear to put a price on like machines or buildings.

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