Acq & Merger

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    8-1 2006 by Nelson, a division of Thomson Canada Limited.

    Chapter 8

    Acquisition and Restructuring

    Strategies

    Chapter Eight

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    Chapter 5Bus. - Level

    Strategy

    Chapter 6Competitive

    Dynamics

    Chapter 9International

    Strategy

    Chapter 10CooperativeStrategies

    Chapter 8Acquisitions &Restructuring

    Chapter 11

    Corporate

    Governance

    Chapter 12

    Structure

    & Control

    Chapter 13Strategic

    Leadership

    Chapter 14Entrepreneurshi

    & Innovation

    Strateg

    ic

    Inputs

    Strateg

    icActions

    Strategic

    Outcom e

    s

    Chapter 4Internal

    Environment

    Chapter 3External

    Environment Strat. Intent

    Strat. Mission

    TheStrategic

    Management .

    Process

    Strategy Formulation Strategy Implementation

    StrategicCompetitiveness

    Chapter 1

    Above AverageReturns

    Chapter 2 Feedback

    StrategicCompetitiveness

    Chapter 1

    Chapter 7Corp. - Level

    Strategy

    Chapter 5Bus. - Level

    Strategy

    Chapter 6Competitive

    Dynamics

    Chapter 8Acquisitions &Restructuring

    TheStrategic Management Process

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    Acquisition and Restructuring Strategies

    Knowledge Objectives:

    1. Explain the popularity of acquisition strategies for firmscompeting 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. Name and describe attributes of effective acquisitions.

    5. Define the restructuring strategy and distinguish amongits common forms.

    6. Explain the short-term and long-term outcomes of the

    different types of restructuring strategies.

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    Merger:

    A transaction where two firms agree to

    integrate their operations on a relatively co-equal basis.

    Mergers and Acquisitions

    *

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    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.

    Mergers and Acquisitions

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    Horizontal AcquisitionThe acquisition of a company competing in the

    same industry in which the acquiring firmcompetes.

    Vertical Acquisition

    A firm acquiring a supplier of distributor of oneor more of its goods or services.

    Related Acquisition

    The acquisition of a firm in a highly related

    industry.

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    Reasons for Acquisitions

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    Pharmaceutical firms access new products through

    acquisitions of other drug manufacturers

    Alcans purchase of Pechiney (Ch. 1 opening case)

    Reasons for Acquisitions

    Best Buys purchase of Future Shop

    Increased Market Power

    Acquisition intended to reduce the competitive balanceof the industry

    Overcome Barriers to EntryAcquisitions overcome costly barriers to entry which may

    make start-ups economically unattractive

    Buying established businesses reduces risk of start-

    up ventures

    Lower Cost & Risk of New Product Development

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    Reasons for Acquisitions

    Torontos Onex Corporation

    British Telcoms Acquisition of Irelands East Telecom

    The Jim Pattison Group of Companies

    Increased Speed to Market

    Closely related to Barriers to Entry, allows marketentry in a more timely fashion

    Increasing Diversification and Competitive ScopeFirms may use acquisitions to restrict dependence on asingle or a few products or markets

    Avoiding Excessive Competition

    Firms may acquire businesses in which competitive

    pressures are less intense than in their core business

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    Reasons for Acquisitions

    The Jim Pattison Group of Companies

    Angiotech: a Vancouver based research lab.

    Learn & Develop New CapabilitiesAcquiring firms with new capabilities helps the

    acquiring firm to learn new knowledge and remain

    agile.

    Reshape the firms competitive scopeReducing a firms dependence on specific markets altersthe firms competitive scope.

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    Problems With Acquisitions

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    TransCanadas acquisition of Nova Corp

    Dynegys near purchase of Enron

    TD Banks acquisition of Canada Trust

    Problems with Acquisitions

    Integration Difficulties

    Differing cultures may make integration of firmsdifficult.

    Inadequate Evaluation of TargetWinners Curse causes acquirer to overpay for firm.

    Large or Extraordinary Debt

    Costly debt can create onerous burden on cash outflows.

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    Problems with Acquisitions

    Vivendis purchase of Seagram Co. Ltd.

    GE--prior to selling businesses and refocusing

    Futurelink

    Inability to Achieve SynergyJustifying acquisitions can increase estimate

    of expected benefits.

    Overly DiversifiedAcquirer doesnt have expertise required to manage

    unrelated businesses.

    Managers Overly Focused on AcquisitionsManagers lose track of core business by spending so

    much effort on acquisitions.

    Too LargeLarge bureaucracy reduced innovation & flexibility.

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    Attributes of friendly Acquisitions

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    Reducing scope of operations.

    Selectively divesting or closing non-core businesses.

    Leads to greater focus.

    Restructuring Activities

    Agilient Technologies cutting of itsworkforce by 15,000 jobs

    Telus cutting of its workforce by 6,000 jobs

    Downscoping

    DownsizingWholesale reduction of employees.

    Leveraged Buyout (LBO)A party buys a firms entire assets in order to take

    the firm private.Forsmann Littles buyout of Dr. Pepper

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    Downscoping

    Downsizing

    LowerPerformance

    Reduced

    Labour Costs

    Loss of

    Human Capital

    AlternativesShort-Term

    Outcomes

    Long-Term

    Outcomes

    Higher RiskHigh Debt

    Costs

    Leveraged

    Buyout

    Downsizing

    Higher

    Performance

    ReducedDebt Costs

    Emphasis on

    StrategicControls

    Reduced

    Labour Costs

    Loss of

    Human Capital

    LowerPerformanceDownscoping

    ReducedDebt Costs

    Restructuring and Outcomes

    Leveraged

    Buyout