MGCR 423 Lecture Notes - Lecture 6: Duracell, Spectrum Brands, Ebay

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Chapter 6 Mergers and Acquisitions Strategies
1. Merger & Acquisition
Merger: A strategy through which two firms agree to integrate their operations on a relatively coequal basis.
(Example: Orange & T-Mobile merger in the UK).
Merger happened in overcrowded industry (mobile phone in UK)
- Industry was fragmented = market leader.
- Competing on price = price war (nobody is making money)
Mege = la off eause thee is alas dupliatio i futio  fiaial dietos, …
Acquisition: A strategy through which one firm buys a controlling, or 100 percent interest in another firm with the
intent of making the acquired firm a subsidiary business within its portfolio. (Disney acquisition of ABC, Gillette
acquisition of Duracell, eBa’s auisitios, Tea’s auisitios.
- Subsidiary = Own management, structure and operation but still the revenue that it generates contribute
to the overall revenue of the corporation.
o PayPal is a subsidiary of eBay.
o Disney acquisition of ABC
- Synergies = must evaluate what synergy the acquired company will add value/revenue to the overall
portfolio of the corporate company
- When a company is acquired integration must happened in the parent company
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Takeover: A special type of acquisition heei the taget fi does ot soliit the auiig fi’s id; thus
takeovers are unfriendly acquisitions. (Comcast attempted a takeover of Disney in 2004 and failed).
- Company are become target for takeover are companies with unhappy SH, mismanagement, difficult
financial situation
- Value of the stock goes down and become affordable.
= allow the acquiring company to have the support of the SH.
Few ways for a take over:
Buying a controlling way of the stock (replace the CEO, be a part of the boarder)
Public announcement (accounting for SH support)
An acquiring company need to think about synergy = what value it gonna bring to the corporate
portfolio.
2. Reasons for acquisition
To reduce the number of competitors in a mature or highly fragmented industry (AT&T tried to acquire T-
Mobile USA in 2011)
o Industry consolidation: in an overcrowded industry, M&A helps to consolidate and reduce the
number of competitors + preserve profit.
Geographic expansion and overcoming entry barriers Quee’s Couhe-Tad auied Noa’s “tateoil-
2012)
o existing established firm = expand geographically in a safe way.
o Reduction of risk + knowledge of the market through the acquired company.
Reduction of cost/risk of new product development and increased speed to market (acquisition as a
sustitute fo R&D: Apple’s auisitio of AutheTe i 
o Apple use their own R&D to develop this technology (cost saving, pattern issue, the R&D process
has already been done)
o
Diversification into new products or markets Gillette’s auisitio of Duaell, as opposed to ogaiall
developing a battery business from scratch) 2 ways to diversify
o Acquisition: choose a successful target and acquire it.
o Organically: Disney created it own cartoon subsidiaries.
Pursuit of multipoint competition (acquisitions by Energizer and Rayovac to compete against Gillette in razor
market in addition to battery market)
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o eake the poe of ou opetitos: ou attak e o  aket I’ll attak ou o ous. Weake
ou opetitos o ultiple aket. The ie gai aket poe.
The strategic reason behind the acquisition determines what Management needs to focus on to gain expected
results from the acquisition.
Strategic Objectives
Main concerns
The Overcapacity
M&A
The acquiring company (part of the
industry) w/ excess of capacity)
will eliminate capacity, gain
market share and create more
efficient operation.
ege opa util ou’e rationalized it, so decide what
to eliminate quickly
If the acquired company is as large as the acquiring one +
process and value are = toule ad o’t e eas.
Mege of euals = oth opaies’
management groups to fight for control.
The Geographic
Roll-up M&A
A successful company expand
geographically; operating units
remain local.
Member of the acquired group may welcome your streamline
processes. If = you can afford to ease them in slowly.
Strong culture? Introduce new values w/ extreme care.
These are win/win scenarios = they often go smoothly
The Product or
Market extension
M&A
Auisitios eted a opa’s
product line or its international
coverage.
Know what your buying: the farther you get from home, the
harder it is to be sure.
Expect cultural + gov to interfere with integration.
The bigger you are relative to your target company, the
better chances for success.
The more practice you have, the better chances for success.
The M&D as R&D
Acquisition are used in lieu of in-
house R&D to build a market
position quickly.
Built industrial-strength evaluation process so that you buy 1st
class businesses.
This category allows time for slow assimilation, so culture
due diligence is a MUST.
Put well connected executive in charge of integration + high
visibility assignment.
The Industry
Convergence M&A
A company bets that a new
industry is emerging + tries to
establish a position by culling
resources from existing industries
chose boundaries are eroding.
Integration should be driven by specific opportunities to
create a symmetrical organization.
Top manager should be prepared to make the call about what
to integration and what to leave alone.
Be ready to change decision.
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