SM Presentation12

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    Acquisition, Mergers & Strategic

    AlliancesPresented By:

    Shweta Gupta (A-15)

    Disha Lunagariya (A-25)

    Ankit Mehta(A-29)

    Ankit Pansuria(A-35)

    Milap Udani(A-57)

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    Mergers, Acquisitions, and Takeovers:

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    Types Of Acquisitions

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    Reasons for Acquisitions

    Learning andLearning and

    developingdeveloping

    new capabilitiesnew capabilities

    Reshaping firmReshaping firmss

    competitive scopecompetitive scope

    IncreasedIncreased

    DiversificationDiversification

    P&GP&G -- GilleteGilleteLower risk thanLower risk than

    developing newdeveloping new

    productsproducts

    Cost of new productCost of new product

    developmentdevelopment

    ((pepsicopepsico & Tropicana)& Tropicana)

    OvercomingOvercoming

    entry barriersentry barriers

    ((WalmartWalmart,, BhartiBharti))

    Increase speedIncrease speed

    to marketto market

    IncreasedIncreased

    market powermarket power

    ((NestleNestle--Gerber)Gerber)

    Making anMaking an

    AcquisitionAcquisition

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    Problems in Achieving Acquisition

    Success

    Too largeToo large

    TataTata -- CorusCorus

    ManagersManagers

    overly focused onoverly focused on

    acquisitionsacquisitions

    Extraordinary debtExtraordinary debt

    (TATA, jaguar)(TATA, jaguar)

    InadequateInadequate

    target evaluationtarget evaluation

    Too muchToo much

    diversificationdiversification

    Inability toInability to

    achieve synergyachieve synergy

    IntegrationIntegration

    difficultiesdifficulties

    ProblemsProblems

    withwith

    AcquisitionsAcquisitions

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    Effective Acquisition Strategies

    ComplementaryComplementary

    Assets /ResourcesAssets /Resources

    Buying firms with assets that meetBuying firms with assets that meet

    current needs to build competitiveness.current needs to build competitiveness.

    FriendlyFriendly

    AcquisitionsAcquisitionsFriendly deals make integration go moreFriendly deals make integration go more

    smoothly.smoothly.

    Careful SelectionCareful Selection

    ProcessProcess

    Deliberate evaluation and negotiationsDeliberate evaluation and negotiations

    are more likely to lead to easyare more likely to lead to easy

    integration and building synergies.integration and building synergies.

    Maintain FinancialMaintain Financial

    SlackSlack

    Provide enough additional financialProvide enough additional financial

    resources so that profitable projectsresources so that profitable projects

    would not be foregone.would not be foregone.

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    Attributes ofEffective Acquisitions

    AttributesAttributes ResultsResults

    LowLow--toto--ModerateModerate

    DebtDebt

    Merged firm maintainsMerged firm maintains

    financial flexibilityfinancial flexibility

    FlexibilityFlexibility Has experience atHas experience atmanaging change and ismanaging change and is

    flexible and adaptableflexible and adaptable

    SustainSustain

    EmphasisEmphasis

    onon InnovationInnovation

    Continue to invest in R&DContinue to invest in R&D

    as part of the firmas part of the firms overalls overall

    strategystrategy

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    Restructuring

    A reduction in the number of a

    firms employees and sometimes in

    the number of its operating units.

    May or may not change the

    composition of businesses in thecompanys portfolio.

    Typical reasons for downsizing:

    Expectation of improved

    profitability from cost reductions

    Desire or necessity for more

    efficient operations

    Ex. Tata Corus/jaguar landover

    DownsizingDownsizing

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    Restructuring

    DownsizingDownsizing

    DownscopingDownscoping

    A divestiture, spin-off or other means of

    eliminating businesses unrelated to a firms

    core businesses.

    A set of actions that causes a firm to

    strategically refocus on its core businesses.

    May be accompanied by downsizing, butnot eliminating key employees from its

    primary businesses.

    Smaller firm can be more effectively

    managed by the top management team.

    Ex. TATA Lakme HLL

    Ex. UB Group

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    Restructuring

    DownsizingDownsizing

    DownscopingDownscoping

    LeveragedLeveragedBuyoutsBuyouts

    A restructuring strategy whereby a party

    buys all of a firms assets in order to take

    the firm private.

    Significant amounts of debt may be

    incurred to finance the buyout.

    Immediate sale of non-core assets topare down debt.

    Can correct for managerial mistakes

    Managers making decisions that

    serve their own interests rather than

    those of shareholders.

    Can facilitate entrepreneurial efforts and

    strategic growth.

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    Cooperative Strategy

    Cooperative Strategy A strategy in which firms work together to achieve

    a shared objective.

    Cooperating with other firms is a strategythat:

    Creates value for a customer.

    Exceeds the cost of constructing customer value inother ways.

    Establishes a favorable position relative to

    competitors.

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    Strategic Alliance

    A primary type of cooperative strategy in

    which firms combine some of their resources

    and capabilities to create a mutual

    competitive advantage.

    Involves the exchange and sharing of resources

    and capabilities to co-develop or distribute goods

    and services. Requires cooperative behavior from all partners.

    Ex. Adani - Reliance

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    Strategic Alliance

    CombinedCombined

    ResourcesResources

    CapabilitiesCapabilities

    Core CompetenciesCore Competencies

    ResourcesResources

    CapabilitiesCapabilities

    Core CompetenciesCore Competencies

    ResourcesResources

    CapabilitiesCapabilities

    Core CompetenciesCore Competencies

    Firm AFirm A Firm BFirm B

    Mutual interests in designing, manufacturing,Mutual interests in designing, manufacturing,

    or distributing goods or servicesor distributing goods or services

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    Types of Strategic Alliances

    Joint Venture

    Two or morefirms create alegallyindependentcompany bysharing some oftheir resourcesand capabilities

    Unitech - Telenor

    Equity StrategicAlliance

    Partners whoown differentpercentages ofequity in aseparatecompany theyhave formed.

    Ex, vodafoneessar

    NonequityStrategic Alliance

    Two or morefirms develop acontractualrelationship toshare some oftheir uniqueresources andcapabilities.

    UPS - Nike

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    Reasons for Strategic Alliances

    Market Reason

    Slow Cycle Gain access to a restricted

    market

    Establish a franchise in a newmarket

    Maintain market stability (e.g.,

    establishing standards)

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    Reasons for Strategic Alliances

    Market Reason

    Fast Cycle Speed up development of new

    goods or service

    Speed up new market entry Maintain market leadership

    Form an industry technology

    standard Share risky R&D expenses

    Overcome uncertainty

    AMA-IGNU

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    Reasons for Strategic Alliances

    Market Reason

    Standard Cycle Gain market power (reduceindustry overcapacity)

    Gain access to complementary

    resources

    Establish economies of scale

    Overcome trade barriers

    Meet competitive challenges from

    other competitors Pool resources for very large

    capital projects

    Learn new business techniques

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    Business-Level Cooperative

    StrategiesComplementary

    strategic

    Alliance

    Competitionresponse

    strategy

    Uncertaintyreducingstrategy

    Competitionreducingstrategy

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    Complementary AlliancesComplementary Alliances

    Combine partner firms assets in

    complementary ways to create new value.

    Include distribution, supplier or outsourcingalliances where firms rely on upstream ordownstream partners to build competitive

    advantage.

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    Competition Response AlliancesCompetition Response Alliances

    Occur when firms join forces to respond to astrategic action of another competitor.

    Because they can be difficult to reverse andexpensive to operate, strategic alliances areprimarily formed to respond to strategic

    rather than tactical actions.

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    Uncertainty Reducing AlliancesUncertainty Reducing Alliances

    Are used to hedge against risk and uncertainty.

    These alliances are most noticed in fast-cyclemarkets

    An alliance may be formed to reduce theuncertainty associated with developing newproduct or technology standards.

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    Competition Reducing AlliancesCompetition Reducing Alliances

    Created to avoid destructive or excessivecompetition

    Explicit collusion: when firms directly

    negotiate production output and pricingagreements in order to reduce competition(illegal).

    OPEC

    Tacit collusion: when firms in an industryindirectly coordinate their production andpricing decisions by observing other firmsactions and responses.

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    Corporate-Level Cooperative Strategy

    Corporate-level Strategies

    Help the firm diversify in terms of

    Products offered to the market

    The markets it serves

    Require fewer resource commitments.

    Permit greater flexibility in terms of efforts to

    diversify partners

    operations.

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    Diversifying Strategic Alliances

    Allows a firm to expand into new

    product or market areas without

    completing a merger or an acquisition.

    Provides some of the potential

    synergistic benefits of a merger or

    acquisition, but with less risk and

    greater levels of flexibility.

    Permits a test of whether a future

    merger between the partners would

    benefit both parties.

    DiversifyingDiversifying

    Strategic AllianceStrategic Alliance

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    Franchising Spreads risks and uses resources,

    capabilities, and competencies

    without merging or acquiring another

    company.

    A contractual relationship (the

    franchise) is developed between twoparties, the franchisee and the

    franchisor.

    An alternative to pursuing growth

    through mergers and acquisitions.

    DiversifyingDiversifying

    Strategic AllianceStrategic Alliance

    SynergisticSynergistic

    Strategic AllianceStrategic Alliance

    FranchisingFranchising

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    International Cooperative

    Strategies Cross-border Strategic Alliance

    A strategy in which firms with headquarters in

    different nations combine their resources andcapabilities to create a competitive advantage.

    A firm may form cross-border strategic alliances to

    leverage core competencies that are the

    foundation of its domestic success to expand intointernational markets.

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    International Cooperative

    Strategies (cont

    d) Synergistic Strategic Alliance

    Allows risk sharing by reducing financial

    investment. Host partner knows local market and customs.

    International alliances can be difficult to manage

    due to differences in management styles, culturesor regulatory constraints.

    Must gauge partners strategic intent such that

    the partner does not gain access to important

    technology and become a competitor.

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    Network Cooperative Strategy

    A cooperative strategy wherein several firms

    agree to form multiple partnerships to achieve

    shared objectives.

    Stable alliance network

    Dynamic alliance network

    E

    ffective social relationships and interactionsamong partners are keys to a successful

    network cooperative strategy.

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    Network Cooperative Strategies

    (cont

    d) Long term relationships thatLong term relationships thatoften appear in matureoften appear in mature

    industries where demand isindustries where demand is

    relatively constant andrelatively constant and

    predictablepredictable

    Stable networks are built forStable networks are built for

    exploitationexploitation of the economiesof the economies

    (scale and/or scope)(scale and/or scope)

    available between the firmsavailable between the firms

    Stable AllianceStable Alliance

    NetworkNetwork

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    Network Cooperative Strategies

    (cont

    d) Arrangements that evolve inArrangements that evolve inindustries with rapidindustries with rapid

    technological change leadingtechnological change leading

    to short product life cycles.to short product life cycles.

    Primarily used to stimulatePrimarily used to stimulate

    rapid, valuerapid, value--creating productcreating product

    innovation and subsequentinnovation and subsequent

    successful market entries.successful market entries.

    Purpose is oftenPurpose is often explorationexplorationof new ideasof new ideas

    Stable AllianceStable Alliance

    NetworkNetwork

    Dynamic AllianceDynamic Alliance

    NetworkNetwork