MANAGEMT 7231 - Mergers & Acquisitions
North Terrace Campus - Trimester 3 - 2014
General Course Information
Course Code MANAGEMT 7231 Course Mergers & Acquisitions Coordinating Unit Business School Term Trimester 3 Level Postgraduate Coursework Location/s North Terrace Campus Units 3 Prerequisites MANAGEMT 7100, MANAGEMT 7101 Course Description Managers are confronted by a rapidly changing competitive landscape. Abrupt changes such as globalization, deregulation, technology advances change the nature and rules of the game. Firms are continuously attempting to remain competitive in this turbulent context, either fighting to defend their competitive advantage or seeking to create new ones. Major strategies employed for these ends include Mergers and Acquisitions (M&As).
These strategies can have major multi-level impacts. They affect how organizations compete or co-operate with the competition, how firms organize internally and how individual teams and executives achieve change. For these reasons M&As are important to examine.
The multi-level impact of these strategies, in terms of breadth, depth and complexity, lends their study to a multi-disciplinary rather than specialist approach. In this sense, the lens of strategic management is useful in providing coherence in approach, and in integrating other key disciplines such as finance, economics, organisational behaviour, psychology.
Course Coordinator: Dr Georges Baume
The full timetable of all activities for this course can be accessed from Course Planner.This course will be delivered face to face in intensive mode.
Intensive 1 (19th-20th September 2014) Intensive 2 (17th -18th october 2014) Intensive 3 (7 November 2014) Exam (22 November 2014)
Course Learning OutcomesOn successful completion of the course you will be able to:
- Analyse complex organizational environments, cases and issues by reference to and application of relevant theories, concepts and models i.e.Diagnose environmental and industrial forces that drive and constrain merger and acquisition options for businesses.
- Specify the key elements of corpoorate strategic advantage for individual organizations against the changing demands of their industries.
- Analyse corporate strategic positioning strategies of firms and evaluate them against the necessary competencies and resources of the organization - with a focus on the role of the Board and the senior management team.
- Develop alternative corporate strategies (diversification, mergers and acquisitions, internationalisation, strategic alliances, corporate transformations) contingent on the demands of the organization and its industry context.
University Graduate Attributes
This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:
University Graduate Attribute Course Learning Outcome(s) Knowledge and understanding of the content and techniques of a chosen discipline at advanced levels that are internationally recognised. A, B, C,D The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. A, C An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. D Skills of a high order in interpersonal understanding, teamwork and communication. A,C A proficiency in the appropriate use of contemporary technologies. D A commitment to continuous learning and the capacity to maintain intellectual curiosity throughout life. A, B, C,D A commitment to the highest standards of professional endeavour and the ability to take a leadership role in the community. D An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. A,C
Required ResourcesThe text for this course is:
Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, ISBN 978-1-4051-2248-1
Recommended ResourcesThe course will include multiple readings, videos and links drawn from a large number of sources
Online LearningNo specific online learning facilities are part of the course other than the usual communication and sharing of information/papers via MyUni. Please ensure that your MyUni email address is one through which you can be contacted.
Learning & Teaching Activities
Learning & Teaching ModesThis course is delivered in intensive mode.
The sessions will comprise input from the lecturer and group/individual work based on case studies, videos and supplied topics.
The information below is provided as a guide to assist students in engaging appropriately with the course requirements.This is a standard ‘3 Unit’ MBA course which requires about 156 hours of student effort. These 156 hours includes the time spent in class and undertaking assessment as well as the reading and assignment preparation you must undertake outside of the class hours.
Learning Activities SummarySession 1: Diversification and the Multi-Business Corporation: Part 1
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpts 1&2
Ø Thompson A., Strickland A, and Gamble J, Crafting and Executing Strategy: The Quest for Competitive Advantage, 19th ed., McGraw-Hill Irwin, 2014, Chapter 9.
Ø M. Goold and K. Luchs, “Why Diversify? Four Decades of Management Thinking”, Academy of Management Executive, 7, No 3, 1993, pp.7-27.
Case Study: Avid Technology Inc
1. What is Avid Technology’s current strategy? How well is the strategy working?
2. What is your assessment of the attractiveness of the businesses/product markets that Avid has diversified into? Has Avid used acquisitions as a substitute for internal innovation? Just how innovative has Avid been? Is Avid in good financial shape?
3. Did the Softimage acquisition make good strategic sense for Avid Technology? Did Avid’s board of directors provide the proper oversight during the process of deciding to make the controversial Softimage acquisition?
4. What strategic fits do you see among Avid’s products/businesses?
5. Have Avid’s acquisitions and strategic alliances been beneficial? Does it make sense for Avid to enter into an alliance with Tektronix, a competitor? What are the potential drawbacks?
6. What competitive strengths and weaknesses do you see across Avid’s business/product portfolio? Is there a good match between Avid’s products/businesses and its resources—in other words, is there good resource fit?
Session 2: Diversification and the Multi-Business Corporation: Part 2
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpts 3 &4
Ø A.Campbell, M.Goold, & M.Alexander, Corporate Strategy: The Quest for Parenting Advantage, Harvard Business Review, March-April 1995
Ø G. Owen and T. Harrison, “Why ICI Choose to Demerger”, Harvard Business Review, March-April 1995, pp.133-142.
Case Study: LVMH’s Diversification Strategy into Luxury Goods
1. What is LVMH’s corporate strategy? What does Bernard Arnault mean by ‘star brands’ and how do they contribute to corporate advantage? Is there a common strategic approach utilized in managing LVMH’s portfolio of luxury products businesses? Briefly identify the business strategies that LVMH is using in each of its business segments—champagnes and spirits, fashion and leather, perfumes and cosmetics, selective retailing, and other businesses.
2. What is your evaluation of Bernard Arnault’s acquisitions? Has he diversified LVMH into attractive industries? Does each luxury products group hold a strong competitive position in its respective industry? What does a 9-cell industry attractiveness/business strength matrix displaying LVMH’s business units look like?
3. Is there good strategic fit among all the various star luxury brands? What value-chain match-ups do you see? What opportunities for skills transfer, cost sharing, or brand sharing do you see? Do the key strategies and competencies Bernard Arnault believes contribute to the development of star brands benefit all businesses in LVMH’s portfolio?
4. Is there good resource fit among all the various star luxury brands? What are the financial characteristics of each of LVMH’s six segments? Which businesses might be considered cash hogs and cash cows? How does LVMH’s financial performance by business segment in 1999-2001 compare to 1988?
5. Based on the preceding analysis, what is your overall evaluation of LVMH’s business lineup in 2002? Does the portfolio provide the company’s shareholders with an opportunity for above-average market returns? Is its weak 2001 financial performance related to a cyclical downturn in demand for luxury products or is its poor performance a sign of a portfolio weaknesses?
6. What strategic actions should Bernard Arnault carry out to improve the company’s financial and market performance? Should LVMH undertake portfolio restructuring to eliminate certain businesses? Should Arnault make additional acquisitions to expand any of its luxury products groups?
Session 3: Diversification and the Multi Business Corporation Part 3: Creating Synergy
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpt 5
Ø M. Goold and A. Campbell, “Desperately Seeking Synergy”, Harvard Business Review, September-October 1998, pp.131-143.
Ø K. Eisenhardt and D. Galunic, “Coevolving: At Last, a Way to Make Synergies Work”, Harvard Business Review, January-February 2000, pp.91-101.
Case Study: Land O’Lakes Inc
1. How attractive are the industries that Land O’ Lakes competes in? Does it appear the company has diversified into industries more attractive than the dairy products industry?
2. What is your assessment of the competitive strength of Land O’ Lakes’ business portfolio? Are its businesses strong competitors in their respective industries? What does a nine-cell industry attractiveness/business strength matrix disclose about Land O’ Lakes’ collection of businesses?
3. Does Land O’ Lakes’ portfolio exhibit good strategic fit? What value-chain match-ups do you see? Are there opportunities for economies of scope, cost sharing, skills transfer, or brand sharing?
4. Calculate the cash flow for each of Land O’ Lakes’ six business segments. Which could be considered cash cows? cash hogs? How do the operating profits of each business unit compare?
5. Do you think Land O’ Lakes has sufficient resources to support its various business segments? What additional resources will it require for businesses that it has selected to “grow and build?” Should these resources be developed internally or obtained from outside sources?
6. What recommendations would you make to Jack Gherty and the senior management team to improve the company’s financial performance and returns to cooperative member-owners? Should the company consider broadening its business base further? Should divestitures be considered? Can strategic fit be improved? How would you prioritize investment among Land O’ Lakes’ business units?
Session 4: Takeover and Acquisition Strategies: Part 1
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpt 6
Ø J. Barney, Gaining and Sustaining Competitive Advantage, Addison-Wesley, 1997, Chapter 13, pp.437-475.
Case Study: Unilever’s acquisitions of Slimfast, Ben & Jerry’s, and Bestfoods
1. What are the chief elements of Unilever’s diversification strategy? Is Unilever pursuing a multicountry or a global strategy? What aspects of the strategy do you like? What aspects of the strategy are you skeptical about and why?
2. Did Unilever pay too much to acquire SlimFast? Is there any reason to believe that SlimFast might be a better performer as part of Unilever than it would be a standalone enterprise? Explain. Is SlimFast a good strategic fit, given that there are no other important diet products in Unilever’s product/brand portfolio?
3. What is going on at SlimFast in 2003? Why are sales nose-diving? What can be done to get things turned around? Should the SlimFast business be sold? Was the acquisition a mistake? Why did things look so good at the time of the acquisition and so dismal now?
4. Did Unilever pay too much to acquire Ben & Jerry’s? Is there any reason to believe that Ben & Jerry’s might be a better performer as part of Unilever than it would be a standalone enterprise? What problems will Unilever be likely to encounter with its Ben & Jerry’s acquisition?
5. Did Unilever pay too much to acquire Best Foods? Why or why not? What is your assessment of Best Foods’ recent performance and business portfolio? Is Best Foods a good strategic fit?
6. What is your assessment of the caliber of Unilever’s lineup of businesses and brands as of late 2003? Did the acquisitions of SlimFast, Ben & Jerry’s, and Bestfoods enhance Unilever’s portfolio? Why or why not?
Session 5: Takeover and Acquisition Strategies: Part 2
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpts 7&8
Ø R. J. Aiello and M. D. Watkins, “The Fine Art of Friendly Acquisition”, Harvard Business Review, November-December 2000, pp.100-107.
Ø R. N. Ashkenas and S. C. Francis, “Integration Managers: Special Leaders fro Special Times”, Harvard Business School, November-December 2000, pp.108-116.
Ø D. Carey, “Lessons from Master Acquirers: a CEO Roundtable on Making Mergers Succeed”, Harvard Business Review, May-June 2000, pp.145-154.
Case Study: Procter & Gamble’s acquisition of Gillette
1. What is Procter & Gamble’s corporate strategy? Do the company’s businesses seem to be related or unrelated? Are Gillette’s businesses closely related to P&G’s businesses? How will a merger with Gillette provide a 1 + 1 = 3 effect for P&G?
2. What is your evaluation of Procter & Gamble’s business lineup? How attractive are the industries it competes in? What is the competitive strength of each of its business segments? Does Gillette seem to compete in attractive consumer segments? Are its business units strong in their respective markets? What does a 9-cell industry attractiveness/business strength matrix displaying P&G and Gillette ’s business units look like?
3. Does Procter & Gamble’s business line-up exhibit good resource fit? How do Gillette’s profit margins compare to the profit margins for P&G’s businesses for the 2000 – June 2005 time period? Do both companies have similar growth rates and debt structures? How do the free cash flow and free cash flow productivity rates compare for the two companies? Does it seem that the addition of Gillette business units will boost P&G’s bottom line?
4. What is your assessment of the $57 billion acquisition price Procter & Gamble paid for Gillette? Does the 20% purchase price premium seem appropriate? Are the sales and EBITDA multiples based on the $57 billion purchase price in line with other mergers in consumer goods industries? Does the 0.975 exchange ratio seem fair to both P&G and Gillette shareholders?
5. What strategic actions should Procter & Gamble executives undertake to ensure the Gillette acquisition ultimately benefits shareholders? What must be done to achieve the expected 1 + 1 = 3 benefit?
6. Should the company pursue additional acquisitions? Should certain business units be eliminated from the business lineup?
Session 6: Corporate Transformation
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpt 9
Ø D. Sadtler, A. Campbell and R. Koch, “Breakups Build Profits”, World Executive’s Digest, May 1998, pp.24-27.
Ø G. Brenneman, “Right Away and All At Once: How We Saved Continental”, Harvard Business Review, September-October 1998, pp.162-179.
Ø J. Hagel and M. Singer, “Unbundling the Corporation”, Harvard Business Review, March-June 1999, pp.133-141.
Case Study: Gordon Bethune and the Turnaround of Continental Airlines
1. What accounts for the success that Gordon Bethune had in turning Continental around from one of the worst-performing airlines in 1994 to one of the best-performing airlines as of mid-2001? How did he do it? What 3 or 4 things provide the best explanation?
2. What are the key policies and operating practices underlying implementation and execution of Bethune’s Go Forward Plan?
3. How would you characterize the Continental’s corporate culture as of 2001? What are its key elements? Is Continental a strong culture company in the sense that the culture is deeply ingrained (like that at Southwest Airlines)? Why or why not?
4. Were you surprised at the actions taken by Bethune in the days following 9/11? Did Bethune do the right things? Was his turnaround effort more fragile than you expected?
5. What actions should Bethune and Continental management take in response to the reduced amount of passenger traffic and the company’s rapid cash drain as of Fall 2001?
Session 7: Strategic Alliances as Strategy
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpt 10
Ø B. Gomes-Casseres, “Managing International Alliances: Conceptual Framework”, Harvard Business School, 1993.
Ø B. Walters, S. Peters and G. Dess, “Strategic Alliances and Joint Ventures: Making Them Work”, Business Horizons, 37, no.4, 1994
Case Study: Adidas: Will restructuring its business lineup allow it to catch Nike?
1. What is adidas’ corporate strategy? Was there a common strategic approach utilized in managing the company’s lineup of sporting goods businesses prior to its 2005-2006 restructuring? Has the corporate strategy changed with restructuring?
2. What is your evaluation of adidas’ 1998 acquisition of Salomon SA? Did the acquisition achieve the Robert Louis-Dreyfus’ objective of putting together the best portfolio of sports brands in the world? What does a 9-cell industry attractiveness/business strength matrix displaying adidas-Salomon’s business units look like?
3. Did adidas’ business line-up prior to the divestiture of Salomon and Mavic exhibit good strategic fit? What value-chain match-ups existed? What opportunities for skills transfer, cost sharing, or brand sharing were evident? What strategic fits will be possible once Reebok International is acquired?
4. Did adidas’ business line-up exhibit good resource fit between 1998 and 2004? What were the financial characteristics of each of three major segments? Which businesses might have been considered cash hogs and cash cows? How did adidas-Salomon’s performance vary by geographic region?
5. Based on your analysis of adidas-Salomon businesses, did the 2005 restructuring make sense? Does it appear the acquisition of Reebok International will produce positive results for shareholders? What strategic actions should adidas CEO Herbert Hainer initiate to improve the company’s financial and market performance now that the restructuring is nearing completion?
Session 8: International Strategy
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpt 11
Ø Morkel, T. Osegowitsch and G. Lewis, “International Competitiveness: A Strategic Management Approach”, in Lewis et al., 1999, Chapter 21, pp.370-390
Ø G. Hubbard, Strategic Management: Thinking, Analysis and Action, Prentice Hall, 2000, Chapter 9
Case Study : The Global Leadership of Carlos Ghosn at Nissan
1. What internal and external elements were impacting Nissan’s performance prior to the Global Alliance agreement with Renault in 1999? What effect did the Japanese culture have on Nissan’s performance? Was it a facilitator of success or an impediment to success? How does the keiretsu system work and why has it become a problem for Nissan?
2. How was the alliance between Nissan and Renault structured? What were the factors that made this alliance attractive to both partners? How important were the three concessions that Hanawa was able to gain from Renault? What were the consequences of these concessions?
3. Why was Carlos Ghosn put in the role of Chief Operating Officer at Nissan? Was he well prepared for the role? What were the key challenges he faced immediately upon assuming the role of COO? What specific problems did he identify?
4. How would you characterize Nissan’s corporate culture as of 1999? What were its key elements? Is Nissan a strong culture company in the sense that the culture is deeply ingrained? Why or why not? What impact did the Japanese national culture have on Nissan’s corporate culture?
5. What are the key policies and operating practices underlying implementation and execution of Ghosn’s turnaround plan at Nissan? How important were Ghosn’s “three overriding principles” in facilitating Ghosn’s plan? What role did cross- functional teams play?
6. How would various parts of the Nissan organization have felt about Carlos Ghosn, and why? How did he go about enlisting their support? How did he resolve resistance? What was the role of his direct staff? Of middle managers? How did his own management philosophy and style contribute to making the necessary changes occur?
Session 9: Businesses from Emerging Countries Competing in a Global World
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpts 12&13
Ø C. Bartlett and S. Ghoshal, “Developing Coordination and Control: the Organisational Challenge”, in Lewis et al, Australian and New Zealand Strategic Management: Concepts, Contexts and Cases, 2nd ed., Prentice Hall, 1999, pp.354-369..
Ø C. A. Bartlett and S. Ghoshal, “Going Global: Lessons from Late Movers”, Harvard Business Review, March-April 2000, pp.132-142.
Ø T. Khanna and K. Palepu, “Why Focused Strategies May Be Wrong for Emerging Markets”, Harvard Business Review, July-August 1997, pp.41- 51.
Case Study: “Acer, Inc.: Taiwan’s Rampaging Dragon”, HarvardBusiness School.
What accounts for Acer’s outstanding startup? After such a strong decade, why did Acer’s growth and profitability tumble in the late 1980’s? How do you evaluate Leonard Liu’s performance? How effective has Stan Shih been in re-building Acer in the early/mid-90s? What do you think of his new business concept? Is this a visionary framework for Acer’s future competitiveness or a random series of ill-conceived top-down initiatives? As Stan Shih, what action would you take on Aspire? Should he approve its continued development? Should he allow AAC to continue to lead the project? Should Aspire become a global product? If so, who should manage the worldwide rollout?
Session 10: Corporate Governance: The Role of the Top Management Team and the Board
Ø Angwin, D. (2007), Mergers and Acquisitions, Blackwell Publishing, Chpt 14
Ø D. Ancoma, “Teams at the Top: Managing the Madness”, in D. Hambrick et al., Navigating Change: How CEOs, Top Management Teams and Boards Steer Transformation, Harvard Business School, 1998, Chapter 10.
Ø “JACK: A Close-up Look at How America’s #1 Manager Runs GE”, Business Week, June 8, 1998, pp.41-51.
Ø J. Conger & E Lawler, Building a high performance board: how to choose the right members, Business Strategy Review, 2001, Vol 12, Issue 3, pp 11-19
Ø J. Conger, D. Finegold and E. Lawler, “Appraising Boardroom Performance”, Harvard Business Review, January-February 1998, pp.136-148.
Ø S. Wallis, “Corporate Governance: Conformance or Performance”, Journal of Banking and Financial Services, August 2000, pp.14-19.
Case Study: “GE’s Two-Decade Transformation: Jack Welch’s Leadership”, Harvard BusinessSchool.
1. How has GE performed over the period of this case?
2. What has been GE’s corporate strategy?
3. What has Jack Welch done?
4. How much of GE’s performance is due to Welch?
5. How much is due to the top management team?
6. Can Welch’s and/or the top management team’s performance be replicated?
Small Group Discovery ExperienceThe nature and focus of presentations will be discussed in Session 1. Please note that the groups are pre-assigned. Any changes to group configurations must be approved by the course coordinator. Please note the schedule time for case discussion and have your material prepared in advance.
LVMH’s Diversification Strategy into Luxury Goods
Land O’Lakes, Inc
Unilever’s Path to Growth Strategy: Is it working?
Procter & Gamble’s acquisition of Gillette
Gordon Bethune - the Turnaround of Continental Airlines
Adidas: Will restructuring its business lineup allow it to catch Nike?
The Global Leadership of Carlos Ghosn at Nissan
Acer. Inc.: Taiwan’s Rampaging Dragon
GE’s Two Decade Transformation: Jack Welch’s Leadership
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