Factors to Consider Before Merger and Acquisition

Factors to Consider Before Merger and Acquisition CHAPTER 1 Introduction 1.1. Background to the research According to the Chambers 20th Century dictionary the research could be defined as a â€Å"Systematic investigation towards increasing the sum of knowledge†. It was also stated as â€Å"An endeavor to discover new or collate old facts by the scientific study of a subject or by a course of critical investigation† in the Concise Oxford Dictionary. (The Concise Oxford Dictionary) Research can also be defined as the process which helps to find something new or it helps in clarifying certain doubts about the research that was being done already. This research looks in to the factors that encourage business organization all over the world to engage in the process of mergers and acquisitions (MA). It also examines the factors and incentives on the basis of which the MA have been a continuous popular strategy for the firms for expanding their businesses. Why and what type of firms will engage in this process. This research also helps the firms to understand the benefits that they can get from the MA process. There are various other growth and diversification strategies like franchising, licensing and Joint ventures which are popular amongst the business organizations. This research also discussed the challenges that firms face while engaging in the process of MA. MA is not an easy process because it is difficult for the organizations that are previously competing with each other to join and work together as one new entity. Organizations have different culture; they are using different management practices. It is very difficult for the employees to adjust to the new culture of the organization. In this research it is also going to be found out that what benefits that a firm can get after a successful MA process. Mergers and acquisitions is an issue of great academic interest. There are studies about this issue in the field of industrial economic and strategic management as well as on organizational theories. Especially in the current economic situation, where companies are facing liquidity problems and facing tough competitions from their rivals, MA is an important survival strategy as well for the organizations. With the globalization and the world is being a global village, the need for companies to join together and to cater the needs of the customers have to work together. The phenomenon of MA is equally popular amongst the firms with same kind of business as well as for the organization in different business. The firm that is discussed as a case study in this research is a big pharmaceutical company of the world. After the merger the company became the biggest pharmaceutical company of the world. In year 1998 the volume of business through the MA process was 2.4 trillion. This increases every year with more and more companies are entering the process of MA. In this research the case study GlaxoSmithKline (GSK) was discussed. It is going to be evaluated in this research that how the organization benefitted from the merger and acquisition process and whether it was a successful merger or not. In this research the definitions of MA given by different authors and the types of mergers were also discussed. The motive that attracted the organization to involve in the process of mergers and acquisition and the benefits that they got from this process was also discussed. MA is a complex process that involves two different companies, having their separate identity, so the problem arises in the integration process after the MA. In order to measure the performance of GSK the financial statements are analyzed. 1.2. Significance of the Study This research will help in finding out the factors that encourages companies to engage in the process of mergers and acquisition (MA). What are the factors that firms have to consider while starting the process of mergers and acquisitions? It is also going to be find out in the research that why companies are using MA as business expansion strategy for the growth of their business both in the International as well as local markets. This research will help in better understanding of the issues that are involved in the process of MA. The firms have to look at the human resource aspect of the mergers and acquisitions instead of just considering the financial and business aspect. Apart from the factors and parties involved in the process of mergers and acquisitions it is also going to be find out that what are the factors that have to be managed in the process, otherwise they will result in the failures of the whole process of MA. This study will also help the companies who are planning to engage in the process of MA about the relationship between the parties involved in this whole process. Globalization has made it easy for the firms to interact with each other, share their experiences about the markets, made strategic alliances to expand their businesses. This study will help in understanding the fat that how firms are using the mergers and acquisition as international business expansion strategy. It is also going to be find out in this study that why companies adopt the MA to expand their businesses in the international as well as national market when they have other business expansion strategies available to them like Strategic Alliances and joint ventures. 1.3. Statement of Purpose The purpose of this study was to find out that what were the factors that encouraged firms to engage in the process of mergers and acquisition? This research was going to evaluate the different business growth and expansion strategies that firm are using in order to expand their businesses. As GSK was taken as case study for discussing the mergers and acquisition as a business growth strategy, it was also going to be discusses that why GSK selected MA as a growth strategy to expand their business. This research also looked into the factors that encouraged firms in general and GSK in particular to involved in MA process. It was also going to evaluated that what were the positive points, that GSK would get after their merger and what were the challenges that GSK faced in the during merger and pre merger phase . In order to evaluate the performance of the GSK in this research the financial statement of the GSK was evaluated so as to saw the performance of the company in the post merger stage. This research looked at the annual turnover of the GSK after their merger so as to see that how much growth company had after the merger. In this report the earning per share (EPS) of the GSK was discussed and compared over few years in order to get the feel of that how well the company was working and how much benefit, the shareholders of the company had of their MA. The purpose of doing this research to help the students, researchers and companies to understand that how they can merger and acquisition effectively in order to expand their businesses. This research is really helpful full for the companies who are interested in doing mergers as they come to know through this research that what are the benefits they can get after the MA process. They will also come to know through this research that what will be the challenges that they will have to face if they want to be a part of mergers and acquisition process. This research will provide will help the firms who are interested in the process of mergers and acquisition to understand that how they will face with the problem of cultural differences if they are going for mergers with organizations from others cultures. They will also come to know that how important is the proper integration of cultures and integration of different department of the organization in the successful process of MA. 1.4. Aims and objectives This research will help the companies who are planning to engage in the process of mergers and acquisitions. They come to know through this research that what factors they have to take into consideration while going for mergers and acquisitions. What are the benefits and what are the negatives of MA. Who are the parties that are involved in merger and acquisition? The research has several aims regarding mergers and acquisitions of companies, especially Glaxo and SmithKilne. Merger and Acquisitions are never easy as many companies fail in their initial steps but some of them succeeding as well although number of failure is high. They fail because they could not recognize the actual factors on which they are doing mergers and acquisition. There are several factors upon which merger and acquisition takes place like HR, lack of capital, IT, lack of expertise, need for globalization and it is not necessary that companies do merger and acquisition on all factors but it depends on companies strategies and requirements as well. But in todays dynamic environment companies do merger and acquisition for increase their efficiency and effectiveness; companies have increasingly used mergers and acquisitions to change the scope and/or competitive environment of their business. Other factors which are useful in successful mergers and acquisitions are communication, corporate culture and change for surviving. In this project the researcher will discuss the factors that have impact on before, during and after merger and acquisition. Researcher will also look into the financial statement of the GSK for the last three years to determine that whether the company grows in its market price per share and price earnings ratio. That is the main indicators that determine the performance of the company. 1.5. Research Questions What factors encourages firms to adopt mergers and acquisitions as an international business strategy? What are the other international business expansion strategies available to firm? What benefits are likely to be gained by the firm, under the international business expansion strategy in mergers and acquisitions? What factors encouraged GSK to engage in merger and acquisitions? What are the benefits of MA? What are the challenges faced by the firm while engaging in the process of mergers and acquisitions? What strategies could be implemented to enhance the international business operations? CHAPTER 2 Literature Review 2.1 Business Expansion and Growth Strategies Businesses can expand or grows by number of ways. Whatever type of choice there may be, the business owners are on the hot seat because they have to make judgments, they should consider the best available choice that are in line with their main objective of expanding or growing business. In order to provide an initial understanding of the basic business growth and expansion strategies, some of them are discussed here. Directly exporting, Indirectly exporting with the help of middle man, producing product in the target company, Franchising and joint ventures, strategic alliances are some of the methods that companies all over the business world are using to expands all over the world. Apart from methods mentioned above, Mergers and acquisitions are the method that big multinational companies in all business sectors are using to expand their businesses internationally as well as in domestic market. Firms are using MA as an expansion growth strategy in order to cut down their cost of unnecessary advertisement and other marketing programmes that they are using in order to capture new markets with the help of MA. Companies diversifies their businesses so that they can enter new markets. 2.1.1 Business expansion through Geographical expansion It is the first and foremost aim of every business to grow in term of capturing new markets as well as in the financial terms. It is easy with the help of MA process, two companies that were previously competing with each other and spending a lot of their financial resources on un necessary marketing their products, can join their hands with MA process to capture new geographical markets. GSK after their mergers captures big market of Europe, Asia, USA and Japan. In most of the world GSK, after their merger became the biggest pharmaceutical company of the world. It is important to know that what are the methods, modern small, medium and large businesses are using in order to expand their businesses internationally. Some of the methods that organizations are using to expand internationally and in the local markets are as follows; 2.1.2 Ansoffs Growth Matrix (Product Market Mix) In order to understand the growth strategies, one of the common business strategy frame work is called as Ansoffs Growth Matrix. This matrix is developed by H. Igor Ansoff, a strategic management guru. This matrix helped organization in establishing a direction for the growth. In this growth matrix product and market are taken against vertical and horizontal axis. It helped organizations to understand the factor that how they grow their business. They can either enter the existing market with new product or they can enter the new market. (Campbell and Craig 2005) 2.1.3 Market Penetration In this kind of growth strategy the firm actually wants to sell more of its product in to the existing market. The firms want to grow their business by capturing more market share, for that firm allocates more of its resources to product development. This is less risky because the firm already knows the market. (Campbell and Craig 2005) 2.1.4 Market Development In this strategy the firm tries to enter the new market with the existing products. This happens when the firm wants to sell their existing product to new geographical markets in order to capture them. In this strategy firm has to invest highly on the marketing and sales department, in order to pursued customers to purchase their product. (Campbell and Craig 2005) 2.1.5 Product Development This strategy necessitates on the development of new product for the existing markets. In this strategy the organization had to invest highly on the research and development. Firms have to come up with new products that are in accordance with the current trends and needs/tastes of the customer. (Campbell and Craig 2005) 2.1.6 Diversification Diversification is the highly risky strategy. In this strategy firms want to sell entire new product in the entire new market for entire new customers. Diversification is of two types, related diversification and unrelated diversification. Related diversification is the one in which firms stick to the business in which it already are working. Unrelated diversification refers to the strategy where firm enters in to the entirely new business. (Campbell and Craig 2005) 2.1.7 Franchising Franchising is a business growth model in which the franchisor not only sells the its trademarks to the franchisee but despite of that he provides the franchisee with the whole business model that includes, accounting system, processes, training and technical and marketing support as well. This kind of business expansion model is very common in retail, food business, as well as in the service sector. As GSK is a big multinational company that is involved in the pharmaceutical industry so, business expansion models like Franchising are not suitable for them. 2.1.8 Licensing Licensing is another form of business expansion strategy that is very similar to the franchising. It worked the same way as franchising but in licensing licensor only allow licensee to use their intangible assets and in return gets royalty fees on monthly or annual basis. Intangible assets include patents, formulas, designs, copyrights and other intangible assets. This type of strategy was also not feasible for big company like GSK. 2.1.9 Strategic Alliances Strategic alliances are a kind of business expansion strategy in which two potential or actual competitors enters into a cooperative agreement. This is usually used by the companies, that are interested in entering the markets with less risks and they want to divide their initial fixed cost for starting a business. There are few other methods apart from the ones that are discussed above. Some companies used to expand their businesses by exporting, some like to go for joint ventures. 2.1.10. Mergers and Acquisitions Mergers and acquisition is the method that is used by the firms all over the world in order to expand their businesses. According to a research, the total volume of mergers and acquisition business in year 1998 was 2.4 trillion. Mergers and acquisition is the kind of business expansion strategy that was used by GSK. Glaxo Wellcome and SmithKline Beecham were the companies that are in the same business of pharmaceutical and healthcare products. GSK selects mergers and acquisition because it is easy for the manufacturing companies in the same trade and having almost same culture. A major factor in the mergers of the two firms was the suitability of the process for both the organization. After the MA of the two organizations they became the largest pharmaceutical company of the world. 2.2 Mergers and Acquisitions (MA) Merger and Acquisition have been discussed by the Strategists and been at the centre of management research as a quick and efficient way to expand their business and to get into new unknown markets, to create competitive advantage, to have spread risk and dominate existing market as well. 2.2 Definitions of Mergers and Acquisition Merger and acquisition is usually defined as a coming together of two companies however although people thought merger and acquisition to have same meaning but technically its different. An acquisition can be defined as the process of taking over of another, firm in which firms develops its own current situation by acquiring other firms resources and competencies (Johnson and Scholes 1999). Acquisition could also be defined by (Bowman and Asch 1996) as a process in which a firm acquired the shares and assets of other companies, liabilities and as well as its trading activities. Business all our the world are learning the fact that they have to find strategic partner, if they expect to be successful in todays globalized business world even big huge multinational companies are looking for companies in national as well as international markets with whom they can make strategic alliances. In order to operate in another country a firm has to get license for its product; get raw material or other stuff from local suppliers to meet the requirement of â€Å"local or domestic content† and so on. In order to overcome and avoid those difficulties firm develop global strategic alliances and strategic networks (Coffey, Cook and Hunsaker, 1994). Companies, Firms are always looking for partners with whom they can balance their strengths and counterbalance their weaknesses. This thing helps companies to achieve greater sales and economies of scale (Coffey, Cook and Hunsaker, 1994). Concept of merger and acquisition is not, new in Europe. This concept is reforming the financial landscape of the global business world from the last three decades and the most number of businesses grouped together in USA. It was shown from the data available that in 1998 more than $1 Trillion were spent on the activities of MA. Banking industry occupied the major part in the activity (Hitt et al, 1998). Acquisition is usually seen as a part of the growth of particular firm but some also believes that it was also often used by firms to save their dyeing and diminishing industries. Business growth could either be external or internal. Internal growth was in the form of investment in new or second hand plant or machinery or acquiring an existing going concern organization i.e. the example of external growth. A firm would choose amongst the internal and external growth according to its own requirements by thoroughly studying it as which one was more profitable. An acquisition is a bilateral agreement where the owner accepted the cash and securities or the mixture of both of these in returns of the shares in existing company. (Chiplin and Wright, 1988). Chiplin and Wright (1988) stated that, merger could also be defined as a process in which two companies decided to come together to shape a new legal body. Sian Herbert Jones (1982) defined merger â€Å"as a marriage between two companies of roughly of the same size†. The bigger company in the process usually controlled the assets of the new entity. The shareholders of the companies will have to exchange their shares with the newly created companies. A merger can also be defined as a process in which one firm amalgamate with another firm and disappeared in the new company. All mergers were accepted by the governments as they were in accordance with the laws of the states where they actually happened as well as they were also on the official scale. (Reed S. etal 2007). The number of mergers in 1980s has far exceeds the number of mergers in 1960s. Usually in 1960sthe mergers took place between companies of same sizes and in most of cases doing the same business. But in 1980s and 1990s the trends have with eased the MA of companies of different size of business and of dissimilar type of business (Tetenbaum 1999). The tendency of the organization to present in the mergers of vertical nature and the diversification type does not seem to be stop in future. Yet firm that starts merger usually attained small economic profits but value created by MA and that benefitted mostly to the small firm that was reached (Barney 1997). Lubatkin (1983) defined the main reason of acquiring and merger a novel firm to get better overall performance by attaining the synergy effect which is also normally described as â€Å"2+2=5†effect (Cartwright and Cooper, 1993, Hover 1971) between two organizations and that at the end helps them in gaining competitive advantage (Porter, 1985, Weber 1996). (British Institute of Management, 1986, Hunk 1988, Marks 1988, Weber 1996) stated that the successful rate for the firms in the process of MA were around 20 to 60 percent. 2.2.1 Different Types of Mergers and Acquisitions Mergers and acquisitions can take various forms. It depends upon the firm, a firm may choose to invest its recourses away from its current firm but within same type of business or it can decide to move to a complete new industry and invest in the area that is entirely new to it. There are following types of mergers and acquisition (MA). Different authors defined them as 2.2.2 Horizontal Mergers Horizontal merger can be defined as merger between companies that produce identical or closely related products. It can also be defined as a combination of two or more competitor working within the same geographic locality. The merger of Carlton and Granada television on UK as both are television companies to form ITV plc was a horizontal merger same as the example of Daimler and Chrysler link up. Other examples of horizontal merger in Europe in airline industry is the Lufthansa-Swiss International Linkup, Air France-KLM merger and the takeover of Buzz by Ryan air are the examples of horizontal merger in recent past.(Smart and Megginson 2008) 2.2.3 Vertical Mergers Merger in which companies with current or potential buyer relationship combines to create a more integration company, that type of merger can is called as vertical merger (Scott, Megginson, 2008). Vertical merger can be of Forward Integration or Backward Integration. Vertical merger can also be used as a marketing tool like Ford has acquired a financial subsidiary that has make it easy for their customer to obtain finance to purchase their products (Ford Motor Credit). 2.2.4 Conglomerate Mergers Conglomerate Mergers can be defined are of two types. One is called as product extension merger in which firms with similar but exact line of business joins. On the other hand a pure conglomerate merger occurs between companies involved in completely different line of businesses. Pure conglomerate merger is also called as classic conglomerate mergers. Pure conglomerate mergers were very popular in 1960s but it started to decline from 1980s onwards. In year 1984 the merger of car maker General Motors and that of computer consulting firm (EDS) Electronic Data System is a prime example of pure conglomerate mergers. 2.2.5 Concentric Mergers In the concentric mergers the companies might not moved to the different kind of business as they does in conglomerate merger. In this firm expands its activities at the same time measuring of unity of existing activities. This can be done by acquiring technologies that can help the firm in marketing customer type (concentric marketing) or it can also be done by acquiring customers for existing technologies (concentric technology) Jones 1982. The merger of Glaxo Wellcome and SmithKlineBeecham was a concentric merger as both companies were in the business of pharmaceutical and health care products and their merger at that time created the biggest pharmaceutical company in the world. 2.2.6 Strategic Merger All merger are in some aspects are strategic mergers because they starts with having a particular strategy in mind. It can be define by authors and strategist to create an efficient merged company than that of its remerged companies. As it was explained in the definition of strategic merger that all mergers are strategic mergers, similarly the merger GSK was a pure strategic merger because they management of GSK was aware of the fact that they was going to be the biggest pharmaceutical company in the world after that MA process and they were able to reduce their cost of producing new medicines and formulas by economies of scale after merger. They were also expecting to capture the world market by geographically expanding their business. 2.2.7 Non value maximizing Motives and different theories of Mergers The basic motive of merger should be of maximizing shareholders wealth but unfortunately not all mergers are motivated towards the maximization of shareholders wealth. Different authors have given different theories related to non value maximizing motives. According to this theory poorly monitored managers will pursue mergers that will not create value maximization for the shareholder but they are of the view that this will increase the asset value of the company. They think that remuneration is linked with the size of the company, so in order to pursue their motive they initiate and do mergers. Michael Jensen (1986) hypothesizes that the mergers will use free cash flow to the process of merger that will have a negative NPV in order to expand the assets of the firm. So that they will derive greater remuneration from the firm because they are of the view that larger the firm larger will be their remuneration and they can also get personal benefits from the organization. Shleifer and Vishny (1989) purposed that the unmonitored managers try to pursue the projects that have negative NPV so as to increase the size of the firm in order to make them indispensible to the organization because they have the team that has expertise in managing the large organizations. 2.2.8 Hubris hypothesis of corporate takeover Richard Roll (1986) contends that some managers overestimates their qualities and pursue takeovers because they are of the belief that they have capabilities that can manage their takeover targets better than the people who are already managing that. 2.3 Value Maximization and Realistic Benefits of Mergers Numbers of theories are discussed regarding the benefits of MA. Some of theories and the important benefits that firms think that they are getting from MA are as follows. 2.3.1 Synergy Donald (2008) describes synergy as a simple phenomena that suggested that joining together of two companies can helped the organization in creating more share holders value than they have created while working separately. Synergy can be of two types. 2.3.2 Operating Synergy: (Economies of Scale and Scope) Economies of scale and economies of scope were both considered as the part of operating synergy that any organization had after mergers. Studies revealed that both these studies are important determinants in the creation of shareholders wealth (Houston, James and Ryangaert 2001). 2.3.3 Economies of Scale It can be defined as the spreading of the fixed expenses that any firm had over the manufacturing level. The expenses that were considered as scale in this case were the fixed cost in the form of rent, maintenance cost of machinery, depreciation of building, lease payments, interest expenses, and property taxes. that you have to pay, no matter how much production you have. So here the cost is decreased with every unit produced e.g. if fixed cost for producing one unit id  £2 and the firm is producing 1000 units per month. The cost decreased to  £1, half as it was in previous month, if the firm starts producing 2000 units per month in a month and so on (Donald 2008). 2.3.4 Economies of Scope This synergy is refers as by using specialized set of skills or assets that are already there for production related services and products. Like Honda already has infrastructure to produce engines, so they are using those infrastructure to produce items like lawn mowers, snow blowers apart from making engines for cars (Donald 2008). 2.3.5 Financial Synergy (Lowering cost of Capital) The financial synergies helps the organizations in the way that they can either creates higher cash flows or it can low the cost of the capital. Synergy is a stated motive in almost all the mergers and acquisition. Bide (1993) examined the motives of 77 mergers and acquisition in 1985 and 1986 and he stated that in one third of the takeovers synergy is the primary motive. 2.3.6 Diversification Diversification can be refers to the act of a company to buy a firm that was currently out of its previous main business. There were normally two reasons that encouraged firm to go for diversification. The first the acquiring company wants to take advantage of financial synergy that can help them in reducing their costs second being that with the help of diversification firms wants to enter the new product line or new product so as to spread its operation. If a firm is having slower growth rate it can increase its market share as well as increase and expands its market. Investor often perceived companies in unrelated business areas as riskier because it is difficult for top management and they are sometime reluctant and did not have enough financial resources to finance the golden opportunities available to them. (Morck, Shleifer and Vishny 1990). 2.3.7 Strategic Realignment The strategic realignment theory that firms engaged in the process of mergers and acquisitions because they think that this is the easiest way of getting used to of the external environments. Changes came from various sources but the change that is related to the regulatory environment and technological innovation is considered as the most. 2.3.8 Regulatory Changes In recent years companies, where deregulation occurred are seen to have more MA activities. This includes financial industry, healthcare, defense utilities, media telecommunication. There is proof which shows that the takeover activity is more in deregulated industries than that of regulated industry (Jensen 1993, Mitchell and Mulherin 1996, Mulherin and Brooke 2000). Deregulation helps in breaking down of the artificial barriers that exists in these companies. This can be evident by the facts that in now days ba