Advances in Mergers and Acquisitions: Volume 3

Mergers and acquisitions have been part of the business landscape for decades, yet the challenge of making M&As work continues to be a work-in-process. It is remarkable that managers, Boards, and academics are still grappling with this issue in 2004, given the increasing attention directed toward solving the M&A puzzle among people in all three groups. But it is this very difficulty in getting our hands around M&As that make the collection of articles in this book so very timely.

In a study of merger-evoked cultural change in three organizations, quantitative and qualitative data were collected from individuals at all employment levels in both merger partners within each organization. Results were that most individuals perceived that the merger had impacted significantly on them personally. There was, however, a perceived lack of congruence between the organizational cultures of merging partners, resulting in culture clashes and significant changes to the organizations’ organizational cultures. More specifically, outcomes for both individuals and the subsequent acculturation following the mergers were related to the approach adopted to manage the merger process: incremental, immediate, or indifferent.

The volume of acquisitions involving privately held targets has far surpassed that of publicly traded firms in recent years; yet, surprisingly little research has examined private target acquisitions. By analyzing the unique features of the market for private targets, we compare the potential for value creation and value capture in private and public target acquisitions. We argue that the corporate context of private targets does not provide the same opportunities for curbing agency costs and sharing intangible resources than the context of public targets, which reduces the value creation potential for the buyer. On the other hand, private targets have lower bargaining power vis-à-vis acquirers because of higher failures in the market for corporate control of private firms and liquidity discount, which increases the value creation potential for the buyer. The net value creation potential of acquiring private targets, therefore, depends on the relative importance of their agency costs, resource sharing opportunities, and bargaining power.

Managing Executives occupy a pivotal role in the acquisition process. It is virtually inconceivable that major Merger and Acquisitions (M&As) could proceed without their personal sponsorship (Hayward & Hambrick, 1997). They are central to the negotiation and signing for such deals and it is these negotiations that raise questions over how the target company should be run post-acquisition, how it should be configured to fit within the newly expanded group and what sort of strategy may be appropriate for the future. Managing Executives embody their firm’s strategies and so are intimately connected with these issues of organisational fit and strategic rational. With negotiations focussed upon the future of their businesses and their personal places in corporate history, these contests can be very dramatic. The high stakes are evident in the substantial levels of acquired Managing Executive departure post-acquisition. Whilst we can observe that many acquired Managing Executives subsequently leave the enlarged firm, little evidence to date answers the question of why they have been retained or replaced?

Despite the recent slow down in overall activity, acquisitions continue to be a popular growth strategy used by firms competing in a globally competitive marketplace (Duck, Sirower & Dumas, 2002). At the same time, acquisitions are more of a complex phenomenon than ever in that the conditions under which they enhance or destroy firm value still remain unclear despite the wealth of acquisition studies in finance and management. In fact, recent studies by several major consulting and advisory services firms provide evidence that at a minimum one-third to one-half of these deals fail to achieve anticipated benefits, cost savings and other outcomes (KPMG, 1999; Mergerstat, 2000; PricewaterhouseCoopers, 2000). Even more alarming, the latest reports released by Booz Allen and Hamilton (2001) and BusinessWeek (Henry, 2002) indicate that this “failure” to deliver announced benefits and improvements in shareholder wealth increases to over 60% when examining large M&As which typically bring together two firms that not only compete in similar product or market domains but also have comparable size positions. Thus, the question lingers…What distinguishes those acquisitions that are successful in meeting intended goals and performance improvements from those that are not successful?

The media often portray business organizations as warring enemies who define their own success by the demise of their competitors. Executives sometimes use similar imagery to motivate their “troops.” What such images ignore are the strong interdependencies among business organizations and the degree to which cooperation results in mutual gains. Just as nations have discovered the benefits of economic cooperation, businesses have learned that success often depends on forming strategic alliances.

Most mergers and acquisitions fail to achieve their financial objectives (Buono & Bowditch, 1989; Cartwright & Cooper, 1996). For example, only 12% of a sample of mergers and acquisitions managed to accelerate their average revenue growth significantly over the three years after the companies came together (Bekier, Bogardus & Oldham, 2001). Yet there is no consensus as to the causes of this lack of success, which is surprising, particularly after the thousands of mergers that have occurred in the past and the acceleration in merger and acquisition activity up until recent times. The reasons given for failure often draw on a financial perspective, for example, that too high a price was paid by the aquisitor (Daniel & Metcalf, 2001). But such explanations may cover other, more useful, insights into how mistakes can be avoided in the future and how the chances of success can be enhanced.

This paper examines how differences in management styles impact the performance of cross-border acquisitions. Two principal findings are reported. First, the study focuses on the individual dimensions of management style and highlights the particular influence that differences in risk orientation exert on acquisition outcome. This result, although unexpected, is argued to be consistent with prior literature that places risk orientation in a central role within organisational behaviour. Second, the relationship between management style compatibility and cross-border acquisition performance is found to be contingent upon the level of organisational interaction imposed by the post-acquisition process. Implications are drawn for both researchers and practitioners.

Intangible assets and reputation play a considerable and complex role in acquisitions. Targets with better reputations are more attractive, yet may fetch a premium. Though the intangibles drive many transactions, the ability of an acquirer to leverage intangibles and reputation specifically after the transaction is more problematic. Two characteristics of reputation – mobility and transferability – are introduced to reflect the degree to which a target’s positive reputation may accrue to the buyer following an acquisition. Acquirer experience, hubris and cultural differences between acquirer and target may moderate the relationships between these characteristics of reputation and acquisition outcomes. Implications for practitioners are offered, including when acquiring firms should look for reputation capture vs. spillover, and when employee retention and internal communication should be the focus vs. integration and external communication.

“Corporate governance” refers to the top management process that manages and mediates value creation for, and value transference among, various corporate claimants (including the society-at-large), in a context that simultaneously ensures accountability toward these claimants (Sundaram, Bradley, Schipani & Walsh, 2000, p. 112).