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Cipla-Medpro acquisition: the pre- and post-merger story.

The learning outcomes are as follows: to develop a deeper understanding of the pre- and post-merger factors that should be considered in an M&A transaction; to develop an appreciation of the human capital and organisation cultural aspects involved in cross-country M&A’s; to develop an understanding of the role of leaders and an integration team to make an M&A realise the intended value; and to develop a sensitivity for doing an M&A in a developing country like South Africa.

This case study creates opportunities for discussing both pre-merger and post-merger dynamics to create a sensitivity that multiple factors contribute to a successful merger and acquisition strategic move. It is intended for classroom discussion only and does not represent correct or incorrect handling of the situation.

The complexity is MBA level. This case is primarily focussed on M&A’s as part of a course in Strategic Management (MBA level) but can also be considered for a course on Strategic HRM.

Teaching Notes are available for educators only.

CSS: 11 Strategy.

The objective of writing this case study is to allow management students to engage with the complexities of mergers and acquisitions (M&As) in the insurance sector in an emerging economy like India. Upon completion of this case study, the students will be able to critically evaluate the business environment of the insurance sector of a developing economy like India, analyse the impact of M&As on the insurance industry of India, appraise the post-merger consequences and strategies to deal with these consequences, assess the applicability of market power and growth theories in the context of M&As and develop a strategic action plan for handling post-merger challenges.

On 3 September 2021, the Insurance Regulatory and Development Authority of India (IRDAI) approved the “Scheme” related to the merger of the non-life insurance division of Bharti AXA General Insurance Company Limited (“Bharti AXA”) with ICICI Lombard General Insurance Company Limited (“ICICI Lombard”). Earlier, on 21 August 2020, the boards of the companies had approved entering into definitive agreements through a scheme of arrangement. The merger received approvals from different regulatory bodies as mandated (Gandhi et al., 2023). Bhargav Dasgupta, managing director and Chief Executive Officer of ICICI Lombard, stated, “This is a landmark step in the journey of ICICI Lombard, and we are confident that this transaction would be value accretive for our shareholders” (FE Bureau, 2020). However, the merger posed a dilemma for Dasgupta and the management regarding crop insurance owing to its impact on profitability. Crop insurance historically had high claim ratios nearing 135% for ICICI Lombard for financial year 2018. The company ceased to underwrite this product from 2019 onwards (TNN, 2019). However, ICICI Lombard had to fulfil the three-year commitment made by Bharti AXA to the state governments of Maharashtra and Karnataka towards crop insurance. It was a scheme initiated by the Government of India, covering farmers against losses due to cyclonic rains, rainfall deficits and other unforeseen calamities. Dasgupta faced a challenge in managing the interests of the farmers and the company’s shareholders while balancing profitability, which had already been impacted by the COVID-19 pandemic. This case study delves into post-merger complexities in the financial sector non-life insurance industry in emerging countries like India.

This case study is suitable for undergraduate and post-graduate management students and executives from the insurance industry.

Teaching notes are available for educators only.

CSS 11: Strategy.

The case builds upon the theoretical literature in strategy and decision-making under uncertain, complex and ambiguous situations inherent in nascent industries (Eggers and Moeen, 2019). It also bases its analysis of the central decision in the case, the merger between Aphria Inc. and Tilray, on the pertinent literature on mergers and acquisitions (DePamphilis, 2015). DePamphilis (2015). Mergers, acquisitions, and other restructuring activities: An integrated approach to process, tools, cases, and solutions. 8th ed. Academic press, San Diego, CA. Eggers and Moeen (2019). Entry Strategy for Nascent Industries: Introduction to a Virtual Special Issue. Strategic Management Journal. 42 (2), pp. 1–15.

Assessing/reassessing sources of competitive advantage and recognizing how changes in policy and technologies and globalization can change industry dynamics. Identifying the challenges that companies face when developing strategy in nascent and emerging industries and the related (sub)sectors. Analyzing a merger and deciding if it is warranted, financially and strategically. Applying industry analysis to understand dynamic forces impacting an industry, the attractiveness of an industry and how industry structures affect a company’s strategy.

The global cannabis industry emerged after Canada, selected states in the US and some other countries across the world started to legalize recreational and/or medical cannabis. Similar to any industry in its nascent stages, the industry structure was undefined, product definitions and categories were unclear and competitive landscape was evolving. It was key for decision makers such as Irwin Simon, the CEO of Aphria Inc., to devise a strategy that would enable the firm to navigate the tides of the nascent industry. Simon had a background in consumer packaged goods industry and was a proponent of gaining market power through industry consolidation moves such as mergers and acquisitions. In 2020, encounters with Tilray’s CEO presented Simon with a merger opportunity with potentials for complementarities and cost savings. The challenge for Simon was to convince the Aphria’s shareholders that the potential gains from this move outweighs its challenges.

Strategy courses (undergraduate and graduate level) • During a session on nascent industry analysis, to illustrate how companies decide whether to enter a market, how to grow and position themselves. • During a session on mergers and acquisitions, to illustrate how a company can use such strategies to gain market power and pursue consolidation. International business courses (undergraduate and graduate level) • During a session on navigating the tides of an industry that is in its nascent stage, both at the individual country level and at the global level. Cannabis industry courses (undergraduate level) • During a session on the national and global prospects of the industry from an investment, entrepreneurial or policy-making perspective. • During a session on mergers and industry consolidation strategies.

January 27, 2005, was an extraordinary day for Gillette's James Kilts, the show-stopping turnaround expert known as the “Razor Boss of Boston.” Kilts, along with Proctor & Gamble chairman Alan Lafley, had just orchestrated a $57 billion acquisition of Gillette by P&G. The creation of the world's largest consumer products company would end Kilts's four-year tenure as CEO of Gillette and bring to a close Gillette's 104-year history as an independent corporate titan in the Boston area. The deal also capped a series of courtships between Gillette and other companies that had waxed and waned at various points throughout Kilts's stewardship of Gillette. But almost immediately after the transaction was announced, P&G and Gillette drew criticism from the media and the state of Massachusetts concerning the terms of the sale. Would this merger actually benefit shareholders, or was it principally a wealth creation vehicle for Kilts?

To understand the factors that persuaded shareholders of both P&G and Gillette to merge their companies, the valuation metrics involved in determining the merger consideration, compensation packages for key managers, and the politics (internal, local government, and regulatory) that impact major mergers.

This case presents the “best practices” of a highly successful post-merger integrator that grew from $400 million in 1997, to $1.5 billion in 2000, to $4 billion in 2002. The case focus is on the $4.0 billion IT sector of Northrop Grumman, a company confronting immense change in the rapidly consolidating defense business. This integration is unique in that the product is a complete melding of various companies, systems, leaderships, and cultures of 11 legacy organizations. Not only is the result an organization with a new identity, but also one with new strategic capabilities unavailable to any of the stand-alone legacy companies. A teaching note is available to registered faculty, along with video clips that include footage of weapons systems (e.g., B-2 bomber) and information about the company's PMI process.

In a typical strategy course, growth strategies like mergers and acquisitions (corporate strategy) are introduced in the second half of the course. To analyze the case, students will use strategies such as Porter’s five forces and resource-based view and will discuss why firms pursue mergers as a growth strategy, along with sources of synergies and risks in mergers. Finance theory used includes analyzing a given discounted cash flow analysis and perform a comparable multiples analysis to find the value of a merger target.

The industry and financial information in the case comes from publicly available sources, including company 10K reports, business press reports and publicly available industry reports. The information about Lockheed Martin’s strategy comes from interviews with Peter Clyne, former vice president for Lockheed Martin’s IS&GS division. He then held the same position for Leidos Holding Corp., after the IS&GS division was divested and incorporated into Leidos.

This case is an interdisciplinary case containing aspects of strategy and finance. Lockheed Martin made a strategic move in 2016, to divest its Information Systems & Global Strategies Division (IS&GS), which engaged in government consulting, primarily in the defense and aerospace industries. Lockheed wanted to reassess its decision to divest consulting, given the high growth rates expected in this business, particularly in cybersecurity consulting. On the other hand, if Lockheed decided to maintain its hardware focus, it wanted to expand its offerings. In addition to a strategy analysis, two possible target firms can be analyzed: Fortinet and Maxar.

This case raises a broad set of issues related to the evaluation of M&A transactions across two different industries and corporate strategy, as it relates to strategic fit of the potential targets and LM’s current capabilities. It is appropriate for the core course in strategy at the MBA or senior undergraduate level. It can also be assigned to specialized courses in Mergers and Acquisitions. It is not appropriate for a lower level strategy or finance course, as it requires students to have prior knowledge of basic finance valuation techniques.

Learning outcomes are as follows: to appreciate the people challenges imbedded in an acquisition; to assess and analyse the impact of an acquisition process; to propose appropriate strategies for managing an acquisition; to explore the advantages and disadvantages of mergers and acquisitions; to describe the main reasons for the failure of M&As.

Often mergers and acquisitions fail because of the inability to either manage or consider organisational and people management issues. It has also been acknowledged that during a process of extreme change or transition, such as a merger and acquisition (M&A), employees view the past as a time of safety and security with the future appearing as uncertain and confused. This teaching case study highlights these challenges and the change processes imbedded in an acquisition. The acquiring firm is Marshall Foods, a well-established branded continental distribution company with a strong emphasis on nutritional whole food products based in South Africa, and the target firm is Tru-Foods For You, a small Cape Town online company that sold natural and organic foods. The case study explores the challenges faced by the Tru-Foods For You owner and staff as a result of the acquisition process. The case describes the background to the acquisition, the processes during this phase and the resultant outcomes.

Business students who are studying at postgraduate or MBA level and executive short courses in strategy and change management.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 11: Strategy.

This case may be taught singly or used as a merger-negotiation exercise with “Chrysler Corporation: Negotiations between Daimler and Chrysler” (UVA-F-1240). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case may be taught singly or used as a merger-negotiation exercise with “Daimler-Benz A. G.: Negotiations between Daimler and Chrysler” (UVA-F-1241). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

Human Resources and Organizational Behavior – dealing with the HR issues in mergers and acquisitions (M&As).

MBA and other similar programs at the post-graduation level.

The current case deals with human resource (HR) issues in the merger of Kotak Mahindra Bank (KMB) and ING Vysya Bank (IVB). The case discusses various aspects of the merger process and focuses on the key challenges that firms face while integrating the employees of the merged entities. The case also highlights the steps taken by KMB to ensure that the merger process is smooth and employees are adequately motivated. The case also discusses the process adopted by the merged entity to efficiently integrate the employees.

The case can be a part of an organizational behavior course and a banking course. The current case allows students to make decisions while dealing with situations pertaining to employees’ integration in an M&A deal. The major expected learning outcomes of the current case include being able to: understand industry structure using the Indian banking industry as a case in point; identify the major challenges in any M&A deal; list down key HR issues in any merger activity; analyse strategies that can be adopted to deal with HR challenges; and construct a plan of action for integrating employees in a merged entity.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS: 6: Human Resource Management.