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The learning outcomes of this study are as follows:1. Learn to analyze a hostile takeover bid from the perspectives of the acquirer, target firm’s management and a large institutional investor in the target firm.2. Review the structuring, financing, valuation, mode of consideration, legal and regulatory aspects of a hostile takeover.3. Understand the role of the target firm’s board in a hostile takeover transaction.4. Address “to sell or not to sell” dilemma of a large institutional investor in the target firm in the event of a tender offer given financial and non-financial considerations.

On June 14, 2019, Pulak Prasad, Founder and Chief Executive Officer (CEO) at Nalanda Capital, in consultation with other managing partners at Nalanda Capital, had to decide whether to tender a 10.6% equity holding in Mindtree Ltd. in an unsolicited open offer made by Larsen and Toubro (L&T) Ltd. Until then, Nalanda Capital, led by Prasad, had aligned with the Mindtree founders and had led a campaign to thwart L&T’s bid to acquire Mindtree; L&T’s offer to acquire 31% of Mindtree shares was because of open on June 17, 2019 and it is time for Prasad and the management team to take a reasoned call – whether to stay in Mindtree or to exit? Associated aspects included – What could be the consequences of not selling the stake? What could be L&T’s game plan? Could Mindtree continue to create wealth for its shareholders under L&T?

This case is appropriate for Mergers & Acquisitions and Strategic Financial Management courses in modules focused on structuring, financing and takeover defence techniques in a hostile takeover transaction. The case is appropriate for graduate MBA and EMBA programmes.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

Set in September 1992, this exercise provides teams of students the opportunity to negotiate terms of a merger between AT&T and McCaw Cellular. AT&T, one of the largest U.S. corporations, was the dominant competitor in long-distance telephone communications in the United States. McCaw was the largest competitor in the rapidly growing cellular-telephone communications industry. Prior to the negotiations, AT&T had no position in cellular communications. This case and its companion (F-1143) are designed to allow students to be assigned roles to play. The case may pursue some or all of the following teaching objectives: exercising valuation skills, practicing strategic analysis, exercising bargaining skills, and illustrating practical aspects of mergers and acquisitions.

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in 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.

On March 18, 2019, Yuvraj Mehta, head Corporate Brand Management & Communications (CBMC) at Larsen & Toubro (L&T), heard about negative media narratives against L&T, following a high-profile merger and acquisition (M&A) between the company and Mindtree. Some of the allegations against L&T were “hostile takeover” and “destruction of Mindtree's culture.” Mehta was faced with the issue of influencing all stakeholders; turning the tide and changing the narrative from hostile takeover to continuity, growth and profitability; and integrating Mindtree and its employees and culture into L&T. Compared to L&T's previous acquisitions, which were small, and other strategic initiatives, which were mostly organic, Mindtree acquisition was the largest (in value terms) in its history. It was also the most complex as Mindtree promoters aggressively resisted the acquisition, and L&T had to acquire a large number of shares through an open offer. Media speculations began in January 2019 when L&T, the engineering and construction giant, planned to acquire a majority stake in the young IT firm, Mindtree. Soon the reporting changed to aggressive media ranting. Time was at a premium. Mehta knew he would need to begin strategising almost immediately. How should he proceed? What should be his first move?

Illinois Superconductor Corp. a technology start-up, came up with an innovative new superconducting filter for use in cellular base stations. It needed to estimate the demand for its filters. The manager came up with a simple chain-ratio-based forecasting model that, while simple and intuitive, was too simplistic. The company had also commissioned a research firm to develop a model-based forecast. The model-based forecast used diffusion modeling, analogy-based forecasting, and conjoint analysis to create a forecast that incorporated customer preferences, diffusion effects, and competitive dynamics.

To use the data to generate a model-based forecast and to reconcile the model-based forecast with the manager's forecast. Requires sophisticated spreadsheet modeling and the application of advanced forecasting techniques.

The saga of Market Basket took place over a period of months during which a significant upheaval occurred in the long-successful business. The turmoil drew in a broad range of stakeholders. In a rare chain of events, non-unionized workers and managers engineered a change in senior management of the company. Their willingness to sacrifice their livelihoods in support of one person exemplifies the impact that can be made by a single, authentic, leader. This case draws upon secondary sources which provide insight into broad panoply of business and organizational behavior issues. The primary focus of the case, however, is leadership.

This case was developed using secondary sources and court documents that reported on the events that precipitated the problems at Market Basket as well as the strike and aftermath.

Management principles, organizational behavior. All undergraduate class levels would be appropriate.

This case exemplifies these three major theories in a real-life situation: stakeholder theory, corporate culture theory, organizational commitment.

Human resource development/management and change management, leadership, entrepreneurial development and indigenous innovation.

The case is suitable for final year undergraduate human resource development/management, change management, indigenous innovation, or specialist HRM Master's program (strategic HRM/HRD) students.

The case study highlights the challenges of managing change and growth in India's dynamic business process outsourcing sector. The choice of a small organisation brings to the fore the impact of the strategic decisions owners of capital place on managers as they address issues of sustained growth to support short-term expectations of shareholders. The case highlights India's indigenous approach to frugal innovation or jugaad (finding a creative and improvised work around); how a group of managers consistently reinvented the business model and human resource management practices to stay afloat and meet shareholder expectations.

Depending on the teaching programme and the emphasis of this case in the class, one or more of the following learning outcomes (LO) can be achieved from this case study. These LO have been developed using Bloom's taxonomy and they progressively move from simple to complex LO. Following the case analysis, students should be able to: discuss the key challenges faced by Transcribe and Tally (T&T); identify and analyse the various influences of internal and external factors on training provision; understand the importance of an external network of service provision and identify the key training and organisational capabilities; analyse the dynamic interactions between the various factors and training provision; analyse the relationship between T&T's competitive strategy and its strategic choices (make versus buy) towards investing in training; evaluate the role of training in developing organisational capabilities; and strategize a way forward for Roy Thakur.

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

T Education is a leading educational science and technology enterprise in China with technology-driven, talent intimacy and quality leadership as the core development objectives. Since its inception, it has been committed to creating better learning experience for children. As the predecessor of T-education, X-education was founded in Beijing in 2003. At first, it mainly provided after-school math counseling for school-age children. Over the past 10 years, its business has been expanding, covering almost every aspect of school-age education. This case studies accounting issues and business ethics challenges that firms may face when they transform from a single (traditional education) line of business to a multiple channel business.

Entrepreneurship.

The case could be taught in the core marketing course at the post graduate level while discussing the notion of positioning. The case could also be taken up in marketing strategy courses, where the linkage of the positioning to past and future customers and implementation challenges within the organization could be highlighted.

The case shows how the CEO of an entrepreneurial venture, Team Computers, was coping with the problem of creating a unique identity in the market. It tracks the evolution of an embryonic organization to an Indian rupees (INR) 2.3 billion organization with 1,500 employees and its competitive landscape. It also highlights that an organization could become quite big without a very well defined positioning in the mind of its consumers and even its employees, however such growth could not be sustainable. It highlights the key challenges for Team Computers with respect to defining its positioning platform. The biggest challenge for Team Computers was to arrive at an appropriate positioning within an increasingly competitive market place, a distinct image of the company was almost a pre-requisite to the vision of sustainable, profitable growth for the company. The problem was inherent in the condition prevailing in the industry, which had intense competition among the incumbent firms and a high degree of employee turnover which plagued the industry. The case focuses on the challenge of deciding on a positioning platform for the company, considering its checkered evolution and somewhat difficult to predict and plan future trajectory. The case provides enough evidence to evaluate the positioning options of the company, the criteria to finalize the positioning options. It also opens up the possibility to discuss changes in organizational structure required to implement the positioning. The case also opens up the debate about conditions under which democratic process might not be the best way to decide on positioning.

The following insights could be elucidated by the case: criteria for evaluating the positioning options for an organization; the need for a clear positioning platform to grow beyond a threshold level for a service based organization in a competitive landscape; and the possible need for organizational restructuring to be able to implement positioning in the market.

Teaching notes are available for faculty. Please consult your librarian for access.

In August 2005, an investment manager of a hedge fund is considering purchasing an equity interest in a start-up biotechnology firm, Arcadian Microarray Technologies, Inc. The asking price is $40 million for a 60 percent equity interest. Managers of the firm are optimistic about the firm's future performance; the investment manager is more conservative in his expectations. He calls on the help of an analyst with her firm to fashion a counterproposal to Arcadian's management. The tasks for the student are to apply the concept of terminal value, interpret completed analyses and data, and derive implications of different terminal-value assumptions in an effort to recommend a counterproposal. Very little numerical figure-work is required of the student.