Thursday, May 24, 2012


3. The factors influencing the success of takeovers and mergers

Takeovers and Mergers are common ways for company to expand. A merger is where the companies voluntarily join together to benefit from the possible advantages of working together, however a takeover is when one company will buy another company, this will be done by buying 51% or more of the company shares to gain control, this will usually be to use its expertise and assets in order to benefit their original company.  Some takeovers can fail, resulting in little or no benefits from having joined the companies together, however some takeovers/mergers can succeed to the extent or even more so than expected, leading to the company owners having great deal of profits. There are many aspects of the takeover/merger that need to be looked at to make sure that the takeover/merger goes well.

One aspect that needs to be looked at that can influence the success of the takeover is the differences in culture. Culture is the way in which a company operates, this can include things like organisational structure, rituals and routines and leadership styles. Each company will have their own culture, in some cases, when companies take-over/merge, it is hard to find a way in which their cultures can mix. One company that did this well was Tata, they took over Land Rover and Jaguar. Tata, took into account that there might be differences between their workers and the 16,000 workers that worked for Land Rover and Jaguar, and therefore made a carefully planned integration process.  One of the main things that Tata set out to do was to make sure they kept the companies as a British company, this is due to them believing that “Ownership is not about taking over a culture” and is more about setting challenging targets and making sure that the targets are met.  Less than three years Tata bought Land Rover and Jaguar for £1.1bn from Ford, it has boosted global sales by 26% to 244,000 vehicles.  This is exactly what the companies wanted and showed that the way in which they chose to integrate was an example to future takeovers. However if companies are to ignore cultural differences, as was the case with companies Daimler and Chrysler in 1998 then the takeover/merger may fail. Daimler was a German car making company which specialised in high prices luxury cars, whereas Chrysler was an American company known for its low priced cars.  However the difference in the companies wasn’t only through the products that they produced, it was also the fact that Daimler was known as an upmarket company whereas Chrysler was a ‘blue collar worker’ factory.  This created a difference in the workers, not only could they not speak the same language, being paid considerably different amounts, but Daimler workers also had a dislike for Chrysler works, they claimed they would never drive Chrysler cars, and they was unwilling to give car parts to Chrysler.  This meant that the merger was not having the benefits that they had hoped for and was said to have cost the owner of Daimler billions pounds between the time of the merger and 2007 when the companies separated, on top of the £650 million that it cost Daimler to pay off Chryslers debts before selling it to Cerberus.  Both of these examples show that it is important to take into account cultural differences and make sure that they are dealt with at the time of the takeover/merger, if workers do not get on with other workers or the companies do not find a adequate way to share assets the both companies can suffer and make huge losses, and lower the overall worth of the company.  The companies involved could try to resolve the differences by making sure they have honest and open communication between themselves and their workers. They could use Kotters 8 step model to create urgency for the change and allow every worker to know and understand why the change is needed. If everybody involved has the same aim from the takeover then it should run more smoothly and is more likely to be successful.

               
Another aspect that can influence the success or failure of a takeover/merger is how much preparation was done for the takeover/merger, and if the companies fully understand what will be involved in the takeover or merger. Due diligence must be undertook before a takeover or merger is carried out, to ensure that the companies have full understanding of what is to be expected. One company in which did this well was Kraft when they took over Cadbury.  Kraft carried out a lot of due diligence before the takeover and they also prepared themselves financially by saving some of the profit they made from Kraft so that they would be in a good position to make the offer to Cadbury when the time came. This meant that they didn’t have any cash flow problems during/just after the takeover and they also knew what to expect of Cadburys and knew all about its British background which also helped the companies to join together culturally. However an example of when a company failed to carry out adequate due diligence is when the Royal Bank Of Scotland (RBS) took over the Dutch bank ABN Amro.  The problems with this takeover started before the deal was even made, this is due to RBS having a bidding war with Barclays Bank, which lead to RBS offering 3 times the book value for the Dutch bank. The bidding war meant that RBS didn’t carry out due diligence to the right extent, (and the little that they did do became inadequate after the collapse of Northern Rock) RBS offered the money without any real planning, due to them not wanting to be out bid by Barclays. This lead to them having losses and making the bank takeover a failure.


In conclusion there are many factors that can have an effect of the success or failure of a business, if the companies were to ignore these factors then they are putting themselves at a high risk of failure.  A report by Coopers and Lybrand in 1993 shows that cultural differences is responsible for a large amount of 85% of takeover failures, and that lack of knowledge planning is present in 80% of cases. This demonstrates why some of the companies mentioned above have survived the takeover and are preforming well as a joint company, whereas some companies then went on to regret the takeover and sell off the company that they brought.  Therefore all companies that takeover or merge with another one is advised to be careful and to gain full knowledge about the other company before going ahead with the takeover. The must make sure that they have a strategic fit, which is making sure that the company in which the wish to buy suits their current business and that the new company doesn’t contain any aspects in which will be useless to them. They must also make sure that they do a cultural audit, this is recording all qualitative factors about the business such as workers opinions and rules/ unwritten norms of workplace interactions.  These will both either show that the businesses will work well together, or it will show potential problems in which can be solved by careful planning.

2. The problems of takeovers and mergers including difficulties integrating businesses successfully

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Takeovers and Mergers are common ways for company to expand. A merger is where the companies voluntarily join together to benefit from the possible advantages of working together, however a takeover is when one company will buy another company, this will be done by buying 51% or more of the company shares to gain control, this will usually be to use its expertise and assets in order to benefit their original company. However takeovers and mergers don’t always go successfully, sometimes there are small problems which can be easily solved, however there can also be more deep routed problems which may lead to business failure.  All companies participate in takeovers and mergers to seek the benefits that they believe they can get, however in every takeover/merger there can be a large time lag of the rewards, and in this time it can be unsure if the company will actually receive any benefits at all, or if it will be worse off.

One problem that a companies in involved in a takeover or merger might find they have is a culture clash. Culture is the way in which a company operates, this can include things like organisational structure, rituals and routines and leadership styles. Each company will have their own culture, in some cases, when companies take-over/merger, it is hard to find a way in which their cultures can mix. This was the case with companies Daimler and Chrysler when the merged in 1998. . The merger was supposed to a merger of equals and was to provide them with a worldwide combined sales around $130bn (£78.3bn).Daimler was a German car making company which specialised in high prices luxury cars, whereas Chrysler was an American company known for its low priced cars.  However the difference in the companies wasn’t only through the products that they produced, it was also the fact that Daimler was known as an upmarket company whereas Chrysler was a ‘blue collar worker’ factory.  This created a difference in the workers, not only could they not speak the same language, being paid considerably different amounts, but Daimler workers also had a dislike for Chrysler works, they claimed they would never drive Chrysler cars, and they was unwilling to give car parts to Chrysler.  This meant that even though directors of each company saw to eye to eye, the merger was not having the benefits that they had hoped for.  The failed merger was said to have cost the owner of Daimler billions pounds between the time of the merger and 2007 when the companies separated, on top of the £650 million that it cost Daimler to pay off Chryslers debts before selling it to Cerberus . However not all takeovers fail if there is a difference in the company cultures, it’s only if you neglect to look at how they differ and neglect to accommodate for this will mean the takeover will fail, When Tata took over Land Rover/Jaguar they took into account the cultural differences, and went on to make record making profits over the next few years, including a 1.1 billion pound profit in 2010.

Another problem that companies may face when taking over or merging with another company is that they aren’t prepared for the takeover or considered all factors of the takeover/merger. Due diligence must be undertook before a takeover or merger is carried out, to ensure that the companies have full understanding of what is to be expected before during and after the takeover. An example of when a company failed to carry out adequate due diligence is when the Royal Bank Of Scotland (RBS) took over the Dutch bank ABN Amro.  The problems with this takeover started before the deal was even made, this is due to RBS having a bidding war with Barclays Bank, which lead to RBS offering 3 times the book value for the Dutch bank, this became more of a problem when the UK started to enter an economic crisis, meaning that RBS was now paying more than they originally needed to for the Dutch bank, as well as having problems with money themselves. The bidding war meant that RBS didn’t carry out due diligence to the right extent, (and the little that they did do became inadequate after the collapse of Northern Rock) and RBS offered the money without any real planning, due to them not wanting to be out bid by Barclays. They didn’t do any more due diligence taking into account the external economy changes, this meant that when Northern Rock collapsed they was unable to cope with the takeover due to their poor planning.

In conclusion, poor planning and ignoring cultural differences are just two reasons in which a business takeover/merger might fail. A report by Coopers and Lybrand in 1993 shows that cultural differences is responsible for a large amount of 85% of takeover failures, and that lack of knowledge planning is present in 80% of cases. Many companies that have failed due to overlooking the importance of these factors. Not taking into account cultural differences, about how workers might feel being made to work with people that work very differently to what they are used to, this will mean that both sets of workers will want to work the way in which they are used to and not change their ways, creating a barrier between the two sets of workers. Companies could change this by applying Kotters 8 step change model, this allows the company to create a real urgency for the change, allows everyone to see the reason in which the change is important and makes sure that the change stays in the long term in every aspect of the company. Another aspect which could determine the success or failure of a takeover is the leadership style, if the leader can plan and determine the effects of change, whilst effectively managing all staff and operations in the company then the takeover should be a success. Whereas if the leadership cannot cope with all of the changes that happen during a takeover then the companies may suffer from the takeover plans.

Tuesday, May 1, 2012

6. The reasons why government might support or intervene in takeovers and mergers

Takeovers and Mergers are common ways for company to expand. A merger is where the companies voluntarily join together to benefit from the possible advantages of working together, however a takeover is when one company will buy another company, this will be done by buying 51% or more of the company shares to gain control, this will usually be to use its expertise and assets in order to benefit their original company. Governments can either support a takeover or intervene to stop it. If the government feel that the takeover will be good for/ have no effect on the market as a whole then it will let the companies join together, this is called a free market economy where all company has complete control over what they do and how much they charge. However if the government feel that the takeover will result in a market failure, then they will intervene to stop the companies from joining.

One reason that the company would support a takeover and not intervene is if the takeover would be to prevent the failure of a company, which has a large effect on the country. This is the case for the Lloyds who took over Halifax Bank Of Scotland (HBOS). HBOS was in trouble due to their debts of around 11 billion pounds and Lloyds took over the company for a final price of 12 billion, therefore saving HBOS from failure and minimising damage to the UK banking sector. Normally this deal would not have been allowed due to it now being a monopoly in the savings and mortgage markets, Lloyds banking Group now controls nearly a third of the UK market and half of the Scottish market. However, because the government wished to help maintain the stability of the banking sector they agreed to not intervene with the takeover and decided to use the ‘National Interest’ clause in the Competition law to allow the takeover to go ahead. If HBOS was to go into liquidation then this would mean high levels of unemployment, and reduced number of tax’s that the government are receiving. Reduced tax’s will mean that the government has less  money to use and the higher unemployment rates means they will need to pay out more money than they were previously to give benefits to people that have been made redundant. In addition to this HBOS lends money to small businesses and helps to increase competition in various markets, however if the bank was to go into liquidation then they would no longer be able lend money to small business in an attempt to help to country out of the recession. However by allowing the companies to merge, the government was taking on a risk of Lloyds abusing the monopoly power that they now have.  Lloyds now has a large share of the UK markets and they could abuse this power by setting mortgage repayment as higher than they were before the merge, and because of the lack of choice in the market, the customers will need to pay this price to get the mortgage that they want.

On the other hand, one reason that government might intervene with a takeover is to prevent a company from owning the majority of its relevant market, in case they were to abuse the power that the takeover would result in them having. An example of this is the News Corporations takeover bid of BskyB, which would mean that the joint companies would be in control of a large amount of the media sector. Previous negativity around News Corporation due to a phone hacking scandal means that the government had worries that they would misuse the dominance that they have over the media sector to suit the companies own needs, and this sparked the government to request that Ofcom  create a report analysing the potential takeover. Ofcom reported that after taking over BskyB News Corporation would reach 55% of news readers and could possibly use BskyB’s services for the good of News Corporation.  Rupert Murdoch the owner of News Corporation may use the power that he has to increase prices excessively, this will mean that he could gain a higher profit margin at the expense of the general public.  However if the government had allowed the takeover to go ahead, then it might have actually had an opposite effect. News corporation might have used the merge to lower prices and pass on this saving to the customers. They also could have used the money savings to increase innovation within the companies, this means that customers will be presented with new and innovative things in which would make the takeover worthwhile. 

In conclusion it is down to the government to decide if they will try to intervene with a takeover, this decision will be influenced by the possible positive and negative effects that the takeover will result in. Most take overs which involve small companies will not be seen as a big concern by the government, however it is the large companies which can have an effect on whole market that the government will take into consideration. They will need to weigh up each argument and decide which will have the most of effect on the economy, and if this effect will be a good one. They will base their opinion on what the companies as one will benefit the general public, if the companies are likely to abuse the power, by increasing prices excessively or making large redundancies, then this means the government will do everything in their power to stop the takeover from going ahead.  One of the main powers that the government can use to stop a takeover from going ahead is the competition commission, the competition commission will look into any mergers which the Office Of Fair Trading refers to them, they will investigate the merger and look to see if the merge will lessen the competition in that market, the only exceptions they will make is if merge will raise pubic interest issues, such as with Lloyd’s takeover of Hbos. However it is unsure whether the government will actually use their powers such as the competition commission to stop the takeover from happening, or if they simply use it as a preventative to try and deter large companies from joining together.  Most large companies might not attempt to join together on the basis that they presume they will be stopped, this means that the government has power over the company owners without having to actively intervene.

Saturday, March 31, 2012


5. The impact on and reaction of stakeholders to takeover and mergers

Takeovers and Mergers are common ways for company to expand. A merger is where the companies voluntarily join together to benefit from the possible advantages of working together, however a takeover is when one company will buy another company, this will be done by buying 51% or more of the company shares to gain control, this will usually be to use its expertise and assets in order to benefit their original company. Any type of takeover will effect stakeholders, stakeholders can be internal (shareholders, employees, managers) or external (suppliers, customers, the community and rivals). Whether they are internal or external they will have various opinions and feelings about a takeover. The extent as to which they are effected by the takeover will be different, for example employees might fear for their jobs, however customers will only be concerned about the quality of the products after the change of control.

A takeover or merger will have a direct impact on all employees in the sense that they might be made redundant, or even if they are kept working for the company they may face different working conditions.  An example of a takeover where employees were highly affected was Kraft’s takeover of Cadbury. Cadbury employed around 45,000 people in 60 countries including 5,600 members of staff at eight sites in the UK and Ireland. Before the takeover was completed Kraft agreed to keep open an underperforming factory in Somerdale, however once they had completed the purchase they immediately shut the factory, making all 400 employees redundant. This unexpected change of decision by Kraft left all other employees at the other factories fear that they may also lose their jobs.  In the next few months Kraft announced that it was to axe another 200 jobs in other factories through voluntary redundancy or redeployment. This meant that employees didn’t know if they had a future in the company, therefore their performance could have been affected in a negative way, by employees felt less motivated, taking more days off and having lower productivity. However this changed and employees started to feel less worried about losing their jobs when Kraft announced that they planned to spend £50m on the development of new products therefore creating 54 new jobs in the innovation labs. Employees started to feel that they jobs were safe due to the fact that Kraft was now taking on more workers instead of making more job cuts. However any workers that were made redundant gained large amounts of money of redundancy pay, this is due to that fact that Kraft was forced to pay each worker on their performance for the whole time they was working for Cadbury and not just the few months after Kraft took over. This means that they were given far more reasonable redundancy terms.

Shareholders are other types of stakeholders that can be affected by a takeover or merger. In the Kraft and Cadbury takeover the shareholders were not happy, Legal & General one of Cadbury’s biggest shareholders said they felt that the shares were worth more than what they was being sold for and that Kraft’s offer were underestimating the long term value of the company if the offers they gave.  Before the deal was made Felicity Loudon a distant family member of the Cadbury founders urge shareholders to reject Kraft’s 850p a share offer, the offer being made up off an offer for 840p for the share and a final dividend of 10p a share. This was due to her feeling that Kraft would not honour the way that Cadbury was previously being run and that is wouldn’t respect its British history.  However Cadburys chairman announced a recommendation that all shareholders accept the offer due to him thinking it was a fair price and that they are unlikely to gain a higher offer in the near future.  The offer that Kraft has was accepted with was an improved offer from the previously offered of 770p for each share, the previous offer was rejected straight away and described as derisory by Cadbury’s chairman.  However Cadbury shareholder should be happy by the dividend they received in 2009, the final dividend paid to them at the end of 2009 of 12.3p, added to the dividends received during the year meant that they had received a total dividend of 18p for the whole year, this was 10% more than they received the year before.

The government are external stakeholders who are affected by takeovers or mergers when it involves large companies.  Both Kraft and Cadbury’s are large companies therefore largely involving the government. Kraft has its biggest presence in North America, unlike Cadbury which is mainly in Europe. Therefore if Kraft was to choose to move Cadbury’s out of the UK, it would mean that the 5,600 people that are employed in 8 factories around England and Ireland would be made redundant.  Such a large amount of people being made redundant is a worry for the government because it means that the unemployment rate will be increased and more people will apply for unemployment benefits from the government, therefore taking money which could have been used by the government elsewhere. In addition to this Cadburys and its factories are currently generating a lot of tax for the government and without that tax the government will have less money to fund various projects such as funding schools and paying benefits out to people.  However Cadburys currently has 8 factories around the UK that are fully equipped and functioning in making Cadbury’s products, even though the workers are fairly low skilled and could be found elsewhere in the world, it would be an unnecessary cost for Kraft to move the factories in another country.

                In conclusion takeovers will affect a lot of people from within or outside of the actual businesses, however some people such as shareholders and employees will be more affected than others. In the Kraft/ Cadbury take over the different stakeholders mostly all had a negative feeling towards the takeover. Employees are worried about the potential loss of employment; shareholders of both companies are worried about receiving less money than if the companies were to stay separate, the government worried about national unemployment rates and customers worried about how the quality of the product would be affected.  After the takeover Kraft had to decide which of the stakeholders they wanted please the most, shareholders and employees both have high interest in the takeover, however shareholders have more power. Kraft decided that the shareholders were to be prioritised and they made more than 400 employees redundant in order for the Kraft shareholders to receive higher dividends and in order to pay back some of the debt that Kraft acquired whilst buying Cadbury’s. This means that the shareholders of Kraft are happy and they will be pleased with the outcome of the takeover. But on the other hand, this therefore means that all other employees will now be worried for their jobs and the government are now suffering due to Kraft’s decisions.

Thursday, March 29, 2012


1.     The motives for takeovers and mergers, and how these link with corporate strategies.



Takeovers and Mergers are common ways for company to expand. A merger is where the companies voluntarily join together to benefit from the possible advantages of working together, however a takeover is when one company will buy another company, this will be done by buying 51% or more of the company shares to gain control, this will usually be to use its expertise and assets in order to benefit their original company.  A company could expand internally through reinvesting their profit into the business by buying new assets or funding new research and development, however this can be slow to do and the company might not want to wait for the retained profits to become available.  The alternative to this is external expansion through takeovers, this is a much quicker way to expand which means that they can benefit straightaway, however it comes with a lot more risk. A company may need to take out loans to be able to raise the money for a takeover, which will mean that they have to take on the risk of being in high levels of debt, with the hope that the takeover will mean high revenue that they will be able to pay the debt off with.


One motive for a takeover is that it will give firms access to new markets.  One example of this is when Kraft took over Cadbury’s in 2010. Kraft made its highest level of sales in countries such as Brazil or Scandinavia selling cheese, and had no knowledge of the European or Indian confectionary markets in which Cadbury’s makes the majority of its revenue, Cadbury’s current annual sales is £240 million in India whereas Kraft makes hardly any sales in India at all. The takeover of Cadbury’s allowed them to have a market base already set up in Europe and India selling confectionary, and they was able to access the market research done by Cadbury’s.  This means that they didn’t have to take on the risk of entering a market that they had no knowledge about. Ansoff believed that entering a new market in which you had no knowledge was risky and might mean that you make large losses in profit, however the takeover allows them to use Cadburys research and minimise the risks.  If Kraft had expanded internally then it would have taken them much longer to gain the knowledge that they gathered from Cadbury’s and would have cost them a large amount of money. However they can now expand and start to sell Kraft’s original cheese products in Europe and India without spending thousands of pounds conducting their own market research. Expanding into other countries will mean that the company will grow, Kraft had aims for that they want to increase their revenue by 5%, and the main way in which they aim to do this is by expanding into other markets. Cadburys have large sales in India and Brazil which are both emerging companies, if Kraft was to use their knowledge about the companies and enter those markets then it provide potential for the future as the market grows, this consequently means that it is more likely that Kraft will meet their increased revenue target.  In addition to this being spread over a large range of countries will mean that you will have high levels of brand awareness and means that you can raise revenue and consequently profits. Profits that are made can go to shareholders or kept in the company to raise the worth of each share. However during the takeover Kraft will need to be sure that they are not making skilled personnel redundant, for example if they might make someone redundant that knows all of the key knowledge about the different markets. If this was to happen then they might have no benefits for entering new markets from the takeover at all, and they would find entering the new markets just as risky as they would have done if they grew internally.  Therefore they must be careful about which workers they make redundant if it becomes vital that some people must lose their jobs.


The second motive for a firm to take over another is that it allows the company to acquire new skills and expertise. Cadbury employs around 45,000 people in 60 countries all of which have valuable skills in confectionary making. Kraft is now able to use these workers to make products for them without searching for workers and training them to do their jobs from scratch. This will save Kraft from spending large amounts of money on recruitment and training costs, the money that is saved will now be able to be spent on further expansion or developing new products. One valuable skill that Kraft will be able to take from Cadburys is the expertise to make chewing gum. Cadbury’s currently had high chewing gum sales in Europe and Latin America, however Kraft has little knowledge about the manufacturing of chewing gum despite owning Trident. This means that Kraft would be able to use Cadbury’s knowledge about chewing gum manufacturing as well as being able to use Cadbury’s workers and factories to make the new products for Trident, sharing the workers and factories will mean that they can save costs and benefit from economies of scale. Throughout the whole of both company’s the takeover could save around £397 ($625) million a year in distribution, marketing and product development costs.  However this all depends on whether or not Kraft will use the knowledge and skills from Cadbury’s to its full potential.  Kraft do not create new products very often and therefore might not use an innovative ideas thought of by Cadbury’s employees. The employees that have the knowledge may also not work for the company after the takeover, this may be due to them not being happy about the takeover and leaving the company, or Kraft may have made them redundant when trying to reduce the amount of workers that are doing the same job.


Another motive for taking over another company is to increase their competitiveness. With both Cadbury’s and Kraft having high market share, the takeover will make them the world's No1 sweets and chocolate giant. This will consequently mean they can be highly competitive and be dominant over other companies. The benefits of being dominant include them being able to be the price leaders and set the price for their products that most other companies will follow. Companies will not challenge the Kraft about prices because they know that the takeover allows Kraft to lower costs and will mean that they would win any price wars. Kraft would most likely set a high price for their products, this is because it allows them to have higher profit margins from what the previously had. The additional profit that they will now gain can be used to reinvest or to pay out in dividends to shareholders.  The main competitor Kraft has is Mars, after taking over the chewing gum company Wrigley in 2008, the American brand was in control of 14% of the global confectionary market, meaning they are in direct competition with Kraft. The Kraft/Cadburys takeover will mean that they will have high brand recognition due to the publicity from the takeover and high sales with a predicted figure of $50 billion combined revenue. However Kraft might not have increased revenue and reduced costs straightaway, it all depends on the amount of time it takes for the companies to integrate and to start working efficiently as one. In the short term the takeover might mean that the company has low profits/dividends  and high costs, this might be due to them trying to pay back the money they used to buy Cadburys and high costs due to things such as redundancy costs and the costs of closing down any factories that are no longer needed.



In conclusion the main motive of a company takeover is the higher levels of profit this is because the revenue for both companies will be joined together, along with costs that can be minimised by the companies using joint resources such as only having one set of directors.  This consequently also means the owners of the original company will now have higher share worth and will be able to be paid more in dividends, which had previously been an aim for Kraft, to increase their earnings per share by 10% after the Cadbury’s takeover.  As well as the main motive there are a lot of other motives such as competitiveness and availability of new markets, which persuade companies to take over another because they wish to benefit from all of the possible profits. I believe the Kraft/Cadbury take over had been a success to some extent because they integrated together successfully and Kraft is now making sales in around 170 countries. However the long term effects of the integration is hard to judge and in the short term, the integration cost them $1.3 billion and reduced the earning per share by 33%, this is the complete opposite of their aims to increase earnings per share by 10%.




Friday, March 9, 2012