• Embed Doc
  • Readcast
  • Collections
  • CommentGo Back
Download
 
Consulting
Manuacturing in the M&A Crosshairs
Manuacturing operations oten become targets in M&Atransactions as the merging organizations strive to realize thecost savings that prompted the deal in the rst place. This may belinked to the signicant xed and variable costs o production.Direct material, labor, reight, and maintenance o property, plant,and equipment are areas in which merging companies oten aimto reduce costs, because doing so is usually seen as an importantmeasure o M&A eectiveness.Outsourcing manuacturing is one “out” or merging companies,oten cited as a vehicle to reduce costs, improve fexibility, andreduce time-to-market or new products. The resulting assetdivestiture can also generate unds or other initiatives, such asresearch and development and product innovation. Some companiesuse outsourcing as part o an overall business transormation.Companies involved in a merger may also nd that they have toomany plants or plants in the wrong locations. A common measureo the number o plants a company should manage is that thenumber o plants should be in proportion to long-term demandorecasts. Excess capacity can impact protability, because a highxed-to-variable cost ratio hurts per-unit prot margins. Poor plantlocation relative to customers or suppliers can also lead to increasedor unnecessary reight costs and production delays. As a result,outsourcing the manuacturing unction is oten considered as parto an evaluation o whether or not to reduce or relocate existingproduction acilities.
 Don’t sell that plant!
Guidelines for Assessing the ManufacturingFunction in an M&A Transaction
William Fink, Manager, Deloitte Consulting LLP and Timothy Vadney, Senior Manager,Deloitte Consulting LLP
Executive Summary
The recent surge o M&A activity in high-tech manuacturing
1
 has mirrored an increase in outsourcing deals to electronicmanuacturing service (EMS) providers in low-cost regionsin Asia, Eastern Europe, and Latin America.
2
Aggressive costreduction targets associated with M&A transactions can pressureexecutives to shed asset-heavy operations in a hurry.However, the quick x may not be the right solution or the longterm. The short-term cost savings associated with outsourcingmanuacturing may be more than overshadowed by the long-term strategic, organizational, and nancial implications odivesting assets. Instead, executives may be wise to give thesame level o due diligence to their decision to outsource asthey give to their decisions regarding the overall M&A dealstructure. When they consider an aggregate view o the costs ooutsourcing, a better answer may oten be to maintain some orall o the merged entities’ manuacturing assets.Through real-world examples, this paper posits that the“common sense” decision to divest manuacturing assets shouldactually give much more careul consideration to the trade-osand choices that may create lasting value.
1. Riddell, Lindsay, “Mergers and Acquisitions Keep Tech Moving,” Silicon Valley / San Jose Business Journal, February 8, 2008.2. “Wall Street on EMS vs. ODM market share and market segments,” Venture Outsource, http://www.ventureoutsource.com/contract-manuacturing/trends-observations/2008/wall-street-on-ems-vs-odm-market-share-and-market-segments.
 
2However, outsourcing manuacturing as part o post-mergerintegration isn’t consistently the better decision. Not only may it ailto deliver cost savings, but a poorly designed outsourcing modelcan also lead to organizational instability and loss o strategicadvantage. In some cases, it may even risk the overall viability o thebusiness.
Case 1: Create a manuacturing outsourcing strategy to matchcorporate business objectives.
A multibillion-dollar telecommunications inrastructuremanuacturer was acquired by a larger company that hadoutsourced its manuacturing to an electronic manuacturingservice (EMS) provider. Post-acquisition, the acquired companywas asked to perorm a detailed analysis o its current in-houseChinese, North American, and European manuacturing andsupply chain costs and determine i an outsourcing-ocusedmanuacturing strategy was a cost eective route or the newlyintegrated division.The process began by analyzing bill-o-materials (BOM) costestimates rom several EMS companies, long-term orecast unitdemand expectations, air and sea reight rates, and labor rates inChina, Mexico, and several locations in Eastern Europe, the UnitedStates, Italy, and France.Rather than simply going with the low-cost solution in China, themost eective manuacturing strategy or this company turned outto be a hybrid approach to managing production in each majorglobal region—North America, Asia, and Europe. Driving thisdecision were local content requirements in Western Europe, theinability o the company to pass along increased reight costs roma centralized, global China-based manuacturing organization,and supply chain risk concerns.As a result o the analysis, the company also decided to maintainin-house China manuacturing operations and implement a serieso global process-improvement and cost-reduction initiatives toimprove the protability and fexibility o its internal operations.European and North American manuacturing operations weretransitioned to contract manuacturers in those regions.
Lessons Learned and Effective Practices
This case illustrates what is missing rom many M&A deals: aserious consideration o the manuacturing strategy prior tomaking the outsource decision. Figure 1 outlines the criticalquestions a manuacturing strategy should address as part o apost-merger integration eort.
What type o manuacturing network is needed?
Themanuacturing network should be designed to serve the newcompany’s customers eectively while keeping costs in line withexpectations. Companies with high-volume, low-mix products andstable demand patterns stand the better chance o benetingrom a centralized, low-cost, country-ocused manuacturingnetwork. Companies producing low-volume, high-mix goods withvolatile demand patterns oten benet rom a hybrid approachwhere plants are located in both low-cost and higher-cost regionsdepending on product intellectual property content, degree olabor deployed in the manuacturing process, customer locations,and the ability o the company to pass along shipping costs toits customers.
How much capacity is required to meet market needs?
Excesscapacity can hamper long-term protability, but too little canconstrain growth. M&A deal-makers should determine capacityneeds based on expectations or market growth, productivity, andcustomer demand. One strategy is to maintain in-house regionalmanuacturing capabilities while contracting with suppliers andcontract manuacturers or fexible capacity in times o surgingdemand. Another strategy is to keep the technology-intensiveelement o the manuacturing value chain in-house, whileoutsourcing more labor-intensive activities such as assemblyand testing.
Should we make or buy manuacturing capacity? Where to locateplants?
The third and ourth considerations are intertwined. Thesedecisions should be made based on total landed cost estimates,risk considerations, and long-term demand patterns. When theseactors are taken into account, the answer is oten to maintainsome or all o the merged entities’ manuacturing assets.
Case 2: Create a valid business case prior to making theoutsourcing decision.
A multimillion-dollar telephone equipment company operatingunder an outsourced manuacturing model acquired a smallerwireless equipment company that manuactured its ownproducts. Beore the deal closed, executives made the decision tooutsource the acquired company’s products in order to maintain aconsistently outsourced operating model. This decision was made,however, without careul analysis o the acquired company’sproduct cost structure. Decision makers assumed that outsourcingto Asia would be less expensive than manuacturing in NorthAmerica.Ater the deal, the company worked with the preerred contractmanuacturer to develop a business case to measure the potentialshort- and long-term savings o outsourcing manuacturing versusin-house manuacturing. The analysis showed that while manydirect costs would be greatly reduced (e.g., wages, material),other indirect costs would only be partially reduced (e.g., IT, legal,acilities, insurance) under a ully outsourced operating model.Some other costs (e.g., travel) would actually increase. The totaloutsourced cost per unit was only marginally lower than the in-
Figure 1: Questions Addressed by an M&AManuacturing StrategyTo Outsource or Not? Three Examples.
To avoid these pitalls, companies should consider evaluating themanuacturing outsource/insource decision in detail. The ollowingthree case studies illustrate eective industry practices and lessonslearned in making the outsource/insource decision, and show howadopting these practices may help reduce risk and increase theoverall eectiveness o an M&A deal.
Where to locate plants?What type of manufacturingnetwork do we need?How much capacity isrequired to meet marketneeds?Should we make or buymanufacturing capacity?
Global
Regional
Domestic
Americas
Europe
Asia
Industry trends
Customerdemand
Competitors
Consolidate
Build
Outsource
 
Where to locate plants?What type of manufacturingnetwork do we need?How much capacity isrequired to meet marketneeds?Should we make or buymanufacturing capacity?
 
Where to locate plants?
What type of manufacturing
network do we need?
How much capacity isrequired to meet marketneeds?Should we make or buymanufacturing capacity?
 
house cost per unit, which did not justiy the large one-time costrequired to achieve the outsourced operating model.Although the business case did not entirely justiy the pre-dealdecision to outsource, the company chose to proceed or strategicreasons. It was able to use the nancial data rom the analysis tonegotiate a better deal with the preerred contract manuacturerand to improve the implementation o the outsourcing solution.
Lessons Learned and Effective Practices
While one could argue that this company’s decision was strategicand not nancially driven, an “outsource everything” modelshould not come at increased expense to stakeholders. In thiscase, the nancial analysis revealed that the signicant one-timecosts associated with outsourcing did not justiy the marginalongoing savings and should have been evaluated prior to strategydevelopment.An additional learning is that companies and their outsourcingvendors should jointly develop an in-depth business case. Do notunderestimate the value o both teams going through this exercisetogether. It acilitates a more ecient use o capital and can alsohelp leaders manage change more eectively in the acquiredcompany’s operations.This case also demonstrates why a phased approach to decisionmaking is preerred—a phased approach provides a morestructured ramework or using data to evaluate make vs. buydecisions beore the deal is done. Figure 2 outlines a phasedmethodology to navigate the maze o M&A manuacturingdecisions.1.
Confrm Strategy.
Dene the requirements or corporateor business unit level protability and the associatedmerger-driven synergies that support those goals. Existingmanuacturing capacities in both companies should then beevaluated.2.
Determine Future State Capacity Needs.
These capacityrequirements should be driven by evaluations o industrytrends, customer demand patterns, competitor actions, andproduct development planning. Expectations regarding uturemanuacturing technologies and their anticipated impact onproductivity should also be considered..
Analyze Make vs. Buy.
Once protability expectations, costreduction targets, and capacity requirements are dened, theteam should conduct a series o “make versus buy” analysesto determine whether to consolidate plants, invest in newacilities, or outsource existing ones. The total aggregate costo creating a product and delivering it to the customer shouldbe viewed as the most important component o these analyses.This exercise can help uncover hidden costs (particularly reightand EMS margins) that can be a deciding actor when makingthe decision to consolidate, expand, or outsource.4.
Execute.
Ater the team reaches a conclusion on the make-versus-buy decision, the execution phase begins. Activitiescan include selecting plants or consolidation, determininga greeneld site or a new acility, or choosing a contractmanuacturing company. Selection activities oten range romtwo to six months depending on the scale o the operationsinvolved. Executing the overall M&A manuacturing strategyoten takes between 12 and 24 months rom concept tocompletion.5.
Monitor.
Many companies would benet rom the adoption onew systems and processes to properly monitor the new stateo manuacturing. This may include a contract manuacturingscorecard, system touch-points with a new logistics supplier,and various process and inormation handos that were notrequired in the previous manuacturing environment.
Case 3: Evaluate an M&A manuacturing outsourcing decisionbased on an integrated process review.
A semiconductor test and measurement equipment corporationdecided to divest a major business unit. As part o this divestitureprocess, the new company determined it would outsourcemanuacturing and related activities.The equipment corporation eectively managed the hurdleshighlighted in the rst two cases provided herein, which includedthe integration o the manuacturing strategy with the corporatestrategy as well as the development o a business case in a phasedapproach. However, it encountered diculties when attemptingto isolate the manuacturing assembly outsourcing rom theoutsourcing o related processes.The newly divested company no longer had the inrastructure tosupport core activities related to global manuacturing, such asprototyping, new product introductions, logistics management,and trade compliance. The company evaluated each o theseprocesses, created an operating model to support them, anddetermined the extent to which each o these could be outsourcedto an existing contract manuacturing company or whether theyshould be retained in-house.
Figure 2: M&A Manuacturing Strategy Approach
 
Makevs. BuyAnalyses
 
DetermineFuture StateCapacity Needs
 
Follow
 
Through andMonitoOutsourceManufacturingOperations
 
Consolidate orBuild Capacity
 
ConfirmCorporateStrategy1
 
2
 
3
 
4a
 
4b
 
5
 
BuyMake
of 00

Leave a Comment

You must be to leave a comment.
Submit
Characters: ...
You must be to leave a comment.
Submit
Characters: ...