Technovation, 18(8/9) (1998) 563-573

Pergamon 0 1998 Elsevier Science Ltd. All rights reserved

Printed in Great Britain
PII: SO166-4972(98)00029-7 0166-4972/98 $19.00 + 0.00

Integrating technolom into merger

and acquisition decision making
Andrew D. James *, Luke Georghiou and J. Stanley Metcalfe
PREST, University of Manchester, Oxford Road, Manchester, Ml3 9PL, UK

Abstract
Merger and acquisition (M&A) decisions tend to be dominated by financial
and business managers. However, given the growing importance of
technology and innovation to firm competitiveness and the on-going
importance of merger, acquisition and divestment activity, there are potential
gains to be made by acquirers from better integrating technology issues into
their M&A decision making. Not least it may help to avoid costly errors and
reduce the failure rate of M&As. More positively, it may help acquirers to
better realise value from the technological assets they acquire. Based on a
three year study of mergers and acquisitions involving some of the UK’s
leading companies, we consider some of the technology issues that are likely
to arise in the M&A process. We conclude by identifying four ways in which
managers might better integrate technology issues into M&A decision
making. 0 1998 Elsevier Science Ltd. All rights reserved

the involvement of technology managers tends to be

1. INTRODUCTION
Merger and acquisition (M&A) decisions tend to
be dominated by financial and business managers. To
an extent this may reflect the fact that, for all the talk
of “integrating technology into the business” and the
growing recognition of the importance of innovation
to firm competitiveness, when it comes to decisions
on major investments and the future direction of the
company, the technology function’s influence in
many companies remains rather limited. However,
there are often pragmatic reasons too. In particular:
technology is rarely the main motive for acquisition;
the nature of technology means that it is not easy to
evaluate; and, technologists are often poorly equipped
for the needs of pre-acquisition decision making, not
least because the skills of technology managers and
the evaluation tools they have to hand tend to be inad-
equate for pre-acquisition needs. As a consequence,
limited to the due diligence and post-acquisition man-
agement stages and, even here, those responsible for
technology may often be used as narrow technical
specialists rather than to provide an overview of tech-
nology strategy and management issues. This is
reflected in some of the well known texts on M&A
management which, in proportion to the importance
of technology and innovation to firm competitiveness,
devote surprisingly little space to an explicit consider-
ation of such issues (Salter and Weinhold, 1979; Wes-
ton et al., 1990; Haspeslagh and Jemison, 1991).
However, given the on-going importance of merger,
acquisition and divestment activity, there are potential
gains to be made from better integrating technology
issues into M&A decision making. Not least it may
help to avoid costly errors and reduce the failure of
rate of M&As. More positively, it may help acquirers
to better realise value from the technological assets
they acquire.

*To whom correspondence should be addressed. Many of the issues which we deal with in this paper

Vol. B NOS. 8/s

Tedmovatiom 563
arise because of the distinctive features of technology
and the way it is generated. By technology, we have
in mind a spectrum which at one end consists of the
established products and manufacturing processes of
the firm and at the other end the ability of the firm
to develop new knowledge. Both of these rest on the
skills of the individuals within the organisation and
the managerial and organisational processes that
structure their interactions both within the firm and
with its technological and market environment. Our
observations in this paper are based on a major three
year study of the management of technology in merg-
ers and acquisitions funded by the Engineering and
Physical Sciences Research Council. Our research
involved an extensive programme of interviews with
managers in a number of leading UK companies in
the chemicals, materials, electronics and utility sec-
tors to build up detailed case studies of a number of
acquisitions they conducted in the UK, Europe and
North America. The quotations in this paper are from
interviews with managers undertaken during the
course of the study.
This paper considers some of the issues that arise
in relation to technology management and acqui-
sitions and we draw conclusions as to how these tech-
nology issues can be better managed in M&A
decision making. In the next section we consider why
the integration of technology issues into M&A
decision making may be important and the challenges
that companies face in trying to do so. In Section 3,
we identify some of the technology issues that are
likely to arise in the M&A process. Section 4 focuses
on the integration of technology into pre-acquisition
decision making. Section 5 considers post-acquisition
technology issues. In Section 6, we conclude by dis-
cussing how companies might better integrate tech-
nology issues into their M&A decision making.
2. THE SIGNIFICANCE OF TECHNOLOGY ISSUES IN
MERGERS AND ACQUlSlTlONS
The active market for corporate control that, in
particular, characterises the US and UK economies
means that technology strategy is formulated in a
business environment where merger, acquisition and
divestment are a part of everyday business life. The
pervasive character of merger and acquisition activity
means that most technology managers are likely to be
directly or indirectly involved in merger and acqui-
sition management at some stage of their careers. Our
analysis of Office of National Statistics data on
merger, acquisition and divestment activity involving
UK owned companies illustrates this point. The top
100 UK-owned companies by R&D expenditure were
564 TedmovtionVol.l9Nos.9/9
involved in over 1150 acquisitions and divestments
worth over &95 billion in the five years between 1992
and 1996. Sectoral analysis shows that the sectors
most active in the market for corporate control by
value of acquisitions and divestments were pharma-
ceuticals, telecommunications, food manufacturing
and diversified industrial (which includes companies
such as Hanson Trust and BTR)‘.
In this environment, the management of acqui-
sitions and divestments may well be seen as a firm
competence’. We propose that a firm can develop a
competence at acquiring and divesting other busi-
nesses and that competence can confer competitive
advantage. The test of a competence in acquisition
management is whether the firm has the necessary
capabilities to sustain the co-ordinated deployment of
assets to conduct acquisitions and divestments in a
way that contributes to the firm’s strategic goals
(Sanchez et al., 1996). We see technology manage-
ment in merger, acquisition and divestment as an
aspect of a capability in acquisition management.
Capability can be defined as the ability to perform a
certain business activity. The capability to perform an
acquisition requires a certain combination of
resources, routines and organisation. Following Teece
and Pisano (1994), we can identify three types of
capabilities: those directed towards the conduct of the
organisation’s current activities; those related to the
growth of those activities through investments in pro-
ductive capability and market position; and, capabili-
ties in relation to the development of the firm’s activi-
ties, typically the introduction of new products and
processes, entry into new markets and the qualitative
change in a company’s resources and routines through
the introduction of new or better resources and rou-
tines. The latter capabilities are what Teece and Pis-
ano call “dynamic capabilities” and we see acqui-
sition management as falling into that category.
Trading in whole companies, or more typically
individual business units, provides a way to short-cir-
cuit the process of organic growth by giving immedi-
ate access to a productive or market position. In this
way, merger and acquisition may have a role to play
in the development of capabilities and competences
within the firm. There is a general perception in the
’In co-operation with the Office for National Statistics we have gener-
ated a new data set on merger, acquisition and divestment activity
involving the UK’s 100 largest companies by R&D expenditure.
(based on the 1997 R&D Scoreboard rankings). We are carrying out
a full statistical analysis of this data set which we expect to publish
shortly.
’ In discussing issues of competence and capability we have in mind
the work associated with, amongst others, Nelson and Winter (1982),
Hamel and Prahalad (1994) Teece and Pisano (1994), Montgomery
(1995), Sanchez et al. (1996) and Foss and Knudson (1996).
 Integrating technology into merger and acquisition decision making

literature on the capabilities view of the firm that may absorb management resource with adverse
valuable capabilities are neither tradable not imitable effects and, where acquisition is financed through
but must, instead, be built-up slowly over time debt, the costs of debt servicing may well force a
(Diercikx and Cool, 1989; Barney, 1991). However, reduction in expenditure on R&D, marketing, and
the point about acquisition and divestment is that they other aspects of the existing business (Hitt et al.,
enable capabilities to be traded. In this way, mergers 1990, 1991a, b, 1996).
and acquisitions are a device for overcoming barriers
to growth, in the acquirer, the acquired business or For companies, effective management of tech-
both. At the same time, an important function of nology in mergers and acquisitions can influence
acquisitions and divestments is to provide a route to acquisition success or failure and the impact of acqui-
dispose of those activities, that, for whatever reason, sition on the innovative capabilities of the firm. This
no longer fit the strategy of the relevant business. In can be important even where technology is not the
so doing they greatly reduce the danger of sinking main motive for the acquisition. In such cases, poten-
expenditures in essentially irrecoverable investments. tial acquisition benefits may include technological
Indeed it is just this factor which underpins the ven- synergies through additions to the stock of the firm’s
ture capital support of new business activities. Effec- knowledge and transfer of that knowledge within the
tive management of disposals therefore represents a new combination. This may be particularly significant
way of realising value from technological assets that if, as Kodama argues, technology fusion is increas-
no longer fit the strategy of the relevant business. ingly important and innovations require the bringing
together of different knowledge bases rooted in differ-
There are, of course, an immense range of parti- ent technological traditions (Kodama, 1991). In
cular motives for acquisition and divestment but it addition, there may be efficiency gains from the better
seems that in very few the main motive is access to targeting of resources and cost savings through econ-
technology per se (Kitching, 1967; Chakrabarti, omies of scale and scope. Such efficiency gains have
1990). However, this does not imply that technology been important drivers of merger and acquisition
is an unimportant dimension of the acquisition pro- activity in, for instance, the pharmaceutical and agro-
cess. Quite the contrary, for the management of tech- chemical sectors (Houlder, 1997). Effective manage-
nological assets during and after the acquisition pro- ment of technology in merger and acquisition can help
cess may be a major task for managers irrespective the acquirer realise value from the technological
of the motives for the acquisition. Fundamentally, assets that it acquires and minimise some of the risks
technology issues may have far reaching conse- associated with acquisition (see Table 1).
quences for future strategy and may directly affect the
competitive position of the acquired business and its
new parent. As Goodman and Lawless observe, such 3. TECHNOLOGY ISSUES IN ME ACQUlSlTlON PROCESS
decisions at the interface of technology and strategy
can span long time frames and may be difficult to Despite their potential importance, however, tech-
change once commitments are made (Goodman and nology issues are often relegated to an examination
Lawless, 1994). Indeed, the very fact that technology of fixed assets and patent portfolios in decision mak-
is rarely a major motive presents problems as it is ing on merger, acquisition and divestment. There are
often therefore overlooked in the decision making a number of reasons why this may be the case.
process.
Jemison and Sitkin (1986) identify activity seg-
The potential negative effects of acquisition on mentation in M&A decision making as one impedi-
innovation at the firm level are well known. Many ment to acquisition success. There may be good
acquisitions fail. Poor post-acquisition management reasons, they argue, why the complexity of the activi-
by the acquirer can destroy the very innovative poten- ties surrounding an acquisition and the traditional
tial of the target that it sought to acquire. Whilst atten- roles of the participants lead to task segmentation.
tion here has often focused on the potentially negative The various groups of analysts and specialists may
effect of the acquisition of small high technology have very different perspectives that are difficult to
companies, it may equally be the case when larger integrate. Equally, the only participants with conti-
firms are acquired. If Michael Hitt and his colleagues nuity across acquisition stages are typically the senior
are right, there are opportunity costs associated with managers of the acquirer and the target whilst the
acquisition which may undermine innovation within other groups move in and out of the process as
the acquirer by diverting resources away from the required. Segmentation of this kind, argue Jemison
needs of its existing businesses. The particular and Sitkin, produces conceptually and operationally
demands of the post-acquisition implementation stage different analyses and a disproportionate attention to

Vol. 18 Nos. 8/S 565

TedmovatIon
A.D. James et a/.
TABLE 1. The benefits of effective technology management in M&A
Value realisation
Real& the objectives of the acquisition in terms of technology acquisition,
technological synergies or efficiency gains
Maxim& synergies between existing technological assets and acquired
technological assets
Control cost base after acquisition by ensuring that acquisition does not lead to
the unnecessary duplication of technological assets
strategic fit over organisational fit thereby decreasing
the possibility of successful post-acquisition combi-
nation of the business. In addition, M&A decisions
are often taken in conditions of secrecy and the acqui-
sition team is likely to be under significant pressure
from senior management and shareholders. As Jemi-
son and Sitkin observe, such pressures mean that
rational decision making may give way to the “thrill
of the chase”. Such pressures mean that management
practice tends to emphasise “the deal” (see Macdon-
ald and James, 1998) and this, we propose, presents
problems for the integration of technology into the
decision making process.
There are good reasons to think, given these cir-
cumstances, that the nature of technology may make
it particularly difficult to integrate into M&A decision
making. Issues related to the innovation process are
characterised by uncertainty and rarely reducible to
simple analysis. There are some aspects of the target’s
technology that an acquirer can reasonably assess. It
may be relatively straightforward to come to a judge-
ment on fixed assets and patent portfolios and it may
be possible to assess the skills of technical staff
through their CVs and their standing in their pro-
fessional peer community. However, issues that are
at the heart of the innovative performance of a firm,
not least its intangible knowledge assets, may be
extremely difficult to evaluate. Acquisition of tech-
nology involves far more than the transfer of owner-
ship of physical assets and codified technical infor-
mation in that it brings together organisations with
distinctive capabilities, values and styles. The caus-
ally ambiguous, context-dependent and tacit nature of
capabilities and the routines that underpin them mean
that their evaluation is likely to be characterised by
uncertainty. As a consequence, the nature of tech-
nology does not sit comfortably with the pressures of
acquisition decision making to come up with quanti-
fiable answers.
The views of technology managers and the
weight given to them are a long way down the
line. The focus is finance. Only when the tech-
nology side can place a value on something is it
566 Teclmwatiom Vd. 18 Nos. 9/9
Risk minimisation
Ensure accurate identification and assessment of the technological assets of the
target
Avoid inaccurate valuation of the technological asSets of the target by making a
clear assesunent of the extent to which that value can be realised and enhanced
through acquisition
Identify any environmental liabilities associated with the acquisition
given weight. Technology managers deal too
much in “soft” issues where it’s difficult to
ascribe a value. (Senior technology manager, UK
Chemical Company).
The contribution of technical staff is likely to differ
depending upon the stage of the acquisition process.
Whilst, as we will go on to argue, it may be good
practice to integrate technology issue into each stage
of the acquisition process, we have found that in most
cases the role of technical staff is effectively limited
to the due diligence and post-acquisition implemen-
tation stages. In fact, they may well be expected to
manage the post-acquisition combination of the tech-
nological assets of acquirer and the acquired business
having had little input into the research and planning
of the acquisition and the design of the post-acqui-
sition management strategy. This may seem paradoxi-
cal given that some notion of gains from post-acqui-
sition technological synergies is often used as part of
the justification for acquisition. Indeed, an explicit
value is commonly ascribed to the assumed benefits
of such synergy by the acquirer in its own valuation.
Yet, given the challenges of integrating technology
issues into M&A decision making, such rationales are
often vague and incompletely thought through. In this
we concur with the observations of Foster and Kan-
trow (1988). The experience of one of our case study
companies is not uncommon.
Superficially it appears that there were - and
are - significant synergies. However, introduc-
ing a relatively high tech component into estab-
lished low tech companies was very difficult.
(Business development manager, UK Utility
Company).
The influence of technical staff will, of course, vary
depending on the size and motive for the acquisition.
In a relatively small technology-motivated acquisition
most of the stages may well be conducted by tech-
nology managers with limited input from other func-
tions. However, large acquisitions tend to be domi-
nated by financial and business managers even where
there is a substantial technology component. Where
non-technology motivations are the key drivers the
implications of technology may well be overlooked.
Finance-driven acquisitions may lead to cuts in
investment in technology and even the disposal of
potentially valuable technological assets to realise
shareholder value.
4. SEARCH AND VALUATION
The _ _task of identifying and valuing technology
owned by another company presents a range of chal-
lenges to the potential acquirer. A number of studies
have emphasised the importance of pre-acquisition
research and planning to acquisition success. Poorly
done, the pre-acquisition stage may lead to badly
priced and structured deals and a poorly conceived
post-acquisition management strategy (Haspeslagh
and Jemison, 1991; Smith and Jewell, 1996). Clearly,
the challenges facing a company in seeking to value
the technology of another company are somewhat dif-
ferent and more complex than in valuing its own tech-
nological effort. In particular: access to information
on the acquisition target is likely to be more restricted,
at least in the initial stages; the acquirer may wish to
ascribe a value to intangible assets such as R&D staff
and their tacit knowledge as well as tangible assets
and the actual returns to the target’s historic R&D
expenditure; and, acquisition rationales based on
notions of technological synergy between acquirer
and target may require a figure to be ascribed to fore-
cast streams of earnings from the new post-acqui-
sition combination.
In the search for an acquisition target, which may
well take place in conditions of considerable secrecy,
a potential acquirer will most likely have to depend
on publicly available information on target companies
such as annual reports, patent data, information on
new product launches, market research reports and
predicted future projects. These are very much “soft”
and partial measures of the value of a company’s
R&D and the size and complexity of the target is
likely to determine the quality of these secondary
sources. Nevertheless, useful data can be gathered.
You wouldn’t believe how bad companies are at
telling the world - it’s amazing what you can
learn from this information. (Technology man-
ager, UK Speciality Chemical Company).
In hostile take-overs this is likely to be all the
acquirer will have to go on. However, in most acqui-
sitions an acquirer is likely to rely heavily on the
additional information provided by the target at the
initial stage of negotiations and during the due dili-
gence stage. This may well include some “harder”
data which are proprietary to the company. However,
a company’s knowledge of the target is likely to vary
greatly depending on the particular acquisition - the
acquisition may be carried out with full and open dis-
cussion or in conditions of considerable secrecy.
Inevitably, as well, the seller will seek where possible
to present data that helps it realise the highest poten-
tial return on its asset sale. Asking the right questions
will determine the success of the due diligence pro-
cess.
Even more than in the valuation of its own R&D
effort, a company’s valuation of the R&D of a poten-
tial acquisition target is likely to involve a substantial
element of judgement. Valuations ascribed to the
“R&D benefits” of post-acquisition operational and
technological synergies often depend on assessing not
only the current R&D stock of the target and its his-
toric performance but generating forecasts on the
future flow of earnings expected to result from com-
bining the R&D efforts of the acquired business and
its new parent. Add to that the time pressures and
high uncertainty that characterise many acquisitions
and the scope for error can be high.
Whatever your forecasts you know they’re going
to be wrong. Some things will be better than you
think, some worse. (Acquisitions manager, UK
Chemical Company).
What can potential acquirer do to minimise such
errors? Firstly, they can draw on as wide a range of
secondary sources of information on the target’s
R&D performance as is practical within the time
available. This may involve looking not only at pat-
ents and other published sources but talking to the
target’s suppliers, users and customers for its products
and services, its ex-employees and the like. Secondly,
they can seek to ensure that R&D staff with appropri-
ate knowledge of the target and its technologies are
fully involved in the search and due diligence process
and that where such knowledge is not available within
the company external sources of expertise such as
technical consultants are used. Thirdly, they can seek
to ensure that they generate a valuation of the target’s
R&D that is conservative and reflects the degree of
uncertainty that normally exists and the challenges of
realising forecast technological synergies during the
critical post-acquisition management stage. The “thrill
of the chase” that may all too often influence the
behaviour of the inexperienced or unwary acquisition
team means that these things may, however, be more
easily said than done.
Tedmovation
vol.18Nos.8/9 567

5. ME POST-ACQUISITION PHASE
Underlying the traditional view of acquisitions is a
presumption that the combination of distinctive firm
styles and the transfer of technological knowledge by
change of ownership is possible, allowing pre-acqui-
sition valuations of the benefits of synergies and the
like to be realised during the post-acquisition
implementation stage. Yet there has been a growing
recognition of the importance of the post-acquisition
implementation stage in relation to acquisition suc-
cess in general (Datta, 199 1; Haspeslagh and Jemison,
1991) and to the innovative capacity of the acquired
business in particular (Chakrabarti and Souder, 1987;
Gamsey and Roberts, 1990; James, 1997; Macdonald
and James, 1998). The experience of one leading UK
utility company that we studied is not uncommon.
We came in and didn’t take charge. We had a
wonderful opportunity to develop new products
in a niche market and kick the company up the
backside. We seemed to think that it was clever
simply buying the company. (Senior technology
manager, UK Utility Company).
The task during the post-acquisition stage is to
realise value from the acquired technological assets.
There are a number of potential difficulties that may
have to be faced. Cultural and organisational differ-
ences between the acquired business and its new par-
ent may be important. An acquisition brings together
two organisations with distinctive identities, values
and views of the business world they inhabit. These
are likely to have been generated by very different
managerial and organisational processes and built-up
over time in response to the unique histories of those
organisations. Unless carefully managed, the scope
for misunderstanding may be great. A firm’s distinc-
tive identity, its way of operating and its approach to
business are unlikely to change easily or quickly after
acquisition and inertia and even conflict may, as a
consequence, characterise the implementation stage of
the acquisition process. That inertia may exhibit a
number of forms. Opposition to post-acquisition
changes in organisation may act as a barrier to the
realisation of efficiency gains. A “Not Invented Here”
attitude on the part of staff in relation to technology
that is new to their business may present an obstacle
to realising potential technological synergies.
All too often managers in the acquirer will lay the
blame for any such problems at the feet of the busi-
ness that they have acquired. This leads us to a dis-
cussion of another potential difficulty, namely the
common presumption on the part of the acquirer that
its management practices and technology are superior
568 Techovation VOI. 18 Nos. 8/g
to that of the business that it has acquired. Such hubris
may not only lead the acquirer to overlook opport-
unities for learning from the acquired business but it
may destroy the very innovative capacity that the
acquirer has sought to buy. If, as the capabilities
approach suggests, what the acquiring company is
buying is a bundle of routines and organisational and
managerial processes embodied in teams of people
then changing those routines after acquisition may
present dangers. Knowledge generating routines are
likely to be fragile. Linkages with external (and
indeed internal) sources of technological knowledge
may be informal and often specific to individuals.
Consequently the loss of key individual(s) during the
acquisition process may destroy such routines. The
importance of retaining key managerial and technical
personnel is emphasised by Chakrabarti (1990) who
found that the turnover of key managerial and techni-
cal personnel following acquisition can negatively
affect the performance of the acquired business.
Garnsey and Roberts (1990) suggest that, in the case
of acquisitions of small new technology firms by
larger firms, any attempts to redesign a newly
acquired unit to conform with existing corporate pat-
terns may create problems of staff retention and
undermine innovative capacity.
This analysis has a number of important impli-
cations. Crucially, acquisition may require significant
and often unforeseen changes on the part of the
acquirer. This is a major conclusion of our case study
work. All too often companies make the mistake of
not appreciating that an acquisition may require as
much, or indeed greater, change on their part as for
the acquired business. The acquirer may need to
develop new organisational structures, new manage-
ment processes and a new culture. This may take time
and considerable effort. Acquisition may represent a
significant growth in the company and its technologi-
cal assets. It may add new product lines, new manu-
facturing plants, new R&D centres and new techno-
logies. This may involve management of multi-site
R&D operations, management of differing organis-
ational cultures and technology management across
national borders. The scale of the organisational and
managerial changes required will depend on the size
and type of acquisition. Our case studies suggest that,
in many acquisitions, this process will not occur over-
night. Where companies have undertaken major inter-
national expansion the development of appropriate
organisational structures and company culture takes
time and effort and is an evolving process of trial and
error learning.
Such changes are often undertaken against a back-
ground of pressure on managers to realise rapid
returns on the acquisition investment. A climate of case of a large multi-business acquisition more than
patient partnership may well be needed to realise one of these approaches may be used simultaneously
value from the acquired technological assets and it by the new parent depending on the characteristics
may be desirable for an acquired business to be of the acquired businesses and the motives for the
treated as an investment which needs nurturing acquisition. Choice of approach depends upon the
(Chakrabarti and Souder, 1987). Nevertheless, press- motives of the acquirer (Table 2). What is the impor-
ure to obtain a quick return on the acquisition invest- tance to the acquirer of the technological assets of
ment, together with the presumption that the manage- the business it is acquiring? Is the acquirer seeking to
ment practices of the parent are superior, may lead to realise technological synergies? Is it seeking to realise
the imposition of new management practices with the efficiency gains? What are the relative technological
potentially negative consequences that we have noted. strengths of the firms? In cross-border acquisitions, is
the market to be treated as homogeneous or do cus-
There are a number of things that acquirer can do tomer requirements differ between countries? The
which may increase the likelihood of realising value situation may be dynamic and firms may find that they
from acquired technological assets. First, they can need to change their approach in response to new cir-
think beyond the deal to consider the implications of cumstances. For instance, whilst an autonomy
the acquisition for technology in both the acquirer and approach may be the most appropriate at first to nur-
the acquired business and the post-acquisition ture the acquired business and allow it to develop its
approach that can best realise value from the post- technological capabilities, a co-ordination approach
acquisition combination of their technological assets. may be more appropriate to the market exploitation
Second, they can be sensitive to firm differences and of that technology when it reaches the point of com-
the implications of those differences for the mercialisation.
implementation stage. Third, recognising the potential
implications of firm differences, they can plan the
transition phase. The objective of the transition phase
5.1 Conglomerate
should be to complete the transfer of ownership with Under the conglomerate management approach
a minimum of disruption to the business activities of there is little effort by the new parent to understand or
either the acquired business or its new parent. derive direct benefit from the acquired technological
Acquirers can: consider whether a gate-keeping func- assets. Instead, an approach similar to Goold and
tion would be appropriate to manage the transition Campbell’s Financial Control type is used (Goold and
phase; conduct a technology audit to assess what has Campbell, 1987). Business autonomy is high, the
been acquired and whether this differs from its pre- centre does not pretend to have a detailed knowledge
acquisition assessments; and, act to retain key staff. of each business’s products and markets and the plan-
Fourth, managers must accept that they, as well as ning process focuses on budgets, targets and short-
managers in the acquired business, may need to term pay-backs. The centre is most directly active in
change. Fifth, post-acquisition implementation does the management of acquisition and divestment deals
not happen by itself but must be actively managed. and the search for further acquisition targets. With
Left to themselves, managers in both the acquired regard to the companies it acquires, the centre does
business and its new parent are likely to continue to not attempt to manage technology directly to realise
operate as they did before acquisition. technological synergies or efficiency gains from the
change of ownership. Instead, through imposing tight
Don’t depend on good will to promote inte- financial controls, short pay-backs and active moni-
gration. You have got to have real pressure and toring, it seeks to realise value from the acquired tech-
management to make people do what is right for nological assets by increasing the pressure on the
the Group. Otherwise you’ll wait a long time for business unit to seek to more effectively exploit those
it to happen naturally and it might never happen. assets. The introduction of strict budget targets may
(Vice-President for Technology, UK Materials improve returns on technological assets. Altema-
Company). tively, some critics argue, it may lead to short-ter-
mism and reduced incentives to innovate. There is
Sixth, managers need to understand the range of
some case study evidence to suggest that, in certain
different means of realising value from acquired tech-
circumstances, this approach may provide the con-
nology. We have identified five main models.3 In the
ditions for successful technological development after
acquisition by freeing the acquired business of the
‘We note that others have also developed typologies of post-acqui-
sition management approaches. In particular, Haspeslagh and Jemi-
son’s distinction between Preservation, Absorption and Symbiotic inte- Jemison, 1991). However, our proposed models differ in that they
gration approaches has informed our thinking (Haspeslagh and focus primarily on the post-acquisition management of technology.

Tedmovation Vol. 18 Nos. 8/9 569

 A.D. James et a/.
TABLE 2. Approaches to post-acquisition technology
Approach
Technological assets and
capabilities of the acquired
business
Conglomerate + +
Autonomy +++
Co-ordination +++
Integration ++
Divestment + 0
+ , Low; + + , medium; + + +, high; 0, negligible.
unwelcome attentions of the corporate technology
function and its efforts to realise synergies
(Macdonald and James, 1998).
5.2 Autonomy
Under the autonomy approach, the acquirer places
considerable importance on the technological assets
and distinctive capabilities of the acquired business
and seeks to realise value through preserving those
distinctive capabilities after acquisition. We might
expect this to be an appropriate approach in cases
where the acquisition of technology is a principal
objective. For instance, where a large pharmaceutical
company acquires a small biotechnology company.
The autonomy approach assumes that attempts to
combine the distinctive capabilities of acquirer and
acquired may damage the innovative capacity of the
acquired business. Instead, it emphasises the preser-
vation of distinctive technological capabilities and
accepts the potential costs in terms of duplication of
technological assets and limited scope for technologi-
cal synergy. Under the autonomy approach, the
emphasis of post-acquisition management is to protect
the acquired business from the routines of its new par-
ent. The technology strategy of the acquired business
is set by the business itself which will determine pro-
ject definition and selection. Technical staff are likely
to be promoted within the acquired business only and
there will be little interaction with staff from R&D
centres in the new parent. Change in the routines and
capabilities of both acquirer and its acquired business
are likely to be limited. The advantage of this
approach for the acquirer is that it preserves the valu-
able and distinctive capabilities of the acquired busi-
ness. For the acquired business, it provides access to
complementary assets from the new parent (e.g. fin-
ancial resources and marketing and distribution
infrastructure). The new parent can act as a buffer,
protecting the acquired business from the need to
satisfy the shorter-term performance criteria applied
by the external capital market.
570 Tedmovation
Vol.18Nos. 8/S
management
Importance to the acquirer of Extent of technology
management by the acquirer
Technological synergies Efficiency gains
+ +
+ + +
+++ ff ++
+++ +++ +++
0 0
5.3 Co-ordination
Under the co-ordination approach, the acquirer
seeks to realise value through creating technological
synergies whilst preserving the distinctive character
of the acquirer and the acquired business. We might
expect this to be appropriate where both the acquired
business and its new parent have distinctive techno-
logical capabilities that can be combined to meet
particular market needs. Equally, it might be used
where local market needs differ and a localised tech-
nology function is required to adapt technology to
customer needs. The key management task is to pro-
mote technological synergy through the transfer of
technologies and skills across the organisational
boundary and this may require substantial and on-
going management resource. As a minimum, it is
likely to require the creation of new boundary-span-
ning organisational structures, processes and incen-
tives to promote relationship building. The technology
strategy of the acquired business will typically be set
through agreement between acquirer and acquired
business to collaborate on joint work in areas of mut-
ual interest. Technical staff are usually promoted
within the acquired business only but may be encour-
aged to interact with staff from other R&D centres to
promote co-ordination. Changes in the routines and
capabilities of both acquirer and acquired will be
necessary. However, these are likely to be limited to
areas related to technology transfer. In particular, new
routines may need to be created to manage the
relationship between the organisations and, where the
differences are great, a “technology broker” may need
to be appointed to span the boundary. The approach
may prove difficult to implement where the organis-
ations are very different and the acquired business
seeks to guard its autonomy.
5.4 Integration
Under the integration approach, the acquirer seeks
to realise value by generating efficiency gains and
technological synergies through rationalisation and technology issues into M&A decision making? Our
combination of the acquired technological assets. The focus here is on how a would-be acquirer can best
benefits of these technological synergies and prepare for an acquisition. We believe that this must
efficiency gains are assumed to outweigh the potential begin with a recognition on the part of the acquirer
costs of this approach in terms of any loss of distinc- that the management of acquisitions and divestments
tive capabilities. The key management tasks include: is a firm competence which can confer competitive
creating a single technology strategy and organisation advantage. Acquisition managers must understand
across the whole post-acquisition combination; ident- that in the active market for corporate control that
ifying the strengths and weaknesses of the technologi- characterises the US and UK economy this com-
cal assets and capabilities of each organisation; and, petence can be every bit as important as those com-
the rationalisation and combination of those assets to petences related to the internal innovation process.
maximise synergies. There is likely to be a single Equally, they must understand that the capability to
technology strategy across the whole company with manage technology in acquisitions and divestments is
project definition and selection agreed at the corporate an important aspect of that competence. Managers
level. “Centres of excellence” may be established must also recognise that acquisition may require sig-
with company-wide responsibility for a particular nificant changes on the part of the acquirer as well
technology. In a trans-national company, the location as the acquired organisation and that post-acquisition
of such a centre may be influenced by the strengths management may require considerable managerial
of the science base of a particular country and the resource commitments.
scope to tap in to localised sources of specialist
knowledge. Over time, mobility of technical staff We have identified four ways in which managers
between the acquired business and other R&D centres can foster a capability in acquisition technology man-
within the new parent may be encouraged as part of agement.
their career progression to aid the transfer of tacit
knowledge. Integration requires potentially large (1) Chief Executives must recognise that technology
changes in the routines and capabilities of both the managers need to be appropriately equipped if
acquired company and the acquirer as technological they are to better contribute to acquisition
assets are rationalised and new routines and culture decision making. Technology managers need to
are created. be trained in skills that go beyond technical
specialisms and project management to include
5.5 Divestment general management and strategy and must
develop appropriate tools, methodologies and,
There are circumstances, most particularly in large
processes for technology management in M&A.
multi-business acquisitions, where divestment may
well be an appropriate route to realising value from
(2) Acquisition managers must see those responsible
for technology in terms of the contribution that
acquired technological assets. In particular, this may
they can make to technology strategy rather than
be the case where part or all of the technological
merely narrow technical questions. The tech-
assets of the acquired business are seen as surplus to
nology function’s role ought to include thinking
the requirements of the new parent because of dupli-
about the future direction of the company and the
cation of technological assets or because the tech-
role of acquisitions and divestments within that.
nology or business does not fit the future strategy of
In addition, if acquisition and divestment are part
the company. Equally, a major acquisition may lead
of the company’s on-going strategy, then the
to the divestment of some of the acquirer’s own estab-
technology function should be involved in the
lished businesses. Divestment may take the form of
search process.
the sale of specific technological assets (perhaps the
(3) The acquisition team must recognise that tech-
sale of an R&D centre or its spin-off through a man-
nology issues arise throughout the acquisition
agement buy out) or through the sale of a whole busi-
process and it is therefore important to involve
ness. Divestment requires the accurate valuation of
technology managers at each stage. This may lead
the technological assets and the identification of a wil-
to more realistic valuation and post-acquisition
ling purchaser.
strategy planning. Many forecast “synergies” turn
on a view of the efficiency gains that may be
6. INTEGRATlNG TECHNOLOGY INTO MERGER AND realised from rationalising production and R&D
facilities and/or the technological synergies that
ACQUlW’lON DECISION MAKING may result from new combinations of knowledge,
What lessons can be learnt from our case study skills and expertise. Wider involvement of tech-
research that might help companies better integrate nology managers may make these assessments

Ted~novtiVol.I8 Nos.8/9 571

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Acknowledgements Management Journal 11, 29-47.
The research upon which this paper is based was Hitt, M. A., Hoskisson, R. E., Ireland, D. E. and Harri-
conducted under the Engineering and Physical son, J. S. (1991a) Effects of acquisitions on R&
Sciences Research Council’s Technology Manage- D inputs and outputs. Academy of Management
ment Initiative. We are grateful for their support and Journal 34, 693-706.
in particular the help and advice of John Cammell, Hitt, M. A., Hoskisson, R. E., Ireland, D. E. and Harri-
the programme co-ordinator. We are also grateful to son, J. S. (1991b) Are acquisitions a poison pill
our academic collaborators Professor Stuart Macdon- for innovation?. Academy of Management Execu-
ald and Dr Chris Cart-. Special thanks go to our indus- tive 5, 22-34.
trial collaborators without whom the study would not Hitt, M. A., Hoskisson, R. E., Johnson, R. A. and
have been possible. Needless to say, all errors, omis- Moesel, D. D. (1996) The market for corporate
sions and opinions are the responsibility of the control and firm innovation. Academy of Manage-
authors. ment Journal 39, 1084-l 119.
Houlder, V. (1997) Non-organic growth. Financial
Times, Survey: the chemicals industry, 25 Sep-
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573
Vd.l8Nos.8/9
Tedtnovatioit
Translations of abstracts
trois collaborateurs industriels dans trois secteurs
industriels differents. 0 1998 Elsevier Science Ltd.
All rights reserved
Gefahrenherde in komplexen Produktssystemen:
legenheiten, die beim Management von Innovation
tauchen
Abriss
Komplexe Produkte und Systeme (CPS) spielen
eine zunehmend wichtigere Rolle ftir die okono-
mischen Aktivitaten von Firmen, Industrien und
Nationen. Aufgrund von Veranderungen in Markten
und Technologien hat es in den letzten Jahren eine
Verschiebung in Richtung CPS gegeben, besonders
in fortgeschrittenen Industrienationen. Die Bedeutung
von CPS wurde jedoch erst vor kurzer Zeit erkannt
und systematisch untersucht. Diese Arbeit konzent-
riert sich auf Probleme oder “Gefahrenherde”, denen
Firmen bei der Entwicklung und Produktion von CPS
begegnen, und versucht, mehrere gemeinsame rote
Faden in sechs eingehenden Fallstudien zu finden, die
bei drei zusammenarbeitenden Firmen aus drei ver-
schiedenen Bereichen der Industrie durchgeftihrt
wurden. 0 1998 Elsevier Science Ltd. All rights
reserved
‘Puntos calientes’ en 10s sistemas de productos
plejos: temas emergentes en la gestion de la innova-
cion
Resumen
Los Productos y Sistemas Complejos (CPS)
tienen una importancia creciente en las actividades
economicas de las empresas, las industrias y las
naciones. Debido a 10s mercados y a las tecnologias
cambiantes, se ha visto una tendencia en 10s tiltimos
arias de acercamiento a 10s CPS, especialmente en las
naciones industrializadas avanzadas. Hate poco, sin
embargo, que se ha reconocido y que se investigue
sistematicamente la importancia de 10s CPS. Se
enfocan aqui 10s problemas o ‘puntos calientes’
experimentados por las empresas en el desarrollo y la
production de 10s CPS. Se intenta identificar varios
temas comunes que aparecen en seis cases de estudio
a fondo llevados a cabo en tres empresas colabora-
doras industriales abarcando tres sectores industriales
distintos. 0 1998 Elsevier Science Ltd. All rights
reserved
590 Vd. 18 Nos. 9-9
Tecknovatlon
Integrating technology into merger and
acquisition decision making
Andrew D. James, Luke Georghiou and J. Stan-
ley Metcalfe
Ange-
auf- Technovation, 18(8/9) (1998), 563-573
Comment integrer la technologie dans les prises de
decision sur les fusions et les rachats
RisumC
Les decisions sur les fusions et les rachats (M&
A) ont tendance a Ctre dominees par les directeurs
financiers et commerciaux. Cependant, avec d’une
part l’importance croissante de la technologie et de
l’innovation pour la competitivite des entreprises,
d’autre part l’importance continue des fusions, des
rachats et des cessions, les acheteurs Cventuels peuv-
ent realiser des gains importants avec une meilleure
integration des questions de technologie dans leurs
prises de decision en mat&e de fusions et de rachats.
En particulier, en les aidant a Cviter des erreurs
comeuses et en reduisant les taux d’echecs dans les
fusions et les rachats. De facon plus positive, cela
pourrait aider les acheteurs a optimiser la valeur
realisee dans le patrimoine technologique qu’ils acqu-
ierent. Sur la base d’une etude de trois ans sur des
fusions et des rachats interessant plusiers d’entre les
principales entreprises britanniques, nous examinons
com- certains questions technologiques susceptibles d’etre
soulevees dans le processus des fusions et des rachats.
Enfin, nous concluons en identifiant quatre fa$ons qui
permettent aux directeurs de mieux integrer les ques-
tions de technologie dans les prises de decision dans
les fusions et les rachats. 0 1998 Elsevier Science
Ltd. All rights reserved
Zur Integration von Technologie in die Entscheidungs-
fillung bei fusionen und Akquisitionen
Abriss
Entscheidungen zu Fusionen und Akquisitionen
(M&A) werden tiberwiegend von Finanz- und Ge-
schaftsmanagern dominiert. Angesichts der wach-
senden Bedeutung von Technologie und Innovation
fur die Wettbewerbsfahigkeit einer Firma und der
fortdauemden Bedeutung von Fusionen, Akquisi-
tionen und Ubertragungsvertragen gibt es jedoch
potentielle Vorteile fur die Kaufer, wenn sie Aspekte
der Technologie besser in ihre Entscheidung zu M&
A integrieren. Nicht zuletzt konnte dies helfen, teure
Fehler zu vermeiden und die Versagensrate von M&

A zu senken. Auf der positiven Seite konnte diese
Integration den Kaufem helfen, den Wet-t der
technologischen Aktivposten, die sie erwerben, besser
umzusetzen. Auf der Grundlage einer dreijahrigen
Studie zu Fusionen und Akquisitionen, an der einige
der ftihrenden Untemehmen im UK beteiligt waren,
betrachten wir einige der Technologieaspekte, die
wahrscheinlich im Verlauf von M&A auftauchen
werden. Zum AbschluB identifizieren wir vier Vor-
gehensweise, durch die Manager Technologieaspekte
besser in die Entscheidung tiber M&A integrieren
konnten. 0 1998 Elsevier Science Ltd. All rights
reserved
La integraci6n de la tecnologSa en el proceso decisive
relacionado con las fusiones y adquisiciones
Resumen
Las decisiones en cases de fusiones y adqui-
siciones (M&A) suelen ser dominadas por 10s ger-
entes financieros y comerciales. Sin embargo, dada la
creciente importancia de la tecnologia y la innovation
en lo que influyen en la competitividad de las empre-
sas y la importancia continua de las actividades de
fusiones, adquisiciones y desinversion, si 10s posibles
adquirientes lograran integrar mejor a 10s temas tec-
nologicos en sus procesos decisivos de M&A posible-
mente aumentarfan sus ganancias. Corn0 minim0 ayu-
daria a evitar errores costosos y a reducir la tasa de
fracas0 de las fusiones y adquisiciones (M&A).
Cuanto m&s puede ayudar a 10s adquirientes a realizar
un valor adicional de 10s bienes tecnologicos adquer-
idos. Se consideran aqui algunos de 10s temas tecnol-
ogicos que probablemente surjan en el proceso de M&
A, basado en un estudio de tres atios de las fusiones
y las adquisiciones involucrando a algunas de las mas
importantes empresas de1 Reino Unido. Se termina
identificando cuatro maneras en las que 10s gerentes
podrfan integrar mejor a 10s temas tecnologicos en el
proceso decisive de M&A. 0 1998 Elsevier Science
Ltd. All rights reserved
Abilities and competencies required,
particularly by small firms, to identify
and acquire new technology
Steve Woolgar, Paula Gomes, Janet Vaux, Jean-
Noel Ezingeard and Robert Grieve
Technovation, 18(8/9) (1998), 575-584
Translations of abstracts
Capa& et compitences requises, en particulier par
les petites entreprises, pour I’identification et la saisie
de technologies nouvelles
RBsumd
La presente communication rend compte des tra-
vaux de recherche, entrepris par une Cquipe
pluridisciplinaire de sptcialistes des sciences
humaines et d’ingtnieurs de fabrication, sur les pro-
blemes de longue date des transferts de technologie.
11se concentre, en particulier, sur le probleme de l’id-
entification et de la saisie de technologies nouvelles,
aupres des universitts, par les PME @ME). La recher-
the comprend une analyse du probleme sur le plan
des relations sociales entre universites et PME ainsi
qu’une tentative d’etude de faisabilite et de consti-
tution d’un site de banque de donnees technologiques
sur le Web (World Wide Web - WWW) que pourrai-
ent utiliser les PME. Sur la base de concepts decoul-
ant de travaux recents dans le domaine des sciences
sociales, relativement aux sciences et a la technologie,
on estime qu’un Clement-cl6 pour aborder ce pro-
bleme est de considerer les PME comme des utilisate-
urs non configures a la fois d’initiatives gouveme-
mentales et de politiques et de l’innovation
technologique. 0 1998 Elsevier Science Ltd. All
rights reserved
Notwendiie Rhigkeiten und Kompetenzen zur Identi-
fiiierung und zum Erwerb von neuer Technologie,
besonders fiir kleine Firmen
Abriss
In dieser Arbeit berichten wir ttber Forschung, die
von einem interdisziplinaren Team aus Sozialwissen-
schaftlem und Fertigungsingenieuren zum langjah-
rigen Problem des Technologietransfers durchgeftihrt
wurde. Wir konzentrieren uns insbesondere auf das
Problem, wie kleine und mittelgrolje Untemehmen
(SMEs) neue Technologien von Universitaten identi-
fizieren und erwerben. Diese Forschung umfal3 eine
Analyse des Problems im Hinblick auf die gesell-
schaftlichen Beziehungen zwischen Universitaten und
SMEs, und testet die Durchftihrbarkeit, einschliel3lich
Aufbau und Einrichtung, eines World Wide Web
(WWW) Sites mit einer technologischen Datenbank
fur den Gebrauch von SMEs. Anhand von Konzepten
aus neueren Arbeiten in sozialwissenschaftlichen Stu-
dien zu Wissenschaft und Technologie wird argu-
mentiert, dal3 der Schlttssel zur Bewaltigung des Prob-
lems darin besteht, die SMEs als nicht-konfigurierte
Benutzer von Regierungs- und Richtlinieninitiativen
und technologischer Innovation zu sehen. 0 1998
Elsevier Science Ltd. All rights reserved
Tedmovatiot~
Vol.
18Nos.N-9 591