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MANAGING CHANGE IN THE ERA OF MERGERS AND ACQUISITIONS

Aditi Chauhan Aanchal Sharma Bhawna Mourya Deepika Aggarwal Divya Jangid Garima Dubey

MERGERS
• A merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals." Both companies' stocks are surrendered and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created.

• A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly - that is, when the target company does not want to be purchased - it is always regarded as an acquisition.

Varieties of Mergers
From the perspective of business structures, there is a whole host of different mergers. Here are a few types, distinguished by the relationship between the two companies that are merging: • Horizontal merger - Two companies that are in direct competition and share the same product lines and markets. Vertical merger - A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker. Market-extension merger - Two companies that sell the same products in different markets. Product-extension merger - Two companies selling different but related products in the same market. Conglomeration - Two companies that have no common business areas.

• • • •

As the name suggests. The tax terms are the same as those of a purchase merger. . Consolidation Mergers . a brand new company is formed and both companies are bought and combined under the new entity. this kind of merger occurs when one company purchases another.There are two types of mergers that are distinguished by how the merger is financed Purchase Mergers . the sale is taxable.With this merger. The purchase is made with cash or through the issue of some kind of debt instrument.

however. This is known as a reverse takeover. a smaller firm will acquire management control of a larger and/or longer-established company and retain the name of the latter for the post-acquisition combined entity. • It usually refers to a purchase of a smaller firm by a larger one.ACQUISITIONS • An acquisition is the purchase of one business or company by another company or other business entity. Sometimes. • Another type of acquisition is the reverse merger.[] . A reverse merger occurs when a privately held company (often one that has strong prospects and is eager to raise financing) buys a publicly listed shell company. a form of transaction that enables a private company to be publicly listed in a relatively short time frame. usually one with no business and limited assets.

thereby lowering the cost of the company relative to theoretically the same revenue stream. It also provides varied pool of resources of both the combining companies along with a larger share in the market. In a layman’s language. .Motives behind M & A • Economies of Scale: This generally refers to a method in which the average cost per unit is decreased through increased production. more is the bargaining power. wherein the resources can be exercised. thus increasing profit. more the products. This is possible only when the companies merge/ combine/ acquired. as the same can often obliterate duplicate departments or operation. since fixed costs are shared over an increased number of goods.

• Geographical or other diversification: this is designed to smooth the earning results of a company. which over the long term smoothens the stock price of the company giving conservative investors more confidence in investing in the company.e. this does not always deliver value to shareholders. However. wherein a sick company is bought by giants. .• Taxes : A profitable can buy a loss maker to use the target’s tax right off i.

• Corporate Synergy: Better use of complimentary resources. It may take the form of revenue enhancement (to generate more revenue than its two predecessor standalone companies would be able to generate) and cost savings (to reduce or eliminate expenses associated with running a business • Cross selling: For example. . while the broker can sign up the bank’ customers for brokerage account. a bank buying a stock broker could then sell its banking products to the stock brokers customers. Or. a manufacturer can acquire and sell complimentary products • Increased revenue /Increased Market Share: This motive assumes that the company will be absorbing the major competitor and thus increase its power (by capturing increased market share) to set prices.

• Improved market reach and industry visibility .Companies buy companies to reach new markets and grow revenues and earnings. reducing taxes etc. A merge may expand two companies' marketing and distribution. . Eg: Laying of employees. A merger can also improve a company's standing in the investment community: bigger firms often have an easier time raising capital than smaller ones.• Resource transfer: Resources are unevenly distributed across firms and interaction of target and acquiring firm resources can create value through either overcoming information asymmetry or by combining scarce resources. giving them new sales opportunities.

The process can be divided into some steps which are as follows…. .Mergers And Acquisition Process Process is probably the most important thing in mergers or acquisition deal as it influences the benefit and profitability of merger and acquisitions .

• In this assessment not only the current financial position of the company is examined but also the estimated future market value is considered. .STEP 1-PRELIMINARY ASSESSMENT OR BUSINESS VALUATION • In this first step the market value of the target company is assessed.

• Generally this proposal is given through issuing an non-binding offer document STEP 3.STEP 2 –PHASE OF PROPOSAL • After complete analysis of target firm’s market performance the proposal for merger or acquisition is given. • The target firm plans the right time for exit . which considers all the alternatives like full sale partial sale n others. .EXIT PLAN • When a company decides to buy out the target firm and the target firm agrees than latter involves in exit planning.

the purchase agreement is made in case of an acquisition deal. .STEP 4 – STRUCTURED MARKETING • After finalizing the exit plan. • In this step business firm concentrates on structuring the business deal STEP 5 – ORIGINATION OF PURCHASE AGREEMENT OR MERGER AGREEMENT • In this step. • In case of merger also the final agreement paper is generated in this stage.target firm involves in the marketing process and tries to achieve highest selling price.

. • It is ensured that the new joint company carries same rules and regulations through out the organization.STEP 6 – STAGE OF INTEGRATION • In this final stage. the two firms are integrated through mergers and acquisiton.

resentment and a drop in motivation. . • · Improper or incomplete alignment of employment terms. • · Retrenchment of employees causing panic and a loss in motivation. conditions and benefits leading to anger. This type of loss inevitably involves loss of business know-how that may be difficult to replace or can only be replaced at great cost. which could in turn also lead to a loss of productivity and a reduction in revenues.Mergers and Acquisitions – Need for changing strategies The organization need the strategies to mange the some of the difficulties at the time of mergers and acquisitions: • · Loss of skilled employees other than employees in leadership positions.

ambiguity or confusion that accompanies such transactions . • Unhappy customers and the eventual loss of customers. • Managing change in the highly complex world of M&As is not easy and research has found that so much as 70% of change initiatives are unsuccessful. The fact that the M&A process can sometimes takes as long as 3 to 5 years to be fully effected. • Build up of resistance to any future change initiatives. • Increase in costs could result if the proper management of change and the implementation of the M&A transaction are delayed. adds to the levels of uncertainty.• Rushed or improper population of new organisational structures.

For example a product that is popular among the customers may undergo a change in design based on the triggering factor like a competitive product from some other manufacturer . Changes in the organization or a project can be initiated from within the organization or externally. When we say managing change we mean to say that making changes in a planned and systemic fashion. With reference to the IT projects we can say the change in the versions of a project and managing these versions properly.CHANGE MANAGEMENT • Change management plays an important role in An organization since the task of managing change is not an easy one.

Change is based on redefining and reinterpreting existing norms and values. Power-Coercive • People are basically compliant and will generally do what they are told or can be made to do. Change is based on the communication of information and the proffering of incentives. • Normative-Reeducative People are social beings and will adhere to cultural norms and values. Change is based on building a new organization and gradually transferring people from the old one to the new one. . and developing commitments to new ones. Four Basic Change Management Strategies Environmental-Adaptive • People oppose loss and disruption but they adapt readily to new circumstances. Change is based on the exercise of authority and the imposition of sanctions.• Empirical-Rational People are rational and will follow their self-interest — once it is revealed to them.

Managing change at Mergers and Acquisitions . • A clear sense of mission or purpose is essential. You can't do anything about it from the outside. • "Build a team. The simpler the mission statement the better. but managing change isn't one of them. "Lone wolves" have their uses. "Kick ass in the marketplace" is a whole lot more meaningful than "Respond to market needs with a range of products and services that have been carefully designed and developed to compare so favorably in our customers' eyes with the products and services offered by our competitors that the majority of buying decisions will be made in our favor. On the other hand. the right kind of lone wolf makes an excellent temporary team leader.• The first thing to do is jump in.

• Set flexible priorities. Remember the hare and the tortoise. not adherence to prefigured routines. and then insist on the right to change your mind . please. You must have the ability to drop what you're doing and tend to something more important. You must have the ability to drop what you're doing and tend to something more important. calls for a configured response.• Maintain a flat organizational team structure and rely on minimal and informal reporting requirements. You'll need both. • Set flexible priorities.Shift to an actionfeedback model. Plan and act in short intervals. • Treat everything as a temporary measure. • Pick people with relevant skills and high energy levels. • Toss out the rulebook. Do your analysis on the fly. Don't "lock in" until the last minute. No lengthy up-front studies. by definition. Change.

Start and maintain an issues logbook. • Give the team members whatever they ask for — except authority. Nip it in the bud! • Concentrate dispersed knowledge. widely spaced. • Ask for volunteers. relax — they are. You'll be surprised at who shows up.. and easily hurdled. . if things look chaotic. If they start asking for authority. • Find a good "straw boss" or team leader and stay out of his or her way. You'll be pleasantly surprised by what they can do. Keep the communications barriers low. They'll generally ask only for what they really need in the way of resources. Let anyone go anywhere and talk to anyone about anything. that's a signal they're headed toward some kind of powerbased confrontation and that spells trouble. Initially.

. If the employees who have been laid off possess sufficient skills. there are bound to be lay offs. Under such circumstances. they may in fact benefit from the lay off.IMPACT OF MERGERS AND ACQUISITION: Impact Of Mergers And Acquisitions on workers or employees: The mergers and acquisitions impact the employees or the workers the most. But it is usually seen that the employees those who are laid off would not have played a significant role under the new organizational set up. These workers in turn would look for re employment and may have to be satisfied with a much lesser pay package than the previous one. the company would attempt to downsize the labor force. This accounts for their removal from the new organization set up. It is a well known fact that whenever there is a merger or an acquisition. it would require less number of people to perform the same task. In the event when a new resulting company is efficient business wise.

Under the new set up the manager may be asked to implement such policies or strategies. the migration to another company may not be troublesome at all. which may not be quite approved by him. There might be variations in the cultures of the two organizations. .Impact of mergers and acquisitions on top level management: Impact of mergers and acquisitions on top level management may actually involve a "clash of the egos". When such a situation arises. the main focus of the organization gets diverted and executives become busy either settling matters among themselves or moving on. If however. the manager is well equipped with a degree or has sufficient qualification.

Unless a man lives in a house he has recently bought. it is seen in majority of the cases that the acquiring company usually pays a little excess than it what should.IMPACTS OF MERGERS AND ACQUISITION ON SHAREHOLDERS: Shareholders of the acquired firm: The shareholders of the acquired company benefit the most. Buying a company at a higher price can actually prove to be beneficial for the local economy. So that the shareholders forgo their shares. which is prevailing in the market. the company has to offer an amount more then the actual price. . The reason being. he will not be able to know its drawbacks.

Shareholders of the acquiring firm: They are most affected. . these shareholders are harmed. by the same degree. the degree to which they were benefited. This can be attributed to debt load. which accompanies an acquisition. If we measure the benefits enjoyed by the shareholders of the acquired company in degrees.

2.Advantages And Disadvantages of Mergers & Acquisition ADVANTAGES 1. 6.Other businesses can bring new skills and specialist departments to the business.Economies of scale.It is easier to raise money if a larger business.Spreads risks if products different.Reduces competition if a rival is taken over 5. which means the business can often charge higher prices 3. 4. .Greater market share for horizontal integration. which reduces unit costs.

Merger allows the acquirer to avoid many of the costly and time-consuming aspects of asset purchases. . 9.A merger may be accomplished tax-free for both parties 8.7. such as the assignment of leases and bulk-sales notifications. despite the liquidity. Shareholders in acquired firm benefits substantially. 10.A merger of a privately held company into a publicly held company allows the target company shareholders to receive a public company's stock.

Clashes of culture between different types of businesses can occur.May be a conflict of objectives between different businesses.May need to make some workers redundant. 4. which leads to higher unit costs.DISADVANTAGES 1. reducing the effectiveness of the integration. especially at management levels – this may have an effect on motivation.Diseconomies of scale if business becomes too large. 2. 3. meaning decisions are more difficult to make and causing disruption in the running of the business .

LIVE EXAMPLE .

Hero Honda Sony Ericsson. the world's largest mobile communications network company recently acquired a 67% stake in Essar Hutchison (one of India's leading mobile phone network) The purpose of this acquisition was to enter the highly lucrative Indian mobile phone market. Examples of mergers. Example. GlaxoSmithKline .On the other hand Vodafone Group . Example-the world's largest retailer Wal-Mart entered into a joint venture with India's Bharti Enterprises to get a toe hold in the booming Indian retail market . no one company rules over the other. Acquisition: Acquisitions on the other hand refer to processes in which one company buys the other company. companies. In such a case. Joint Venture: Joint Venture is an approach in which two or more companies agree to pool their resources together to form a combined force in the marketplace.Merger: A merger refers to a process in which two companies become one by coming together.

product portfolio. Intel works with IBM and so on.Deciding Factors • 1. • Barriers to entry M&A are usually resorted to either for increasing scale or cutting costs and joint ventures are preferred to enter new markets or segments. strategic goals. • Mergers and joint ventures between companies have been proven to work efficiently if there is a high level of synergy between companies that come together.One of the fundamental reasons that companies engage in either M&A or an joint venture is to tackle competition in any market.Level of competition in the market. . and supply chain or logistic systems. Synergies can be in the corporate culture. a Sony works with Ericsson.Barrier to entry is high –joint venture. Barrier to entry is low-Merger &acquisition . Samsung works with Sony.

is equally owned by Ericsson and Sony. Sony Corporation and Ericsson began a joint venture to create a new company that incorporates their respective mobile phone businesses worldwide. CHALLENGES FACED BY SONY ERICSSIONDesign Technology Transfer – The initial stage of the alliance was also faced with challenges in the transfer of technology know-how. the new company is uniquely positioned to become a world leader in telecommunications. Sony Ericsson Mobile Communications.Example • In October 2001. Cultural Gaps • • . • By combining the complementary strengths of Ericsson and Sony. as the industry moves rapidly toward Mobile Internet. The new company. utilizing Ericsson’s leading expertise in telecommunications and Sony’s leading expertise in consumers electronics products.

Management of Change • Both Sony and Ericsson have different and at times conflicting organizational culture. . • The difference in managerial styles and accounting practices between Sony and Ericsson contributed to tension in the integration process. Sony being Japanese and Ericsson being Swedish. the management adopted a global thinking. Adoption of Global Thinking • Rather than focusing on the cultural backgrounds of its parent companies. • The goal for venture was to create synergies between the two companies. and become market leaders within their field of action .

BENEFITS .

the country’s largest private sector lender. .72) of BoR.600 crore compared with ICICI Bank’s Rs 99. BoR has a market capitalisation of Rs 1.Merger between BoR and icici bank Bank of Rajasthan (BoR) is set to merge with ICICI Bank. Under the deal. ICICI Bank would give 25 shares for 118 shares (1:4.000 crore.

traditional Visionary. growth potential. Continuous profits Rs 832 25 (1) future Business expansion north India. in . innovative and expanding 463 2209 Loss in December 2009 Rs 166.5.70 118 (4.72) Bank survives.2010) Share exchange ratio Merger benefit stronghold in western parts 18 countries Conservative. hunger for banking growth Struggling to survive Aggressive.MERGER MATRIX Factor Edge Business Operations Management BOR Stronghold in north India All India ICICI Business strategy Branches Financial Results Share price (24.

Under the joint venture Hero Group could not export to international markets (except Sri Lanka) and the termination would mean that Hero Group can now export.Why mergers are breaked. .

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