【文章內(nèi)容簡介】 5 0 % +Market Share Bought Percent Incidence of success Incidence of outright failure Acquisitions that increased market share substantially were consistently more successful. Sources: Porter (33 Large . Corps.。 Management Interviews) Bain MA 22 ( 0 .1 )0 . 00 . 1( 1 0 .0 % )( 5 .0 % )0 . 0 %5 . 0 %1 0 . 0 %Market Impact of Announced Transactions* Principles The stock market rewards panies that make related and/or focused acquisitions. Definition: Note: * Two weeks before pared to one week after announcement Source: Industry Literature Review, Bain Analysis Unrelated Related Focused ? Minimal cost overlap between acquirer and target ? Medium degree of cost overlap ? Target derives 70% of revenues from same business as acquirer ? Significant amount of activity and cost overlap between acquirer and target ? Target plements existing product line and adds to core petencies of acquirer Average Percent Price Increases Bain MA 23 Examples of Failures (1 of 2) Principles Industry Acquirer Target Transaction Value Acquisition Thesis Reason for Failure Entertainment Sony Matsushita Columbia MCA $ $ ? Own up stream contents for downstream hardware ?Inadequate due diligence –over valued synergies ?Strategically flawed and poor integration Finance Sears DeanWitter $ ? Build a onestop financial supermarket ?Inadequate due diligence –limited crosssell potential Consumer Goods Quaker Oats Snapple ?Inadequate due diligence –growth cycle not well understood –brand strength overestimated ? Leverage distribution channels $ Sources: Industry literature。 Bain Analysis. The MA landscape is littered with unsuccessful acquisitions which failed to adhere to the core guiding principles. Bain MA Amex Shearson $ 900MM ? Expand distribution capabilities ?Poor integration –culture clash 24 Examples of Failures (2 of 2) Principles Industry Acquirer Target Transaction Value Acquisition Thesis Reason for Failure Sources: Industry literature。 Bain Analysis. Retail Allied Federated Technology/ Telemunications ATT NCR $ ?Expand geographically ?Inadequate due diligence –overvalued potential synergies and brand value ?Technology/ telephony integration ?Strategically flawed –few synergies between puter hardware and telephony ?Poor integration $ ?New market entry Novell WordPerfect ?Poor integration –culture clash $ The MA landscape is littered with failures which failed to adhere to the core guiding principles. Bain MA 25 Principles Examples of Successful Acquisitions (1 of 2) Industry Acquirer Target Transaction Value Acquisition Thesis Reason for Success Wells Fargo Crocker $ ?Expand geographical reach and leverage backoffice ?Careful due diligence and integration – capture of synergies and cost savings Food Tyson Holly Farms $ ?Extend product line ?Good strategic fit and due diligence –capture of cost sharing potential Consumer Goods Cadbury Schweppes Dr. Pepper/ 7Up $ ?Expand geographic distribution ?Careful due diligence –increased scale and presence as a global player First Financial Management Financial Services First Data $ ?Obtain scale economies ?Wellmanaged integration –integration of credit card processing services of consumer and mercial sides Sources: Industry literature。 Bain Analysis However, many panies have created enormous value through successful acquisitions. Bain MA 26 Principles Examples of Successful Acquisitions (2 of 2) Industry Acquirer Target Transaction Value Acquisition Thesis Reason for Success High Technology Cisco Strata $ ? New technology ? Wellmanaged integration – close attention to culture match。 open munication of strategic vision Manufacturing Crown, Cork Seal Carnaud (French) $ ? Expand geographic reach and leverage product strengths ? Good strategic fit and due diligence – strong understanding of market dynamic to improve strategic position Transportation Union Pacific Chicago North Western Transportation Company $ ? Expand geographically ? Good strategic rationale – preemptive strategic move to maintain strategic position Sources: Industry literature。 Bain Analysis Healthcare Columbia HCA ? Build national healthcare group ? Good strategic fit and due diligence – capture of costsharing and scale economies $ However, many panies have created enormous value through successful acquisitions. Bain MA 27 Bain MA Agenda Introduction ? Trends in MA ? Guiding Principles for Successful MA ? Bain Approach ? Case Examples – screening – due diligence – sale ? Exercise on Synergy Calculation ? Typical Watchouts ? Key Takeaways 28 Bain Approach Key Activities Strategy Acquisition target screen Due diligence Target valuation Integration ? What sector or region? ?The best candidate based on attractiveness and availability ?The right price ? Getting full value Bid structure and negotiations Integration preplanning Bain39。s approach to acquisitions follows a series of key steps. ? Should an acquisition strategy be pursued? ? Validate screening assumptions Bain MA 29 Bain Approach MA Value Chain Objective: ? Identify potential candidates which present best fit in terms of: – relatedness – impact on market position ? Understand full strategic value of acquisition candidate ? Implement strategic vision for merger that gives direction and impetus for change ? Definitive actions and role definitions to speed integration process