Beruflich Dokumente
Kultur Dokumente
PRELUDE
Total value of M&A (mergers & acquisitions) deals in 2015 passed US$ 5 trillion!
Among them shown in the following exhibit, Pfizers tax inversion-driven offshore
takeovers included the failed AstraZenecca and later the successful Allergan buyout for
US$ 160 billion. Before being ready for the buyout deal launched by Pfizer, Allergan
sold off its generic drug division to Teva for restructuring its global portfolios of drugs
and patents
Corporate restructuring may be undertaken alone (e.g., eBays spinoff of PayPal, or
Googles organizational restructuring into Alphabet Holdings), or can lay the
groundwork for follow-on M&A, leveraged buyout (LBO) (e.g., Dow Chemical merged
with Du Pont). The strategic roles of the private equity fund and hedge fund become
more important for facilitating either restructuring and M&A. To start a career in
investment banking, consulting services, buyout specialists, you need to get familiar with
domain knowledge and to keep abreast of contemporary global M&A and restructuring
events. This pedagogical vision motivated this course.
2/14/2016
COURSE OBJECTIVES
The purpose of this course is to teach relevant domain knowledge of the acquiring
firms for pursuing synergistic or undervalued targets worldwide. Before or after M&A,
asset restructuring can be a must to achieve strategic renewal and organizational
reinvention for legitimacy and profitability. In addition, effective integration of
merged firms and then restructuring non-core assets also contribute to the
success of post-merger growth and operations.
The reasons could be to secure international supply chains of key raw materials, to get
access to large overseas markets, and to reduce competitive threat arising from global
marketplace. We are interested in the motives, planning, decision-making, valuation,
and negotiation of such transnational equity transactions. Moreover, many developedcountry firms have suffered lost market share or innovativeness abroad and
domestically, which opens the strategic window of equity-linked restructuring modes
with emerging-market counterparts.
2/14/2016
In addition, M&As have been used by global players to restructure and even strengthen
their global deployments of resources, capabilities, talents. We are going to study several
latest cases in achieving these strategic objectives e.g., Lenovo acquired Motorola from
Google to strength its patent portfolio and brand equity in mobile devices in 2014, then to
restructure its global supply chain in 2015.
The types of global M&As include stock-based merge, cash-based acquisition, and LBO.
Once completed, cross-border takeover deals need to get approval from the regulators of
both home and host countries. In addition, the acquiring firm entails ownership
rearrangement, asset revitalization, employee redeployment, organizational transformation,
and resource integration. Those restructuring efforts are critical for enhancing economic,
accounting, and social value.
2/14/2016
2/14/2016
COURSE FORMAT
3.1 Pre-requisites & Expectations
This is an inter-disciplinary course that lays its groundwork from strategic
management, international business, corporate finance, and organizational
theory. Thus, basic knowledge in these subjects (or equivalent), though
NOT regarded as pre-requisites, contribute to effective learning.
2/14/2016
will be guided by a set of four (4) related questions. You and team
members need to develop your arguments that can answer these
questions, backed up by the concepts, models, and frameworks
learned from the class lecture, textbook, and class readings. The
instructor will further provide relevant contextual information about
each case in class, in an attempt to generalize firm-specific arguments
made by each group.
3.3 Learning Thru A SURELY-WORKING Case Study Process
One mainstream pedagogical approach in current B-school classroom
learning is the case-study approach. The instructor draws on his 23-year
B-school teaching & real-world consulting experience, which leads to a
Surely-Work case-study innovation. To work surly, the case analysis
that students learned should be applicable to a variety of business setting.
During the semester, we are going to study the following ten (10) sets of
short-case materials:
1. Case on PC/Smartphone M&A and Restructuring Lenovo:
Strategic Renewal for Global Supply Chains from Motorola Buyout
(2014)( revised in 2015)
Discussion Questions:
(1) Why did Google sell off its hardware assets of Motorola? Do you
think that this selloff is a strategic mistake on the Google side?
Stake out your claims.
(2) After acquiring Motorola, Lenovos revenue and operating margin
from the sales of mobile devices seemed to be short-lived only for
Q4 2014. Explain possible reasons and Lenovos strategic
responses.
(3) Comment on the evolution of Lenovos hybrid supply-chain
strategy. What problems have occurred on the efficiency of the
firms supply chain after a series of acquisition? Moreover, can
these problems be fixed after adding the manufacturing capacities
of Motorolas supply chain?
2/14/2016
(4) One year after the Motorolo buyout, to what extent Lenovo has
achieved synergies to attract and retain overseas customers, and to
do both explorative and exploitative learning for strengthening its
global supply chain?
Discussion Questions:
(1) The motives of Facebook to acquire WhatsApp and Instagram
could be different, which were driven by levels of competition
and types of business models. Comment on the problems that
might occur in the post-buyout integration processes for these two
deals.
(2) Describe the business models of Facebook and WhatsApp,
respectively. What are the revenue sources of Facebook? Give the
reason why WhatsApp is an attractive target, from the standpoint
of Facebook.
(4) What are the scale and scope of synergistic gains from either of
the deals? Do you see any potential conflicts resulting from the
post-acquisition organizational integration?
2/14/2016
Discussion Questions:
(1) What has driven the acquisition of Receptos? Is the deal structure
fair for shareholders of both Celgene and Receptos?
(2) How valuable is Celgenes R&D partnerships? To what extent such
inter-firm collaboration may affect the valuation of a biotech firm?
(3) Describe the business model and risk management of Celgene.
Will the Receptoss buyout spell a trouble for Celgenes
blockbuster product business model?
Discussion Questions:
(1) What drives the spinoff decision on eBays Star PayPal?
Whether or not restructuring will make eBay and PayPal as
independent entities, more competitive?
(2) Do you agree on the extent to which spinoff of the fastest growing
business will not distract innovation and execution in eBays C2C
eCommerce core business?
(3) After being spun off, can PayPal maintain its leadership in digital
payment services as a whole, while become more competitive in
mobile payment landscape, why or why not? Stake out your claims.
(4) Assess the likelihood that eBay and spun-off PayPal can create
sustainable value for both firms shareholders over time.
2/14/2016
Discussion Questions:
(1) How significant are acquisitions in Salesforce.coms revenue
growth and competitive advantage in the global cloud-based
services marketplace?
(2) What is the strategic importance of the ExactTarget acquisition?
Can ExactTargets sophisticated marketing automation capabilities
justify the US$ 2.5 billion tag price? Elaborate on the strategic and
organizational fitness of ExactTarget with Salesforce.com.
(3) Why could the buyout of RelateIQ in July 2014 boost
Salesforce.coms presence in the big data market? Also, clarify
the potential strategic benefits and organizational challenges
underlying the partnership between Salesforce.com and Microsoft.
(4) The increased adoption of social, mobile, analytics and cloud (or
SMAC) is rapidly changing the IT environment. Comment on the
relevance of enhanced cloud adoption to the growth of
Salesforce.coms CRM core business, especially after integrating
with acquired SMAC targets in the past.
2/14/2016
Discussion Questions:
(1) Discuss the roles of private equity firms
such as KKR Group in global leveraged
buyout, for both pros and cons.
(2) Why does KKR go public, even though its
core skills are for helping clients going
private? After going public, should KKR
restructure its partnership structure, or just
stay put?
(3) How has KKR benefited from both private
and public markets?
(4) How do KKRs professional capabilities
and network help its global expansion and
firm performance?
Discussion Questions:
(1) While motivated by pursuing operational synergies and efficiency,
the 3G Capital-led Kraft Heinz deal was also criticized to find an
exit from the Brazile-based private equity firms multi-billion
investment in both companies. Which rationale is more likely?
(2) Comment on the strategic intent of 3G Capital for this merger. Is
the valuation of Kraft and Heinz fair, from the standpoints of the
merging firms shareholders, respectively?
(3) As of August 10, 2015, the first post-merger financial results were
released. What was your re-assessment on this merger ex post?
10
2/14/2016
Discussion Questions:
(1) What drives the sale of a P&Gs brand portfolio containing 43
brands? Is there any supporting strategic rationale behind this
divestiture?
(2) How are the proceeds collected from this sale distributed to P&Gs
shareholders? Alternative, should P&G invest these proceeds to
new ventures or new product lines?
Discussion Questions:
11
2/14/2016
Discussion Questions:
(1) As a global leader in steel production, how did ArcelorMittal get
into trouble over the past several years, which made the biggest
steel maker a laggard on Wall Street?
(2) Evaluate the impact of steel production process and that of the
ownership of mining assets on the ArcelorMittals revenue stability.
Besides, whats wrong with the global market conditions that
affect negatively on this firms financial results?
(3) Since global steel consumption has been back to upswing trend,
12
2/14/2016
3.4 Textbook
Gaughan, Patrick (2007) eBook on Mergers, Acquisitions & Corporate
Restructurings (4th ed.) UK: John Wiley & Sons.
13
2/14/2016
CLASS SCHEDULE
Week
Readings
Notes
(DATE)
W1
W2
Ch 1
Ch 15
R5
(Introductory Case)
Qualcomm:
Institutional &
Industrial Pressure
on Corporate Split
(2015)
W3
14
2/14/2016
W4
W5
Ch 10
R1
(Case 1) Lenovo:
Strategic Renewal for
Global Supply
Chains from
Motorola Buyout
(2014)
Ch 4
R3
(Case 2) Facebook:
Strategic
Acquisitions Driven
by Cross-Platform
Competition (2014)
W6
W7
Post-Global-Acquisition Integration:
The Strategic Role of Restructuring
Strategic Planning & Implementation
for Global M&A
W8
(Case on Warrant
Buffets Investment
Wisdom)
Berkshire Hathaway:
Mega Acquisitions
and Sustainable
Performance (2015)
(Case 3) Celgene:
Searching for
Biotech
Blockbusters
Mania or Vision?
(2015)
Ch 6
R7
(Case 4) eBay:
PayPals Spinoff as a
Strategic Response to
Shareholder Activism
(2014)
Ch 7
R8
(Case 5)
Salesforce.coms
Sequential
Acquisitions: The
Growth Options-
15
2/14/2016
Driven Strategic
Thrust (2014)
Ch 14
R9, R12
Ch 8
R10, R14
Ch 13
R4
TERM PROJECT
PROPOSAL DUE
W11
W12
Ch 11 & 12
R13
(Case 9) Pfizer:
Takeover Attempt
Driven by Inversion
Transaction and
Defended by
AstraZeneca (2014)
16
2/14/2016
W14
W15
W16
W17
Ch 9
R11
(Case 10)
ArcelorMittals
Global Turnaround
Strategy After Failed
Merger (2014)
(The Concluding
Case & Remarks)
17
2/14/2016
GRADING
These are four parts of the final grading:
(1) Group Case-Study Written Reports +
Oral presentation
(40%)
(2) Group Term Project +
Oral Presentation
(40%)
(3) Class Participation & Quizzes
(20%)
Extra Credit (up to 20%)
6.1
6.2
18
2/14/2016
Each study group should choose an industry to write ONE term project
that aims at addressing issues related to global M&A and/or
restructuring at the firm- or industry-level. Then, each group is
expected to make ONE oral presentation in class.
The choice of the firm for your group term project is at your group
members collective discretion. The max length of the term project is
about 20 pages in Word-format, with 12-font letter size.
The structure of the term project should include the following:
(1) One-page Executive Summary;
(2) Stake out strategic issues on global M&A and/or restructuring for
such issues;
(3) Describe such M&A and/or restructuring events (max. 2 pages);
(4) Apply the analytical tools, frameworks, and concepts that you have
learned from this MGAR course to analyze the drivers or factors
behind these issues, and propose likely alternatives for M&A and/or
restructuring strategies (min. 4 pages);
(5) Compare and contrast the advantages and disadvantages of these
alternatives, and prioritize them in terms of feasibility for
implementation (min. 2 pages);
(6) Recommend the choice of new strategic directions and implementation
action programs, in response to the issues specified in (2).
6.3
19
2/14/2016