The pitfalls of serial M&A [wk97]

Just as cogent as it is to assume that prior experience in M&A has a positive effect on future performance, it is easy to think that the counterbalance is some form of indulgent acquisition excess. While academics might disagree on the impact of factors, they would all agree that apart from the specter of value destruction, the pitfalls of serial acquisition do not have a single theme. Reading through their papers, acquisition overreach has many possible explanations.

  • The Indigestion Hypothesis proposes that the short time period between acquisitions adversely affects acquirers that quickly execute multiple acquisitions. Each subsequent acquisition results in worse performance than the previous acquisition, because the acquirer becomes less able to integrate successfully.
  • The Hubris Hypothesis is something I touched on in week 38 with the notion of a mythical ‘managerial kiss’. Managers in the acquiring firm assume that they can manage the target firms’ resources better than current management. Overconfidence drawn from previous success leads them to overpay for their targets, be less careful in their choice of targets, and/or take on too much debt to pay for targets.
  • The Mean Reversion Hypothesis argues that acquirers that initially do well at acquisition are unable in subsequent acquisitions to maintain the above average takeover performance. Since acquiring firms generally outperform the market prior to the merger, the underperformance subsequent to the merger may merely be a result of the mean-reversion in long horizon returns on individual stocks
  • The Diminishing Returns Hypothesis applies the diminishing efficiency of investment schedule to the firm’s acquisition programme. It argues that the best opportunities are taken first and so the decreasing attractiveness of the investment opportunity set means that value derived from subsequent deals are bound to decline over time.
  • The Bid Learning Hypothesis is another explanation for such a positive relation between the time between deals and acquisition performance. It argues that improved bidding capabilities by the executive leads to a higher number of successful bids, which in turn rationally increases their willingness to pay, which ultimately leads to a decreasing return pattern.
  • The Merger Programme Announcement Hypothesis proposes that that part of the overall performance effect of an M&A programme is already incorporated into a bidder’s share price. Should the market respond favourably to a first transaction announcement, when a second acquisition is announced, then there is some announcement gain since it is now a known event, but part of the value was already discounted in the share price.

So an interesting question would be under which conditions managers can navigate through these possible tendencies and learn how to acquire successfully again and again.

China – surmountable challenges [wk94]

It’s been a while since we returned from Asia and I have used some of that time to reflect upon what I have learnt about China.

In Shanghai, we were treated to a talk from David Gosset, the Director of Academia Sinica Europea, an intellectual body that facilitates a mutual understanding between Europe and China. Evidently a ‘sinofile’, Gosset spoke passionately about China, the opportunities and the challenges. For all the evident opportunities in China, I wanted to draw attention to the challenges that chimed with my experiences in Shanghai and Beijing.

  • Rule of law. ‘Big corruption’ seems to exist in China. I saw more white Rolls Royces in Beijing than Shanghai (or anywhere else in the world). Beijing is to the headquarters for most of China’s largest state-owned companies. There is a need for a more independent media and judicial system.
  • The Environment. A quick boat journey down the Huangpu River in Shanghai and walk across Tiananmen Square reveals the pollution that is inevitable from such an explosion in growth. I am confident that China will use their financial and industrial muscle to develop a big, made-in-China, green energy technology some time soon.
  • Energy and food security. China has not secured the food and energy it requires to feed its engine. For example, China only has about 9% arable land.  And so, it cannot develop in isolation, which is great news. It will have to work together with other countries. It will be a co-architect. And from this stereotypical Westerner, let’s hope that brings the type of imports that seed both technology and a greater choice of cuisine.
  • And finally, anti-western sentiment. Much as the West misunderstands China, I am certain a reciprocal sentiment exists. The big problem with Western views of China is a mindset about Communist China. That was certainly the case with me, and rest assured, that myth exploded on arrival. But as much as China has changed, I got the feeling that we visitors were seen in a light that also draws on a bygone era. I did not see the ruins of the Old Summer Palace in Beijing, most of which did not survive the British and French fires of the Second Opium War (1860). By all accounts, the ruins serve as a reminder that China needs to be stronger in the face of ‘foreign imperialism’. I get the feeling that China understands this context more than the bedevilled detail. And for that reason alone, the West needs to be part of their renaissance rather than a bystander. As Monsieur Gosset would undoubtedly advocate, there is a need for a greater mutual understanding.

China – miscellaneous facts [wk92]

Weeks 92 and 93 are all about China and the Cass international study tour to Shanghai and Beijing. I start with some miscellaneous and stupefying facts.

  • China’s population is 1.4 billion.
  • China has 20% of the world’s population and 7% of its fresh water
  • 40% of China’s population lives in the cities. By 2025, that figure will grow to 60%.
  • In 2025, China will have 231 cities of more than 1 million inhabitants.
  • In Shanghai there were no skyscrapers in 1980; today it has twice as many as New York. Between 1985 and 1995, Shanghai’s footprint grew from 90 sq. miles to 790.
  • Half the world’s steel and cement is consumed in China.
  • China has 14 international neighbours. Russia has 12; the US has only two.
  • China has 56 ethnicities. Europe of the Far East. A continent of 26-30 countries.
  • China exports people as well. It has the world’s largest diaspora of 60 million people.
  • Consumer spending is at just 20-30% of GDP. In the US, it is at 70%.
  • In the UK, business financing is 75% internal. In China it is 70% external.
  • Chinese state-owned enterprises (SOEs) control circa 30% of the assets in the industrial and service sectors, and over 50% of total industrial assets.
  • Monopoly is a censored word in China.
  • 雪花啤酒 or Snow beer is the best selling beer brand in the world, with annual sales of 61 million hectoliters despite no export market.
  • ‘Guanxi’ is the term used to describe a dynamic of relationships and influence that is at the core of Chinese society and business.
  • In 1978, China accounted for 1.7% of world output.
  • Beijing Air Catering Co. was established in 1980 as the first Sino-Foreign Equity JV.
  • Today, China accounts for 10% (7 trillion USD) of world output.
  • In 1778, China accounted for 20-25% of world output. It is a re-emerging economy.

Strategy definition [wk85]

My last in-class elective will be ‘Corporate Strategy in A Globalizing World’ with the eminent Prof. Charles Baden-Fuller at the end of May.

In preparation for the weekend of lectures, I have decided to do some digging into the origins of strategy. This is not only academic interest, but also a search for clear definition. On an MBA, there is a lot that passes through the ears, and with it come a risk of blended universality which can rob a discipline of meaning. I think of the common arguments of whether something is a finance issue vs. a business model issue vs. a strategy issue vs. a tactical issue. As said before, having a clear structure/framework in mind can help simplify complex problems.

In earlier modules, we learnt that strategy comes in twos:

  • value creation and value capture
  • internally focused (RBV) and externally focused (positioning)
  • strategy formulation and strategy execution
  • intended strategy and realised strategy
  • business strategy and corporate strategy.

.

But the word has its roots in single Greek word, strategos: the art of the general. The many writings about the large standing armies of the 18th century helped distinguish between tactics and strategy - this is essentially the difference between what happened on the battlefield and what happened off it. The three levels of war – i.e. national policy, derived strategy, battlefield tactics – defined the roles of the political leader, the general and the soldier for 200+ years.

However, the last 100 years has seen great debate about the nature of strategy and its effect on both the battlefield and the marketplace – strategy began to lose its traditional clarity. However, one thing remains consistent, all strategy has to have an effect. You cannot have grand strategic ideas in isolation from the small ideas of battlefield/business execution. Continuous renewal is dependent on a causal link between the two. Anything claiming to be a strategy that cannot trace its effect at the front line of business is not strategy; rather it is an end itself.

That obviously leaves a lot of space for tighter definition. I look forward to hearing the professor’s thoughts.

Charlotte Beers at O&M [wk79]

I have now completed the second installment of the Managing Professional Service Firms (PSFs) elective at Cass. Again, we were treated to some topnotch case studies and one of them – Charlotte Beers at O&M – is my focus this week.

In 1992, Texas-born Beers became the CEO of the advertising powerhouse Ogilvy & Mather, 3 years after the agency had been acquired by Martin Sorrell’s WPP Group. She had joined a firm that was still feeling the wake of the hostile takeover, full of self-doubt and conflict. While the business had quite publicly lost a handful of key client accounts (e.g. Unilever, Shell), Beers had the foresight and confidence to recognise the potential that her leadership would bring to  this business in flux, and duly set about the challenge. By the end of 1993, O&M had rediscovered its mojo, won Jaguar Motor cars’ entire U.S. account and reclaimed 2 prized accounts: Amex and Shell. The press hailed, “Ogilvy & Mather is back on track.” How had she done it?

One can never be sure how much good fortune had a hand, but on the basis that you make your own luck, I hope readers can draw their conclusions from my selection of 9 ‘takeaways’ below. The HBR case spans 1992-1993.

  1. Beers was full of energy, much of which she spent talking directly to investors and clients. This was a PSF within which executives drew their power from client accounts.
  2. Within 2 months of her appointment, she had dismissed a top executive who had failed instigate necessary changes. Think Admiral Byng.
  3. She was passionate about brands and what part O&M played in the custody of clients’ brands. This formed the basis of her new vision to ‘Activate the Assets’ – namely O&M’s expertise and their clients’ brands.
  4. During this time, she was slow to pull together and Executive Committee, but when she did, this time had given her the opportunity to identify and appoint followers/believers.
  5. She prepared the external position of the new the vision, calling it ‘Brand Stewardship’. She used this to encapsulate her only limit on an array of open conversations with the Executive Committee, giving them the opportunity to influence the change agenda.
  6. She was able to distil their 22 change items into 3: Client Security; Better Work, More Often; and Financial Discipline.
  7. She used these select band of disciples to spread the word, recognising the importance of translating the vision and strategic agenda into a new role for each employee.
  8. As part of this new role creation, client relevance was maintained. The creative teams were tasked to translate Brand Stewardship into something tangible, e.g. a brand audit. A working group was tasked to articulate in a few words and images a brand’s unique “genetic fingerprint.” ‘A Jaguar is a copy of absolutely nothing—just like its owners’ was one of O&M’s first BrandPrints™. The client loved it.
  9. Throughout this strategic overhaul, Beers kept the emotional content and commitment high, but let the structure of the business be, on the basis that it would naturally follow. The only exception was the instigation of a Worldwide Client Service group – a new cross-jurisdictional dimension that was set up to address the needs of multi-nationals clients.

On 24 May 1994, O&M landed the biggest new assignment in advertising history: the worldwide account of IBM, with billings of $400-500 million.

Innovation + efficiency = ambidexterity [wk78]

The electives are picking up speed and I have now completed a 4-day long set of lectures with Professor Vangelis Souitaris. The professor has some pretty radical views on how to foster innovation within a company:

Hiring

  • Hire slow learners of the organisational code
  • Hire people who make you feel uncomfortable, even those who you dislike.

Supervision

  • Encourage people to ignore and defy superiors and peers
  • Do not lead (and stifle) innovation by punishing and expelling people who do not do what they are told.

Teamwork

  • Find some happy, optimistic people and get them to fight. Happy optimists have beliefs worth fighting for, and the resulting struggle leads to better ideas.

Reward

  • Reward success and failure
  • Punish procrastination.

Leadership

  • Decide to do something that will probably fail and then convince yourself and those around you that success is certain.
  • Do not try to reduce the number of flops, it drives out innovation. A high failure rate is the hallmark of innovation.

This list looks like the ingredients for a corporate nightmare. How on earth can you set the compass, plan for plain sailing and then entertain mutiny? But you can see what the Professor was getting at here.

Within an organisation, it is quite common to get a management briefing asking all for innovation, at the same time as reminding everyone of their continuing responsibility in identifying and eradicating inefficiencies: one part – take risk; one part – eliminate errors. These are hardly comfortable bedfellows – risk increases variation, does it not?

The kneejerk response seems to be that a well-judged balance is needed. But surely such a balance compromises both ambitions.

Industries that are reliant on innovation will often divide (spin off) and grow their fledgling innovations (e.g. pharma R&D labs), much as 3M has done so famously as part of its Renewal model. Or even more current, the trend for ‘built to suit’ corporate venture capital (CVC) is not just about bringing in outside inspiration, it is also about entertaining a model that recreates the entrepreneurship of young disruptive enterprise, while managing some of the downside risk (e.g. Cisco will often incorporate put options).

Of course, spin offs and CVC are innovative in themselves, so what about those companies that accept that they need to swim, but want to put their toe in the water first. Well, at the very least there needs to be some acknowledgement that incremental innovations need to be treated differently to R&D around new growth platforms that add significant chunks of revenue and profit.

But a company would need to be very ambidextrous to support such streams simultaneously. If appetite for risk is a key differential, the partition will need to be structural. Not only will the efforts need the same ambidextrous management to ensure investment accountability and coordination, but also the units themselves will need to receive different styles of management, metrics and incentives.

The dilemma for innovators [wk76]

I have recently read the fascinating and enlightening ‘The Innovator’s Dilemma’ (1997) by Clayton Christensen. I am late to this book, but it has really struck a chord with my understanding of many of the disruptive technologies that we see emerging today. It also answer’s that begging question, why hadn’t Microsoft or Google done that already?

At its core the book is about how successful, well-led companies carefully pay attention to what customers need. These same companies invest heavily in new technologies, delivering more performance to those clients but will still loose their market leadership suddenly.

This can happen when disruptive technologies enter the arena. Most technologies improve the performance of existing products in relation to the criteria which existing customers have always used. These technologies are called sustaining technologies. Whereas, disruptive technologies do something different. They create a completely new value proposition. This will often entail worse product performance per se, but improved product performance in relation to new criteria; for example:

  • smaller (.mp3 vs .wav)
  • more user friendly (convergence of phones and video streaming cameras)
  • cheaper (storage devices).

Using the disk drive industry as his source material, he surmises that well-run companies are unable to initiate or harness these disruptive forces until it is too late, because they are well run. Their capabilities define their weaknesses.

That is to say…

1. Customers and investors will dictate their resource allocation; i.e. middle managers will tend not to invest in technologies that are not directly appreciated by significant clients because they will not be able to get the quick ROI that investors require.

2. Small markets cannot fulfil the growth need of large companies. Bigger, more successful companies will look at smaller niche and emerging markets (full of those early adopters and pragmatists) as simply not large enough to fulfil growth requirements.

3. Markets that do not exist cannot be analysed. Well-governed businesses will discount such opportunities for the risk of likely failure.

4. Technology supply does not always equal the market demand. Due to its speed, technological progress often overshoots customer demand. This opens the door to products today that underperform the market, but which might meet customer demand tomorrow, particularly when delivered as a new value proposition.

Success breeds failure. Both Peter Drucker and Joseph Schumpeter would have loved this book. I hope the former had got the chance to read it – it sits well with his observations that ”The first signs of fundamental change… almost always they show up first amongst one’s noncustomers”. And with Schumpeter’s notion of ‘creative destruction’ of the establishment by innovative entrepreneurs better placed to exploit an opportunity. He would have added that they are necessary to keep economic growth ticking over.

Shareholder value: a framework for analysis [wk70]

On the weekend of 13-16 January, I went through what can only be described as a case study boot camp. The elective was Applied Corporate Finance 2 and the format embraced 12 case studies in 4 days. Each case study was released during the weekend; it had to be analysed in teams and then had to be prepared as an investment pitch. It was relevant, relentless and rewarding.

The lecturer Khurram Jafree had flown in from Dubai, where he heads up BNP Paribas investment management team. The interactive lectures were designed to test a group of MBAers who had completed all of their core business modules. “Show me what you have learned.” Khurram is an alumni of Cass, you must understand, so you can see the attraction of the refined format – it reminded me of that oft-used movie construct, where the sergeant major barks orders at new recruits, much as his sergeant had done to him at the start of film. (Not an ideal analogy – there was no barking from the very professional Mr Jafree. Blogger’s licence.)

The course was underpinned with the concept of shareholder value.

  • What is the intrinsic value of the business?
  • Is it being valued properly by the markets?
  • Could we see a way to unlock shareholder value, either by restructuring its business or finances?
  • If we are looking to buy, restructure and exit, are the right industry, strategic, financial and operational drivers in place to make it an attractive business to a prospective buyer?

These are all worthy questions indeed, but sir, we only have two hours to prepare. In recognition of the limited time available, and the temptation that there might be to go off on a tangent with some of our course learnings, Khurram has come up with his own framework for equity analysis. And the purpose of this post is to document it for eternity. Partly because it worked for me, but also because it has no palatable acronym. In my mind, the lack of convenience must mean that the framework is really good, right?

V – Valuation (discount factor, absolute DCF/CCF, relative earnings multiple)

I – Industry incl. macro forces (PEST, SWOT, Porter’s 5F, Key Success Factors)

F – Financials (Revenue & profit history, cost structure, cash flows, debt/equity)

M – Management (track record, skill sets, ability to execute.)

C – Competitive advantage (sustainable IP, measurable ROIC benchmark)

C – Catalyst (board meeting, bid, buyback, dividend, asset sale)

Yup, two hours.

And then in the pitch, Khurram was looking for was:

  • Crisp analytical skills
  • Understanding of financial modelling
  • Ability to think strategically.

He said consider each pitch as you would an interview – no pressure then. It’s been a month now and I can look back and smile.

The defence for acquisition [wk65]

Agency costs are topical. The costs incurred by an organisation because of a divergence between the objectives and information held by managers and those held by shareholders. But rather than jump on the remuneration bandwagon, I want to write a little about shareholder’s interests in the context of last week’s M&A lecture. I was part of a team that had to prepare and deliver a presentation on the salient factors in Kraft’s completed bid for Cadbury.

The case had it all: an undervalued stock, a bear hug ultimatum, a cross-border dynamic, the game theory of a phoney war, agnostic arbitragers, disenfranchised Kraft shareholders, white knights, press and public concern, and a split jury on whether Kraft got value for money.

An overly simplified synopsis would be as follows:

  • Cadbury shares were trading at an undisturbed price of 568p.
  • Cadbury received an ‘unwelcome’ bid from Kraft of 745p.
  • The bid was announced and the shares shot up to 783p.
  • There were a number of toings and froings.
  • Cadbury ‘welcomed’ a bid of 850p and the deal was done.

In the press, the acquisition was termed ‘hostile’. It had been suggested in ensuing commentaries that perhaps UK firms should be protected from such hostile bids. Protection for whom, and from whom, one might ask?

Surely it is the threat of a hostile takeover that in fact keeps management teams delivering the good governance and value creation that shareholders require. Naysayers suggest that the threat of hostile takeovers might lead managers to abandon a long-term view in favour of myopic emphasis on short-term profits, which would not be good for industry. But that is not what we see in the Cadbury case, which entailed:

  • a clearly undervalued stock (the value jumped 38% on news of the bid, which is right a the top end accepted range of 20-40% for an acquisition premium over a minority discount), and
  • a management team that was ultimately able to deliver shareholder value through active defences that drove up the premium to 50%.

I have read some research by the brilliantly named SharkRepellent.net that reveals that preventative takeover defence measures are on the wane in the US, where they can be much more arresting than allowed under EU law. In a country where a combination of a poison pill, such as a diluting shareholders rights plan, and a staggered board used to be quite commonplace, institutional investors have woken up to the fact structural prevention does not protect their interests. That is not to say that shareholders want a vulnerable company. They want management performance and a shareholder veto, that is their best active defence.

It seems strange talking about M&A at a time when deals are so few and far between. However, one thing I have learnt in Scott’s classes is that M&A deals are not zero-sum games. An M&A deal is not merely a wrestling match for claiming value. Value for Kraft does not simply come out of the pockets of Cadbury; nor vice versa. Parenting advantage and synergies mean that with the right due diligence and implementation, it is possible to complete a deal that creates value for both sides. That is why the M&A deals will return, once frozen European markets thaw. Let’s face it, there will be great Asian interest in their assets. And that will give the press lots to write about.

Halo effect [wk58]

The peaks and troughs of semester 3 give a student a little time to catch up on interesting areas that s/he may have touched on in the first year, but did not explore as part of the marked syllabus. I have decided it’s important to let these interests influence my choices of electives and dissertation topic. In semesters 1 (eg. week 6) and 2 (i.e. week 32), I came across the studies of two consultants, Sorcher and Brant, who wrote ‘Are You Picking the Right Leaders?’ for Harvard Business Review in 2002. In the article, they refer to the ‘Halo Effect’. Wikipedia explains that this is a cognitive bias whereby we assume that “a particular trait is influenced by the perception of the former traits in a sequence of interpretations”. That is to say, we assume that because people are good at doing one thing, they will be good at doing all these others things.

At the start of this week, I completed the Private Equity module, during which the lecturer pointed out that to operate in a competitive venture capital environment, failure to take measured risks would only ensure lack of success. He spoke of an investment bank that had recruited a successful executive from their fixed income team to take control of their private equity interests. During his tenure, not one venture capital investment was made. Of course, uncertainty can be paralysing, but that is not my concern here. Rather, I am interested in the halo effect at play. The psychologist Edward Thorndike first coined the phrase in the 1920s, when he used it to describe the way that commanding officers rated their soldiers. He found that officers usually judged their men as being either good right across the board or bad. There was little mixing of traits; few people were said to be good in one respect but bad in another. Sorcher and Brant refer to this as, “overvaluing certain attributes while undervaluing others”.

I have now also read Phil Rosenzweig’s unconventional management book ‘The Halo Effect’. For all of you constructive sceptics out there (yes it is possible), it is an absorbing read. He takes the notion of this overvaluation one step further and challenges much of our thinking about company performance.

“When a company is growing and profitable, we tend to infer that it has a brilliant strategy, a visionary CEO, motivated people, and a vibrant culture. When performance falters, we’re quick to say the strategy was misguided, the CEO became arrogant, the people were complacent, and the culture stodgy.”

This should raise an eyebrow of a case and model-laden MBA student. While this delusion could easily be seen as a harmless, throwaway observation, Rosenzweig explores how such a bias might systemically undermine success. Might company performance create a halo that shapes the way we perceive strategy, leadership, people, culture, and more?

Drawing on examples from leading companies including Cisco IBM and Nokia, Rosenzweig shows how widespread this bias has become. He argues that this undermines the usefulness of the ‘guru’ management books from Peters and Waterman’s ‘In Search of Excellence’ to Jim Collins’s ‘Good to Great’. Even more unconventionally, Rosenzweig goes on to suggest that because these bestsellers claim to have identified the drivers of success, rather than just recounting stories of high performance, these books actually amplify the delusion.

Almost mocking the format of such business books, Rosenzweig identifies 9 popular business delusions. A couple of my favourites are as follows:

  • The Delusion of Absolute Performance – Company performance is relative to competition, not absolute, which is why following a formula can never guarantee results.
  • The Delusion of Single Explanations – Studies that show how a particular factor (e.g. customer focus) leads to improved performance, inevitably discount how other factors are highly correlated. The effect of each one is usually less than suggested.

As a consultant and a student, I am currently looking at how professional services firms address innovation. Are we sure that the same personality types that can be innovative within the constraints of professional client service can also deliver strategic innovation? I would not take it for granted – the two scenarios would seem to be addressing two completely different levels of risk. Moreover, I think that any such ‘delusion’ might be exacerbated by inherent biases in the professions – professionals tend to be well read and no doubt feel they have the intellectual capacity to do most things well if they wanted to; but then uncertainty can do strange things to capacity. Beware the halo effect.

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