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硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Acquisition and Restructuring StrategiesMichael A.HittR.Duane IrelandRobert E.HoskissonChapter 7Chapter 712003 Southwestern Publishing Company硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Strategy ImplementationStrategy ImplementationChapter 11Chapter 11OrganizationalOrganizationalStructure and Structure and ControlsControlsChapter 10Chapter 10CorporateCorporateGovernanceGovernanceChapter 12Chapter 12StrategicStrategicLeadershipLeadershipStrategy FormulationStrategy FormulationStrategicStrategicCompetitivenessCompetitivenessAbove-AverageAbove-AverageReturnsReturnsStrategic IntentStrategic IntentStrategic MissionStrategic MissionChapter 2Chapter 2The ExternalThe ExternalEnvironmentEnvironmentChapter 3Chapter 3The InternalThe InternalEnvironmentEnvironmentThe Strategic Management ProcessFeedbackFeedbackStrategic InputsStrategic InputsStrategic ActionsStrategic ActionsStrategic OutcomesStrategic OutcomesChapter 13Chapter 13StrategicStrategicEntrepreneurshipEntrepreneurshipChapter 6Chapter 6Corporate-Corporate-Level StrategyLevel StrategyChapter 5Chapter 5Competitive RivalryCompetitive Rivalryand Competitiveand CompetitiveDynamics Dynamics Chapter 4Chapter 4Business-LevelBusiness-LevelStrategyStrategyChapter 7Chapter 7Acquisition andAcquisition andRestructuringRestructuringStrategiesStrategies2硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Mergers and Acquisitionsl lMerger:Merger:a strategy through which a strategy through which two firms two firms agree to integrate theiragree to integrate their operations operations on a on a relatively relatively co-equal basisco-equal basisl lAcquisition:Acquisition:a strategy through which one firm a strategy through which one firm buys a controlling interest in another firm with buys a controlling interest in another firm with the intent of the intent of making the acquired firm a making the acquired firm a subsidiary businesssubsidiary business within its own portfolio within its own portfoliol lTakeover:Takeover:a special type of an acquisition a special type of an acquisition strategy wherein strategy wherein the target firm did not solicit the the target firm did not solicit the acquiring firms bidacquiring firms bid3硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧AcquisitionsAcquisitionsReasons for Making AcquisitionsIncreaseIncreasemarket powermarket powerOvercomeOvercomeentry barriersentry barriersCost of newCost of newproduct developmentproduct developmentIncrease speedIncrease speedto marketto marketIncreaseIncreasediversificationdiversificationReshape firmsReshape firmscompetitive scopecompetitive scopeLower risk comparedLower risk comparedto developing newto developing newproductsproductsLearn and developLearn and developnew capabilitiesnew capabilities4硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lFactors increasing market powerFactors increasing market power when a firm is able to when a firm is able to sell sell its goods or services its goods or services above competitive levelsabove competitive levels or or when the when the costs of its primary or support costs of its primary or support activitiesactivities are below those of its competitors are below those of its competitors usually is derived from the usually is derived from the size of the firmsize of the firm and and its resources and capabilities to competeits resources and capabilities to compete l l Market power is increased by Market power is increased by horizontal acquisitionshorizontal acquisitions vertical acquisitionsvertical acquisitions related acquisitionsrelated acquisitionsIncreased Market Power5硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lBarriers to entry includeBarriers to entry include economies of scaleeconomies of scale in established competitors in established competitors differentiated productsdifferentiated products by competitors by competitors enduring relationships with customers that enduring relationships with customers that create create product loyaltiesproduct loyalties with competitors with competitorsl lacquisition of an established company acquisition of an established company may be more effective than entering the market may be more effective than entering the market as a competitor offering an as a competitor offering an unfamiliar good or unfamiliar good or serviceservice that is that is unfamiliar to current buyersunfamiliar to current buyers provides a new entrant with provides a new entrant with immediate market immediate market accessaccessOvercome Barriers to Entry6硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lSignificant investments of a firms Significant investments of a firms resources are required toresources are required to DevelopDevelop new products internally new products internally introduceintroduce new products into the marketplace new products into the marketplacel lAcquisition of a competitor may result inAcquisition of a competitor may result in more predictable more predictable returns returns faster faster market entrymarket entry rapid rapid access to new capabilitiesaccess to new capabilitiesCost of New Product Development and Speed to Market7硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lAn An acquisitions outcomesacquisitions outcomes can be can be estimated more easily and accurately estimated more easily and accurately compared to the outcomes of an internal compared to the outcomes of an internal product development processproduct development processl lTherefore managers may view acquisitions Therefore managers may view acquisitions as lowering riskas lowering riskLower Risk Compared to Developing New Products8硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lIt may be easier to develop and introduce It may be easier to develop and introduce new products in markets currently served new products in markets currently served by the firmby the firml lIt may be difficult to develop new products It may be difficult to develop new products for markets in which a firm for markets in which a firm lacks experiencelacks experience it is uncommon for a firm to develop new it is uncommon for a firm to develop new products internally to diversify its product linesproducts internally to diversify its product lines acquisitions are the quickest and easiest way to acquisitions are the quickest and easiest way to diversify a firm and change its portfolio of diversify a firm and change its portfolio of businessbusinessIncreased Diversification9硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lFirms may use acquisitions to Firms may use acquisitions to reduce their reduce their dependence ondependence on one or more products or one or more products or marketsmarketsl lReducing a companys dependence on Reducing a companys dependence on specific markets specific markets alters the firms alters the firms competitive scopecompetitive scopeReshaping the Firms Competitive Scope10硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Reasons for Making Acquisitions:l lAcquisitions may gain capabilities that the Acquisitions may gain capabilities that the firm does not possessfirm does not possessl lAcquisitions may be used toAcquisitions may be used to acquire a special technological capabilityacquire a special technological capability broaden a firms knowledge basebroaden a firms knowledge base reduce inertiareduce inertia Learning and Developing New Capabilities11硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧AcquisitionsAcquisitionsProblems With AcquisitionsIntegrationIntegrationdifficultiesdifficultiesInadequateInadequateevaluation of targetevaluation of targetLarge orLarge orextraordinary debtextraordinary debtInability toInability toachieve synergyachieve synergyToo muchToo muchdiversificationdiversificationManagers overlyManagers overlyfocused on acquisitionsfocused on acquisitionsResulting firmResulting firmis too largeis too large12硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lIntegration challenges includeIntegration challenges include melding two disparate melding two disparate corporate culturescorporate cultures linking different linking different financial and control systemsfinancial and control systems building effective building effective working relationshipsworking relationships (particularly when management styles differ)(particularly when management styles differ)resolving problems regarding the status of the resolving problems regarding the status of the newly newly acquired firms executivesacquired firms executives loss of key personnel weakens the acquired loss of key personnel weakens the acquired firms capabilities and reduces its valuefirms capabilities and reduces its valueIntegration Difficulties13硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lEvaluationEvaluation requires that hundreds of requires that hundreds of issuesissues be closely examined,including be closely examined,including financingfinancing for the intended transaction for the intended transaction differences in differences in culturescultures between the acquiring between the acquiring and target firmand target firm tax tax consequences of the transactionconsequences of the transaction actions that would be necessary to actions that would be necessary to successfully meld the two successfully meld the two 地位正勤勉地位正勤勉地位正勤勉地位正勤勉l lIneffective due-diligence process mayIneffective due-diligence process may result in paying excessive premium for the result in paying excessive premium for the target companytarget companyInadequate Evaluation of Target14硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lFirm may take onFirm may take on significant debt to significant debt to acquire a companyacquire a companyl lHigh debt can High debt can increase the likelihood of increase the likelihood of bankruptcybankruptcy lead to a downgrade in the firms lead to a downgrade in the firms credit ratingcredit rating preclude needed investment in activities that preclude needed investment in activities that contribute to the firms long-term successcontribute to the firms long-term successLarge or Extraordinary Debt15硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lSynergy Synergy exists when assets are worth exists when assets are worth more when used in conjunction with each more when used in conjunction with each other than when they are used separatelyother than when they are used separatelyl lFirms experience Firms experience transaction coststransaction costs when when they use acquisition strategies to create they use acquisition strategies to create synergysynergyl lFirms tend to Firms tend to underestimate indirect costsunderestimate indirect costs when evaluating a potential acquisitionwhen evaluating a potential acquisitionInability to Achieve Synergy16硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lDiversified firms must Diversified firms must process more process more informationinformation of greater diversity of greater diversity l lScope created by diversification may Scope created by diversification may cause managers to cause managers to rely too much on rely too much on financial rather than strategic controlsfinancial rather than strategic controls to to evaluate business units performancesevaluate business units performancesl lAcquisitions may become Acquisitions may become substitutes forsubstitutes for innovationinnovationToo Much Diversification17硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lManagers in target firms may operate in a Managers in target firms may operate in a state of virtual suspended animation state of virtual suspended animation during an acquisitionduring an acquisitionl lExecutives may become hesitant to make Executives may become hesitant to make decisions with long-term consequences decisions with long-term consequences until negotiations have been completeduntil negotiations have been completedl lAcquisition process can create a short-Acquisition process can create a short-term perspective and a greater aversion to term perspective and a greater aversion to risk among top-level executives in a target risk among top-level executives in a target firmfirmManagers Overly Focused on Acquisitions18硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Problems With Acquisitionsl lAdditional costsAdditional costs may exceed the benefits may exceed the benefits of the economies of scale and additional of the economies of scale and additional market powermarket powerl lLarger size may lead to Larger size may lead to more bureaucratic more bureaucratic controls controls l lFormalized controlsFormalized controls often lead to relatively often lead to relatively rigid and standardized managerial rigid and standardized managerial behaviorbehaviorl l Firm may produce Firm may produce less innovationless innovationToo Large19硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Attributes of Effective AcquisitionsAttributesAttributesResultsResults Complementary Complementary Assets or ResourcesAssets or Resources Buying firms with assets that meet Buying firms with assets that meet current needs to build competitivenesscurrent needs to build competitiveness Friendly Friendly AcquisitionsAcquisitions Friendly deals make integration go more Friendly deals make integration go more smoothlysmoothly Careful Selection Careful Selection ProcessProcess Deliberate evaluation and negotiations are Deliberate evaluation and negotiations are more likely to lead to easy integration and more likely to lead to easy integration and building synergiesbuilding synergies Maintain Financial Maintain Financial SlackSlack Provide enough additional financial Provide enough additional financial resources so that profitable projects would resources so that profitable projects would not be foregonenot be foregone20硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Attributes of Effective AcquisitionsAttributesAttributesResultsResults Low-to-Moderate Low-to-Moderate DebtDebt Merged firm maintains financial Merged firm maintains financial flexibilityflexibility FlexibilityFlexibility Has experience at managing change and Has experience at managing change and is flexible and adaptableis flexible and adaptable Sustain Emphasis Sustain Emphasis on Innovation on Innovation Continue to invest in R&D as part of the Continue to invest in R&D as part of the firms overall strategyfirms overall strategy21硬商品买卖在阿里巴巴硬商品买卖在阿里巴巴 软商品交易在阿里巧巧软商品交易在阿里巧巧Restructuring Activitiesl lDownsizingDownsizing Wholesale reduction of employeesWholesale reduction of employeesl lDownscopingDownscoping Selectively divesting or closing non-core Selectively divesting or closing non-core businessesbusinesses Reducing scope of operationsReducing scope of operations Leads to greater focusLeads to greater focusl lLeveraged Buyout(LBO)Leveraged Buyout(LBO)A party bu