Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 139

The design of good M&A transactions takes root in good strategy. This chapter explores the role of strategy in deciding to grow by acquisition or restructure the firm. Strategy picks positions and capabilities. Analysis of positions and capabilities using a variety of tools outlined here should underpin the effort to profile your firm’s strengths, weaknesses, opportunities, and threats (SWOT).

M&A is one of the tactical instruments of strategy. This chapter outlines the variety of alternatives by which the firm could grow inorganically, ranging across contractual agreements, alliances, joint ventures, minority investments, acquisitions, and mergers. The choice among these alternatives is driven by at least three considerations: the benefits from relatedness of the target business to the core of the acquirer, the need for control, and the need to manage risk.

Restructuring activity is a significant source of M&A activity: one-quarter to one-third of all deals annually are divestitures by other firms. But divestiture is only one of the tactical instruments of a strategy of restructuring. This chapter outlines other alternatives, including liquidations, minority investments, spin-offs, carve-outs, split-offs, and tracking stock. (Financial restructurings are reserved for discussion in Chapter 13.) The selection among the various tactical alternatives will be driven by the relatedness of the unit to the core of the parent, the need for control, and whether the unit can survive as an independent entity.

The survey of research in this chapter suggests that restructuring creates value: Divestiture, spin-offs, carve-outs, and tracking stock are associated with significant positive returns at the announcement of those transactions.

However, the costs and benefits of a strategy of diversification remain unsettled. That diversification destroys value is the conventional wisdom in 2003, but the latest research challenges its certainty. This suggests that the practitioner should think critically about blanket assertions about the value of a strategy of diversification or focus. Future research will likely give a more contingent explanation, such as “diversification pays in these circumstances.” In the interim, it is too early to tell.