UNIT 2- ENTRY MODES Flashcards
Merger- definition
- the case when two companies (often of similar size) decide to form a new company instead of operating separately
- they negotiate how relative value will translate into the amount of ownership each party will have in the company
- the stocks of both companies are surrendered, and new stocks are issued
- one of the parents usually emerges as the dominant management
Aquisition
- the case when one company takes over another and establishes itself as the owner of the new business
- the buyer company “swallows” the target company, which may or may not cease to exist
- can be friendly or hostile
- if the board of directors of targeted company agrees friendly
- if the board does not agree hostile
Ways to avoid it white knights (third company) or poison pills (cheap stock for existing stakeholders)
Mergers and acquisitions- reasons why
- Grow capacity quickly- capacity is the amount of output that a firm can produce with existing assets. Acquiring another business might enable it to be able to increase its capacity relatively quickly.
- Improve economies of scale- the advantages of a larger scale production that results in lower cost per unit produced.
- Filling a gap in the product offering- a business may feel that its product portfolio is not sufficient to cate3re for different customer needs
- Entering a new market through an existing player- particularly as a way to expand internationally, where customers taster, business systems, infrastructure, legal requirements may all be different. Buying a local player allows you to use their experience and knowledge and avoid many of the problems of entering new markets.
- Synergies- expanding the product range allows you to move customers from one product to another.
- Internal market efficiencies- the more similar the companies are, the greater the possibilities may be. Two back offices can be joined together to reduce costs. This may include training programs, employee performance evaluations, financial planning software, centralized ordering systems etc.
- Accessing technology or skills- a firm may be targeted for acquisition because it has specific skills within its staff or has a particular technology that would be useful to another business.
- Tax reasons- business are always looking for ways to reduce their tax exposure
Mergers and acquisitions- reasons for failure
- A merger or acquisition is a relationship- it involved people and ideas from two different organizations and require time to understand each other and patience to learn to compromise on competing ideas. It also requires that they see some type of common future
- The cost of the merger/acquisition- a booming stock market encourages mergers. Companies with cash (and interest in reducing that cash level for tax reasons) may often pay far more than the market value.
- Doing it for the wrong reasons- a competitor does a big merger, so other companies feel they must follow or lose competitiveness.
- Confusing personal interest with clear strategic vision for the company- people may receive big bonuses if the merger/acquisition is completed on time, as well as influence and opinions from bankers/lawyers/consultants who can earn big fees and who clearly incentives to close the deal.
- Corporate and work culture- it can be very difficult to integrate two companies with different work cultures. Different ideas where the added value come from, different ethical concepts, different decision-making structures etc.
- Forgetting that all proposed gains are predictions- all future savings calculations are complex predictions. It can be easy to look at the possible gains and forget other possible issues.
Joint ventures- definition
When two or more parties agree to combine resources to achieve a specific task.
- This task can be a new project or any other business activity
- Each of the participants is responsible for profit, losses and costs associated with it
- However, the venture is its own entity, separate and apart from the participants other business interests.
A+B = A+B+C
Joint ventures- reasons why
- A greater incentive to collaborate than to compete
- The same two companies who collaborate on one product/service may still compete in other areas
- can lead to a type of organizational schizophrenia
Joint ventures- possible problems
- To access or share knowledge or resources new product development or product development in new markets, an often be achieved quicker and more efficiently if a number of companies collaborate
- To share the risk- particularly if a project is expensive or has a high possibility of not being successful (research projects)
- There needs to be a greater incentive to collaborate than to compete, and the same two companies who collaborate may still compete in other areas.
Franchise- definition
A type of license that allows franchisee to have access to a business´s (the franchisor) proprietary knowledge, processes and trademarks so they can see a product or service using the business´s name.
- Franchisee usually pays the franchisor initial start-up and annual licensing fees.
- US- more than 40% of all retail sales come through franchising
Types of franchises
PRODUCT FRANCHISES
- Manufacturer allows franchisee to distribute their goods, using the name and trademark of the manufacturer.
- Franchisee pays a fee or purchase a minimum inventory of stock in exchange
- Example: Car dealership
BUSINESS FORMAT FRANCHISING
- Company provides a business model using name and trademark of the company.
- Company usually provides assistance in starting and managing the company. The franchisee pays a fee or royalty in return
- Example: McDonalds, DunkinDonuts ++ many retail operators
MANUFACTURING FRANCHISE (License of production)
- Allows an organization to manufacture a product and sell it to the public, using the franchisor´s name and trademark.
- Often used in the food and beverage industry
- Example: Coca Cola
Franchises- negative points
- Flexibility- lack of flexibility on operations, suppliers, training, maybe even opening hours
- Company image- business is tied to the image of the franchise company. If they have a financial or product-related scandal, your franchise will be affected.
- Franchise fees- costs can be expensive
Service contracts
Where the company offers a service or manages everyday operation such as maintenance services in a certain market.
Company A may provide technology/knowledge/training so servicing can be carried out in a certain way/to a certain standard. Company B can make profits as clients who use company A’s products will have to go to company B to get those products serviced. It’s a type of licensing where company B is licensed to do certain things for company A.
It means company A don’t have to have many of their own employees/maintenance teams in every region just to carry out routine tasks.
Management agreements
Where an independent company outsource some of its management functions to others.
It enables the smaller operator to focus on key customer service without being burdened by certain management practices they may not be very good at.
It allows the management operator to participate in a market sector where they haven’t traditionally been present, or to offer a wide product range without massive investment.
Exporting- positive and negative points
- Cheap- no FDI required
- Full control- over production and quality process
- Costs- may include things such as marketing for multiple audiences (different languages etc)
- Trade costs- transportation, tariffs etc.
- May require close relationships with local distributors and regulators
- Risks include high trade cost such as transportation, distance from clients, loss of local economic advantages, lack of knowledge of local consumer tastes etc.
Exporting- when to use
- There are advantages of producing at home (La Rioja wine, French perfume, Swiss chocolate etc.)
- There are low trade costs (a lot easier with chocolate than cars)
- There is low need to adapt product to local market (a Chanel Perfume is the same everywhere
ACQUISITION (BROWNFIELD)
We buy a supermarket chain the new market