Organizatioal behaviour (vertical mergers)
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Organizatioal behaviour (vertical mergers)



vertical mergers

vertical mergers



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  • that cannot be "held hostage" to external markets where costs can fluctuate over time
  • that cannot be "held hostage" to external markets where costs can fluctuate over time
  • The costs and expenses associated with increase overhead and capital expenditures to provide facilities, raw material inputs, and distribution channels inside the organizationVertical integration could potentially hurt a company when new technologies evolve quickly and become available. The company is then forced to reinvest in the new technologies in order to stay competitive.
  • A loss of flexibility resulting from the inability to respond quickly to changes in the external environment because of the huge investments in vertical integration activities hat generally cannot be easily deployed else whereLet's assume you manufacture ladies handbags and your established sales have been through independently owned gift shops. You are considering vertically integrating by selling direct to consumers on your website. Your plans for going into online sales must take into account potential loss of sales through your present avenues of distribution. Will you lose already established sales to gift shops?Your new operation may not live up to your earnings forecast. And too often an acquisition mistake cannot be made profitable by working harder. As Warren Buffett has said, "Should you find yourself in a chronically leaking boat, energy devoted to changing vessels is likely to be more productive than energy devoted to patching leaks."
  • Does it make cheaper for a firm to control input and outputDoes it make it more efficient for a firm to control input and output.
  • Both companies have worked together in the past on several projects. Trilix has developed a strong understanding of the Tata brand and excellent working relationships with the company in several projects over the years, the statement added. 
  • As vertical merger activity continues to step up globally, Companies involved in these transactions have the opportunity to adopt a different approach including the increased involvement of HR professionals. By doing so they will achieve a much better outcome and increase the chance that the overall deal is a total success.

Organizatioal behaviour (vertical mergers) Organizatioal behaviour (vertical mergers) Presentation Transcript

  • VerticalMergers
    Kartikye Kasera-112
    Deepak Mehta -114
    Shivendra Singh-122
    Rishabh Chopda-305
    Ashwin Kumar Mehta-313
    Fenil Shah-319
  • Contents
    • Introduction and History
    • Concepts and Procedures for global vertical merger
    • Advantages and Disadvantages
    • Types of Vertical mergers
    • Case Study --
    • Conclusion
  • History
    • Nineteenth century  Scottish-American steel tycoon Andrew Carnegie introduced the concept and use of vertical integration.
  • What Does Vertical Merger Mean?
    • Vertical integration means that the assets that were previously held by two firms are combined into a single firm.
    • The result is either joint ownership or the sale of one firm’s assets to the other. Vertical integration means that the assets that were previously held by two firms are combined into a single firm.
    • The result is either joint ownership or the sale of one firm’s assets to the other.
  • Benefits of merger
    Diversification of product and service offerings
    Increase in plant capacity
    Larger market share
    Utilization of operational expertise and research and development (R&D)
    Reduction of financial risk
  • Why do mergers fail ?
    Lack of human integration
    Mismanagement of cultural issues
    Lack of communication
  • Challenges..
    • Vertical mergers involve a manufacturer forming a partnership with a distributor.
    • Companies to compete with the newly merged company becomes hard.
    • Distributor no longer has to pay the supplier for material .
  • Creating Barriers in the Market
    •  vertical mergers can foreclose rivals from access to needed inputs in the market 
    • raise prices in the market
    •  reduce the quality of product in the market.
    • These effects can definitely make it difficult for new businesses to enter the market.
  • Motivation for Mergers
    • To diversify the areas of activity and thereby to reduce business risks;
    • To achieve optimum size so as to reap the benefits of economy of scale;
    • To reduce the duplicate expenses and thereby to improve the profitability;
    • To serve the customer better;
    • To have cohesiveness in control of the organisation;
    • To grow without any gestation period;
    • Inorganic growth is believed to be much faster compared to organic growth.
  • Takeover might be :
    Hostile Takeover
    A takeover attempt that is strongly resisted by the target firm
    Friendly Takeover
    Target company's management and board of directors agree to a merger or acquisition by another company.
  • Example of Vertical Merger
    Time Warner Incorporated, a major cable operation, and the Turner Corporation, which produces CNN, TBS, and other programming.
    Pixar-Disney Merger
  • Facts & Figures on Mergers
    • Worldwide mergers and acquisitions in the first quarter of 2011 exceeded $789 billion.
    • Combined with $870 billion in Q4 2010 that amounts to over $1.2 trillion over 6 months.
    1 Source: Thomson Financial Services
    In the case of a hostile takeover, the firm making the bid can be referred to as a 'black knight'.
    ‘White knight' is a firm that may enter the fray as a 'friendly' bidder.
    A 'grey knight' is a third firm that is not welcomed by the 'victim', seeking to exploit the situation to their own advantage.
    ‘Yellow knight' is a firm who originally seeks to launch a hostile takeover bid but then moderates its stance and negotiates on the basis of a merger.
    ‘White squires‘ is a firm which may not be big enough to be able to take control of another firm but may well seek to buy into the 'victim' firm to prevent the 'black knight' from being able to achieve its takeover plans.
  • Global Procedures for Vertical Mergers
  • Laws vary with countries
    Most of the developed countries of the world have some form of merger control.
    Cross border transactions will be subject to the multiple jurisdictions of the home countries of bidders andtargets.
    The laws differ across the countries and among the organizations.
    The laws also govern the structure of the merger going to take place.
    In India, the Companies Act of 1956 is used as a regulation by the companies.
  • Key Issues
    Vertical merger may be anti-competitive.
    • It may harm the competition by making it difficult for them to gain access to important raw material/component of a product.
    • It may gain control over some channel of distribution.
    • The organization may start to monopolize the market and dictate their own terms including raising the prices.
  • Antitrust !!
    Staples wanted to takeover the stationery shops in India !!!
  • Clayton Antitrust Act
    U.S. antitrust law regime that seeks to prevent anticompetitive practices.
    Enforced by the Federal Trade Commission.
    • Section 5
    Gives the FTC power to prevent firms from engaging in harmful business practices.
    • Section 7
    Made it illegal for a company to acquire the stock of another company if competition could be adversely affected.
    Gave the FTC the power to block asset purchases as well as stock purchases
  • The Global Guidelines
  • The Process
    Top management commits towards merger.
    Search for a merger partner
    Negotiate with several shortlisted companies suited to be merger partner for settling terms of merger.
    Initiate the legal procedures in accordance to the government laws.
  • Global guidelines for a merger
    The scheme of merger should be prepared by the companies, which have arrived at a consensus to merge.
    Approval of Board of Directors for the scheme.
    Approval of the scheme by specialized financial institutions/banks/trustees for debenture holders.
    Intimation to Stock Exchange about proposed merger.
    Application to Court for directions for meeting of creditors/members.
  • Advertisement of the notice of members meeting.
    Holding the shareholders general meeting and passing the resolutions.
    Submission of report of the chairman of the general meeting to Court.
    Submission of Joint petition to court for sanctioning the scheme
    Transfer of the assets and liabilities.
    Allotment of shares to shareholders of transferor company
    Other Post merger obligations.
  • Tender Offer Process
    Approval by 50 percent or more of the shareholders of the target firm gives control to the bidder.
    After the bidder has obtained control, the terms of the transaction may be “written down” on the minority.
    By law, shareholders of a target firm have a 20-day waiting period before they are required to vote.
    If another bidder competes with the first, the target shareholders must have an additional 10 business days to evaluate the new offer.
  • Steps
    The parent forms a wholly/partially owned subsidiary.
    The target transfers its stock to the parent.
    The target’s assets and liabilities are transferred to the subsidiary.
    The merger consideration (parent stock) is paid to the target shareholders for all the target shares.
    All the target shares are canceled.
    The target’s stock is wholly owned by the parent.
  • Common reasons for vertical integration
    Increased control over quality of supplies or the way the product is marketed
    Better information about supplies or markets
    Greater opportunities for differentiation through coordinated effort
    Opportunity to make greater profits by performing another function in the vertical supply chain
  • Advantages of a vertical integration :
    Economies of Scale
    Large scale production that lead to lower unit costs
    Control of Markets
    Gain some form of monopoly power
    Control supply
    Secure outlets
    Lower buying cost of material
    Lower distribution cost
    Improve technical, productive or allocative efficiency
  • Contd..
    Shareholder Value
    Improve the value of the overall business for shareholders
    Entry barriers to new competitors
    if the firm can gain sole access to a scarce resource
    Protects product quality through control of
    input quality and
    distribution and service of outputs
    Improves internal scheduling (e.g., JIT inventory systems) responses to changes in demand
  • Disadvantages of vertical integration
    Cost disadvantages of internal supply purchasing
    Increase overhead and capital expenditure
    low efficiencies due to lack of supplier competition.
    Limits flexibility
    In responding to changes in technology, customer preferences, etc.
    Strategic differences
    Increases management difficulty
    Lack of expertise in diversification efforts
  • Contd..
    Narrows range of choices available to firm for investment
    May reduce innovation
    Established distribution channels may be adversely affected
    Additional administrative costs
    Following issues must be consider
    • Are there Economies of scale
    • Are there any market external factors
    • Is there any need to pursue any monopoly power??
    • One of the earliest, largest and most famous examples of vertical integration was the Carnegie Steel company.
    • The company controlled not only the mills where the steel was made, but also the mines where the iron ore was extracted, the coal mines that supplied the coal, the ships that transported the iron ore and the railroads that transported the coal to the factory, the coke ovens where the coal was cooked, etc.
    • The company also focused heavily on developing talent internally from the bottom up, rather than importing it from other companies.
    • Later on, Carnegie even established an institute of higher learning to teach the steel processes to the next generation
  • Vertical Mergers can be classified as
    • Forward integration
    • Backward Integration
    • Balanced integration
    • Forward integration
    A company tends toward forward vertical integration  when it controls distribution centers and retailers where its products are sold.
    • Backward Integration
    A company exhibits backward vertical integration when it controls subsidiaries that produce some of the inputs used in the production of its products.
    Example: Tata Motors acquires TrilixSrl (Italian design house)
    • Balanced vertical integration means a firm controls all of these components, from raw materials to final delivery.
    Example :American Apparel
  • A good example of forward integration is when a farmer sells his/her crops at the local market rather than to a distribution center.
  • Example of backward integration 
    • Tata Motors Ltd said on Monday that it had acquired an 80% stake in TrilixSrl, an Italian design and engineering firm for €1.85 million (Rs. 11.29 crore).
    • The acquisition is in line with the company’s objective to enhance its styling and design capabilities to global standards.
    • The remaining stake in Trilix is held by its promoters Federico Muzio and JustynNorek.
    • With a turnover of €4 million and net profit of €2,50,000, the company offers design and engineering services in the automotive sector. 
    • Since it is controlling its subsidiary that produces some it is backward integration.
    • According to analysts, the acquisition is not a very significant one in terms of the deal size, but it will help Tata Motors enhance its design capabilities. However, since the company is looking forward to some new launches and re-launches, it may be in a positive direction.
  • Example of Balanced Vertical Integration
    American Apparel
    • American Apparel is a fashion retailer and manufacturer that actually advertises itself as a vertically integrated industrial company.
    • The brand is based in downtown Los Angeles , where from a single building they control the dyeing, finishing, designing, sewing, cutting, marketing and distribution of the company's product.Thecompany shoots and distributes its own advertisements, often using its own employees as subjects.[
    •  It also owns and operates each of its retail locations.
    •  According to the management, the vertically integrated model allows the company to design, cut, distribute and sell an item globally in the span of a week.
    • Since the company controls both the production and distribution of its product, it is an example of a balanced vertically integrated corporation.
    • The original founder DovCharney has remained the majority shareholder and CEO. 
    • Developing key strategies for a company’s activities.
    • Managing the soft due diligence activity.
    • Providing input into managing the process of change
    • Advising top management on the merged company’s new organizational structure.
    • Overseeing the communications
    • Managing the learning processes
    • Re-casting the HR department itself
    • Identifying and embracing new rolesfor the HR leader
    • Identifying and developing new competencies
    The strategic contribution of HR as consisting of the “Five P’s”: Philosophy, Policies, Programs, Practices, and Processes.
    Vertical merger success entirely depends on the people who drive the Business, their ability to Execute, Creativity, and Innovation.
    It is of utmost importance to involve HR Professionals in Vertical merger discussions as it has an impact on key people issues.
    Time Warner
    AOL (America Online Inc.)
    • Warner Brothers has been formally registered on1923.
    • Warner Brothers made a number of well-known Classic Films, such as Casablanca and a number of Hitchcock thrillers.
    • Warner Brothers also began to acquire many record labels. (associated with the marketing of music recordings and music videos).
    • In 1989, Warner Brothers merged with the publishing house Time to Time Warner for about US$14 Billion
    • Transformed it into a multi-media company consisting of motion pictures, television production and distribution, studio facilities , magazine publishing and many others.
    • In order to increase its product portfolio Time Warner acquired Turner Broadcasting System in 1996 and hence became the second largest cable television network.
  • AOL (America Online Inc.) : HISTORY
    • AOL was founded in 1985 under the name Quantum Computer Systems
    • AOL was the first On-line Service requiring the use of proprietary software (computer software licensed under exclusive legal right of its owner)
    • AOL also provided Internet access to the World Wide Web
  • Reasons For The MERGER
    Effective way to distribute its contents via Online Channels
    Combination of two global players - Strengthening its international position
    High-quality contents on the internet - translates into Revenue Growth.
    To remain competitive it needed an immediate injection into the Internet.
    Strategy for moving its customers forward into the world of high-speed "Broadband”
    Increase the Revenues at the three major areas : Subscriptions, Advertising and E-commerce and Content
    • On January of 2001, the United States largest internet provider, America Online, merged with the nation’s second largest cable provider to create a media giant
    • Time Warner's major possessions included the cable networks HBO and CNN, the Warner Brother’s movie and music operations, and Time magazine, while AOL provided internet service to approximately 26 million customers
    • Terms requires that AOL’s instant messenger be opened to other internet service providers via Time Warner’s cable lines.
  • Increasing Profitability Through Vertical Integration
    Building barriers to entry
    Facilitating investments in specialized assets
    Protecting product quality
    Improved scheduling
  • Motives
  • Motives
  • The Growth of Firms
    External Growth:
    Through amalgamation, merger or takeover (acquisitions)
    Mergers – agreed amalgamation between two firms
  • Behavioural Objectives
    Modern firms have to attempt to match competing stakeholder needs:
    Local communities
  • Behavioural Objectives
    Firms may have to balance out their responsibilities:
    ‘Fat cat pay’
    Management rewards – bonuses, etc.
    Social and environmental audits
    Employee welfare
    Meeting consumer needs
    Paying suppliers on time
    Satisfying shareholders and ‘The City’ about its policies, plans and actions
  • Diminished Enthusiasm for Vertical Integration
    Inability to achieve expected returns
    Lack of proficiency in diversification efforts
    Conflicting goals of competing businesses
    Decline of capitation payments
    Increased demands of core business
    Substantial changes in payer environment for health plans, hospitals, and post acute services (BBA of 1997)
    Reduced resources for investment