Merger A
Merger A
November 2010
Word Count: 3932
Candidate Name: Amit Shemesh
Candidate Number: 003257 – 017
Centre Name: Island School
Centre Number: 003257
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Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
Acknowledgments
I would like to take this opportunity to thank Mr. D for allowing me an
insight into his company Manchu Inc. I would like to thank the Hong Kong
Central Library for available research material. Finally, I would like to thank
Mr. Robert L. Meyer for assisting with proof-checking the essay.
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Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
Table of Contents
University at Buff
Table of Contents
I. Abstract..................................................................................................................................... 1
II. Introduction/ Rationale..................................................................................................... 2
III. Methodology:........................................................................................................................ 4
IV. Advantages of a Merger..................................................................................................... 5
V. Disadvantages of a Merger................................................................................................. 7
VI. Lewin’s Force Field Analysis.......................................................................................... 10
VII. Evaluation.......................................................................................................................... 14
VIII. Conclusion and recommendation............................................................................. 15
IX. Appendix.............................................................................................................................. 16
X. Work cited............................................................................................................................. 18
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Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
I. Abstract
In the following investigation I will analyze the possibility of a merger between two
businesses: Manchu Inc. and Company X Inc. My research question is ‘Should
Manchu Inc. and Company X Inc. merge’. Manchu Inc. is a Liberia incorporated
company registered to do business in Hong Kong. Company X Inc. is an
incorporated company in China. This question is relevant to as the businesses
have worked with each other for 13 years, both share the objective of growth in
terms of profitability, and are currently looking into the possibility of a merger. In
order to investigate this I will look into both businesses by carrying out an interview
with the CEO of each company and some senior executives. Also, I will use my
business course book and other merger focused books as guides. After collecting
relevant data I will classify it into ‘advantages’ and ‘disadvantages’ and weigh them
in order to see which are more important. After this, I will carry out Lewin’s Force-
Field Analysis, a useful technique for looking at all the forces for and against in
making a decision. This is a method of weighing ‘driving-forces’ and ‘restricting-
forces’ 1in order to see whether a merger is worthwhile for these businesses. In my
findings I discovered that the success of the merger will mainly depend on the
motivation of the employees. From interviews I discovered that the employees are
motivated and the working environment in both businesses is collegial. If the
companies follow their merger plan, the merger should succeed. I conclude that
the two businesses should merge. I base this decision on the fact that the
companies know each other and have worked together for 13 years, the executive
team energy is described as ‘phenomenal’ 2 by CEOs, and there is a strong will
between the companies to merge.
(300 words)
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Appendix - Interview CEOs
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
The company Manchu Inc. was incorporated in Liberia and established in 1983 in
Hong Kong as a garment trading company.
Company X Inc. is a private company in China, operating in the sectors of
garments and textiles. It has significant relationships in both industry and
government sectors in China. This gives it an immense advantage in terms of the
ability to communicate and understand their business environment. 6
Like any other strategic move by a company, mergers and acquisitions are very
likely to fail if not planned and executed correctly. "70 percent of mergers fail to
achieve their anticipated value"7.
3
Mergers And Acquisitions From A to Z By Andrew J Sherman
4
Business and Management Course Companion By Paul Clark
5
Mergers What Can Go Wrong And How To Prevent It By Patrick A Gaughan
6
Appendix – Interview CEOs
7
Weekly corporate growth report
http://www.interlinkbusiness.com/artmergers.html
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
This document will asses the opportunity of merger between Manchu Inc. and
Company X Inc. using situational analysis in terms of driving and restricting forces
of the two companies, and assessing whether the merger will have a positive
effect on production, sales, synergy, reducing costs and will enhance human
resources of the companies. To identify driving and restricting forces, I will
evaluate its internal positioning to determine what it does well and what it does
poorly, and how a merger would be useful to it.
A merger forms when two businesses agree on friendly terms to join their
companies in order to establish a new and better operating business. Mergers are
an increasingly used tool for fast non-organic growth. They are an effective way to
enter new markets and obtain a larger exposure and a greater market share.
Mergers involve a great deal of uncertainty for business owners. In the businesses
I will focus on realignment of the structure of the workforce can be a great difficulty
and a challenge to the owners8. Furthermore, since both businesses are small and
the workforce is very close and the working environment is collegial, the resistance
to change might be high and staff will be demotivated due to the risk of
redundancy of their fellow employees.9
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Appendix – Interview CEOs
9
Appendix – Interview with senior executive team employee.
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
III. Methodology:
Collect relevant primary research data by interviewing both business owners and a
senior executive team employee. Analyze and summarize relevant data.
Secondary research data will be used from mergers online business reports,
business theory books:
(Business and Management Course Companion, Mergers: What Can Go Wrong
And How To Prevent It, Mergers and Acquisitions From A to Z)10
Primary Research:
Interview both owners of Manchu Inc. and Company X Inc. 11 This will
help to obtain a better understanding as to what each business does well
and what it does not so well. The interview will be with both business
owners at the same meeting in order to review and understand their
entrepreneurial and working relationship as an executive team.
Interview with s senior executive team employee of Manchu Inc. 12 –
This will afford a review of the working environment of the staff in this
company.
Secondary Research
Business and Management Course Companion Textbook by Paul Clark. -
Information will help to gather an analysis and conclusion about the
possible merger of the businesses and further explore the analytical
theories that will be used
Internet sources – Information will help to understand concepts and
theories better and find online up to date information.
Other book sources (Mergers: What Can Go Wrong and How to
Prevent It by Patrick Gaughan, Mastering The Merger by David Harding,
Mergers & Acquisitions from A to Z by Andrew J Sherman and more) –
There are many merger focused books which analyse the process and its
outcomes, advantages and disadvantages.
10
Bibliography – Books
11
Appendix – Interview CEOs
12
Appendix – Interview with senior executive team employee.
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
After carrying out my primary research (interview with the CEOs and senior
executive team employee) and after I read some information about mergers in
books I will evaluate the advantages and the disadvantages, driving forces and
restricting forces of a merger focusing on the businesses, Manchu Inc. and
Company X.
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Appendix – Interview CEOs
14
Clark, Paul and Golden, Peter and O’dea , Mark and Weiner, John and Woolrich,
Phil. Business and Management Course Companion. Oxford, Great Britain. Bell and
Bain Ltd, 2009
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
plants, improve quality and the rate of production and increase worker
salaries, enabling the business to attract and retain higher quality
employees.
A Higher Market Share - This merger will create a higher market
share as both businesses combine their sales. This will create a dominant
environment for the business and improve its reputation and experience,
which can attract new costumers.
Pricing Power - due to a higher market share and improved service,
Manchu and Company X can now charge more for their products as their
customers are
Synergy – Synergy is usually associated with the result that occurs
when two companies form a greater company when combined together.
Simply stated, synergy is the phenomenon that 1+1=3. 15 The owners of
both companies clearly stated in the interview that the strongest motive to
merge apart from company growth was the powerful entrepreneurship team
16
that the companies constitute together.
Revenue-Enhancing Synergy 17– The revenue of the two combined
companies has the potential to be greater than the individual revenue of
each company when added together18, this will enable the companies to
reinvest and increase it’s market share.
V. Disadvantages of a Merger
A merger could fail, in fact – 70% do. Also, mergers have unexpected difficulties
as listed below:
Loss - If the merger doesn’t work as planned and produces losses,
the businesses might not be able to cover the initial costs of the merger and
this will result in lower profits than the aggregate profits before the merger.
This would be demotivating and, if severe, could cause both businesses to
fail.
Conflicts - There might be conflicts between executive team
members caused by cultural differences and “turf wars”. This may lead to a
demotivating working environment and will make decision making a much
harder and slower process.
Broader and deeper Span of Control - Due to the merger
management’s span of control may increase and become too broad and
deep slowing down decision-making and creating less control over the
business as a whole. This could cause inefficiency and lost market
opportunities.
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Appendix – Interview CEOs
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
improved service and the merged business’ market share is likely to grow.
Importance: 5/10
Motivation - Merger of the executive team will release entrepreneurial
energy and allow the merged company to use complementary skills. The
synergy between the two companies will produce the same products but in
a quicker time and of a higher quality. The input of specialist skills, ideas,
connections and resources is likely to cause higher productivity. The
interaction of the two companies will cause a positive effect and is likely to
offer many growth opportunities in the future. The unity of the staff is very
important in the merger, as they are the key that builds the company and
they are the components of a successful merger. Importance: 10/10
Productivity - Synergy is likely cause higher productivity and also a greater
sales rate25, which will result in a larger market share and a better overall
business performance owing to lower unit costs. Due to higher market
share that theoretically should result in a higher cash flow, the value of the
higher market shares value is likely to increase. Therefore, the value of the
merged company will go up. The merged company will obtain higher profits
which can be reinvested in developing a strong united work force operating
a more successful company. Importance: 5/10
Quality Products - Quality checks along the production line will, reassure
the objective of the company to have top quality products. Importance: 8/10
Greater Range of Products - The businesses might be able to be less
dependent on one set of products, and might be able to grow into a new
field such as exporting, etc. Importance: 3/10
Restricting Forces
25
Mergers & Acquisitions from A to Z By Andrew J Sherman
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
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Appendix – interview with senior executive team employee
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
Rise in Tax or Interest Rate – A rise in tax can occur due to changes
in the economy during recession. However, the merged company with
outlets in multiple jurisdictions, there is more flexibility to react to the tax
changes, so it might be somewhat an advantage to the companies. 3/10
Currency Rates – There is a high pressure from the USA and
European countries complaining that the Chinese Yuan is undervalued by
40% and that the Chinese currency rate is kept artificially low by the
Chinese government in order to keep exports cheap and GDP growth rising
in China. If the Yuan exchange rate rises there will be less competition and
less production in the economy in China as Chinese made products will
become more expensive for foreign consumers. This is a threat to the
merger as it can cause an overall state of loss or even a close down. 3/10
Sum: 28/70 = 0.4
VII. Evaluation
Looking at the advantages and disadvantages and Lewin’s Force-Field Analysis of
the possibility of a merger between the two companies, Manchu Inc. and Company
X Inc., enabled me to spot the areas that will specifically effect the merger and
gave me the means to step closer to making a final decision.
Communication – The most vital objective of the merger is a planned
out communication system. Since both businesses are individually small
and have a friendly working environment where workers are appreciated
and used to being treated as “Type Y” workers of McGregor's “X and Y
Theory”, the CEOs must assure that the working environment is still
supportive and they must increase communication. This will satisfy the
theoretical success of the merger.
Training - In order to create a strong workforce and equip workers
with the needed skills and knowledge of the new orientation after the
merger training sessions should be provided. “A recent Walker Information
study of employee loyalty found that two areas that drive loyalty are the
businesses’ focus on employees, and training and development
opportunities. Engaged, motivated employees are more likely stay in their
jobs, and reduction in employee turnover boosts the bottom line 27.”
Motivation and performance will increase as staff are trained to use the
current technology of the companies.
Structural Integration – The vertical merger will provide synergy to
the merged company and, as discussed above, the advantages of a merger
are a significant benefit to the business. Yet, the vertical integration will also
cause staff reduction. As stated in the interviews with the owners, the staff
are family like and the working environment is spectacularly motivated. My
personal thought is that due to the growth that will come with the merger,
and the general small size of the companies in terms of employees,
reduction and turnover rates will not be as significant as they are expected
to be, as more jobs will be created with the growth. Therefore, theoretically,
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Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
reduction should not be viewed as a big (or maybe the biggest) barrier to
the merger.
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Mergers: What Can Go Wrong and How to Prevent It By Patrick A Gaughan
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Appendix – Interview CEOs
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The management of Manchu Inc. and Company X inc. stipulated that specific figures
as to private information would not be given and therefore could not be part of the
discussion in this analysis
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
IX. Appendix
Relevant information from interview with the owners of Manchu Inc. and Company
X Inc.
Amit: Could you please give me a brief summery of your company?
Mr. M: The Company Manchu inc. was established in 1983 in Hong Kong as a
garment trading company. Between 1983 and 1987 the company developed
trading by increasing the numbers of importers and customers mainly in China. In
1988 they bought a factory importing company in the Philippines through USA. In
1992 they expended into trading and manufacturing as they bought a new factory
in Mongolia. In 2004 they sold the company in the Philippines and in 2007 all
trading with Mongolia stopped and the factory shut down.
Their main customers are Abercrombie & Fitch, American Eagle Outfitters,
Guess? And White House Black Market.
Mr X: the only information I can provide is that our business is incorporated in
China, and operates in the Garment and Textile sector. We have good
understanding of the Chinese governmental regulations regarding business.
Amit: Tell me about the way in which your companies work together?
Mr. M and Mr X: Manchu’s strengths are in the development of products (trend
concepts, fabric testing, style, sampling). Company X’s strengths are in the
production sector(adaption, prototype samples, fitting, final product). Together they
make up a stronger company. They ‘complete each other’.
Amit: What do you think is the biggest reason to merge?
Mr. M and Mr. X: Since we know each other very well and have experience of
never failing teamwork, we believe that a merger would make everyone happier,
and would improve all aspects of the company. The entrepreneurial energy by the
executive team is phenomenal! This is defiantly the one reason that pushed us to
think of a merger. Apart from that, growth plays a big role too as it is the main
objective of both Manchu Inc. and Company X Inc. Synergy was defiantly the main
reason that brought us to the stage of deciding whether to merge or not.
Apart from that like any other business our main goal is to essentially increase
profits.
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
X. Work cited
Books:
Clark, Paul and Golden, Peter and O’dea , Mark and Weiner, John and
Woolrich, Phil. Business and Management Course Companion. Oxford,
Great Britain. Bell and Bain Ltd, 2009
Cooper, Cary and Gregory, Alan. Advances in Mergers and Acquisitions
Volume 2. Oxford, United Kingdom. Elsevier Science Ltd, 2003
Frankel, E. S. Michael. Mergers and Acquisitions Deal-Makers : Building a
Winning Team SECOND EDITION. Hoboken, New Jersey. John Wiley &
Sons Inc, 2007.
Frankel, E. S. Michael. Mergers and Acquisitions Basics : The Key Steps of
Acquisitions, Divestitures and Investments. Hoboken, New Jersey. John
Wiley & Sons Inc, 2005.
Gaughan, Patrick A. Mergers: What Can Go Wrong and How to Prevent It.
Hoboken, New Jersey. John Wiley & Sons Inc, 2005.
Harding, David and Rovit, Sam. Mastering The Merger. United States of
America, Harvard Business School Press. Bain & Company Inc, 2004.
Sherman, Andrew J and Hart, Milledge A. Mergers & Acquisitions from A to
Z. United States of America. AMACOM, 2006.
Websites:
Adler, Michael and Dumas, Bernard. International Portfolio Choice and
Corporation Finance: A synthesis. American Finance Association Journal,
1987.
http://www.insideindianabusiness.com/contributors.asp?ID=923
InterLINK Management Consultin. 2005.
http://www.interlinkbusiness.com/artmergers.html
University of Buffalo, 2007.
Candidate Name: Amit Shemesh Should Manchu Inc. and Company X Inc. merge?
Candidate Number: 003257 – 017
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