Collateral management with the help of financial services software

Collateral management allows lenders to employ less risk than they would have previously, by any number of unsecured financial transactions. Collateral has been an effective means for collecting unpaid debts for hundreds of years, so how does it work today? In today’s industry, it typically is considered bilateral insurance. Although in the last twenty years, collateral has taken many other forms: collateral outsourcing, collateral tax treatment, cross border collateralization, arbitrage, and several others.

Every transaction contains an element of risk, especially on transactions whereby cash is not the method of exchange. Some additional risk-free transactions are in the shape of stock and bond purchases, whereas transactions with a lot of risk include derivative deals, credit default swaps, business loans such as money market transactions and term loans. In the aforementioned transactions, financial institutions will typically demand some type of collateral in the following ways: cash, government bonds, notes, stocks, real estate, art, etc. The requirement for collateral is nearly required in transactions between counterparties including hedge-funds, lenders, brokers, and banks. Typically, collateral can be used in smaller loan situations, but they are of course vital for the larger transactions.

A lot of people are turning towards financial services software for the best advice with regard to collateral, even larger entities including banks are benefiting from software’s effortless functionality. A reputable collateral software program shares insights, methodologies, and strategies for making the right decisions. With predetermined, analytical data, the user is informed of the best decisions for his or her business. This is certainly an option for some.

Here are some useful terms to help understand some specifics regarding collateralization: a credit enhancement allows a borrower to receive the best rates possible. A credit risk mitigation opportunity is for private transactions that diminish risks, which the counterparty may default on entirely or partially. Moreover, a trade facilitation tool allows parties to diminish holds (limits, credit holds), so that parties can trade with one another instead of reaching an impasse. Lastly, an arbitrage opportunity uses tri-party transactions that require collateral.

There are far too many facets of collateralization to focus on entirely, so it may be wise to focus on OTC (over-the-counter) transactions because they are quite common. In these situations collateral is mandatory between two parties whether they are large or small. Despite the size of the financial institution, collateral is a must. For any business transaction risk management procedures must be in place, but often time’s accurate assessments border on the impossible. The best way to design a contract that benefits both parties is to steer away from jargon that confuses instead of clarifies. A contract that clarifies counterparty risks and settles bilaterally is the preferred method, instead of allowing clearing houses to negotiate the terms. For both parties to agree, supervisory guidance is the only option. Moreover, collateral authorities need to make sure that there are no illegal actions underlying the OTC agreement in place.

Cayman Islands Banking and Investment Fund Management

Cayman Islands financial services not only include standard banking offerings, but total wealth management. The Cayman Islands have also emerged as one of the world’s leading investment fund centers, driven largely by the welcoming environment and good reputation of the Islands, and bolstered by the opening of the Cayman Islands Stock Exchange. If you want to maximize your offshore investments and achieve the best in privacy and asset protection, Cayman Islands financial services can provide you with a variety of options to suit your individual needs.

Cayman Islands Investment Fund Management

As of 2007, there were 8,972 mutual funds regulated by the Cayman Islands Monetary Authority (CIMA). Under the Mutual Fund Law of 1996, investment or mutual funds with more than 15 members must be individually licensed, or must be administered by licensed mutual fund administrators.

The Cayman Islands have also long been the jurisdiction of choice for registering hedge funds. More than 80 percent of the world’s hedge funds are registered with CIMA, and more stringent rules from the SEC in the United States continues to encourage US fund managers to register their funds in the Cayman Islands. Actual management of the funds is subcontracted to American or British firms.

The Cayman Islands Stock Exchange opened in July of 1997 and specifically targeted mutual funds and specialized debt securities. Funds of funds and umbrella funds are accepted, and there are no restrictions on investment policies. Funds can either be established locally or outside of the Cayman Islands in a recognized jurisdiction. Listing on the Cayman Islands Stock Exchange can be done in as little as one to two weeks, and as of mid-2007, the Exchange had more than 1,400 listings with over $123 billion in market capitalization.

Funds currently listed with the Cayman Island Stock Exchange include:

• Cayman companies

• All types of investment funds including mutual funds, closed-end funds, unit trusts, and investment partnership funds

• Debt securities, bonds and notes of international issuers

• Secondary listings of other equity securities

The Cayman Islands Stock Exchange has qualified for recognition by the United States Securities and Exchange Commission, the United Kingdom Securities and Investments Board, and other major securities regulators.

Cayman Islands Wealth Management

Contrary to standard investment management – the process of managing assets such as stocks, bonds, cash, and mutual funds to achieve a goal such as a retirement or college fund – wealth management inspects everything that impacts your net worth. Privately-held businesses, personal residence, vacation property, insurance policies, loans, taxes, and the needs or potential needs of beneficiaries are all taken into consideration. Cayman Island financial services work with you to ensure your assets are not only protected, but that they are going to grow in such a way as to provide for the ongoing financial security of your entire family.

Cayman Islands Investment Banking

Differing from a traditional bank, investment banking services analyze your financial situation, market conditions, and potential risks and give you advice on how best to make your money grow for you. Such services can include securities underwriting, stock and bond trading, facilitating mergers and acquisitions, funding and arranging syndicated loans, and providing advice to companies on such things as pricing of securities.

Take advantage of one of the many Cayman Islands financial services that can help you put your money to work for you under the umbrella of tax protection and confidentiality that the Cayman Islands offer.

Permal Fx Financials And Futures – Types of Foreign Currency Hedging Vehicles

Permal Fx Financials And Futures

The following are some of the most common types of foreign currency hedging vehicles used in today’s markets as a foreign currency hedge. While retail forex traders typically use foreign currency options as a hedging vehicle. Banks and commercials are more likely to use options, swaps, swaptions and other more complex derivatives to meet their specific hedging needs.

Spot Contracts – A foreign currency contract to buy or sell at the current foreign currency rate, requiring settlement within two days.

As a foreign currency hedging vehicle, due to the short-term settlement date, spot contracts are not appropriate for many foreign currency hedging and trading strategies. Foreign currency spot contracts are more commonly used in combination with other types of foreign currency hedging vehicles when implementing a foreign currency hedging strategy.

For retail investors, in particular, the spot contract and its associated risk are often the underlying reason that a foreign currency hedge must be placed. The spot contract is more often a part of the reason to hedge foreign currency risk exposure rather than the foreign currency hedging solution. Permal Fx Financials And Futures

Forward Contracts – A foreign currency contract to buy or sell a foreign currency at a fixed rate for delivery on a specified future date or period.

Foreign currency forward contracts are used as a foreign currency hedge when an investor has an obligation to either make or take a foreign currency payment at some point in the future. If the date of the foreign currency payment and the last trading date of the foreign currency forwards contract are matched up, the investor has in effect “locked in” the exchange rate payment amount.

* Important: Please note that forwards contracts are different than futures contracts. Foreign currency futures contracts have standard contract sizes, time periods, settlement procedures and are traded on regulated exchanges throughout the world. Foreign currency forwards contracts may have different contract sizes, time periods and settlement procedures than futures contracts. Foreign currency forwards contracts are considered over-the-counter (OTC) due to the fact that there is no centralized trading location and transactions are conducted directly between parties via telephone and online trading platforms at thousands of locations worldwide. Permal Fx Financials And Futures

Adidas-Reebok Merger

OVERVIEW

 

Footwear is no longer viewed as a commodity that just offers protection for feet. What was hitherto considered a ‘Want’ is today a basic ‘Need’. Today, the footwear trade is a vast and dynamic operation involving huge economies of scale. The low-cost countries are gaining foothold in international markets leading developed countries to import and outsource so as to meet their requirements. The athletic shoe segment is highly competitive in nature with the major players such as Nike, Adidas, Reebok and New Balance striving to retain their market share and the smaller players such as Puma trying to gain market share. Important features of this competitive segment are heavy advertising, celebrity endorsements, brand awareness programs etc. Until the 1970s, Adidas, the German sports company, was the market leader in the US due to its product innovation. In the 1970s and 1980s, Nike & Reebok grabbed their share by redefining the product offering and aggressive marketing. Adidas failed to retaliate. Their market was undergoing several crises due to changes in leadership. In the 1990s, though Adidas was revived by a turn-around specialist, it was not a challenge to Nike. Adidas expected its takeover of Reebok to give increased clout with dealers’ leverage of endorsement deals and sponsorships and access to wider consumer base. The Adidas-Reebok merger vaulted the combined entity into the second place in the American athletics shoe market behind Nike. The takeover of Reebok doubled the German group’s North America sales. The Adidas Group’s purchase of Reebok North America showed an obvious attitude to ensuring that the Corporation’s overall objectives will be achieved. With the acquisition, a focus on increasing the band’s apparel offerings and sharpening the brand’s image has been set. This will allow for an expansion of global position and gaining a broader presence in key markets. To emphasize this fact, Adidas has now replaced Reebok as the official apparel supplier to the American National Basketball Association for the next 10 years. With the two company’s combined strengths, an aim to widen the organisation’s overall profile and global dominance is now more than ever possible

 

EXECUTIVE SUMMARY

 

The three leading sportswear companies in the world are Nike, Adidas and Reebok. In August 2005, Nike was the leader in global market share with 32.9% compared to the recently constituted Adidas-Reebok organisation that had 26.3% market share. In the largest market in the world, the United States (US), Nike had 36.3% market share in August 2005. Following the acquisition of Reebok in August 2005, the market share of Adidas-Reebok in the US jumped to 21.1% from 8.9%.

 

The purpose of this study is to provide an analysis of the newest merger in the footwear and apparel industry between Adidas and Reebok. It is also to identify and further examine the ways in which the Adidas Group will achieve a sustainable competitive advantage relative to market leader (Nike). We inform the reader about the nature of current market standings in the industry and identify specific synergies developed through the acquisition in order to evaluate the impact of Adidas- Reebok merger on the sporting goods industry.  

 

 

 

 

INTRODUCTION

 

On August 3, 2005, Adidas-Salomon AG announced its plans to buy all outstanding shares of Reebok International Ltd.’s stock at $59.00 per share, for a total of $3.8 billion. Upon announcement, Reebok stock rose 30% while Adidas climbed 7%. As stated by Herbert Hainer, CEO of Adidas, “This is a once-in-a-lifetime opportunity to combine two of the most respected and well-known companies in the worldwide sporting goods industry. Together, we will expand our geographic reach, particularly in North America, and create a footwear, apparel and hardware offering that addresses a broader spectrum of consumers and demographics” (Adidas.com). A primary goal of the acquisition has been to challenge industry leader Nike for a higher share of the United States sporting goods market as well as the global sporting goods market. The acquisition has prompted much discussion as to what the future holds for the sporting goods industry and its major players.

 

Athletic Wear Market Share

 

 

 

 

I- CORE COMPETENCIES & COMPETITVE ADVANTAGE

 

Competitive advantage is a special edge that allows an organisation to deal with market and environmental forces better than its competitors. Whereas, sustainable competitive advantage is one that is difficult for competitors to imitate. This distinction is essential when evaluating the acquisition and its effects.

 

A merger of this scale is inherently complex, dealing with issues such as global positioning of companies, corporate cultures, and the allocation of resources. To better understand the advantages gained from the Adidas-Reebok merger, we have examined the following: Through these various analyses, we have discovered that the importance of branding is paramount for success in this industry.  Our research also identifies the specific danger of competition between Adidas and Reebok.

 

Our analysis of the Adidas-Reebok merger shows how it will gain a sustainable competitive advantage that may one day dominate the footwear industry both domestically and internationally. The fact that Adidas and Reebok control such different aspects of the shoe industry will help to ensure their success.

 

To fully understand how Adidas-Reebok will gain a sustainable competitive advantage over Nike, the situation must be looked at from several different points.  These include industrial, customer and competitor analyses, as well as a look at the different marketing strategies and changing marketing trends.

 

Adidas Core Competencies

 

–        Technology

–        Customer focus

–        Brand recognition

–        Supply chain

–        Collaboratively competitive

 

 

Reebok Core Competencies

 

–        Trend Identification

–        Ability to market to a niche segment

–        Women’s shoe design

–        Design expertise

–        Celebrity relationships

 

Combining Core Competencies

 

–        Adidas technology with Reebok design

–        Adidas sports with Reebok women’s market

–        Adidas shoes with Reebok apparel

–        Adidas global strength & Reebok US strength

 

Implementation

 

 

Sustainable competitive advantage

 

The athletic apparel and footwear industry emphasises branding more than any other competitive advantage. Through the use of advertisements, endorsements, promotions, and licensing agreements, the top companies in this industry have devoted much of their resources to brand recognition and loyalty. Adidas’ acquisition of Reebok will develop increased opportunities to achieve competitive advantage through branding. Furthermore, extended licensing agreements and contracts will allow the Adidas Group to sustain this advantage. 

 

Sustainable competitive advantage cannot be reached without the successful merging of Adidas and Reebok. The key to this success is how well they identify themselves. There is a very real danger of cannibalisation to occur between the two separate brands, where one brand takes away the others consumer base. However, Adidas Chairman and CEO Herbert Hainer made clear that “it is important that each of these brands must retain their own identity.”

 

Hainer points out that Reebok’s focused strategy is on the engagement of youth through sports, music, and technology. Reebok, he points out, is a lifestyle brand. On the other hand, Adidas’ focus is on superior technology and performance, coupled with a large international presence. As Hainer points out, “Adidas has positioned part of its product range in the lifestyle segment, but the company relies on the performance market. Lifestyle success to an authentic company is a bonus.”

 

Adidas will benefit from increased distribution in North America, where Reebok already has a significant presence. The addition of Reebok will enhance not only its position among the top US distributors like Foot Locker and Dick’s, but will also give Adidas-Reebok more power over promotions and in-store displays. Increasing its presence is the key to achieving sustainable competitive advantage, because the increased presence further engrains the most important advantage in this industry, brand name.

 

The acceleration of both brands is brought about through increased operating cash flows. Along with the increased operating capital, other synergies such as operating savings are realised. Catching up to Nike’s huge marketing budget is a challenge, but the increased operating costs coupled with the synergies will help promote further brand recognition through marketing.

 

Reebok has an extensive line of men and women’s apparel. The new company can combine Reebok’s apparel with Adidas’ new addition of fashion designer Stella McCartney, who has created an apparel line that integrates both sport and style. This innovative move shows that Adidas continues to look for new opportunities and markets in order to gain a competitive advantage.

 

In the past, Adidas has not been able to expand because it had problems shipping goods to the United States. It takes them about 14 days to ship from their factories in the Far East while Reebok can ship overnight. In the future, Adidas will be able to take advantage of Reebok’s existing distribution infrastructure in the U.S., while Reebok will be able to benefit from Adidas’ existing distribution infrastructure in Europe.

 

The Reebok brand will also gain sustainable competitive advantage through increased brand recognition. Globally, Reebok will benefit greatly from Adidas’ distribution around the world. Coupled with the cost savings and increased cash flow, Reebok’s marketing resources could increase.  

 

Combined R&D is helping speed development of cutting edge technologies, an important feature of the increasingly fast paced industry. Expedited research will develop higher consumer demand for innovation across all brands, putting pressure on Nike’s R&D capabilities.

 

 

II- FROM CORPORATE   TO    MARKETING STRATEGY

 

 

Porter’s Five Forces

 

Barriers to Entry – Low

Adidas and Reebok combined are able to control their costs effectively, giving them an advantage over emerging competitors in the industry. Their web sites are well- prepared and updated promotions attract online shoppers. There are many exclusive product differences in this industry that gives brand identity an immediate competitive advantage. The Adidas and Reebok brand is well-known globally and plays a major role in consumer decision making. Selling footwear is highly competitive; however, barriers to enter into this industry are quite low. Therefore, the footwear industry is broad with hundreds of retailers. Switching cost is low for the consumer, and may occur frequently depending on consumer preference and other factors affecting consumer buying decision.

 

Bargaining Power of Buyers – High

There are a large number of buyers relative to the number of firms in this industry. Therefore, companies like Adidas, and Reebok must continuously market their product and differentiate their brands against competitors, in order to increase sales and market share. The use of online tools has helped to enhance the accessibility among users. Brand identity plays a critical role in the buying behaviour; strong identity will offer consumers trust and loyalty.

 

Bargaining Power of Suppliers – Low

 There are many suppliers in this industry. In essence, there is very little differentiation among the suppliers which makes suppliers’ bargaining power non-existent. Leather, rubber, and cotton are commodity items and are available abundantly in the market place. Conglomerates such as Adidas, and Reebok have a definite advantage and power over their suppliers. These suppliers become dependent on these firms as their means to survival. Additionally, Adidas, and Reebok have standardised their input procedures pertaining to the materials used, their labour force, supplies, services, and logistics. Firms are able to switch between suppliers quickly and cheaply, due to the globalise networks of cheap labour on various continents.

 

Threats of Substitutes – Low

Buyers’ propensity to substitute is low. Consumer substitutes for athletic footwear products are low because there are little alternatives to switch, some substitutes for athlete footwear could be boots, sandals, dress shoes or bear feet. Consumers are not likely to substitute due to the performance specification of the product. For instance, a basketball player would not wear boots to play basketball. Therefore, there are no real substitutes for athletic footwear.

 

Rivalry among Existing Competitors – High

The rivalry among existing competitors in the footwear industry is quite high. Large firms such as Nike, Adidas and Reebok have grown immensely over the last two decades. Their global reach has expanded through all continents; this is evident using the Internet and e-commerce. Online selling has enlarged the reach for these firms allowing them to increase sales while minimising operating costs. Almost every large firm has a web site, and most of these web sites contain virtual stores which provide convenience to consumers. Most individuals in North America have access to high speed Internet and online purchasing has become the new trend for the twenty first century.

 

 

 

 

 

Threat of Substitute Products or Services

(low)

 

 

 

 

 

 

 

 

 

Supplier Power

(low)

 

 

 

Rivalry Among Existing Competitors

(high)

 

 

Buyer Power

(high)

 

 

 

 

 

 

 

 

 

(low)

Threat of New Entrants

 

 

 

 

 

 

 

 

 

Reebok is located in the upper-left portion of the chart, identifying it as employing a cost leadership strategy.  It is concerned with offering affordable shoes to a very broad market.

 

Adidas is located in the upper-right portion of the chart, identifying it as employing a differentiation strategy.  This company is constantly developing new technology and innovation in the industry.  Examples of this include the new microchips Adidas has developed to mechanically adjust the shoe’s cushioning.

 

 

SWOT Analysis

 

Adidas-Salomon SWOT Analysis (before the merger)

 

Adidas-Salomon was a leading player in the sports good manufacturing industry. The company had posted a very steady growth in its sales revenues in recent years, essentially as a result of its strong brand image. The company had market leading products and strong brand names including Adidas, Salomon, TaylorMade and others which were further strengthened by its strong commitment to product innovations. Furthermore, on the supply-chain side the company’s commitment to reduce lead time for manufacturing footwear had enabled the company to avoid the warehousing of products.

 

 

 

Strengths

 

Leading player in the sporting goods industry

The company was amongst the top players in the sporting goods industry due to its strong brands, market-leading products and commitment to sports for meeting consumer expectations. The global sportswear market (Euro 45 billion) was dominated by Adidas-Salomon and Nike and, at a certain distance, Reebok, PUMA and New Balance. Adidas-Salomon’s brands include Adidas, Salomon, TaylorMade and others, which had very strong brand name recognition in markets served. The company’s products served many markets and include footwear, hardware, apparel, snowboard, golf-related and other products.

 

Steady increase in sales revenues

Adidas-Salomon’s revenues from sales have been steadily increasing as reflected in the last five years’ sales performance ending 2002. From E5.1 billion of sales in 1998 to E6.5 billion in 2002, the performance has improved by a CAGR of 7%. Though sales declined by 3.9% in 2003 over 2002, it was mainly due to currency translations. The company has been able to achieve this steady growth in revenues due to its strong brand image, continuous commitment to product innovation that is consumer focused. Such a steady growth in the company’s revenue performance helped in maintaining a very good image for the company and improved investor confidence. Additionally, the company reported an outstanding operational and financial performance in the first half of fiscal 2004. This underlined the company’s momentum, with quarter on quarter sales improvements for all brands, and a record gross margin and earnings growth of almost 40%, marking the strongest first half year performance in the company’s history.

 

Successful new product innovations

The company had consistently launched new products and this has enabled it to widen its portfolio and also enhanced its competitive position. Each company brand targeted a specific market and new products were introduced based on their requirements. This has helped the company achieve a greater degree of success. During 2002-2003, the company launched ClimaCool and a3 in its running shoes category, which were big successes. The company sold over 500,000 pairs in a3 and over one million in ClimaCool. Furthermore, in the basketball shoes division, the T-MAC and T-MAC were the bestselling in the US market in 2002 which has led to the release of T-MAC 4 lace less footwear for 2004. The company’s continuous commitment towards new product innovations not only improved revenues but also helped in strengthening its relationship with its customers and attracts new customers. In May 2004 the company introduced what the company described as the first Intelligent Shoe – called “1″, the shoe provided intelligent cushioning by automatically and continuously adjusting itself.

 

Lead time improvements

The company had considerably improved the lead-time required for footwear manufacturing through lean manufacturing principles. Earlier in 2000, the company used to take 120 days for producing footwear; by 2003, this had been reduced to around 60 days. Such a reduction was made possible as a result of the company’s efficient implementation of lean manufacturing principles which helped in removing non-value-adding procedures and activities, improved labelling, special handling and other such activities to reduce time taken. These process improvements have helped the company in avoiding warehousing of its footwear products.

 

Marketing strength

The company had planned and implemented major advertising campaigns during 2004. The company’s immense size and strong position have afforded it the opportunity to undertake global advertising campaigns with focus on TV, print media and outdoor advertising as well as point of sale and PR activities. The campaign “Impossible is Nothing”, included top athletes from different disciplines such as Muhammad Ali and his daughter (brand image, boxing and lifestyle), Haile Gebrselassi (brand image, running), David Beckham (brand image, football) and Tracy McGrady (brand image, basketball).

 

Weaknesses

 

Unfocused strategy

The strategy of Adidas-Salomon was lacking focus. This is because it has a very broad product portfolio, including sport performance products for athletic sports, basketball, golf, tennis, Nordic disciplines, cycling and fashion oriented products. Rival Puma has demonstrated that focus can translate into a high profitability.

 

Over-dependence on Adidas brand segment

While the purchase of Salomon, the French maker of ski and golf gear, steered the company into the equipment arena, the company generated 79% ($4.9 billion) of its total revenues of E6.3 billion from the Adidas brand segment in 2003, while the other two contributed to the balance. Despite a strong image for the TaylorMade and Salomon brands, they generated only about 21% of the total revenues. The company’s over-dependence on the Adidas brand segment, which mainly serves the athletes’ requirements, makes the company’s overall revenues susceptible to the market conditions in this segment.

 

High level of long-term borrowings

Though the company reduced its borrowings by E181 million against 2002, the level of borrowings was still very high. At the fiscal year end 2003 the company’s long-term borrowings as a percentage of equity were very high at around 146%, which amounted to E1, 574 million. Such high debt level affected investor confidence in the company and makes low-cost funding of growth plans difficult. By half year fiscal 2004 strong cash flow had enabled more progress in debt reduction has been (net borrowings at June 30, 2004 were E967 million, down 39% or E616 million versus E1, 583 billion in the prior year) made but debt remained high.

 

Order cancellations

2003 revenue growth was substantially below the company’s first impression from year-end 2002 order backlogs, which were up a strong 14%. As 2003 revenues growth was only 5%, significant order cancellations in the course of the first half of 2003 are evident. The company achieved revenues that totalled E6, 267 million ($7,570.4 million), a decrease of 3.9% against the previous years revenues that totalled E6, 523 million.

 

Opportunities

 

Strategic acquisitions and agreements

The company made a few strategic acquisitions during 2004. In September Adidas and Stella McCartney announced a long-term partnership in New York, presenting the Adidas by Stella McCartney sport performance collection. For the first time ever a high-end fashion designer had created a functional sport performance range for women. The first collection was available in stores across the US, Japan and Europe in spring/summer 2005. It offered products for running, gym/workout and swimming as well as cover-ups. The Adidas by Stella McCartney range shows the company’s willingness to innovate in the women’s sportswear market. Adidas-Salomon acquired Valley Apparel Company of Cedar Rapids, Iowa in June 2004, a producer and distributor of collegiate and professional league apparel and accessories. It served small- to mid-size retailers, such as sporting goods stores, department stores, fan shops and college bookstores. It has a reputation of producing and delivering large quantities of apparel and branded accessories within hours of a team’s victory. In early 2003, the company acquired the Maxfli brand of accessories and other golf related products from Dunlop Slazenger Group through its TaylorMade-Adidas division. This acquisition has helped the company in offering market leading products in all the golf categories and has improved its global market share to 16% from less than 1% prior to the acquisition. The company also entered into a strategic agreement in June 2003 with the INTERSPORT International Corporation (IIC), a multi-sport retailer, in order to strengthen its sales and distribution network. Specifically, the four year agreement will – in time – strengthen the company’s sport performance, casual, Salomon and other products’ sales.

 

Supply-chain and manufacturing initiatives

The company’s success in reducing footwear manufacturing time was likely to continue in the future also. The company planned to reduce its production time further, which has helped the company achieve faster delivery of its products to the retailers, thereby reducing inventory costs. On the supply-chain side, the industry faces a problem due to longer time to market. The total time taken is about 15 to 18 months of which 12 months are spent in creation of the product, while the balance of the time in arranging for the raw materials, production and delivery to the retail stores. The company also planned to implement a new model for its supply chain, which will considerably reduce the time taken and improve cost efficiency, etc. This initiative helped the company in serving its customers faster, thereby gaining a competitive edge over its peers. 

 

Sponsoring sporting events

The company’s sponsorship of major sports events brought great recognition to its products. Adidas supplied more than 1.4 million products to federations, volunteers, officials and others during the 2004 Olympics. Following a successful marketing campaign at the Euro 2004 Soccer Tournament in Portugal, the company once again expected to achieve new record sales in football during 2004. During 2002, the company sponsored FIFA World Cup Championship in Korea and Japan and was acclaimed as the most visible among the brands advertised during the event and was viewed by 44 billion cumulative spectators during the course of the event. Furthermore, in the Winter Olympics of 2002, the company sponsored over 50% of the participating athletes who won about 200 medals. Adidas has a life-time agreement with Kevin Garnett (most valuable player of the NBA 2003/2004). It also signed a six-year cooperative agreement with Chinese Football in June 2003. The company sponsored the World Cup in 2006 held in Germany. Sponsorship of these events helps the company in building its Sport Heritage, Sport Style and other such divisions. For instance, the Sport Heritage division grew into an Euro 900 million businesses and doubled its sales from 2001 to 2003.

 

 

 

Own retail stores

In 2003 Adidas generated 9% of group revenues in own retail outlets. A significant number of new shops did not positively contribute to earnings because the cost for new shops (of hiring of sales people and training costs etc.) exceeded early revenues. This will begin to level out going forward and the company will continue to open own retail shops. Management recently explained that own retail sell-through was positive in the US in 2003 in contrast to external customers. The company is therefore planning to open 15 new US shops in the coming two years and 40 worldwide. Management expects Sport Heritage to grow again from 2004 driven by more own retail stores and no more cutting of external points of sales.

 

Threats

 

Competition

Adidas operated within a highly competitive market which in many cases overlaps into other markets as sportswear retailers increasingly compete with fashion retailers. The company’s traditional competitors like Reebok, Nike and Puma made competitive levels intense, but the addition of casual footwear and apparel manufacturers such as Tommy Hilfiger, adding a designer edge to the market, had increased competitive levels. Companies had come under increasing pressure recently from products designed for the value conscious consumer. Adidas have long been one of the premium brands in sportswear and have charged accordingly, though this strategy is coming under more pressure as cheaper substitute products are bought by consumers adding to problems in terms of customer retention.

 

Foreign exchange fluctuations

The company’s manufacturing activities were mostly concentrated in China and other Southeast Asian countries. Since most of these countries transact in US Dollars, the company incurred about 70% to 80% of its outsourcing expenditure in US Dollars, whereas, the company’s revenue generation in US dollar and other non-Euro currencies is comparatively lower. Hence, adverse changes in the exchange rate between US dollar and Euro had a negative impact on its overall revenues.

 

Weak global economy

The GDP of European countries have grown at a negligible rate and are unlikely to improve in the near future. Similarly, the Latin American markets such as Argentina and Brazil continue to witness weak economic conditions, while the Southeast and Middle-East regions continue to reel from political unrest. Thus, the company’s revenues were significantly affected due to these adverse economic conditions.

 

Impact of scandals in the US and Germany

Accounting scandals across industries in Germany and the US have impacted upon the company’s stock performance. The weak performance of many companies in the sports goods industry adversely affected the investor confidence in the industry. Thus, external factors can have an adverse impact on the company’s stock price performance and might in turn affect its brand’s value.

 

 

Reebok SWOT Analysis (before the merger)

 

Reebok International was a major player in the sports and fitness products market, with a particular emphasis on footwear. Its main strengths lied in its size and strong brand awareness. While footwear is clearly its core product, concerns were being raised over its comparative disinterest in the associated athletic apparel market, which is over twice the size of the footwear market.

 

 

 

 

Strengths

 

Growing sales revenue

As part of a strategy to grow quality market share, the company continued to invest in three key product and marketing platforms: Performance, RBK and Classic. Reebok International was the second largest manufacturer of athletic shoes in the US, behind Nike. The Reebok brand continued to drive sales pushing it closer to major competitors, Nike and Adidas. Reebok had become the number two or number three brand in most of its overseas markets. It held around 10% of the global market, compared to Nike’s 34% and Adidas’ 15%. The company has been able to increase revenues and improve operating margins despite some challenging retail conditions in many key markets around the world in 2004.

 

Excellent marketing strategy

The company employed a strategy of reinventing its brands in order to gain market share. In order to enhance its Reebok brand, the company introduced a new street inspired product collection, RBK, in 2002, followed by an effective marketing strategy which carried into 2003 and 2004. During 2003/2004, the Reebok product offerings generated healthy sell-through performance at retail. Alongside reinventing brands, the company introduced new marketing campaigns to promote them. To support the RBK product Reebok created a marketing campaign entitled Reebok’s “Sounds and Rhythm of Sport,” which fuses music and entertainment with sports and performance. The combination of relevant products and a new marketing campaign improved the performance of the Reebok Brand in the athletic specialty channel of distribution. Reebok has achieved positive market share comparisons in the critical athletic specialty and sporting goods channels of distribution (as of October 2004).

 

Celebrity associated sponsorships

The company expanded its product offerings into more lifestyle and performance categories, introducing new product segments for both the NBA and NFL, including NBA and NFL footwear, classic lifestyle apparel and performance gear for off-the-field activities. Reebok sponsored many top athletes in tennis; Andy Roddick and Venus Williams; as well as music stars Jay-Z, Pharrell Williams and 50 Cent. Yao Zing’s impact in the Asian market is hugely important to Reebok. Affiliating itself to such globally renowned celebrities enhanced the company name among many different customer groups.

 

Strong women’s sector

Another one of Reebok’s strengths was its success in the women’s sector. The market for women’s athletic shoes is larger than that for men, accounting for around 46% and 40% of the sector’s value respectively. In volume terms, the women’s sector was even more important, 46% compared to 35%. Reebok’s market share of women’s athletic shoe sales was around 35%, and has been boosted by its ‘It’s A Woman’s World’ marketing campaign.

 

Weaknesses

 

‘Classics’ under fire

The company had come under fire from its rivals in the classics department. In the past Reebok has controlled this shoe category without much competition, however companies such as Nike and Adidas were coming up with their own ‘classic shoes’. Reebok were still the market leaders in that area but the gap kept narrowing.

 

Low market share in apparels

Reebok controlled only about 1.4% of the apparel market. This posed a problem when squaring up with its fierce competitor, Nike. The footwear market’s growth was slowing. Athletic apparel gives scope for a larger and more diverse range of products, keeping the market fast moving. The apparel market was 2.4 times larger than the footwear market. Nike took charge there, with its innovative designs, and contracts with sports teams and organisations throughout the world.

 

Danger of stockpiling products by retailers

Futures, or ordered in advance sales, represented around 60-70% of Reebok’s business. This has been valuable to Reebok in the past; however five of the company’s brands that represent around 60% global market share could cause problems in the future. Futures growth for these five brands was around 9.5% on a dollar-weighted basis. This growth was alarmingly fast. Reebok had to be careful as retailers may be ordering more than they can sell. This could result in a sudden cut off in orders, leaving the company with large inventories and a decrease in sales.

 

Opportunities

 

Increase average shoe price

Reebok’s average price per shoe in athletic footwear stores, which account for around 15% of the market, was considerably lower than average. Its average price per shoe is $45, compared with an outlet average closer to $60. The company’s lower than average shoe price is partly due to the high percentage of basic products sold, which is itself partly attributable to its traditional position in the women’s sector. This left plenty of space for the company to muscle in on higher priced sales, as its products and promotional efforts improve. As well as raising brand awareness, Reebok’s sponsorship deals helped the company increase its average sales price.

 

Draw attention toward new technological developments

Reebok had started developing its product to make it more modern and has invested heavily in added technology to enhance its shoes. Reebok had a lot to gain from a continued investment in more technologically advanced, premium products. In 2003, the company introduced new fashionable and technologically advanced products tied to new integrated marketing programs. These displayed an enhanced and prominent vector logo which ties back to the Professional athletes wearing the products on the field. This branding created a real point-of-difference for its performance products and should help to generate consumer interest at point-of-purchase. These products are supported at retail with a new performance marketing campaign, which utilises the athletes and the vector logo in new and creative ways. This campaign included television, print and in-store marketing packages.

 

Encourage a strong brand push in Europe

The company planned to enhance its European market, recruiting new management talent and initiating an aggressive program to regionalise this business utilising a consistent brand image throughout Europe. Reebok executed unified product, marketing, and sales strategies across all borders in Europe, thereby presenting the Reebok Brand in a more relevant and consistent manner.

 

Exploit Nike’s lack of high profile sponsorship

Nike, the world’s most successful sportswear brand and footwear producer struggled to fill the void vacated by Michael Jordan. This was the first time in a long time that Nike did not have an eminent sports star to spearhead their marketing drive. This has left an opening for the likes of Reebok to exploit, particularly in the basketball arena. The company took the Chinese sensation from Nike, Yao Ming, hoping to increase market share by 10% to 30% by 2006.

 

Threats

 

Over reliance on footwear sales

Footwear is Reebok’s largest division and the company relies fairly heavily on the footwear market. That was a competitive field experiencing much slower growth than in previous years and, like most other producers, Reebok felt that it must do more to increase sales. Reebok had also to be aware that the market for more expensive footwear was slowing. This could ultimately force prices down, should this trend continue for a significant period of time. With the company so reliant on footwear, it risked losses, whereas other competitors such as Nike can fall back on their apparel division.

 

Diverted from historical markets

Reebok’s original success stemmed from the women’s aerobics market in the 1980s. It has since become apparent that the company has shied away from its roots. Reebok’s women’s products represent only 25% of its athletic apparel volume. The women’s apparel sector actually accounts for around 40% of industry sales, which suggests that Reebok risked losing out in the key market that transformed them into a global company.

 

Potentially expensive new product marketing

Until recently Reebok had not focused on either the men’s or the women’s apparel market for several years. Before it can build up sales significantly in this area, it had to instil confidence back into consumers that it is good at producing more than just ‘classic shoes’. This process could’ve proven to be both time consuming and costly.

 

Adidas-Reebok SWOT Analysis (After the merger)

 

Strengths

 

Weaknesses

 

Opportunities

 

Threats

 

 

 

Post merger performance

 

 

 

III. CREATING CUSTOMER VALUE, SATISFACTION

 

An annual report produced by Interbrand (2006), in cooperation with BusinessWeek, ranking the top 100 global brands shows that Adidas was ranked 71st and Nike 31st. The ranking is based on brand value, which is defined as “the dollar value of a brand, calculated as net present value, or today’s value of the earnings the brand is expected to generate in the future”. Given that this puts both brands ahead of corporations such as Shell, Porsche, and fashion brands such as Armani, Burberry and Levis, it signifies the strength of the two brands. Indeed, Adidas and Nike are the only sportswear companies in the top 100 global brands. The positions of the two companies during the previous five years had been relatively stable, with Adidas ranked at 70th, 68th, 67th, 69th, and 71st between 2001 and 2005 respectively, and Nike ranked at 34th, 35th, 33rd, 31st and 30th over the same period.

 

Customer loyalty has been a major focus of strategic marketing planning and offers an important basis for developing a sustainable competitive advantage – an advantage that can be realised through marketing efforts. It is reported that academic research on loyalty has largely focused on measurement issues and correlations of loyalty with consumer property in a segmentation context.

 

Many studies have been conducted on brand loyalty. However, in these entire studies brand loyalty (e.g. repeat purchase) has been measured from the behavioural aspect without considering the cognitive aspects. However, brand loyalty is not a simple uni-dimensional concept, but a very complex multi-dimensional concept. However, it does not clarify the intensity of brand loyalty, because it excludes the possibility that a consumer’s attitude may be unfavourable, even if he/she is making repeat purchases. In such a case, the consumer’s brand loyalty would be superficial and shallow – rooted.

 

After careful examination consumer non-durables report (based on the ASQ Analysis of Quality & Customer Satisfaction With Manufacturing Non-Durable Goods), we anticipate that the acquisition of Reebok by Adidas and the challenge for Adidas/Reebok—a combination of very different business cultures—would be to maintain quality as it attempts to go toe-to-toe with sales leader Nike. The acquisition was completed at the end of January 2006 without a hitch as far as Reebok’s perceived quality. The 2.4% gain by Reebok that quarter, coupled with a similar drop by Nike, puts Adidas-Reebok perceived quality firmly ahead of Nike. 

 

Nike also stumbles in comparison to Adidas-Reebok in terms of value. Consumers are much more likely to believe they get value for the money spent on Adidas-Reebok compared to Nike. And although Adidas-Reebok captures a significantly higher customer loyalty score than Nike, both companies are vulnerable on this score — with Nike posting the lowest and Adidas-Reebok the second lowest customer loyalty marks of any of the manufacturing non-durables companies.

 

Unlike the food processing segment, where manufacturing skills represent core competencies of the business, the athletic shoes segment’s core competencies are creating, marketing and distributing global brands. Manufacturing is almost entirely done by subcontractors operating primarily in countries where labour costs are low.

 

In this business environment, in addition to the usual challenges of supply chain management (at which Adidas and Reebok both excel), there is the added complication of addressing social responsibility issues such as fair labour practices and safe working conditions in cultures very different from the United States. A company’s performance in the area of social responsibility may also affect how consumers perceive the quality of the company’s products, since these issues are of growing concern to many consumers. While both companies have made strides in this area, they have been consistent targets of critics, and the high visibility of these issues may contribute to the fact that the athletic shoes category has the lowest perceived quality score among all manufacturing non-durables.

 

Nike, the market leader, on the other hand, has programs in place to provide oversight of working conditions and human rights issues in addition to managing supplier production quality at its contract manufacturers. Originally using third-party monitors, Nike now handles these functions internally. The company measures its overall performance with a balanced scorecard that includes compliance measures in addition to cost, delivery, and quality measures. The company has become an advocate for bringing into better alignment the codes of conduct of various compliance and monitoring organisations.

 

For companies the size of Adidas and Reebok, monitoring can be a major undertaking. Adidas-Reebok new company contracts with 41 footwear manufacturing plants and another 543 apparel manufacturing plants. Adidas-Reebok was the first footwear program to be accredited by the Fair Labour Association.

 

The athletic shoes industry falls 1 percent to 76, dragged down mostly by the performance of Nike. Reebok and Nike were tied in last year’s measurement, but they have moved in opposite directions by equal amounts this year. Reebok climbs 4 percent to 78, while Nike slipped to 72. The six point advantage Reebok enjoys over its nearest competitor is unusually large in any industry, surpassed only by Google in search engines, eBay in Internet auctions, and Wachovia in banks.

Reebok’s acquisition by Adidas may have contributed to Reebok’s increase in satisfaction. The combined brands led to a near doubling of U.S. sales, rivalling Nike in market share. Price increases eroded satisfaction across the industry last year, but this year Reebok has a large advantage in value for the money as perceived by its customers.

 

 

Adidas-Reebok Customer Relationship Management (CRM)

Adidas-Reebok new company is driving future success by engaging consumers with unique interactive product approaches and rewarding point-of-sale experiences. Adidas and Reebok brands must be competitive in this environment where consumers make their final purchase decisions based on availability, convenience and breadth of product offering.

There are examples what Adidas-Reebok has done:

 

Adidas Group website gives their potential customer possibility to zoom in on the product and also to see full information even its technology. Consumer also can choose colour and size easily, the website also offer product preferences by consumer behaviour.

Adidas-Reebok has offered discount for specific product or promotional in their website.

Process of buying is quite easy and easy to understand by customer. Adidas-Reebok also provide their websites with product tracking and account managing, so that customer cans easily tracking their order and or review their cart.

In managing their relationship with consumer, Adidas-Reebok gives them services to subscribe their newsletter. Customer can contact Adidas-Reebok through easy steps and if they aren’t satisfied with the product, they can refund it and the procedure of refund is explained in their website.

 

To manage their relation with small retailer, Adidas-Reebok offer “Affiliate Program” by giving them procedure to get commission in sales.

 

The Adidas Group, with its wide assortment of product lines, is challenged by an increasing individualisation of demand. There is a tendency towards an experience economy, a design orientation, and, most importantly, a new awareness of quality and functionality that demands durable and reliable products corresponding exactly to the needs of the buyer. Consumers with increasing purchasing power are increasingly attempting to express their personality by means of individual product choice. As a result, Adidas was forced to create product programmes with an increasing number of variants. This development makes forecasting and planning for Adidas more difficult than ever. The result? High overstocks, an increasing fashion risk, an enormous supply chain complexity, and the necessity to provide often large discounts to get rid of unwanted products. Adidas realised that implementing made-to-order manufacturing, instead of made-to-stock variant production, could become a promising option to manage the costs of variant explosion and broad product assortments. Adidas’ management board decided to head towards mass customisation (MC). The programme development started in the mid- 1990s, resulting in the mass customisation product range mi Adidas. It was launched in test markets in 2001, and introduced, on a wider scale, in 2002. The programme provides consumers with the opportunity to create unique footwear to their exact personal specifications in terms of fit, function and design in specialised retail stores or at selected events. The shoes are offered in selected markets MC can be seen from the Adidas perspective as an approach to improve both its operational performance and its competitive position by providing higher customer value. From market research studies and customer surveys we know that consumers love the system, and even make appointments to buy shoes. Other benefits to Adidas are outlined in the box below. However, these benefits come at a cost, as MC also brings a number of challenges. This process is called the elicitation of a mass customisation system. The supplier has to interact with the customer to obtain specific information to define and translate the customers’ needs and desires into a concrete product specification. However, instead of just listening to the customer, in many cases customers are performing this design (configuration) activity by themselves on a tool supplied by the manufacturer. The selling process turns into a co-design process.

 

 

IV. ANALYSING BUYING BEHAVIOUR

 

The sportswear market can be split into two separate markets: sports clothing and sports footwear. The mass-market for sportswear initially developed in the 1980’s with the growth of the training shoe market. This was initially passed off as a fad. However, during the late 1980’s and in the 1990’s, the sportswear market grew rapidly. In the early 1990’s, the sports clothing market overtook sports footwear, and since the early 2000’s, there has been a steady sales ratio of 70% clothing to 30% footwear in the overall sportswear market. Between 2000 and 2004, the overall sportswear market grew by 16.2%. However, during this period, sales of sports clothing grew 18.9% in contrast to sports footwear, which grew by 10.4%. One of the reasons for this is that price deflation of 13% occurred between 2000 and 2004, which encouraged consumers to increase the number of garments and pairs of footwear they buy each year.

 

 

Consumers of sports apparel in the US and their socio-demographic profiles

 

The Keynote Report on the Clothing and Footwear Industry (2006) revealed that an important characteristic of sportswear consumers is the bias towards men, in contrast to most clothing and footwear markets where women spend more and buy more frequently. A survey undertaken by NEMS Market Research survey on behalf of Keynote (2006: 93) found that the most widely used outlet for buying sports, leisure or casual clothing or footwear was a sports shop, with 55% of consumers stating this. The survey also found that sports shops were used by 72% of 16-19 years olds, 49% of 20-24 year olds, and 72% of 25-34 year olds.

 

Further information about the socio-demographic profiles of buyers is presented in the following table:

 

 

 

Nike

Adidas

Reebok

All

39

36

31

By sex

 

 

 

Male

39

36

31

Female

39

36

32

By age

 

 

 

16-24

59

49

46

25-34

53

48

40

35-44

44

45

38

45-54

44

37

35

55-64

23

22

21

65+

14

13

10

By social grade

 

 

 

AB

38

35

27

C1

40

36

31

C2

48

43

40

D

33

32

35

E

32

29

25

 

 

 

 

 

 

 

 

 

 

 

 

Buying behaviour

 

A survey of consumer attitudes towards sportswear was undertaken by BMRB Access, for Keynote, in June 2007. Based upon a representative sample of 1,016 adults, the key findings were:

 

• 36% of respondents believed that sports brands like Nike or Adidas offer better quality than most other clothing or footwear;

• 58% of respondents in the 25 – 34 age group believed that sports brands like Nike or Adidas offer better quality than most other clothing or footwear;

 

• In 2006, when asked which brands consumers had bought in the last year, 36% had bought Adidas, 39% had bought Nike, and 31% had bought Reebok;

• In 2004, when asked which brands consumers had bought in the last year, 40% had bought Adidas, 44% had bought Nike, and 36% had bought Reebok;

• In 1998, when asked which brands consumers had bought in the last year, 48% had bought Adidas, 37% had bought Nike, and 35% had bought Reebok.

 

There is also a new trend in consumer behaviour and women are getting a bigger influence in all buying decisions and more and more companies realise this and redirect their advertising towards women. This, as well as their increased interest for sports, should make women an obvious target for Adidas-Reebok and their advertising. Women are responsible for about 80% of individual consumer spending and they can therefore no longer be ignored by a brand of Adidas-Reebok size. If Adidas wants to attract women to buy their products they have to make sure that their brand is appealing to women as well.

 

An already existing brand can be harder to gender since the consumer might have preconceived notions. Therefore the customer needs to be convinced and learn to connect certain values with the brand and even change already set values. Communication and advertising have the power to create associations with a brand and make the brand more interesting to the consumer. Women are more susceptible to advertising than men are and this makes advertising an excellent tool when trying to change the values of a brand. What women want and find attractive have changed enormously during the last decades. To reach out to women and to achieve success, Adidas-Reebok has to understand these changes and follow the market development so that their communication can be adapted to the “modern” woman.

 

Brands and the values they bring to the consumer have become more and more important to both companies and consumers. We think that Adidas mainly created the Stella McCartney line not to sell clothes, but to build their brand. The values from this line will spill over not only to the other Women collections but to the brand as a whole.

 

By choosing Stella McCartney as a collaborator, Adidas are taking a short-cut into the consciousness of women. They are able to adopt the brand associations that are connected with Stella McCartney and merge them with their own brand associations. This is not unusual for companies to do and we think it will prove to be very effective. Both Adidas and Stella McCartney are brands that include very strong values.

 

Adidas is known for their high tech functional clothes and the perceived quality is high. Stella McCartney is a trendsetter and famous for her designs, the combination of the two brands and their brand associations is very interesting and sure to get attention. Adidas call their new positioning “perfect fusion of performance and style”. The customers that feel loyalty towards Stella McCartney are likely to transfer that loyalty to the new line and this will increase the tolerance for and the positivism towards Adidas.

 

In order to further analyse whether or not Adidas’ acquisition of Reebok resulted in a sustainable competitive advantage over rival and current industry leader, Nike, a customer analysis must be formulated. One way in which the merger is supposed to lead to a sustainable competitive advantage is by increasing the amount of exposure of the two brands globally. This increase in exposure occurred through a larger distribution chain created from combined resources of the two companies.   

 

Adidas-Reebok strategy towards consumer buying behaviour

 

In an effort to distinguish itself from the competition, each company has developed exclusive relationships with highly recognisable organisations and individuals. Reebok had the exclusive rights to market its products for the NBA, NHL, NFL, and the WNBA. Similarly, Adidas had obtained contracts with professional European soccer clubs such as Chelsea, Bayern Munich, Real Madrid, and AC Milan. On the other hand, without an established superstar, Nike’s current endorsements lack the influence they once held with the likes of Michael Jordan. “At the moment, virtually none of the current NBA stars wear Nike. In my eyes, this is the reason Nike was prepared to spend an outrageous amount of money for an 18-year-old,” claims Adidas CEO Herbert Hainer.

 

While there are many possible avenues to exploit in terms of sales opportunities for these companies, the market is highly segmented in such a way that it is important for the three to engage in target marketing. For example, in this market of athletic shoes, a firm can either offer an all-purpose cross-trainer shoe or a running shoe and a basketball shoe.  While the cross-trainer shoe has broad appeal for all consumers it does not satisfy any consumer’s needs in particular. In contrast, the running shoe and basketball shoe combination will each satisfy a particular market segment but will have modest appeal to the other segment. This is the point where the particular companies must decide whether they will individually follow a niche market or a full-line strategy. In order to make this decision, the firms must weigh the cost of offering an additional product and the revenue generated by doing so.

 

By utilising Porter’s generic strategies framework (previously discussed), the methods employed by Adidas-Reebok to compete for customers in the industry become easily apparent. While both Nike and Adidas make use of a differentiation strategy to attract its customers, Reebok concentrates its efforts on a broad cost strategy approach. The differentiation strategy of the two companies, Nike and Adidas, can be seen in action by examining the various productions of both these companies. 

 

Nike currently incorporates its Shox technology in many of the athletic shoes it produces. All of Nike’s past Shox shoes have had the same basic platform: a four-column Shox unit in the heel for cushioning and a mesh/synthetic upper. In addition to the Shox technology, Nike has innovated online purchasing by allowing customers to customise their own shoes through NIKEiD.com. These methods can be seen as an attempt by Nike to differentiate itself from the competi

UxC President To U.S. Utilities: Buy American

Summary: In the face of Asian competition and possible supply shocks to the uranium market, UxC president Jeff Combs urges U.S. utilities to “support the expansion of production in the United States.” He believes there’s a good chance for $50/pound uranium this year. “Any shock to supply could send prices much, much higher.”
StockInterview: How would you sum up the uranium market right now?
Jeff Combs: There’s a very tight supply/demand situation that exists now for deliveries over the next several years. If you were going out today to buy uranium for 2007, 2008, and 2009, there’s not that much available supply. The supply/demand balance is very tight, and I think that’s going to be reflected in prices continuing to rise for a while as utilities seek to fill demand for those delivery years. Since most contracting in uranium is done on a term basis, you’re always looking out several years. By the time you reach 2009, for example, you’re looking to fill needs in 2012 and beyond. By that time, supply might have responded sufficiently, or even “over-responded.” Of course, whether or not the supply/demand balance is tighter then depends on how nuclear power expansion is progressing at that point and what happens with respect to the HEU deal. But, in the meantime, production will have had more time to react to higher prices, and this could alleviate some of the supply/demand pressures.
StockInterview: How are escalating market-related contracts impacting the uranium price?
Jeff Combs: It’s pretty much a sellers’ market right now. You have escalating floor prices that are maybe not too much lower than the current spot price. If you have ceiling prices, they’ll be much higher than the current price, and those will also escalate. In some cases, you don’t even have ceiling prices. In rare cases, you don’t have either ceiling or floor prices. Most producers are looking to sign market-related contracts and not fix the price even on an escalated basis in the future, although they would want floor protection. To a large extent, the utilities don’t have too much choice in the matter except to wait and hope that the competitive landscape changes in the future. However, in many cases they need to procure uranium now and can’t afford to wait. Thus, they must accept what is being offered.
StockInterview: Do you continue to see a speculative frenzy in the market?
Jeff Combs: There’s still some speculative activity in the market, but I wouldn’t call it so much a frenzy. The importance of this speculative buying has been somewhat over-blown. Total hedge fund/investor volume to date is about 11 million pounds. This buying started towards the end of 2004. The bulk of it was during 2005, and it has continued into this year. It will be much less over the first part of this year versus the first part of 2005; about a half a million pounds so far this year versus 5.5 million pounds through May of 2005. There is probably too much emphasis put on the role of hedge funds or investment funds in the market. If you look at the market, the price – especially the long term contract prices – has been leading the spot price up. The speculators really aren’t involved in that part of the market. Over the same time the hedge funds/investor funds were buying, you’ve probably had a third of a billion pounds transacted under long-term contracts. If you go forward several years from now, you see a very tight supply/demand situation in the market. If you wanted a pure base-escalated contract, the base price for this might be close to $50 today, a good bit higher than the spot price and about a third or so higher than the long-term price at the beginning of the year.
StockInterview: We’ve been led to believe the HEU deal with Russia will not be renewed. What is your feeling?
Jeff Combs: You need to consider how much things have changed from when the current HEU deal was signed. At that time, the Russian economy was struggling, as was Russia’s nuclear power program. Now Russia’s economy is much more robust, thanks to energy exports. Russia is experiencing a nuclear power renaissance of its own. From this perspective, I think it’s quite unlikely that the HEU deal will be renewed. When I say that, I’m referring to the deal between an agent acting for the Russian Government and an agent acting for the U.S. Government. I don’t think that necessarily means that there will not be any HEU blended down after the current deal is over, but that could be done for internal consumption in Russia or be used as supply for countries where Russia is exporting fuel for Russian-supplied reactors.
StockInterview: The trading volume on the spot uranium market has fallen off after what transpired in 2005.
Jeff Combs: The volume now is certainly less than what it was last year. Volume so far for the year is 6.3 million pounds on the spot market. If this rate were maintained, it would put volume close to 20 million pounds for the year. This would make it more of a typical market in terms of volume from the standpoint of recent history before 2005. Whether or not volume is higher than this depends a lot on the extent to which utilities that are out in the long term market, right now, are able to get offers to cover requirements in 2007, 2008, and 2009. If they’re not successful, they might come back into the spot market. That could boost spot buying somewhat later in the year. Also, some producers have been buying on the spot market. If this buying picks up, it could add to volume as well
StockInterview: Do you believe we’re going to see $50/pound uranium in the near term?
Jeff Combs: Oh yes, I think there’s a good chance that we’ll see $50 per pound uranium this year, more likely in terms of long term contracts. I think the highest prices may be reached within the next couple of years. I think that’s when supply will be the tightest. In our uranium market report, we develop three price scenarios – a base case, a high-price case, and a low-price case. Price spikes or overshoots its long-run equilibrium in all three scenarios. In the high case, which would be the most dramatic spike, I would say it would be somewhere in the $60 – $70 range. Price certainly could be higher than this if the wheels come off the wagon. I think you’re definitely looking at price going into the $50s. It’s not too difficult to see a scenario where price goes into the $60s. And then it would come down from there.
StockInterview: What goes up must come down?
Jeff Combs: I don’t think these higher prices are sustainable in the long term. You also have the situation now where utilities are going out to buy uranium, and they’re not finding what they want over the 2007-2009 period. It might be the case that some of these newer producers, or producers in the process of expanding production, really aren’t in a position to offer the supplies in those years. Ultimately, they will have the supply to offer in maybe 2009 or 2010. Since they’re not offering it right now, price can be pushed up a fair amount, setting up the possibility for a correction in a few years when more of these supplies become available to the market. In the short term, uranium supply and demand are very inelastic. This sets up the potential for an explosive response in price, as witnessed by the recent behavior in price. I have to admit we’ve had to adjust our price projections upwards on more than one occasion.
StockInterview: What would be on your checklist of “shocks to the market” or the “wheels coming off the wagon”?
Jeff Combs: What we’ve pointed out for a while is that you have the vast bulk of supply coming from a few major production centers and blended-down HEU. If you have a problem with any one of those, it can have a large impact on the market. Obviously, we’ve already had problems at Olympic Dam and McArthur River, and now Cigar Lake, even before it gets into production. If you have problems at any of these in the future, or at Rossing or Ranger, it’s going to impact the market. If you had some problem with the HEU deal between U.S. and Russia, it could have a devastating impact on the market. In the past, these problems have been caused by fire and floods, but other factors such as trade policies or the shortage of equipment could negatively impact supplies going forward.
StockInterview: But then why did the Cigar Lake delay seem to pass by unnoticed?
Jeff Combs: It hasn’t seemed to have gotten a lot reaction in the market. I think it depends on how people look at it. I’ve heard somebody say, “Well, it just means that it just takes 2.5 million pounds of production out of the market because it gets delayed 6 months.” Unless Cameco increases the rate at which it ramps up Cigar Lake, then it’s going to take more than 2.5 million pounds out of the market, because it’s not going to get to its desired production level until half a year later. Production will be lower in the intervening years, as well. The problem is that this delay in production is coming at a time when supplies are very tight in the market, the 2007-2009 timeframe. I think it could also impact the market by increasing the levels of inventories held because you really don’t know when the next flood or next problem is going to occur. Until production expands more, any shock to supply could send prices much, much higher.
StockInterview: What should U.S. utilities do to protect their supply channels in the face of possible market shocks and especially in light of the aggressive Asian appetite for uranium?
Jeff Combs: That’s a good question. I think that U.S. utilities should support the expansion of production in the United States, in addition to maintaining their supply channels to major uranium producing countries, or perhaps developing them in the case of Kazakhstan. I think it’s more of a case that U.S. utilities should look at what all their options are, try to stimulate additional supply options, and in the process promote domestic production. Right now the market is fairly concentrated. There are not a lot of suppliers. While foreign utilities haven’t been, to date, looking at the U.S. as a supply source, they also have a desire to promote supply diversity, and could look to the U.S. for supply in the future.
StockInterview: To be blunt, are U.S. utilities going to get caught “with their pants down,” at some point during this decade?
Jeff Combs: If you had some kind of supply interruption or shock as we were talking about before, certainly that would create problems, not just for U.S. utilities, but for any utilities that were uncovered or have contract payment terms that relate to the market price with no real ceiling price protection. If you have really aggressive nuclear expansion in China, if India is allowed to play in the market, and if Russia goes ahead with its reactor expansion program, this makes the chances of price getting out of control somewhat greater down the road. We’ve been warning of these issues for a while. I clearly don’t think we’re out of the woods yet. When I say that we’re not out of the woods yet, I still believe that some utilities may be putting too much faith in current prices in that they believe that the now higher prices will take care of the problem of future supplies. While higher prices will certainly stimulate more production, I think that you must ask the question whether these prices are the antidote for the supply problem, or whether they are more a symptom of a severe deficit of supply that the market is facing. The answer to this probably determines how proactive utilities will be in securing future supplies. We wrote an editorial in 2003 that I think pretty well captured the state of the market at that time and the market environment we have seen since.

Forex Market Trading Tips

Aiming for exponential return of investments, forex market is becoming the popular venture nowadays. It is where the foreign exchange or forex trading is held. Traders earn through the buying and selling process of the different international currencies.
There are many essential forex market trading tips to consider. Understanding this information will also help you eliminate the typical pitfalls as you start your venture in this type of business segment.
Forex is trade in pairs. Each currency which is paired off to the other shares a proportional relationship. It is therefore valuable to the impact of one currency to the other or vice versa. You should have the right hunch for the condition of both currencies.
The one of the external factors that has a great impact in the price trend of forex is the current global and event news. Like for example, CNN has reported the potential interest rate in US. This will result to outbreak and panic to the traders. The traders’ instant reaction is to close their positions and wait until the situation is better. Hence, the traders lose sight of the trading opportunities. It is therefore important to know the fundamentals of forex trading.
Another essential forex market trading tips is to have a clear understanding of the boundary between you and your broker. If you are new in this type of business and you entrusted your trading decisions and transactions to a broker, it is worth to have less interventions with your broker. Remember that it requires strategy to increase your investments and you have to respect your broker’s technique unless you are equipped enough to do the trading by yourself. Also, it is discouraged to ask opinions from multiple sources. Numerous advices will only confuse you which will likely lead to potential loss of money.
The tiny margin factor is oftentimes taken for granted. Although it is considered as one of the best advantages of forex trading as it allows you to trade certain amounts that are in fact high than your actual deposits. This is best recommended only for season traders but still the best rule win through – gradually increase your leverage according to your experience and success.
One of the forex market trading tips is not to trade during off hours which is from 2200 CET to 1000 CET. What usually happens during off peak hours, the professional forex traders, option traders and hedge funds tends to move around while there is minimal risk. Unless you are certain, then don’t do it.
The forex market trading tips will not be perfect without the impact of current global news and events. When the news is released, you can expect a high volume of trade and substantial moves in their positions. This development will lead to price changes in the currency flow.
Learning and understanding the various forex market trading tips will help you maximize your investment in forex market. Though these tips cannot guarantee your success, it will lessen you chances of losing some money.

How to Avoid Madoff Mayhem

y Martin HutchinsonContributing EditorMoney MorningNDAQ), was turned into the authorities by his sons last Thursday after his firm, Bernard L. Madoff Securities LLC, was declared an insolvent “giant Ponzi scheme,” with estimated losses of $50 billion.Madoff had provided investors with modest, steady returns, claiming to be making money by trading in Standard & Poor’s 500 Index options, and closing all positions prior to mandatory reporting dates so that investors had no window into the fund’s holdings.Apart from individuals, charities and numerous “funds of funds” investing in hedge funds, such as HSBC Holdings PLC (ADR: HBC) and Banco Santander SA (ADR: STD), lent billions to investors participating in the Madoff fund, secured only by holdings in a fund that is now insolvent. The debacle is likely to strengthen criticism of the U.S. Securities and Exchange Commission, for its failure to protect investors, and to cast doubt on the hedge fund sector and on “alternative investments” in general.It is not scheme. It wasn’t even really even surprising that the Ponzi-scheme losses were an enormous $50 billion: After all, surprising that the recent unpleasantness on Wall Street has exposed a gigantic Ponzi13 years of excessive money creation have allowed bad Wall Street behavior to grow like weeds, so you’d expect the inevitable Ponzi scheme to be huge, like an out-of-control, possibly radioactive bindweed.However, it is surprising that the major investors in Madoff’s scheme were not a bunch of suckers he met at a country club, nor a set of unworldly charities seduced by a smooth sales pitch (though both of those were involved), but instead were actually hedge funds, the most obnoxiously professional of professional investors. This raises a hugely heretical question: Is it possible that hedge fund managers aren’t the “best and the brightest” after all?

The original Ponzi scheme was a much smaller-scale operation, with losses of only few million. In the disturbed years after World War I, Charles Ponzi got the idea that postal reply coupons could be purchased in Italy and exchanged for U.S. stamps at a substantial profit – essentially an early form of arbitrage.

The anomaly existed because the international postal agreements had been designed in a pre-1914 Gold Standard world, which had disappeared, with different currencies having devalued by different amounts. The kernel of Ponzi’s scheme was thus a genuine moneymaker, albeit on a tiny scale (at its peak, 160 million postal coupons should have been shipped from Italy to the United States, compared with 27,000 actually outstanding worldwide). However, using this moneymaker as incentive, Ponzi attracted millions of dollars in deposits, paying profits on the early deposits from the proceeds of later ones.

This is the essence of a Ponzi scheme; if there is a genuine moneymaking operation at its center, it is swamped by the amount of money invested, which can only appear to make profits through later investments being used to pay out earlier ones. Even in 1920, the authorities realized this was a no-no. Ponzi was convicted of mail fraud and sentenced to five years in prison on federal charges. Released after three and a half years, Ponzi then faced state charges in Massachusetts. He fled and remained at large for a time, but was eventually captured, tried and sentenced to nine years imprisonment in Massachusetts, where the bulk of his schemes took place.

Ponzi schemes are a well-known hazard in the banking world, and the SEC and other regulatory authorities have great experience unraveling them. They are fairly easy to detect by any reasonably suspicious professional: when offered an investment opportunity you simply keep asking questions of the promoter until you are absolutely confident of the mechanism by which money is made.

If you can’t figure it out, you don’t invest – you are, after all, a financial professional and finance is an area in which there should be no impenetrable mysteries to the experienced and competent. In the emerging capitalism of 1990s Eastern Europe, Ponzi schemes were a well-known hazard, because the populace didn’t understand how capitalism worked and regulation was weak. The MMM scheme in Russia collected $1.5 billion, the Caritas scheme in Romania collected $1 billion, and in Albania in 1997, the entire banking system and the government collapsed under a $1.2 billion scheme.

In the West, successful Ponzi schemes rest on the gullibility of simple folk. Two groups in particular stand out. Some rich country club types tend to believe far too much in “connections” – to the exclusion of everything else – and neither understands nor cares about the details of how investment returns are generated.Thus, rather than invest through well-qualified specialist investment managers, they buy rubbish investment products from people whose “connections” are believed to provide an “inside track” to extra returns. Madoff, a former chairman of NASDAQ with a charming personality, was naturally well qualified to appeal to these gullible amateur investors. Charitable organizations and state funds often have substantial endowments that are run by under-qualified people, because the charities and states don’t pay enough; these people can also be seduced by the well-connected, and are not necessarily competent to assess the details of how investment returns are generated.

Ponzi schemes were given an enormous boost by the advent of derivatives and trading desks in the 1980s. Whereas the doziest country club member or charitable trustee has some idea of how bonds or stocks make money, even many financial professionals are a bit hazy about derivatives and trading profits. Hence, Madoff was able to maintain a plausible smokescreen over his activities. Since private partnerships do not have the same disclosure rules as public investment funds, he had no need to disclose the precise trades by which profits were made, nor any details about his methodology.

The increased complexity of modern investment does not however excuse the gullibility of professionals such as those who manage hedge funds and “funds of funds,” both of which invested in Madoff’s schemes. These people are paid inordinate amounts of money to provide superior investment returns to individuals and institutions that – perhaps naively – believe that by paying excessive management fees, one can obtain truly superior investment management. They should not be able to claim inexperience, a lack of an understanding of complex investment products, or even a lack of intelligence, since most of these people have degrees from top schools.

Warning Signs to Watch For

In reality, professional investors were infected with the “get-rich-quick” fever that reached epidemic proportions during the 13 years of easy money and lax regulation. As a result, these “professional” investors failed to exercise their “due diligence” in investigating how Madoff’s investment operation made money before investing in it. To the extent they were investing other people’s money, they deserve to be sued for failing in their fiduciary duty. To the extent they were investing their own money, they deserve to have their fancy degrees removed at some suitably ignominious ceremony, for crass stupidity and incompetence.

As for the lessons the rest of us should take away from this event, allow me to say that there are several:

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Option Spread Strategies: Trading Up, Down, and Sideways Markets [Kindle Edition]

Option Spread Strategies: Trading Up, Down, and Sideways Markets

Review

“An excellent guide for learning how to trade option spreads. Saliba offers in-depth discussions on how and when to employ these advanced strategies and to manage the risk of each position.” Peter LipskyTrader, Pan Capital

Review

Hands down the definitive guide on spread trading. Must reading for any professional who wants to learn directly from one of the top leaders in the options industry.” —Larry Connors, CEO TradingMarkets.com “An excellent guide for learning how to trade option spreads. Saliba offers in-depth discussions on how and when to employ these advanced strategies and how to manage the risk of each position.” —Peter Lipski, trader Pan Capital “Option Spread Strategies: Trading Up, Down, and Sideways Markets is an invaluable addition to any market resource collection. The book concisely walks through the dynamics of spread strategies and guides the reader though the return and risk metrics of the t (more…)

A Diagnosis On Hiccup Of Merger And Acquisition

A DIAGNOSIS ON HICCUP OF MERGER AND ACQUISITION

Introduction:

The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity.

Acquisition/Takeover

Achieving acquisition success has proven to be very difficult; while various studies have showed that 50% of acquisitions were unsuccessful the acquisition process is very complex, with many dimensions influencing its outcome.

• The buyer buys the shares, of the target company ownership control of the company conveys effective control over the assets of the company, but since the company is acquired intact as a going business, this form of transaction carries with it all of the liabilities accrued by that business over its past and all of the risks that company faces in its commercial environment.

• The buyer buys the assets of the target company and the sell-off is paid back to its shareholders by dividend or through liquidation. This type of transaction leaves the target company as an empty shell, if the buyer “cherry-pick” the assets that it wants and leaves out the assets and liabilities that it do not.

Mergers

There are two types of mergers that are distinguished based on finance. Each has certain implications for the companies involved and for investors:

Purchase mergers is a kind of merger when one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable.

Acquiring companies often prefer this type of merger because it can provide them with a tax benefit. Acquired assets can be written-up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company.

Consolidation mergers are merger, where a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger.

A unique type of merger called a reverse merger is used as a way of going public without the expense and time required by an IPO. The occurrence of a merger often raises concerns in antitrust circles. Devices such as the Herfindahl index can analyze the impact of a merger on a market Regulatory bodies such as the European Commission, the United States Department of Justice and the U.S. Federal Trade Commission investigates anti-trust cases for monopolies dangers, and have the power to block mergers.

Accretive mergers are those in which an acquiring company’s earnings per share (EPS) increase. An alternative way of calculating this is if a company with a high price to earnings ratio (P/E) acquires one with a low P/E.

Dilutive mergers are mergers where a company’s EPS decreases. The company will be one with a low P/E acquiring one with a high P/E.

The completion of a merger does not ensure the success of the resulting organization; indeed, many mergers result in a net loss of value due to problems. Correcting problems caused by incompatibility—whether of technology, equipment, or corporate culture— diverts resources away from new investment, and these problems may be exacerbated by inadequate research or by concealment of losses or liabilities by one of the partners. Overlapping subsidiaries or redundant staff may be allowed to continue, creating inefficiency, and conversely the new management may cut too many operations or personnel, losing expertise and disrupting employee culture. These problems are similar to those encountered in takeovers. For the merger not to be considered a failure, it must increase shareholder value faster than if the companies were separate, or prevent the deterioration of shareholder value more than if the companies were separate.

Mergers Vs acquisitions

Although they are often uttered in the same breath and used synonymous, the terms merger and acquisition mean slightly different things.

In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a “merger of equals”.

In practice, however, actual mergers of equals don’t happen very often. Usually, one company will buy another and, as part of the deal’s terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal euphemistically as a merger, deal makers and top managers try to make the takeover more palatable.

A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly – that is, when the target company does not want to be purchased – it is always regarded as an acquisition. Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced

Mergers are generally differentiated from acquisitions partly by the way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist:

a) Payment by cash – Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder’s shareholders alone.

b) Financing capital – capital may be borrowed from a bank, or raised by an issue of bonds. Alternatively, the acquirer’s stock may be offered as consideration. Acquisitions financed through debt are known as leveraged buyouts if they take the target private.

c) Hybrids – An acquisition can involve a combination of cash and debt or of cash and stock of the purchasing entity.

d) Factoring – Factoring can provide the extra to make a merger or sale work. Hybrid can work as ad e-denit.

The Great Merger Movement of USA

The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used was so-called trusts. To truly understand how large this movement was—in 1900 the value of firms acquired in mergers was 20% of GDP. In 1990 the value was only 3% and from 1998–2000 it was around 10–11% of GDP. Organizations that commanded the greatest share of the market in 1905 saw that command disintegrate by 1929 as smaller competitors joined forces with each other. However, there were companies that merged during this time such as DuPont, Nabisco, US Steel, and General Electric that have been able to keep their dominance in their respected sectors today due to growing technological advances of their products, patents, and brand recognition by their customers. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. The “quick mergers” involved mergers of companies with unrelated technology and different management. As a result, the efficiency gains associated with mergers were not present. The new and bigger company would actually faced higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains; they were in fact done because that was the trend at the time.

Changing motives of Merger and Acquisitions

Acquiring firms’ financial performance does not positively change as a function of their acquisition activity. Motives for merger and acquisition that may not add shareholder value include:

• Diversification: This may hedge a company against a downturn in an individual industry it fails to deliver value, since it is possible for individual shareholders to achieve the same hedge by diversifying their portfolios at a much lower cost than those associated with a merger.

• Manager’s hubris: Manager’s overconfidence about expected synergies from M&A which results in overpayment for the target company.

• Empire-building: Managers have larger companies to manage and hence more power.

• Manager’s compensation: Executive management teams had their payout based on the total amount of profit of the company, instead of the profit per share, which would give the team a perverse incentive to buy companies to increase the total profit while decreasing the profit per share.

A study published in the July/August 2008 issue of the Journal of Business Strategy suggests that mergers and acquisitions destroy leadership continuity in target companies’ top management teams for at least a decade following a deal. The study found that target companies lose 21 percent of their executives each year for at least 10 years following an acquisition – more than double the turnover experienced in non-merged firms.

Marketplace difficulties

In many countries, no marketplace exists for the mergers and acquisitions of privately owned small to mid-sized companies. Market participants often wish to maintain a level of secrecy about their efforts to buy or sell such companies. Their concern for secrecy usually arises from the possible negative reactions a company’s employees, bankers, suppliers, customers and others seek a transaction to become known. This need for secrecy has thus far thwarted the emergence of a public forum or marketplace to serve as a clearinghouse for this large volume of business. In USA, a Multiple Listing Service (MLS) of small businesses for sale is maintained by organizations such as Business Brokers of Florida (BBF). Another MLS is maintained by International Business Brokers Association (IBBA).

The process by which a company is bought or sold can prove difficult, slow and expensive. A transaction typically requires six to nine months and involves many steps. Locating parties with whom to conduct a transaction forms one step in the overall process and perhaps the most difficult one. Qualified and interested buyers of multimillion corporations are hard to find. Even more difficulties attend bringing a number of potential buyers forward simultaneously during negotiations. Potential acquirers in an industry simply cannot effectively “monitor” the economy at large for acquisition opportunities even though some may fit well within their company’s operations or plans.

An industry of professional “middlemen” known as intermediaries, business brokers, and investment bankers exists to facilitate M&A transactions. These professionals do not provide their services cheaply and generally resort to previously-established personal contacts, direct-calling campaigns, and placing advertisements in various media. In servicing their clients they attempt to create a one-time market for a one-time transaction. Stock purchase or merger transactions involve securities and require that these “middlemen” be licensed broker dealers under FINRA (SEC) (USA) in order to be compensated as a percentage of the deal. Marketing problems typify any private negotiated markets. Due to this problem and other problems like much more strenuous conditions for mid-sized companies. Mid-sized business brokers have an average life-span of only 12–18 months and usually never grow beyond 1 or 2 employees.

The market inefficiencies can prove detrimental for a sector of the economy. An important and large sector of the entire economy is held back by the difficulty in conducting corporate M&A. Furthermore, it is likely that since privately held companies are so difficult to sell they are not sold as often.

Previous attempts to streamline the M&A process through computers have failed to succeed on a large scale because they have provided mere “bulletin boards” – static information that advertises one firm’s opportunities. Users seek other sources for opportunities just as if the bulletin board were not electronic. A multiple listings service concept was not used due to the need for confidentiality but there are currently several in operations. The most significant of these are run by the California Association of Business Brokers (CABB) and the International Business Brokers Association (IBBA) These organizations have effectivily created a type of virtual market without compromising the confidentiality of parties involved and without the unauthorized release of information.

One part of the M&A process using networked computers is the improved access to “data rooms” during the due diligence process for larger transactions. For the purposes of small-medium sized business, these data rooms serve no purpose and are generally not used.

M&A failure

Reasons for failure of M&A were analyzed by Thomas Straub in “Reasons for frequent failure in mergers and acquisitions – a comprehensive analysis”, DUV Gabler Edition, 2007. Despite the goal of performance improvement, results from mergers and acquisitions (M&A) are disappointing. Numerous empirical studies show high failure rates of M&A deals. Studies are mostly focused on individual determinants. Using four statistical methods, Thomas Straub shows that M&A performance is a multi-dimensional function. For a successful deal, the following key success factors should be taken into account:

Strategic logic which is reflected by six determinants:

• market similarities,

• market complementarities,

• operational similarities,

• operational complementarities,

• market power, and

• purchasing power.

Organizational integration which is reflected by three determinants:

• acquisition experience,

• relative size,

• cultural compatibility.

Financial / price perspective which is reflected by three determinants:

• acquisition premium,

• bidding process, and

• due diligence.

All 12 variables are presumed to affect performance either positively or negatively. Post-M&A performance is measured by synergy realization, relative performance and absolute performance.

Short-run factors

One of the major short run factors that sparked in The Great Merger Movement was the desire to keep prices high. During the panic of 1893, the demand declined. When demand for the good falls, as illustrated by the classic supply and demand model, prices are driven down. To avoid this decline in prices, firms found it profitable to collude and manipulate supply to counter any changes in demand for the good. This type of cooperation led to widespread horizontal integration amongst firms of the era. Focusing on mass production allowed firms to reduce unit costs to a much lower rate. These firms usually were capital-intensive and had high fixed costs. Because new machines were mostly financed through bonds, interest payments on bonds were high followed by the panic of 1893, yet no firm was willing to accept quantity reduction during this period

Long-run factors

In the long run, to keep costs low, it was advantageous for firms to merge and reduce their transportation costs thus producing and transporting from one location rather than various sites of different companies as in the past. This resulted in shipment directly to market from this one location. In addition, technological changes prior to the merger movement within companies increased the efficient size of plants with capital intensive assembly lines allowing for economies of scale. Thus improved technology and transportation were forerunners to the Great Merger Movement. In part due to competitors as mentioned above, and in part due to the government, however, many of these initially successful mergers were eventually dismantled. The U.S. government passed the Sherman Act in 1890, setting rules against price fixing and monopolies. Starting in the 1890s with such cases as U.S. versus Addyston Pipe and Steel Co., the courts attacked large companies for strategizing with others or within their own companies to maximize profits. Price fixing with competitors created a greater incentive for companies to unite and merge under one name so that they were not competitors anymore and technically not price fixing.

Cross-border M&A

In a study conducted in 2000 by Lehman Brothers, it was found that, on average, large M&A deals cause the domestic currency of the target corporation to appreciate by 1% relative to the acquirer’s. For every $1-billion deal, the currency of the target corporation increased s The rise of globalization has exponentially increased the market for cross border M&A. In 1996 alone there were over 2000 cross border transactions worth a total of approximately $256 billion. This rapid increase has taken many M&A firms by surprise because the majority of them never had to consider acquiring Due to the complicated nature of cross border M&A, the vast majority of cross border actions have unsuccessful companies seek to expand their global footprint and become more agile at creating high-performing businesses and cultures across national boundaries.

 1998 Citicorp

Travelers Group

73,000

5 1999 SBC Communications

Ameritech Corporation

63,000

6 1999 Vodafone Group

AirTouch Communications

60,000

7 1998 Bell Atlantic

GTE

53,360

8 1998 BP

Amoco

53,000

9 1999 Qwest Communications

US WEST

A DIAGNOSIS ON HICCUP OF MERGER AND ACQUISITION

S.Senthil Srinivasan[1]

Introduction:

The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity.

Acquisition/Takeover

 

Achieving acquisition success has proven to be very difficult; while various studies have showed that 50% of acquisitions were unsuccessful the acquisition process is very complex, with many dimensions influencing its outcome.

Mergers

 

There are two types of mergers that are distinguished based on finance. Each has certain implications for the companies involved and for investors:

Purchase mergers is a kind of merger when one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable.

Acquiring companies often prefer this type of merger because it can provide them with a tax benefit. Acquired assets can be written-up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company.

Consolidation mergers are merger, where a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger.

A unique type of merger called a reverse merger is used as a way of going public without the expense and time required by an IPO. The occurrence of a merger often raises concerns in antitrust circles. Devices such as the Herfindahl index can analyze the impact of a merger on a market Regulatory bodies such as the European Commission, the United States Department of Justice and the U.S. Federal Trade Commission investigates anti-trust cases for monopolies dangers, and have the power to block mergers.

Accretive mergers are those in which an acquiring company’s earnings per share (EPS) increase. An alternative way of calculating this is if a company with a high price to earnings ratio (P/E) acquires one with a low P/E.

Dilutive mergers are mergers where a company’s EPS decreases. The company will be one with a low P/E acquiring one with a high P/E.

The completion of a merger does not ensure the success of the resulting organization; indeed, many mergers result in a net loss of value due to problems. Correcting problems caused by incompatibility—whether of technology, equipment, or corporate culture— diverts resources away from new investment, and these problems may be exacerbated by inadequate research or by concealment of losses or liabilities by one of the partners. Overlapping subsidiaries or redundant staff may be allowed to continue, creating inefficiency, and conversely the new management may cut too many operations or personnel, losing expertise and disrupting employee culture. These problems are similar to those encountered in takeovers. For the merger not to be considered a failure, it must increase shareholder value faster than if the companies were separate, or prevent the deterioration of shareholder value more than if the companies were separate.

Mergers Vs acquisitions

Although they are often uttered in the same breath and used synonymous, the terms merger and acquisition mean slightly different things.

In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a “merger of equals”.

In practice, however, actual mergers of equals don’t happen very often. Usually, one company will buy another and, as part of the deal’s terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal euphemistically as a merger, deal makers and top managers try to make the takeover more palatable.

A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly – that is, when the target company does not want to be purchased – it is always regarded as an acquisition. Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced

Mergers are generally differentiated from acquisitions partly by the way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist:

a)      Payment by cash – Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder’s shareholders alone.

b)      Financing capital – capital may be borrowed from a bank, or raised by an issue of bonds. Alternatively, the acquirer’s stock may be offered as consideration. Acquisitions financed through debt are known as leveraged buyouts if they take the target private.

c)      Hybrids – An acquisition can involve a combination of cash and debt or of cash and stock of the purchasing entity.

d)     Factoring – Factoring can provide the extra to make a merger or sale work. Hybrid can work as ad e-denit.

The Great Merger Movement of USA

The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used was so-called trusts. To truly understand how large this movement was—in 1900 the value of firms acquired in mergers was 20% of GDP. In 1990 the value was only 3% and from 1998–2000 it was around 10–11% of GDP. Organizations that commanded the greatest share of the market in 1905 saw that command disintegrate by 1929 as smaller competitors joined forces with each other. However, there were companies that merged during this time such as DuPont, Nabisco, US Steel, and General Electric that have been able to keep their dominance in their respected sectors today due to growing technological advances of their products, patents, and brand recognition by their customers. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. The “quick mergers” involved mergers of companies with unrelated technology and different management. As a result, the efficiency gains associated with mergers were not present. The new and bigger company would actually faced higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains; they were in fact done because that was the trend at the time.

Changing motives of Merger and Acquisitions

Acquiring firms’ financial performance does not positively change as a function of their acquisition activity. Motives for merger and acquisition that may not add shareholder value include:

A study published in the July/August 2008 issue of the Journal of Business Strategy suggests that mergers and acquisitions destroy leadership continuity in target companies’ top management teams for at least a decade following a deal. The study found that target companies lose 21 percent of their executives each year for at least 10 years following an acquisition – more than double the turnover experienced in non-merged firms.

 

 

Marketplace difficulties

In many countries, no marketplace exists for the mergers and acquisitions of privately owned small to mid-sized companies. Market participants often wish to maintain a level of secrecy about their efforts to buy or sell such companies. Their concern for secrecy usually arises from the possible negative reactions a company’s employees, bankers, suppliers, customers and others seek a transaction to become known. This need for secrecy has thus far thwarted the emergence of a public forum or marketplace to serve as a clearinghouse for this large volume of business. In USA, a Multiple Listing Service (MLS) of small businesses for sale is maintained by organizations such as Business Brokers of Florida (BBF). Another MLS is maintained by International Business Brokers Association (IBBA).

The process by which a company is bought or sold can prove difficult, slow and expensive. A transaction typically requires six to nine months and involves many steps. Locating parties with whom to conduct a transaction forms one step in the overall process and perhaps the most difficult one. Qualified and interested buyers of multimillion corporations are hard to find. Even more difficulties attend bringing a number of potential buyers forward simultaneously during negotiations. Potential acquirers in an industry simply cannot effectively “monitor” the economy at large for acquisition opportunities even though some may fit well within their company’s operations or plans.

An industry of professional “middlemen” known as intermediaries, business brokers, and investment bankers exists to facilitate M&A transactions. These professionals do not provide their services cheaply and generally resort to previously-established personal contacts, direct-calling campaigns, and placing advertisements in various media. In servicing their clients they attempt to create a one-time market for a one-time transaction. Stock purchase or merger transactions involve securities and require that these “middlemen” be licensed broker dealers under FINRA (SEC) (USA) in order to be compensated as a percentage of the deal. Marketing problems typify any private negotiated markets. Due to this problem and other problems like much more strenuous conditions for mid-sized companies. Mid-sized business brokers have an average life-span of only 12–18 months and usually never grow beyond 1 or 2 employees.

The market inefficiencies can prove detrimental for a sector of the economy. An important and large sector of the entire economy is held back by the difficulty in conducting corporate M&A. Furthermore, it is likely that since privately held companies are so difficult to sell they are not sold as often.

Previous attempts to streamline the M&A process through computers have failed to succeed on a large scale because they have provided mere “bulletin boards” – static information that advertises one firm’s opportunities. Users seek other sources for opportunities just as if the bulletin board were not electronic. A multiple listings service concept was not used due to the need for confidentiality but there are currently several in operations. The most significant of these are run by the California Association of Business Brokers (CABB) and the International Business Brokers Association (IBBA) These organizations have effectivily created a type of virtual market without compromising the confidentiality of parties involved and without the unauthorized release of information.

One part of the M&A process using networked computers is the improved access to “data rooms” during the due diligence process for larger transactions. For the purposes of small-medium sized business, these data rooms serve no purpose and are generally not used.

M&A failure

Reasons for failure of M&A were analyzed by Thomas Straub in “Reasons for frequent failure in mergers and acquisitions – a comprehensive analysis”, DUV Gabler Edition, 2007. Despite the goal of performance improvement, results from mergers and acquisitions (M&A) are disappointing. Numerous empirical studies show high failure rates of M&A deals. Studies are mostly focused on individual determinants. Using four statistical methods, Thomas Straub shows that M&A performance is a multi-dimensional function. For a successful deal, the following key success factors should be taken into account:

Strategic logic which is reflected by six determinants:

Organizational integration which is reflected by three determinants:

Financial / price perspective which is reflected by three determinants:

All 12 variables are presumed to affect performance either positively or negatively. Post-M&A performance is measured by synergy realization, relative performance and absolute performance.

Short-run factors

One of the major short run factors that sparked in The Great Merger Movement was the desire to keep prices high. During the panic of 1893, the demand declined. When demand for the good falls, as illustrated by the classic supply and demand model, prices are driven down. To avoid this decline in prices, firms found it profitable to collude and manipulate supply to counter any changes in demand for the good. This type of cooperation led to widespread horizontal integration amongst firms of the era. Focusing on mass production allowed firms to reduce unit costs to a much lower rate. These firms usually were capital-intensive and had high fixed costs. Because new machines were mostly financed through bonds, interest payments on bonds were high followed by the panic of 1893, yet no firm was willing to accept quantity reduction during this period

Long-run factors

In the long run, to keep costs low, it was advantageous for firms to merge and reduce their transportation costs thus producing and transporting from one location rather than various sites of different companies as in the past. This resulted in shipment directly to market from this one location. In addition, technological changes prior to the merger movement within companies increased the efficient size of plants with capital intensive assembly lines allowing for economies of scale. Thus improved technology and transportation were forerunners to the Great Merger Movement. In part due to competitors as mentioned above, and in part due to the government, however, many of these initially successful mergers were eventually dismantled. The U.S. government passed the Sherman Act in 1890, setting rules against price fixing and monopolies. Starting in the 1890s with such cases as U.S. versus Addyston Pipe and Steel Co., the courts attacked large companies for strategizing with others or within their own companies to maximize profits. Price fixing with competitors created a greater incentive for companies to unite and merge under one name so that they were not competitors anymore and technically not price fixing.

Cross-border M&A

In a study conducted in 2000 by Lehman Brothers, it was found that, on average, large M&A deals cause the domestic currency of the target corporation to appreciate by 1% relative to the acquirer’s. For every $1-billion deal, the currency of the target corporation increased s The rise of globalization has exponentially increased the market for cross border M&A. In 1996 alone there were over 2000 cross border transactions worth a total of approximately $256 billion. This rapid increase has taken many M&A firms by surprise because the majority of them never had to consider acquiring Due to the complicated nature of cross border M&A, the vast majority of cross border actions have unsuccessful companies seek to expand their global footprint and become more agile at creating high-performing businesses and cultures across national boundaries.

Table – A – Major M&A World wide

Top 10 M&A deals worldwide by value (in mil. USD) from 1990 to 1999:

Rank

Year

Purchaser

Purchased

Transaction value (in mil. USD)

1

1999

Vodafone Airtouch PLC

 

Mannesmann

 

183,000

 

2

1999

Pfizer

Warner-Lambert

90,000

3

1998

Exxon

Mobil

77,200

4

1998

Citicorp

Travelers Group

73,000

5

1999

SBC Communications

Ameritech Corporation

63,000

6

1999

Vodafone Group

AirTouch Communications

 

 

 

 

 

 

 

60,000

7

1998

Bell Atlantic

GTE

53,360

8

1998

BP

Amoco

53,000

9

1999

Qwest Communications

US WEST

48,000

10

1997

Worldcom

MCI Communications

42,000

 

Table – B – Major M&A World wide

Top 9 M&A deals worldwide by value (in mil. USD) since 2000:

Rank

Year

Purchaser

Purchased

Transaction value (in mil. USD)

1

2000

Fusion: America Online Inc. (AOL)

Time Warner

164,747

2

2000

Glaxo Wellcome Plc.

SmithKline Beecham Plc.

75,961

3

2004

Royal Dutch Petroleum Co.

Shell Transport & Trading Co

74,559

4

2006

AT&T Inc.

BellSouth Corporation

72,671

5

2001

Comcast Corporation

AT&T Broadband & Internet Svcs

72,041

6

2004

Sanofi-Synthelabo SA

Aventis SA

60,243

7

2000

Spin-off: Nortel Networks Corporation

 

59,974

8

2002

Pfizer Inc.

Pharmacia Corporation

59,515

9

2004

JP Morgan Chase & Co

Bank One Corp

58,761

10

2008

Inbev Inc.

Anheuser-Busch Companies, Inc

52,000

Source: www.wikipedia.com

Failure and Exiting Assets

A merger is not likely to create or enhance market power or to facilitate its exercise, if imminent failure, of one of the merging firms would cause the assets of that firm to exit the relevant market. In such circumstances, post-merger performance in the relevant market may be no worse than market performance had the merger been blocked and the assets left the market.

Failing Firm

A merger is not likely to create or enhance market power or facilitate its exercise if the following circumstances are met:

1)      the allegedly failing firm would be unable to meet its financial obligations in the near future;

2)      it would not be able to reorganize successfully under Chapter 11 of the Bankruptcy Act;

3)      it has made unsuccessful good-faith efforts to elicit reasonable alternative offers of acquisition of the assets of the failing firm that would both keep its tangible and intangible assets in the relevant market and pose a less severe danger to competition than does the proposed merger; and

4)      absent the acquisition, the assets of the failing firm would exit the relevant market.

Failing Division

A similar argument can be made for “failing” divisions as for failing firms.

First, upon applying appropriate cost allocation rules, the division must have a negative cash flow on an operating basis.

Second, absent the acquisition, it must be that the assets of the division would exit the relevant market in the near future if not sold. Due to the ability of the parent firm to allocate costs, revenues, and intracompany transactions among itself and its subsidiaries and divisions, the Agency will require evidence, not based solely on management plans that could be prepared solely for the purpose of demonstrating negative cash flow or the prospect of exit from the relevant market.

Third, the owner of the failing division also must have complied with the competitively preferable purchaser requirement

Although at present the majority of M&A advice is provided by full-service investment banks, recent years have seen a rise in the prominence of specialist M&A advisers, who only provide M&A advice. These companies are sometimes referred to as Transition Companies, assisting businesses often referred to as “companies in transition.” To perform these services in the US, an advisor must be a licensed broker dealer, and subject to SEC (FINRA) regulation.

 

Poison bill

The poison pill was invented by noted M&A lawyer Martin Lipton of Wachtell, Lipton, Rosen & Katz, in 1982, as a response to tender-based hostile takeovers. Poison pills became popular during the early 1980s, in response to the increasing trend of corporate raids.

Poison pill is a term referring to any strategy, generally in business or politics, to increase the likelihood of negative results over positive ones for a party that attempts any kind of takeover. It derives from its original meaning of a literal poison pill carried by various spies throughout history, taken when discovered to eliminate the possibility of being interrogated for the enemy’s gain.

It was reported in 2001 that since 1997, for every company with a poison pill that successfully resisted a hostile takeover, there were 20 companies with poison pills that accepted takeover offers. The trend since the early 2000s has been for shareholders to vote against poison pill authorization, since, despite the above statistic, poison pills are designed to resist takeovers, whereas from the point of view of a shareholder, takeovers can be financially rewarding.

Common types of poison pills

Constraints and legal status

Following the development of poison pills in the 1980s, the legality of their use was unclear in the United States for some time. However, poison pills were upheld as a valid instrument of Delaware corporate law by the Delaware Supreme Court in its 1985 decision Moran v. Household International, Inc.

Many jurisdictions other than the U.S. view the poison pill strategy as illegal, or place restraints on their use.

Canada

In Canada, almost all shareholders rights plans are “chewable”, meaning they contain a permitted bid concept such that a bidder who is willing to conform to the requirements of a permitted bid can acquire the company by take-over bid without triggering a flip-in event. Shareholder rights plans in Canada are also weakened by the ability of a hostile acquirer to petition the provincial securities regulators to have the company’s pill overturned. A notable Canadian case before the securities regulators in 2006 involved the poison pill of Falconbridge Ltd. which at the time was the subject of a friendly bid from Inco and a hostile bid from Xstrata plc, which was a 20% shareholder of Falconbridge. Xstrata applied to have Falconbridge’s pill invalidated, citing among other things that the Falconbridge had had its pill in place without shareholder approval for more than nine months and that the pill stood in the way of Falconbridge shareholders accepting Xstrata’s all cash offer for Falconbridge shares. Despite similar facts with previous cases in which securities regulators had promptly taken down pills, the Ontario Securities Commission ruled that Falconbridge’s pill could remain in place for a further limited period as it had the effect of sustaining the auction for Falconbridge by preventing Xstrata increasing its ownership and potentially obtaining a blocking position that would prevent other bidders from obtaining 100% of the shares.

United Kingdom

In Great Britain, poison pills are not allowed under Takeover Panel rules. The rights of public shareholders are protected by the Panel on a case-by-case, principles-based regulatory regime. One disadvantage of the Panel’s prohibition of poison pills is that it allows bidding wars to be won by hostile bidders who buy shares of their target in the marketplace during “raids”. Raids have helped bidders win targets such as BAA plc and AWG plc when other bidders were considering emerging at higher prices. If these companies had poison pills, they could have prevented the raids by threatening to dilute the positions of their hostile suitors if they exceeded the statutory levels (often 10% of the outstanding shares) in the rights plan. The London Stock Exchange itself is another example of a company that has seen significant stakebuilding by a hostile suitor, in this case the NASDAQ. The LSE’s ultimate fate is currently up in the air, but NASDAQ’s stake is sufficiently large that it is essentially impossible for a third party bidder to make a successful offer to acquire the LSE.

Takeover law is still evolving in continental Europe, as individual countries slowly fall in line with requirements mandated by the European Commission. Stakebuilding is commonplace in many continental takeover battles such as Scania AB. Formal poison pills are quite rare in continental Europe, but national governments hold golden shares in many “strategic” companies such as telecom monopolies and energy companies. Governments have also served as “poison pills” by threatening potential suitors with negative regulatory developments if they pursue the takeover. Examples of this include Spain’s adoption of new rules for the ownership of energy companies after E.ON of Germany made a hostile bid for Endesa and France’s threats to punish any potential acquiror of Groupe Danone.

Takeover Defenses

Poison pill is sometimes used more broadly to describe other types of takeover defenses that involve the target taking some action. Although the broad category of takeover defenses (more commonly known as “shark repellents”) includes the traditional shareholder rights plan poison pill. Other anti-takeover protections include:

Peoplesoft guaranteed its customers in June 2003 that if it were acquired within two years, presumably by its rival Oracle Corporation, and product support were reduced within four years, its customers would receive a refund of between two and five times the fees they had paid for their Peoplesoft software licenses. The hypothetical cost to Oracle was valued at as much as US$1.5 billion. Peoplesoft allowed the guarantee to expire in April 2004. If PeopleSoft had not prepared itself by adopting effective takeover defenses, it is unclear if Oracle would have significantly raised its original bid of $16 per share. The increased bid provided an additional $4.1 billion for PeopleSoft’s shareholders.

Conclusion

The Merger Guidelines issued by the U.S. Department of Justice in 1984 and the Statement of the Federal Trade Commission Concerning Horizontal Mergers issue in 1982. The Merger Guidelines may be revised from time to time as necessary to reflect any significant changes in enforcement policy or to clarify aspects of existing policy. Burden with respect to efficiency and failure continues to reside with the proponents of the merger. Sellers with market power also lessen competition on dimensions other than price, such as product quality, service, or innovation. The Clayton Act prohibits mergers that may substantially lessen competition “in any line of commerce . . . in any section of the country.” Accordingly, the Agency normally assesses competition in each relevant market affected by a merger independently and normally will challenge the merger if it is likely to be anticompetitive in any relevant market. In some cases, however, the Agency in its prosecutorial discretion should consider efficiencies not strictly in the relevant market, but inextricably linked with a partial divestiture or other remedy feasible to eliminate the anticompetitive effect in the relevant market without sacrificing the efficiencies in the other market(s).

The Agency should consider the effects of cognizable efficiencies with no short-term, direct effect on prices in the relevant market. Delayed benefits from efficiencies should be given less weight because they are less proximate and more difficult to predict. 

Reference:

 

******

 

 

 

 

 

 

 

 

[1] Assistant Professor, P.G. and Research Department of Corporate Secretaryship, Bharathidasan Government College for Women, Puducherry – 605 003. Email:  www.sensri68@rediff.com

A DIAGNOSIS ON HICCUP OF MERGER AND ACQUISITION

Introduction:

The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity.

Acquisition/Takeover

 

Achieving acquisition success has proven to be very difficult; while various studies have showed that 50% of acquisitions were unsuccessful the acquisition process is very complex, with many dimensions influencing its outcome.

Mergers

 

There are two types of mergers that are distinguished based on finance. Each has certain implications for the companies involved and for investors:

Purchase mergers is a kind of merger when one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable.

Acquiring companies often prefer this type of merger because it can provide them with a tax benefit. Acquired assets can be written-up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company.

Consolidation mergers are merger, where a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger.

A unique type of merger called a reverse merger is used as a way of going public without the expense and time required by an IPO. The occurrence of a merger often raises concerns in antitrust circles. Devices such as the Herfindahl index can analyze the impact of a merger on a market Regulatory bodies such as the European Commission, the United States Department of Justice and the U.S. Federal Trade Commission investigates anti-trust cases for monopolies dangers, and have the power to block mergers.

Accretive mergers are those in which an acquiring company’s earnings per share (EPS) increase. An alternative way of calculating this is if a company with a high price to earnings ratio (P/E) acquires one with a low P/E.

Dilutive mergers are mergers where a company’s EPS decreases. The company will be one with a low P/E acquiring one with a high P/E.

The completion of a merger does not ensure the success of the resulting organization; indeed, many mergers result in a net loss of value due to problems. Correcting problems caused by incompatibility—whether of technology, equipment, or corporate culture— diverts resources away from new investment, and these problems may be exacerbated by inadequate research or by concealment of losses or liabilities by one of the partners. Overlapping subsidiaries or redundant staff may be allowed to continue, creating inefficiency, and conversely the new management may cut too many operations or personnel, losing expertise and disrupting employee culture. These problems are similar to those encountered in takeovers. For the merger not to be considered a failure, it must increase shareholder value faster than if the companies were separate, or prevent the deterioration of shareholder value more than if the companies were separate.

Mergers Vs acquisitions

Although they are often uttered in the same breath and used synonymous, the terms merger and acquisition mean slightly different things.

In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a “merger of equals”.

In practice, however, actual mergers of equals don’t happen very often. Usually, one company will buy another and, as part of the deal’s terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal euphemistically as a merger, deal makers and top managers try to make the takeover more palatable.

A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly – that is, when the target company does not want to be purchased – it is always regarded as an acquisition. Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced

Mergers are generally differentiated from acquisitions partly by the way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist:

a)      Payment by cash – Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder’s shareholders alone.

b)      Financing capital – capital may be borrowed from a bank, or raised by an issue of bonds. Alternatively, the acquirer’s stock may be offered as consideration. Acquisitions financed through debt are known as leveraged buyouts if they take the target private.

c)      Hybrids – An acquisition can involve a combination of cash and debt or of cash and stock of the purchasing entity.

d)     Factoring – Factoring can provide the extra to make a merger or sale work. Hybrid can work as ad e-denit.

The Great Merger Movement of USA

The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used was so-called trusts. To truly understand how large this movement was—in 1900 the value of firms acquired in mergers was 20% of GDP. In 1990 the value was only 3% and from 1998–2000 it was around 10–11% of GDP. Organizations that commanded the greatest share of the market in 1905 saw that command disintegrate by 1929 as smaller competitors joined forces with each other. However, there were companies that merged during this time such as DuPont, Nabisco, US Steel, and General Electric that have been able to keep their dominance in their respected sectors today due to growing technological advances of their products, patents, and brand recognition by their customers. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. The “quick mergers” involved mergers of companies with unrelated technology and different management. As a result, the efficiency gains associated with mergers were not present. The new and bigger company would actually faced higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains; they were in fact done because that was the trend at the time.

Changing motives of Merger and Acquisitions

Acquiring firms’ financial performance does not positively change as a function of their acquisition activity. Motives for merger and acquisition that may not add shareholder value include:

A study published in the July/August 2008 issue of the Journal of Business Strategy suggests that mergers and acquisitions destroy leadership continuity in target companies’ top management teams for at least a decade following a deal. The study found that target companies lose 21 percent of their executives each year for at least 10 years following an acquisition – more than double the turnover experienced in non-merged firms.

 

 

Marketplace difficulties

In many countries, no marketplace exists for the mergers and acquisitions of privately owned small to mid-sized companies. Market participants often wish to maintain a level of secrecy about their efforts to buy or sell such companies. Their concern for secrecy usually arises from the possible negative reactions a company’s employees, bankers, suppliers, customers and others seek a transaction to become known. This need for secrecy has thus far thwarted the emergence of a public forum or marketplace to serve as a clearinghouse for this large volume of business. In USA, a Multiple Listing Service (MLS) of small businesses for sale is maintained by organizations such as Business Brokers of Florida (BBF). Another MLS is maintained by International Business Brokers Association (IBBA).

The process by which a company is bought or sold can prove difficult, slow and expensive. A transaction typically requires six to nine months and involves many steps. Locating parties with whom to conduct a transaction forms one step in the overall process and perhaps the most difficult one. Qualified and interested buyers of multimillion corporations are hard to find. Even more difficulties attend bringing a number of potential buyers forward simultaneously during negotiations. Potential acquirers in an industry simply cannot effectively “monitor” the economy at large for acquisition opportunities even though some may fit well within their company’s operations or plans.

An industry of professional “middlemen” known as intermediaries, business brokers, and investment bankers exists to facilitate M&A transactions. These professionals do not provide their services cheaply and generally resort to previously-established personal contacts, direct-calling campaigns, and placing advertisements in various media. In servicing their clients they attempt to create a one-time market for a one-time transaction. Stock purchase or merger transactions involve securities and require that these “middlemen” be licensed broker dealers under FINRA (SEC) (USA) in order to be compensated as a percentage of the deal. Marketing problems typify any private negotiated markets. Due to this problem and other problems like much more strenuous conditions for mid-sized companies. Mid-sized business brokers have an average life-span of only 12–18 months and usually never grow beyond 1 or 2 employees.

The market inefficiencies can prove detrimental for a sector of the economy. An important and large sector of the entire economy is held back by the difficulty in conducting corporate M&A. Furthermore, it is likely that since privately held companies are so difficult to sell they are not sold as often.

Previous attempts to streamline the M&A process through computers have failed to succeed on a large scale because they have provided mere “bulletin boards” – static information that advertises one firm’s opportunities. Users seek other sources for opportunities just as if the bulletin board were not electronic. A multiple listings service concept was not used due to the need for confidentiality but there are currently several in operations. The most significant of these are run by the California Association of Business Brokers (CABB) and the International Business Brokers Association (IBBA) These organizations have effectivily created a type of virtual market without compromising the confidentiality of parties involved and without the unauthorized release of information.

One part of the M&A process

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