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Government Intervention in Mergers and Acquisitions

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Government Intervention in Mergers and Acquisitions Government Intervention in Mergers and Acquisitions Master Thesis Georgi Petrov Kandilarov International Business Economics 4th Semester Aalborg 2015 Table of Contents 1. Introduction ................................................................................. 5 1.1. Background and Problem discussion ...................................................... 5 1.2. Problem Formulation and Research Questions ..................................... 10 2. Methodology ............................................................................. 11 2.1. Paradigm and Paradigmatic Assumptions ............................................... 12 2.1.1. Burrell and Morgan’s Assumptions .................................................. 13 2.1.2. Arbnor and Bjerke’s Assumptions .................................................... 16 2.2. Methodological approach ..................................................................... 17 2.2.1. Burrell and Morgan’s Classification .............................................. 17 2.2.2. Arbnor and Bjerke’s Three Approaches ......................................... 19 2.3. Choice of methodological approach ..................................................... 23 2.4. The Case Study and Case Selection ..................................................... 25 2.4.1. Case selection ................................................................................ 26 2.5. Research methods and techniques ........................................................ 27 2.5.1. Qualitative versus Quantitative Research ....................................... 27 2.5.2. Data Collection .............................................................................. 29 3. Literature Review ...................................................................... 32 3.1. Mergers and Acquisitions – Overview ................................................. 33 3.2. Classification of Mergers & Acquisition .............................................. 36 3.3. Understanding the Motives for M&A .................................................. 38 3.4. The Merger & Acquisition Process ...................................................... 42 3.5. What are the Reasons that Could Lead to Failure ................................. 47 3.6. Consequences of Cross-border M&As ................................................. 52 3.7. The Government Involvement in Cross-border M&As ........................ 56 3.8. M&A Regulations in European Union and United Kingdom ............... 61 1 4. Case Studies .............................................................................. 67 4.1. Kraft takeover of Cadbury ................................................................... 67 4.2. News Corporation takeover bid for British Sky Broadcasting .............. 73 4.3. Pfizer takeover bid for AstraZeneca ..................................................... 79 5. Discussion and Analysis ........................................................... 86 5.1. Overview ............................................................................................. 86 5.2. The Type of Deal ................................................................................. 87 5.3. Motives and Goals ............................................................................... 89 5.4. The Consequences - Beneficial or Harmful .......................................... 91 5.5. Economic patriotism ............................................................................ 97 5.6. Framework ........................................................................................... 99 5.7. Additional Notes and Recommendations ........................................... 104 6. Conclusions ............................................................................. 107 7. Limitations and Vision for Future Research ............................ 109 Bibliography ................................................................................... 111 2 Executive Summary Mergers and acquisitions (M&As) are quite often considered as one of the best and quickest strategic methods to confront the global competitive market. However, it is indicated that these deals suffer from an alarmingly high rate of failure due to various reasons. Some of the challenges and issues that companies face occur also on the pre-deal stage. One of these obstacles can become the government intervention – a topic that has not been well researched and covered by the literature. In this paper the issue of government intervention is critically discussed as a potential cause of M&A failure on the pre-deal stage. The possible reasons that might draw the attention of higher domestic and international institutions or trigger an intervention from the government are identified and discussed in details. It is explained what the government reaction involves, in which circumstances it is most likely to take place and how it is justified and implemented. The influence that this intervention might have on the outcome of the deal’s negotiations is discussed as well. A practical tool in the form of a framework is created in order to help managers and leaders that are planning to engage into a merger or acquisition. It is meant to facilitate them in understanding, identifying and predicting the possible negative government intervention in their specific M&A scenario. The scope of the thesis has been narrowed down to investigating the government intervention in three M&A cases where foreign companies have targeted firms based in the United Kingdom. In chronological order the first case is the successful hostile takeover of Cadbury by Kraft, which faced a widespread disapproval in Britain. The second case concerns News Corporation’s attempt to buy the stake it does not already own in BSkyB and the last one is Pfizer’s offer to combine its assets with AstraZeneca, which at the end was rejected by the target’s board of directors. Six separate but coherently connected chapters are developed in order to find the answers to the formulated problem statement and research questions. The first chapter serves the purpose of introducing the essence and background of the problem, along with the formulation of research questions. Chapter two includes 3 the chosen methodological approach, as well as research methods and techniques of collecting and analysing the data in this paper. The next chapter is dedicated to presenting the literatures, theoretical knowledge, related researches and regulations needed to understand the problem of investigation, which later contributed to creating the framework. All the information necessary to understand and follow the complex events from the three aforementioned M&A cases is presented in chapter four. In the fifth chapter the empirical cases are compared, evaluated and critically discussed from the perspective of the specific government intervention in each of them, along with all the reasons that triggered this response. In this chapter the framework is introduced by combining the information from the literature and the case analysis. In the last pages the reader can see a summary of the results and conclusions drawn from the paper as well as recommendations to what the foreign companies take into consideration when initiating a merger or acquisition deal in order to avoid negative government intervention. Keywords: Government Intervention, Mergers and Acquisitions, Cross-Border, United Kingdom 4 1. Introduction 1.1. Background and Problem discussion In the business environment of the modern world, the merger and acquisition deals have drastically increased. M&As are quite often considered as one of the best and quickest strategic methods to confront the global competitive market. They are usually undertaken with the aim of creating value in general and maximizing shareholders wealth. A successful merger or acquisition has been proven to be highly beneficial in many ways. Realized synergies and improved financial performance can bring a fortune to the companies’ shareholders and dictate the future of the involving companies. It is not uncommon for such deals to be worth billions of dollars and the increase in their revenue after a successful integration could be even higher. However, practice has shown that acquiring an organization or merging two different companies is a long and complex task, which introduces many obstacles and issues on different stages of the process from the initial negotiations to the actual integration. Even though mergers and acquisitions today occur very often, there is still an alarmingly high rate of failures. Most researches in the area indicate that “more than half of all M&A deals end up being unsuccessful”.1 These numbers refer primarily to the deals that managed to get pass the negotiation stage since they are easier to estimate. Therefore, the number of unsuccessful deals that have failed on pre-deal stage remains unknown as many of these cases do not reach public knowledge and are left undocumented. The issue that will be studied in this paper is one of the reasons that can lead to failure on the phase of negotiations, i.e. the pre-deal stage. Over the years, scholars have investigated various reasons for failure. The issues could be poor strategic and financial fit, organizational differences, missed synergies, clash of national or corporate cultures and many more. Most of these problems have been covered in a large number of research studies and books, 1 Cameron, E. & Green, M.; 2009; “Making sense of Change Management: A complete guide
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