A Brave New Paradigm for M&A
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A Brave New Paradigm for M&A Serial Acquisition Options A serial M&A strategy is a powerful strategic option for businesses wishing to grow in a specific market or for a private equity firm pursuing a buy-and-build strategy. Thras Moraitis, Executive General Manager Group Strategy and Corporate Affairs at Xstrata plc, and Han Smit, Professor of Corporate Finance at Erasmus University, reveal how some fresh thinking is needed to deliver a successful acquisition strategy. The volatility in the public markets initially Xstrata provides an illuminating example of led some observers to predict a burst how the theory can work in practice. Until of M&A activity as cash-rich corporates 2001, Xstrata was a nondescript Swiss-listed sought to snap-up seriously undervalued ferrochrome and zinc business attached to the businesses. That never quite came to pass and metals trading house Glencore. The introduction instead what has emerged is a much more of a new management team under Mick Davis cautious, strategic approach to takeovers. in late 2001 led to a listing on the London Stock Exchange and the subsequent completion of a Indeed, particularly when it comes to serial series of acquisitions. Using a serial acquisition acquisitions, there is a strong argument to strategy, Xstrata transformed itself over a period adopt new types of analysis to prevent the of five years from a minnow to the world’s fifth companies from adding to the still high largest miner with a market value of over $65bn. failure statistics emanating from corporate M&A. The application of fresh academic Timing and size were important. Impatient ideas to acquisition strategy has become an for growth, and guessing correctly that a increasingly important topic to consolidation high industry cycle would last much longer strategy practitioners and academia. The main than usual, Xstrata defied traditional focus of this article, which is based on our industry wisdom by embarking on an forthcoming book, ‘Playing at Serial Acquisitions’, acquisition journey while their competitors is to provide specialised tools to enable an settled for organic growth. The success of understanding of pricing strategies and to this bold strategy gave Xstrata a size that assist in identifying targets. It’s an approach propelled them into ‘the virtuous circle of that offers a powerful tool for delivering value creation’, with the market assigning superior shareholder returns over a sustained higher values to its embedded options campaign of industry transformation. and reducing its costs of capital. www.criticaleye.net 01 A TIME AND A PLACE Xstrata’s strategic position was partly determined by the commodity and geographic diversity of its asset base and its embedded acquisition options, as well as the capabilities that allowed it to respond rapidly to changing industry conditions. The platform acquisition of similar sized rivals - such as MIM - quickly increased Xstrata’s scale and diversity, and gave it growth options in various commodities such as coal copper and zinc. Once uncertainty about the success of The success of this bold the first stage of the consolidation was resolved, management could either continue to expand operations if demand strategy gave Xstrata a size remained strong in a commodity, or proceed with the next stage of the acquisition that propelled them into ‘the strategy – in effect, select one of the newly created real options over another – as conditions dictated. The early success of virtuous circle of value creation’ the MIM acquisition was followed by further smaller asset acquisitions - including in copper mines such as Las Bambas As a starting point, the differential market and the residual equity value is then taken (2003) or Tintaya (2006) and in coal such value of leading industry players can be seen to reflect the firm’s set of growth options. as in Cerrejón (2006) - and the platform as reflecting their superior set of real options. acquisition of Falconbridge in 2006. The gap between a company’s market value Table 1 lists leading players in the mining and the present value of the future earnings industry (as at mid 2005), ordered from the Subsequent acquisitions of Jubilee Nickel capacity of its assets represents the value least to the most diversified, and estimations in Western Australia, Eland Platinum, and placed on the firm’s strategy to appropriate of the value of their future growth options a 25 per cent participation in Lonmin - profitable corporate growth opportunities. at that point. The market value of equity providing an option to acquire a major (column 1) is the stock price times the number platinum producer - created further diversity The present value of its growth options of shares. Continuing value estimations of and optionality in the platform portfolio. (PVGO) can be estimated from the value of assets in place (column 2) are based on the Each transaction in a different commodity assets in place and the market value of the current earnings and the average of 2006 on this path had its own dynamics, but firm. This method ‘backs out’ the value of and 2007 analyst’s earnings forecasts using each was designed to fill specific gaps in the firm’s growth option set from its equity the Institutional Brokers Estimate System Xstrata’s strategy and to deliver, step-by- value by deducting the static present value (I/B/E/S), adjusted for the phase of the step, a re-rating relative to its competitors (PV) component associated with the firm’s economic cycle. The market’s assessment of that would help Xstrata towards its aim of continuing current operations or assets. growth options to equity (column 3) equals becoming a global diversified company. This is performed in a ‘no-growth’ scenario. the value of equity (column 1) minus the value The value of assets in place is estimated of assets in place (column 2), which is then An innovative set of analytics can now using standard present value techniques, expressed as a percentage of equity value. underline such serial acquisitions strategies which defy traditional approaches in M&A. Essentially, these intersect finance and TABLE 1: ‘GLOBAL DIVERSIFIEDS’ HAVE A HIGHER PROPORTION OF GROWTH OPTION strategy in a dual framework for valuing VaLUE (PVGO) TO EQUITY potential options - ‘top down’ (by ‘backing Firm Price Assets in Place PVGO/P out’ the value of a firm’s assets from its 1. 2. 3. market value) and ‘bottom up’ (from the Market Value Various Estimates Growth Options firm’s assets, with an acquisition strategy of Equity of Assets in Place to Equity likened to a series of call options). (Million US$) Current I/B/E/S The attraction of the ‘top-down’ Earnings @ Ke Earnings @ Ke methodology is that, instead of complex real option models, financial markets Inco 11,400 7,700 11,300 1–32% determine growth options value, avoiding Teck Cominco 14,400 9,300 13,400 7–35% the need for detailed specific company Xstrata 26,600 13,800 20,400 23–48% information. The market value of companies Rio Tinto 92,600 52,600 66,800 28–43% - especially of known consolidators BHP Billiton 141,500 83,300 107,300 24–41% and of their targets - incorporates the prospective value of their growth options. Source: Thomson as of 5-5-2006 (before announcement of Teck on Inco). www.criticaleye.net 02 FIGURE 1: XSTRATA’s Acquisition PaTHS AS A SERIES OF OPTIONS PLATINUM PLATFORM Eland Platinum 25% Lonmin PLATFORM ACQUISITION NICKEL PLATFORM FALCONBRIDGE Jubilee Canada (NICKEL, COPPER) Western Australia Success: ASSET Cerrejon, Colombia High Commodity Prices Coal PLATFORM ACQUISITION Copper Success: Tintaya, Las Bambas, Peru High MIM Commodity (ZINC, COAL, COPPER) Prices PLATFORM ACQUISITION Failure: DEFER OR GLENCORE Low Commodity Prices ABANDON (ENEX)(COAL) Failure: DEFER OR Low Commodity ABANDON Prices MAIN FOCUS OF ACTIVITY Thras Moraitis Executive General Manager 2002 2003 2004 2005 and beyond Group Strategy and Corporate Listing on LSE Platform Diversification, Exploit portfolio Affairs, Xstrata plc and ambition to businesses consolidation, of options Further Xstrata is a major global diversified mining grow through with reputation scale in acquisitions group, listed on the London and Swiss stock acquisitions and mining commodities and Mega-merger exchanges and headquartered in Switzerland. depending on competencies geographies to become a Thras joined in 2003 and is responsible for the evolution of in coal, copper in a fragmented major miner Group’s strategic development, post-acquisition commodity prices and zinc market integration, leadership development, external affairs and investor relations as well as the Group’s technology businesses. FULL VALUE commodity prices, and provides a rational Thras has postgraduate degrees in Electrical way to choose whether to prosecute, alter or Engineering and Computer Science and The top down approach should be defer decisions, depending on the expected an MBA from the University of the complemented with a bottom-up option evolution of the external environment. Witwatersrand, South Africa. He now lives valuation. This new theory may point to in London with his wife and two children. a promising avenue in the development We propose that real options analysis be Han Smit of rigorous models for the design and used as a framework to review a firm’s Professor of Corporate assessment of serial acquisitions. To give potential growth paths (and predict Finance at Erasmus an example, Figure 1 maps Xstrata’s journey those of its competitors), and to resolve University Rotterdam as a series of options, and shows the the perennial tension between ‘strategic complexity of a serial acquisition strategy design’ and ‘opportunism’ by integrating Han’s work focuses on private equity, valuation and serial acquisition strategies. as a series of different types of interacting strategy, finance and acquisition strategy with Recently, he published a book: Strategic acquisition options, new platform acquisition a view to enhancing long-term shareholder Investment: Options and Games – options, follow-on asset acquisition value in uncertain environments.