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Corporate-

Level Strategy:
Creating Value
through
Diversification
Chapter 6

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale
or distribution in any manner. This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website,
in whole or part.
Learning Objectives
6-2

After reading this chapter, you should have a good


understanding of:
LO6.1 The reasons for the failure of many
diversification efforts.
LO6.2 How managers can create value through
diversification initiatives.
LO6.3 How corporations can use related
diversification to achieve synergistic benefits
through economies of scope and market power.

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Learning Objectives
6-3

LO6.4 How corporations can use unrelated


diversification to attain synergistic benefits through
corporate restructuring, parenting, and portfolio
analysis.
LO6.5 The various means of engaging in
diversification mergers and acquisitions, joint
ventures/strategic alliances, and internal
development.

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Corporate-Level Strategy
6-4

Consider . . .

What businesses should a corporation compete in?


How can these businesses be managed so they
create synergy that is, create more value by
working together than if they were freestanding
units?

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Making Diversification Work
6-5

Diversification initiatives must create value for


shareholders through
Mergers and acquisitions
Strategic alliances
Joint ventures
Internal development
Diversification should create synergy
Business 1 plus Business 2 equals More than
two

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Making Diversification Work
6-6

A firm may diversify into related businesses


Benefits derive from horizontal relationships
Sharing intangible resources such as core
competencies in marketing
Sharing tangible resources such as production
facilities, distribution channels via vertical
integration
A firm may diversify into unrelated
businesses
Benefits derive from hierarchical relationships
Value creation derived from the corporate office
Leveraging support activities in the value chain

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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Related Diversification
6-7

Related diversification enables a firm to


benefit from horizontal relationships across
different businesses

Economies of scope allow businesses to:


Leverage core competencies
Sharing related activities
Enjoy greater revenues, enhance differentiation

Related businesses gain market power by:


Pooled negotiating power
Vertical integration
Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Related Diversification:
Leveraging Core Competencies
6-8

Core competencies reflect the collective


learning in organizations. Can lead to the
creation of value and synergy if

They create superior customer value


The value chain elements in separate
businesses require similar skills
They are difficult for competitors to imitate or
find substitutes for

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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Related Diversification:
Sharing Activities
6-9

Corporations can also achieve synergy by


sharing activities across their business units.

Sharing tangible & value-creating activities can


provide payoffs:

Cost savings through elimination of jobs, facilities


& related expenses, or economies of scale
Revenue enhancements through increased
differentiation & sales growth

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Related Diversification:
Market Power
6-10

Market power can lead to the creation of value


and synergy through

Pooled negotiating power


Gaining greater bargaining power with suppliers &
customers
Vertical integration - becoming its own supplier
or distributor through
Backward integration
Forward integration

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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Related Diversification:
Vertical Integration
6-11

Example: Simplified Stages of Vertical Integration: Shaw


Industries
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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Related Diversification:
Vertical Integration
6-12

1. Is the company satisfied with the quality of the value


that its present suppliers & distributors are providing?
2. Are there activities in the industry value chain
presently being outsourced or performed
independently by others that are a viable source of
future profits?
3. Is there a high level of stability in the demand for the
organizations products?
4. Does the company have the necessary competencies
to execute the vertical integration strategies?
5. Will the vertical integration initiatives have potential
negative impacts on the firms stakeholders?

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Unrelated Diversification
6-13

Unrelated diversification enables a firm to


benefit from vertical or hierarchical relationships
between the corporate office & individual
business units through
The corporate parenting advantage
Providing competent central functions
Restructuring to redistribute assets
Asset, capital, & management restructuring
Portfolio management
BCG growth/share matrix

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Unrelated Diversification:
Parenting & Restructuring
6-14

Parenting allows the corporate office to create


value through management expertise &
competent central functions

In restructuring the parent intervenes:


Asset restructuring involves the sale of
unproductive assets
Capital restructuring involves changing the debt
equity mix, adding debt or equity
Management restructuring involves changes in
the top management team, organizational
structure, & reporting relationships
Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Unrelated Diversification:
Portfolio Management
6-15

Portfolio management involves a better


understanding of the competitive position of an
overall portfolio or family of businesses by

Suggesting strategic alternatives for each business

Identifying priorities for the allocation of resources

Using Boston Consulting Groups (BCG)


growth/share matrix

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Unrelated Diversification:
Portfolio Management
6-16

Each circle
represents one of
the firms business
units. The size of
the circle
represents the
relative size of the
business unit in
terms of revenue.

Exhibit 6.4 The Boston Consulting Group (BCG) Portfolio


MatrixCopyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Unrelated Diversification:
Portfolio Management
6-17

Limitations of portfolio models:

SBUs are compared on only two dimensions & each


SBU is considered a standalone entity
Are these the only factors that really matter?
Can every unit be accurately compared on that
basis? What about possible synergies?

Following strict & simplistic rules for resource


allocation can be detrimental to a firms long-term
viability

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Example: Goal of Diversification =
Risk Reduction?
6-18

Diversification can reduce variability in


revenues & profits over time. However

Stockholders can diversify portfolios at a much


lower cost & economic cycles are difficult to
predict, so why diversify?

Example = General Electrics businesses:


Aircraft engines, power generation equipment,
locomotive trains, large appliances, healthcare
products, financial products, lighting, mining, oil &
gas
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Means of Diversification
6-19

Diversification can be accomplished via

Mergers & acquisitions


And divestment

Pooling resources of other companies with a firms


own resource base through
Strategic alliances & joint ventures

Internal Development through


Corporate entrepreneurship
New venture development
Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Mergers and Acquisitions
6-20

Mergers involve a combination or consolidation


of two firms to form a new legal entity:

The two firms are on a relatively equal basis

Acquisitions involve one firm buying another


either through stock purchase, cash, or the
issuance of debt

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Mergers and Acquisitions
6-21

Exhibit 6.5 Global Value of Mergers and Acquisitions ($


trillion)
Source: Thomson Financial, Institute of Mergers, Acquisitions, and Alliances (IMAA) analysis
Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
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Mergers and Acquisitions: Motives
6-22

In high-technology & knowledge-intensive


industries, speed is critical: acquiring is faster
than building.

M&A allows a firm to obtain valuable resources


that help it expand its product offerings &
services.

M&A helps a firm develop synergy:


Leveraging core competencies
Sharing activities
Building market power
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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Mergers and Acquisitions:
Limitations
6-23

Takeover premiums for acquisitions are typically


very high

Competing firms can imitate advantages

Competing firms can copy synergies

Managers egos get in the way of sound business


decisions

Cultural issues may doom the intended benefits


Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Mergers and Acquisitions:
Divestment
6-24

Divestment objectives include:

Cutting the financial losses of a failed acquisition


Redirecting focus on the firms core businesses
Freeing up resources to spend on more attractive
alternatives
Raising cash to help fund existing businesses

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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Mergers and Acquisitions:
Divestment
6-25

Successful divestiture involves:

Removing emotion from the decision


Knowing the value of the business youre selling
Timing the deal right
Maintaining a sizable pool of potential buyers
Telling a story about the deal
Running divestitures systematically through a
project office
Communicating clearly and frequently

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Strategic Alliances &
Joint Ventures: Motives
6-26

Strategic alliances & joint ventures are


cooperative relationships between two (or more)
firms with potential advantages:

Ability to enter new markets through


Greater financial resources
Greater marketing expertise

Ability to reduce manufacturing or other costs in


the value chain

Ability to develop & diffuse new technologies


Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Strategic Alliances &
Joint Ventures: Limitations
6-27

Need for the proper partner:

Partners should have complementary strengths

Partners strengths should be unique


Uniqueness should create synergies
Synergies should be easily sustained & defended

Partners must be compatible & willing to trust


each other

Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Internal Development
6-28

Corporate entrepreneurship & new venture


development motives:

No need to share the wealth with alliance


partners
No need to face difficulties associated with
combining activities across the value chains
No need to merge diverse corporate cultures

Limitations:
Time-consuming
Need to continually develop new capabilities
Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Managerial Motives
6-29

Managerial motives: Managers may act in their


own self interest eroding rather than enhancing
value creation through

Growth for growths sake


Top managers gain more prestige, higher rankings,
greater incomes, more job security
Its exciting and dramatic!

Excessive egotism

Use of antitakeover tactics


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This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Managerial Motives:
Antitakeover Tactics
6-30

Antitakeover tactics include:


Green mail
Golden parachutes
Poison pills

Can benefit multiple stakeholders not just


management

Can raise ethical considerations because the


managers of the firm are not acting in the
best interests of the shareholders
Copyright 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any manner.
This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.

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