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Strategic Intervention According to John Collins, Competing in the market place is like war, you have injuries and causalities, and best strategy wins. Strategic Intervention means a multi-business firm, the resource allocation process i.e, how cash, staffing, equipment, and other resources are distributed at corporate level. The corporate level managers are responsible for diversification and the addition, of new products of services to the existing products or service line-up. Formulation of strategic intervention involves assessment of market conditions in which an organization operates. Various alternative strategic interventions that an organization can follow are categorized into different ways, namely; forward integration, backward integration, horizontal integration, market penetration, market development, product development, concentric diversification, horizontal diversification, joint venture, retrenchment, divestiture and liquidation and a combination strategy. There are four generic models of corporate strategic intervention; they are stability strategies, growth strategies, retrenchment strategies and combination strategies. Each of the strategic intervention has a specific objective. For instance, stability strategy intervention is utilized by a firm to achieve steady, but slow improvement in growth, a growth strategic intervention seeks to alter a firms strategic track by adding new product lines. Retrenchment strategic intervention like harvesting, turnaround, divestiture, or liquidation is used to reverse poor organizational performance.
conducted, is the strategic intervention and relationship based not on ownership, but on partnership (Drucker, 1996). He also observed that there is not just a surge in alliances but a worldwide restructuring of companies in the shape of alliance and partnerships. According to a recent survey by the global consulting major, Booz, Allen and Hamilton, corporate restructuring in the form of strategic alliance is spreading in every industry and is becoming an essential driver of superior growth. The corporate restructuring in terms of number of strategic alliances in the world is surging. For instance more than 20,000 new alliances were formed in the U.S between 1987 and 1992, compared with 5100 between 1980 and 1987 and 750 during the 1970s. The firm also predicts that within the next five years, the value of alliances is projected to range between $30 trillion to $50 trillion. The survey also reveals that more than 20% of the revenue generated from the top 2,000 US and European companies now comes from alliances, with much more predicted in the near future. Since 1980s, corporate restructuring via strategic alliances have been very popular. Strategic Alliances in the form of mergers and acquisitions are proving to be a powerful tool, particularly in today's world, due to the need to build differential capabilities in more areas than a company has resources or time to develop. The legendary Jack Welch, who headed GE in the past, echoing this sentiment once said, "If you think you can go it alone in today's global economy, you are highly mistaken." During the early 1980s Mexico adopted a government scheme to restructure corporate foreign debt following the disruption of external debt payment and the drying up of new lending in 1982. The government in early 1983 established the Foreign Exchange Risk Coverage Trust Fund known as FICORCA. About $12.5 billion in debt of some 2,000 corporation was restructured under FICORCA. Chile recapitalized bank and implemented government plans to restructure corporate debt during the early and mid-1980's. To provide incentives for debt servicing and re-establish a sound banking system, the authorities improved bank supervision and regulation, recapitalized private bank by purchasing substandard loans at par in 1982, 1984 and 1986 and implemented several schemes giving financial incentives for debt restructuring. Hungary during 1991-1995 made several approaches to corporate debt restructuring. Under the tough "bankruptcy" law of 1991 under the new scheme, 55 firms were restructured by government directly. During the Asian crisis of 1997-1998, Thailand combined several of the restructuring approaches. To encourage banks to restructure their holdings, non performing loans, after they have been restructured were relaxed. Most of the European countries initiated corporate restructuring through banks and financial reform and up to certain extent, the government intervention. According to the 2008 Boston Consulting Group (BCG) New Global Challengers report, BCM 100, top companies from rapidly developing economies (RDEs) such as India, China, Russia, Mexico and Brazil, are changing the world and challenging the dominance of establishing multinational players across the world. In 2006, they completed 72 outbound acquisitions, up from 21 in 2000. The average size of these transactions grew from $156 million in 2001 to $981 million in 2006. Of the 100 companies on BCG's list, 41 are from China, 20 from India and 13 from Brazil, with the rest coming from other Rapidly Developing Economies.
Table 1 Number of Merger and Takeover in India from 1988 to 2003 Years Number Change in % 1988 15 1989 18 20.00 1990 25 38.90 1991 71 184.00 1992 135 90.10 1993 288 113.30 1994 363 26.00 1995 430 18.50 1996 541 25.80 1997 636 17.60 1998 730 14.80 1999 765 04.79 2000 1,177 53.86 2001 1,045 -11.21 2002 838 -19.81 2003 834 -0.48 Source Collected from Various Newspapers including Business Dailies, Various Issues and also Monthly Review of the Indian Economy, Centre for Monitoring Indian Economy, Various Issues Table 2 Top 10 India Mergers & Acquisitions Deals Target Acquirer Acquirer Deal Value ($ mn) Nation Corus Group UK Tata Steel India 14,305.25* Reliance Industries India Shareholders India 8,063.00 Reliance Infocom India Reliance Comm Ventures India 5,577.17 Reliance Capital India Reliance Capital Ventures India 1,743.80 Idea Cellular India Investor group India 988.00 Reliance Energy India Reliance Energy Ventures India 906.57 Omimex Colombia Mansarovar Energy India 850.00 Flextronics India KKR US 850.00 Essar Oil India Vadinar Oil India 835.07 Dr. Reddys India Betapharm Germany 570.00 Figures for January-December, 2006. * Deal pending Source B.W. Thomson Financial M&A Roundup, Business World, 22nd January, 2007, p. 23 Target
The scenario for corporate Restructuring driven by Mergers & Acquisitions changes dramatically in the 90s with the Tatas selling TOMCO and Lakme. Suddenly selling out has become a sensible option. Mergers and acquisitions in India are primarily aimed at expanding a companys business and profits. Acquisitions bring in more customers and business, which in turn brings in more money for the companies thus helping in its overall expansion and growth. Consolidation in the form of mergers, acquisitions and strategic interventions has become a compelling necessity to counter the effects of increasing globalization of businesses, declining tariff barriers, price decontrols and to please the ever demanding and discerning customers. The Mergers & Acquisition activity is helping the companies to restructure, gain market share or access to markets, rationalize costs and acquire brands to counter these threats. Experts feel that Indian companies look at mergers & acquisition due to the size factor, the niche factor or for expanding their market reach. They also opine that acquisitions help in the inorganic (and quicker) growth of the business of a company. Besides these factors, the pricing pressure and consolidation of global companies by building offshore capabilities have made M&A relevant for Indian enterprises to grow in size by adding manpower and to facilitate overall expansion by moving into new market space. Gaining new customers is another reason behind M&A. For instance V Moksha, an IT firm, saw a rise in the number of its customers due to acquisitions as it expanded considerably in the US market and leveraged on the existing customer base. The Polaris-orbi Tech merger helped in combining skill sets of both companies, which consequently led to growth and expansion of the merged entity likewise, Wipro acquired GE Medical System Information Technology (India) to leverage its expertise in the health science domain. What makes the most recent wave of M&As 766
different is the involvement of global players. Foreign private equity is coming into Indian companies like New Bridges recent investment in Shriram Holdings. Meanwhile, Indian companies, sensing attractive opportunities outside the country are also venturing abroad. Tata Steel has bought Singapore based Nat Steel for $486 million. Videocon has bought the colour picture tubes business of Thomson for $290 million.
Table 3 The Top 10 Acquisitions made by Indian Companies Worldwide (Sharma, 2008) Acquirer Tata Steel Hindalco Videocon Dr. Reddys labs Suzlon Energy HPCL Ranbaxy Labs Tata Steel Videocon VSNL Target Company Corus Group Plc Novelis Daewoo Electronics Corp. Betapharm Hansen Group Kenya petroleum Refinergy Ltd. Terapia SA Natsteel Thomson SA Teleglobe Country Targeted UK Canada Korea Germany Belgium Kenya Romania Singapore France Canada Deal Value ($ ml) 12,000 5,982 729 597 565 500 324 293 290 239 Industry Steel Steel Electronics Pharmaceutical Energy Oil and Gas Pharmaceutical Steel Electronics Telecom
For a better understanding and having a deep insight of the topic it is worthy to have a case analysis of some related events taken place in the corporate arena. Some of vital events of mergers and acquisitions that have taken place is being presented in the case study form. Case Study-1 Nicholas Piramal India Ltd: Profiting from Mergers and Acquisition Nicholas Piramal India Ltd (NPIL), best known for its growth by mergers and acquisitions, is among the top ten companies in the domestic formulations market with a major presence in anti-bacterial, CNS & CVS-Diabetic. NPIL has expanded aggressively after the Nicholas group took over Nicholas Laboratories in 1986. The turnover and net profit have grown at a healthy compounded annual growth (CAGR) of 33% and 45% respectively in the past decade. With more than a dozen joint ventures with pharmaceutical companies in different healthcare segments, NPIL has mastered the art of forging JVs and running them successfully. Prices of over 60% of the drugs and formulations are controlled by the government through DPCO in the Rs. 130 billion Indian pharmaceutical market. In the domestic bulk drugs market, low entry barriers have resulted in overcapacity and price wars. Major domestic players are, therefore, focusing on formulations, where brand image and distribution network act as entry barriers. They are increasing their overseas marketing and manufacturing network to enhance their exports (under patent drugs to third world countries and generics to developed nations). In anticipation of WTO regime, multinational corporations are strengthening their operations in India by setting up 100% subsidiaries or through marketing tie-ups with major domestic players. The big local players are also strengthening their operations through brand acquisitions, co-marketing and contract manufacturing tie-ups with MNCs. Case Study - 2 Following this trend, NPIL is focusing on strengthening its R&D to gear up for the patents regime. The companys R&D facility with more than 100 scientists (acquired from Hoechst Marion in 1999, renamed as Quest Science Institute) is one of the best R&D centers in India. NPIL has hived off its Falconnage (glass) and bulk drug division into separate entities to improve efficiencies. It is working on seven new chemical entities (NCE). The first one, an anti-malarial drug, is already commercialized. NPIL has set a growth target of more than 30% through aggressive product launches as well as mergers and acquisitions of brands and companies in the therapeutic segment of anti-bacterial, CVS-diabetes, Nutrition and GI tract and Central Nervous System (CNS).
corporations take advantage of wide spread liberalization and deregulate in an effort to gain market shares. Historically, most matters relating to the rights of share holders were governed by the Companies Act, 1956. The provisions of Companies Act, 1956, govern mergers and amalgamations of domestic companies; Acquisition of companies comes under the provision of takeover code of Securities and Exchange Board of India (SEBI). The Securities and Exchange Board of India was set up as a statutory authority in 1992, and has taken a number of initiatives in the area of investor protection. In recent years, an increasing number of firms have realized the necessity for greater transparency, independent management, and the protection of minority share holders and creditors in order to maintain competitive pace in the expanding capital markets. Responding to such sense of urgency, serious efforts were made in the country in 2000, 2001 and 2002 when certain corporate governance reforms were announced by amending the companies Act of 1956. The Legal and Regulatory framework of corporate governance in India composes of Industries (Development & Regulation) Act, 1951, Companies Act 1956, Income Tax Act, 1961, monopolies and Restrictive Trade Practice Act, 1969 (MRTP Act); Foreign Exchange Regulation Act (FERA), 1973, Sick Industrial Companies (special Provision) Act, 1985 (SICA, 1985); Foreign Exchange Management Act, 1995 (FEMA); and Competition Act 2002. Corporate governance in India is driven by a supportive legal regulatory and accounting environment need, necessary for successful corporate restructuring. Important legal aspects of restructuring include foreclosure standards, Foreign investment rules, and merger and acquisition policies for facilitating complete restructuring transactions.
9. Conclusion
The pace with which national and international environment is radically changing with the interplay of National, Regional and International financial institutions, makes corporate restructuring assume paramount importance in Indian context, since most of the innovations, norms, practices and inventions in terms of corporate principles are laid down by western industrialized nations, and then percolated to Indian environment. Corporate restructuring, as an effective instrument to serve share holders better, has been a very successful concept abroad and its been followed all the more in high context culture like India. The corporate restructuring in India is determined by both internal and external factors. Internal factors like expansion of service sector, regional disparity, abundance of Human resource. Political and legal framework determine the functional aspect of any corporate firm. On the other hand, external factors like increased price volatility, tax asymmetric, development in technology, regulatory changes, liberalization, increased competition and reduction in information and transaction casts, have lead to a practice of corporate restructuring as a move to maximize the shareholders value and coinciding with the contemporary Human Resource planning and development process in the Indian corporate sector. The strategic instruments for corporate restructuring in India are predominated by mergers acquisition and genuine strategic interventions. The 14 SAs are generating sufficient leverage for Indian corporate sector. At the same time, the difficulties involved in making M&As click must not be underestimated. A paradigm shift is likely in the coming years. Friendly deals could give way to aggressive ones. In future, we may see hostile bids and leveraged buyouts. Most M&As so far have been cash deals with sensex erasing good, stock deals may become more common. As the appetite for deal making increases, the valuation so also bounds 768
to go up. Thus corporate restructuring in India has enabled several organizations to respond more quickly and effectively to new opportunities and unexpected pressures, there by reestablishing their competitive advantage.
11. Abbreviations
M&AWTO BCG RDEs MNCs Mergers And Acquisitions World Trade Organizations Boston Consulting Group Rapidly Developing Economies Multi National Companies
12. References
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Tom Peter, liberation Management (New York: Alfred A Knopf, 1992), PP 208 209. Thomas A Stewart, The Search for the Organization of Tomorrow Fortune May 18 1992 PP - 92-93. Wendell L. French, Veena Vohra, Organizational Development (6th ed) PP 228. Richard A. Melcher, How Goliaths can Act like Davids, Business week special issue, Enterprise: How Entrepreneurs Are Reshaping the Economy and what Big companies can learn PP 92-93. G. Sudarsana Reddy: K. Aswathuppa, Strategic Management Concepts and Cases, (ed 2008), Himalaya Publishing Houses, New Delhi PP 182-185. Johnson Gerry and Scholes Kevan (2004), Exploring Corporate Strategy, 6th edition, Prentice Hall of India, New Delhi PP-12-15. Kedia, B.L. and Mukherji, A (1999). Global Managers: Developing Mindset for Global Competitiveness and Globalization, 4 Journal of world Business 34(3); 230-251. Markides, C.C. (1999). A Dynamic view of Strategy Management Review, 40(3); 55-63. Capcesso, A and Meglio, R. (2007). The Evolving Role of Mergers and Acquisition in Competitive Strategy Research Social Science Research Network. IM Morgon Stanley (2005) Global Mergers and Acquisitions. Retrieved March 3, 2008 from http://www.assochom.org/events/recent/event. Hanel, G (1991). Competition for competence and inter partner learning within international strategic alliances Strategic Management Journal Vol. 12 PP-60-73. Rizvi Yasmeen, Picking the flowers; Acquisition, Strategy as a tool for survival and growth a research paper submitted to 11th Strategic Management Forum, 2008 IIT Kanpur. Khandwalla P.N., Two Routes to Turnaround, Business World, April 12-25 1989, PP- 17-19. Porter, why do Good Managers set Bad Strategies, The Hindi Business Line, 8th January, 2007, P. 11. Thompson Jr. A.A., Strickland 111, J.A. and Gamble, JE, Crafting an Executing strategy. The instrument for competitive Advantage, concerts and cases, New Delhi. Tata McGraw Hill Co. Ltd. 2005, P-228. Dess, GG, Lumpkin, G.T. and Taylor, H.L., Strategic Management Test and cases, New York, McGraw Hill Irwin, 2004 99-147-145. Wendell L. French, Veena Vohra, organizational Development, 6th ed 2006, Pearson PP 142-143. Panchal, Dhiren N. (2004) using the Balanced Business Unit Scorecard to Drive Business performance www.lrfolks.com. Vinay Shil Gautom, Surinder K. Batra, organization Development System 5th ed (2011), Concept Publishing, New Delhi pp 111-114. S. Yuvaraj, Human Resource Development, Vrinda Publications (P) Ltd. PP. 255-260. Hall, W.K. (1980) survival strategies in a hostile environment. Harword Business Review, (September October) PP 75-85. Bibeault, D.G. (1982). Corporate turnaround: How Managers join losers into winners, New York McGraw Hill. 769
23. Robbins, D.K. and Pearce, J.A. II (1992). Turnaround Recovery and Retrenchment Strategic Management Journal, 13 (4): 287-309. 24. Schifrin, M., Partner or Perish, Forbes, May 21 2001, P-26. 25. Vauthey, V., Successful Joint Venture (www.myprivatecoach.com). 26. Barney, J.B., Gaining and Sustaining Competitive Advantage, New Delhi: Prentice Hall of India, 2002, P. 369. 27. Aswathappa, K., International Business, New Delhi: 2006, p. 440. 28. Whipple, J. and Frankel, R., Strategic Alliance Success Factors Journal of Supply Chain Management, Vol. 39, No. 3, 2000, pp. 21-31. 29. David, H., Mergers: Why most Big Deals Dont Payoff, Business Week, October 14, 2002.
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