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Respect for the Business and Its Values

The acquisition must be a “temperamental fit.”

No acquisition works unless the people in the acquiring company have respect for the product, the markets, and the customers of the company they acquire. Though many large pharmaceutical companies have acquired cosmetic firms, none has made a great success of it. pharmacologists and biochemists are “serious” people concerned with health and disease. lipsticks and lipstick users are frivolous to them. By the same token, few of the big television networks and other entertainment companies have made a go of the book publishers they bought. Books are not “media,” and neither book buyers nor authors—a book publisher’s two customers—bear any resemblance to what the Nielsen rating means by “audience.” Sooner or later, usually sooner, a business requires a decision. People who do not respect or feel comfortable with the business, its products, and its user invariably make the wrong decision.

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Common Core of Unity

There has to be a “common culture” or at least a “cultural affinity.”

Successful diversification by acquisition, like all successful diversification, requires a common core of unity. The two businesses must have in common either markets or technology, though occasionally a comparable production process has also provided sufficient unity of experience and expertise, as well as a common language, to bring companies together. Without such a core of unity, diversification, especially by acquisition, never works; financial ties alone are insufficient.

One example is a big French company that has been built by acquiring producers of all kinds of luxury goods: champagne and high-fashion designers, very expensive watches and perfumes and handmade shoes. It looks like the worst kind of conglomerate. The products have seemingly nothing in common. But all of them are being bought by customers for the same reason, which, of course, is not utility or price. Instead, people buy them because they are “status.” What all the acquisitions of this successful acquirer have in common is their customers’ values. Champagne is being sold quite differently from high fashion. But it is being bought for much the same reason.

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What the Acquirer Contributes

The successful acquisition is based on what the acquiring company contributes to the acquisition.

An acquisition will succeed only if the acquiring company thinks through what it can contribute to the business it is buying, not what the acquired company will contribute to the acquirer, no matter how attractive the expected “synergy” may look. What the acquiring company contributes may vary. It may be management, technology, or strength in distribution. This contribution has to be something besides money. Money by itself is never enough.

The acquisition of Citibank by Travelers was successful because the acquiring company, Travelers, though through and planned what it could contribute to Citibank that would make a major difference. Citibank had established itself successfully in practically every country of the world and had, at the same time, built a transnational management. But in its products and services Citibank was still primarily a traditional bank, and its distributive and management capacity way exceeded the products and services commercial banking can produce and deliver. And Travelers had a good many of these products and services. What it saw itself as being able to contribute was greatly to increase the volume of business the superb Citibank worldwide distribution system and management could sell, and at little or no extra cost.

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Business Not Financial Strategy

“There ain’t no bargains,” and “You get at most what you pay for.”

Successful acquisitions are based upon business plans, not financial analyses. Acquisition targets must fit the business strategies of the acquiring company; otherwise, the acquisition is likely to fail. The worst acquisition record of the last decades of the twentieth century was that of Peter Grace, the longtime CEO of W. R. Grace. He was a brilliant man. He set out in the 1950s to build a world-class multinational through financially-based acquisitions. He assembled the ablest group of financial analysts and had them scout all over the world for industries and companies with a low price/earnings ratio. He bought these companies at what he thought were bargain prices. The financial analysis of each Grace purchase was impeccable. But there was absolutely no business strategy.

By contrast, one of the most successful examples of company growth based on acquisitions was the one that underlined the stellar performance of General Electric during the tenure of Jack Welch as CEO from 1981 to 2001. The largest single cause of the company’s growth in sales and earnings—and the resulting rise in the company’s market value—was the acquisition-based expansion of GE Capital. Of course, not all of them panned out. In fact, there was one major failure, the acquisition of a brokerage firm. But otherwise the GE Capital acquisitions seem to have worked out magnificently. Underlying practically all of them was a sound business strategy.

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Six Rules of Successful Acquistions

Acquisitions should be successful, but few are, in fact.

Acquisitions should be successful, but few are, in fact. The reason for this nonperformance is always the same: disregard of the well-known and well-tested rules for successful acquisitions.

The six rules of successful acquisitions are:

  1. The successful acquisition must be based on business strategy, not financial strategy.
  2. The successful acquisition must be based on what the acquirer contributes to the acquisition.
  3. The two entities must share a common core of unity, such as markets and marketing, or technology, or core competencies.
  4. The acquirer must respect the business, products, and customers of the acquired company, as well as its values.
  5. The acquirer must be prepared to provide top management to the acquired business within a fairly short period, a year at most.
  6. The successful acquisition must rapidly create visible opportunities for advancement for both the people in the acquiring business and people in the acquired business.

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Resource-Allocation Decisions

The allocation of capital and people determine whether the organization will do well or poorly.

The allocation of capital and performing people converts into action all that management knows about its business—they determine whether the organization will do well or poorly. An organization should allocate human resources as purposefully and as thoughtfully as it allocates capital. To understand a capital investment, a company has to look at four measures: return on investment, payback period, cash flow, and discounted present value. Each of these four measures tells the executive something different about a prospective capital investment. Each looks at the investment through a different lens. Decision makers should not evaluate capital investments in isolation, but as part of a cluster of projects. They should then select the cluster that shows the best ratio between opportunity and risk. The results of capital spending should be assessed against expectations in the postaudit procedure. Information gathered from the procedure can then be used to help make decisions about future investments.

The decisions to hire, to fire, and to promote are among the most important decisions of the executive. They are more difficult than the capital allocation decision. An organization needs to have a systematic process for making people decisions that is just as rigorous as the one it has for making decisions about capital. Executives need to evaluate people against expectations.

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Benchmarking for Competitiveness

Benchmarking assumes that being at least as good as the leader is a prerequisite to being competitive.

EVA (economic value added analysis) is a good start to assess the competitiveness of an enterprise in the global marketplace, but to it we must add benchmarking. Benchmarking is a tool that helps a firm tell whether or not it is globally competitive. Benchmarking assumes, correctly, that what one company does another company can always d as well. “Best performers” are often found in identical services or functions inside an organization, in competitor organizations, but also in organizations outside the industry. Together, EVA and benchmarking provide the diagnostic tools needed to measure total-factor productivity and to manage it. They are examples of the new tools executives should understand to measure and manage what goes on inside the enterprise. Combined, they are the best measures we have so far available.

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EVA as a Productivity Measure

Until a business returns a profit that is greater than its cost of capital, it does not create wealth, it destroys it.

Measuring total-factor productivity is one of the major challenges confronting the executive in the age of knowledge work. For manual work, measuring quantity is usually sufficient. In knowledge work, we have to manage both quantity and quality, and we do not know yet how to do that. We must try to assess total-factor productivity using the common denominator of revenues and expenses. By measuring the value added over all costs, including the cost of capital, EVA (economic value added analysis) measures, in effect, the productivity of all factors of production [or the true economic costs produced by all resources used].

Never mind that a business pays taxes as if it had earned a profit. It does not cover its full costs until reported profits exceed its cost of capital. Until a business returns profit that is greater than its cost of capital, it operates at a loss. And this is why EVA is growing in popularity. It does not, by itself, tell us why a cdrtain product or a certain service does not add value or what to do about it. It does show which products, services, operations, or activities have unusually high productivity and add unusually high value. Then we should ask ourselves, “What can we learn from these successes?”

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