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Master thesis
Autumn semester 2007
Supervisor: Professor Tomas Blomquist
Authors: Hoang, Thuy Vu Nga
Lapumnuaypon, Kamolrat
ABSTRACT
Mergers and acquisitions (M&A) in the corporate world are achieving increasing
importance and attention especially in the advent of intense globalization. This is
evident from the magnitude and growth of deal values and resultant ‘mega-mergers’
transacted in recent times. As expert advisory are sought in M&A activities to
facilitate the undertaking and maximise the value of the transaction, advisory firms
begin to play a more significant and at the same time lucrative role in M&A activities,
to the extent of determining the outcome of such projects. Being an area of limited
research, it is thus valuable to investigate what M&A advisory firms view as critical
success factors to the projects they undertake. Consequently, the research question of
“What are the critical success factors for merger & acquisition projects in the view
of merger & acquisition advisory firms” has been raised. A list of ten critical success
factors for M&A projects is firstly identified from an extensive literature review.
These factors are (1) Complete and Clear objectives, goals and scope of the project,
(2) Client consultation and acceptance, (3) Project manager’s competence and
commitment, (4) Project team member’s competence and commitment, (5)
Communication and information sharing and exchange, (6) Project plan development,
(7) M&A advisory firm’s resource planning, (8) Time management and tight secrecy,
(9) Price evaluation and financing scheme, and (10) Risk management.
Mergers & acquisitions overview
The topic of mergers & acquisitions (M&A) has been increasingly investigated in the
literature in the last two decades (Appelbaum et al., 2007) in response to the rise in
M&A activities as well as the increasing complexity of such transactions themselves
(Gaughan, 2002). With the purpose of setting an M&A context for the thesis topic, we
will explore M&A activities in terms of its definition and classification, motives,
process, and later moving on to highlight the development of M&A over time.
a) Definition of mergers & acquisitions
Mergers & acquisitions (M&A), in the broad sense, may imply a number of different
transactions ranging from the purchase and sales of undertakings, concentration
between undertakings, alliances, cooperation and joint ventures to the formation of
companies, corporate succession/ ensuring the independence of businesses,
management buy-out and buy-in, change of legal form, initial public offerings and
even restructuring (Picot, 2002, p.15). However, Nakamura (2005) explains that using
a broad definition of M&A could lead to confusion and misunderstanding as it entails
everything from pure mergers to strategic alliance. Therefore, this thesis adopts the
definition of M&A in a narrower sense as clarified below.
- Merger is the combination of two or more companies in creation of a new
entity or formation of a holding company (European Central Bank, 2000,
Gaughan, 2002, Jagersma, 2005).
- Acquisition is the purchase of shares or assets on another company to
achieve a managerial influence (European Central Bank, 2000, Chunlai
Chen and Findlay, 2003), not necessarily by mutual agreement (Jagersma,
2005).
Why do firms engage in merger & acquisition transactions?
The literature on M&A has placed a significant amount of efforts on exploring the
motives of firms engaging in M&A transactions. On one hand, Trautwein (1990) and
later Cox (2006) provide a systematic summary of the motives, underlying which are
different theories (Please refer to Table 2.2: M&A Motives). Of the motives suggested
under various theories, Trautwein (1990) marks that M&A makers frequently cite
synergy and valuation (the deal having a positive Net Present Value) objectives to
justify their actions. Unsurprisingly, there are neither claims that the motive is to
achieve monopoly power nor instances where managers refer their own benefits to
justify an M&A deal. Trautwein (1990) also note that there is little evidence in both
practice and research on the motives implied by the process and the raider theories.
He discusses disturbance theory as well but it is not considered in this section since
M&A is then considered at the macro-economic level rather than the micro-economic
(i.e., firm) level. On the other hand, Gaughan (2002) takes a more pragmatic view to
identify M&A motives by referring back to theories but heavily supporting with
multiple empirical case studies. According to this author, four main motives are:
(1) M&A is considered as a means for firms to grow quickly;
(2) M&A firms hope to experience economic gains as a result of economies of
scale or scope;
(3) a larger firm as a result of M&A may have a better access to capital market,
which later leads to a lower cost of capital, i.e., financial benefits; and
(4) M&A is aimed at anticipated gains which a firm may experience when
applying its superior management skills to the target’s business.
Rochart (1979, p.84) defines critical success factors as “the limited number of areas in
which results, if they are satisfactory, will ensure successful competitive performance
for the organization”. He indicates that CSFs is a useful approach for identifying
information requirements for the management. That is to say CSFs can be controlled
and affected by the management’s action and involvement before achieving desirable
outcomes. Thus, CSFs can be viewed as a useful framework of project management to
assist project manager in achieving, but not excellent to absolutely confirm,
successful outcomes. Even if all critical factors are present, a project can fail from
uncontrollable factors. Nevertheless, if the CSFs are adequately identified and
controllable, the chance of a successful project will be greatly increased (Turner,
2004). Furthermore, the project management function can apply this framework to
improve their performance and potential for success (Chen, 1999) and invest their
efforts in focusing on critical success factors rather than non-critical success factors
(Zwikael and Globerson, 2006). It can also assist project managers to establish
performance indications for assessing project management (Andersen et al., 2006).
The following review on CSFs for projects will start with the discussion on CSFs for projects in general then move on to identify CSFs more specifically for projects in
different industries including the consulting industry and finally put CSFs for M&A
projects into consideration. The rationale for this organization is to render the
discussion of the literature to be more specific to the thesis topic.