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Transcript of Acquisitions in Developed Markets: - DIVA
Acquisitions in Developed Markets: Challenges for Emerging Market Multinationals
Department of International Business Studies
Uppsala University
Spring 2011
Maria Ardila
2
Abstract
This paper departs from the observation that emerging market multinationals (EM
MNCs) rapidly conquer global markets, at the same time as our knowledge about the
operations of MNCs in general is almost exclusively derived from mature, well-‐
established markets. In particular this is true when it comes to post acquisition
processes, which arguably reflects a passed pattern, where firms in emerging markets
rather were targets for acquirers. The objective of this paper is therefore to describe
how EM MNCs integrate and control their acquisitions in order to sustain and advance
their international competitiveness. Since the main interest in this endeavor resides in
the processes of integration and control, the empirical evidence consists of a careful
study of one case: Bharat Forge Limited, an Indian MNC that over the two last decades
has grown into a global player in its field, mostly through acquisitions. Since there are no
theories specifically focusing on integration and control processes of EM MNCs, this
paper builds five expectations, based on US-‐ and Eurocentric theories. The expectations
were more or less met. The case displayed a rapid internationalization process in order
to acquire strategic assets. It also displayed ingenious strategies to keep production
costs down. In line with expectations, it showed as well as a low degree of management
turnover. However, the expectation that there would be no interference in marketing
and financial integration was only partly met. The interference consisted in supplying
design and low cost products when needed. The fifth expectation was met, in the sense
that the relationship between BFL and Kilsta can be categorized as symbiotic. In terms of
control, however, the evidence from the case study suggests that the distinction between
strategic and operational control is indistinct. The match between the theoretical
framework and the case suggests that prior theories to a large extent are useful for
understanding post acquisition processes of EM MNCs. There may also be some room to
amend these theories to better fit a globalized world, in which various resources seem to
be somewhat more evenly spread than before.
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Table of Contents
1. Introduction ................................................................................................................................... 4
2. Literature Review ........................................................................................................................ 7 2.1 Prior waves of internationalization .............................................................................................. 8 2.2 The origins of the present wave of EM MNCs ............................................................................. 9 2.2.1 Institutional context and challenges to become global leaders ............................................. 10 2.2.2 How EM MNCs challenge long-‐term established multinationals ........................................... 12
..................................................... 13 .................................. 16
2.4.1 Expected problems ................................................................................................................................... 16 2.4.2 Acquisition integration ........................................................................................................................... 17 2.4.3 Control ........................................................................................................................................................... 19
................................................................ 19 2.6 Expectations on Bharat Forge Ltd ............................................................................................... 20
3. Methodology ............................................................................................................................... 21 3.1 Research design ................................................................................................................................. 21 3.2 Data collection: sources and source criticism ........................................................................ 23
4. Bharat Forge Limited ............................................................................................................... 24 4.1 Company history ............................................................................................................................... 24 4.2 Internationalization and growth ................................................................................................. 25 4.3 Value Creation .................................................................................................................................... 27
5. Case Analysis .............................................................................................................................. 28 5.1 Subsidiaries integration and control ......................................................................................... 28 5.2 Pros and cons of the acquisition for Bharat Forge Kilsta ................................................... 30
6. Discussion and Conclusions .................................................................................................. 32
7. References ................................................................................................................................... 36
Appendix 1: Interview questions ............................................................................................. 38
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1. Introduction
Critics of foreign direct investment (FDI) pointed out that MNCs create concentration of
power and restrain competition in different nations. Others, less pessimistic, recognized
that MNCs are instrumental for transferring capital, technology and organizational skills
between countries. Many years have gone since the first wave of MNCs begun to expand
and now we are seeing as a result of FDI, a new wave of MNCs from less developed
countries operating and expanding in the global arena.
Over the past two decades, MNCs from industrialized countries have, through foreign
direct investment, transferred capital, organizational and technological skills to firms in
developing economies. Today we are witnessing how emerging market MNCs are
investing abroad on their own, capitalizing on the benefits gained from experienced
global inward direct investment (OECD 2006).
Dupoux et al. (2011) identify in China, India, Brazil, Mexico and Russia the top one
hundred firms, from 16 rapid developing economies (RDEs), in terms of global
challengers because they have shown outstanding growth records of in average 18
percent annually between 2000 and 2009. They represent diverse industries such as
industrial goods, consumer durables, technology equipment, telecommunication,
pharmaceuticals, and information technologies, among others. Dupoux et al. (2011) also
shows that these firms are internationalizing increasingly, not only through export
operations, but also through foreign direct investment, including acquisitions. In the
past decade, about 60 percent -‐border deals have taken
place in developed markets. These deals have also been larger than those held in
developing countries. The average value of deals in industrialized countries mounted up
to $554 million compared to $337 million in less developed countries (Dupoux et al.
2011).
The fact that EM MNCs are increasingly internationalizing through acquisitions in
developed markets challenges prior perceptions of EM MNCs as acquisition targets,
which raises a number of questions. First, these firms differ significantly from mature
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market MNCs in that the firms competitive advantage is generally based on low-‐cost
production rather than on technological breakthroughs (Kumar & McLeod 1981). In
addition, EM MNCs resources and experience in the global arena, as
their counterparts. As a result, their internationalization strategies are also substantially
different. These firms often target developed countries in search for strategic assets
(Buckley 2006; Li 2007), which testifies to an internationalization driven by asset
seeking rather than by an asset-‐exploiting nature (Dunning 1998; Mathews 2006).
Secondly, foreign acquisitions are known to be intrinsically complex events, where the
parties involved differ in many dimensions (Fubini et al. 2006). The targets are
embedded in different national cultures, and are likely to have different rules,
procedures, conventions and strategies (Greenwood et al. 1994), because they belong to
different national economic and institutional systems. These factors purportedly explain
why, despite the increasing scale and speed of mergers and acquisitions (M&A),
academic researchers have consistently shown that on average, M&A deliver mediocre
performance outcomes (Fubini et al. 2006).
Prior research on M&
et al. 2003; Haspeslagh
and Jemison 1991). Only few studies have looked at these processes within the context
of EM MNCs (Kumar 2009). Therefore, this paper is preoccupied with the question of
how EM MNCs integrate and control their acquisitions in order to sustain and advance
their international competitiveness. In so doing, a subordinated aim is to develop a
theoretically driven frame for analysis, based on prior knowledge of M&A, which can
yield expectations on the empirical analysis. Understanding how EM MNCs integrate and
control their acquisitions is important, first because it is an increasing phenomenon, and
also because there may be lessons to learn from these experiences of value to developed
The empirical body of this paper consists of a case study on Bharat Forge Limited (BFL),
an Indian multinational that manufactures various forged and machined components for
the automotive and non-‐automotive sector.
Director BN Kalyani, says that it is imperative for Indian companies to climb the value
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chain through adequate investment in R&D. He wants Indian industries to look for
intellectual and design product leadership and not focus on cost alone. Since the
beginning in 1961, BFL has done significant achievements, rising to a leading position.
Today BFL is the supplier to almost all global original equipment manufacturers (OEM),
such as Mercedes-‐Benz, Toyota, BMW, Volkswagen and Audi among others. Additionally,
every second truck built in the US and in Europe has some part made by Bharat Forge
Ltd.
The internationalization strategy of BFL is to grow through different forms of external
associations with other companies. This research focuses on the integration and control
of the acquisitions that BFL systematically made between 2003 and 2005, mainly in the
European market, notably including Swedish Imatra Kilsta AB.
Companies can grow through organic expansion (start-‐ups) or through various forms of
external associations as for example M&A. Among the external associations, M&A imply
higher levels of integration. However, mergers differ from acquisitions in that mergers
aim at the total integration of two or more partners into one new corporation while
acquisitions permit a degree of choice regarding the level of integration (Haspeslagh and
Jemison 1991).
Different fields involved in M&A research aim at exploring variables that influence the
performance of firms before and after the acquisi Cartwright and
Schoenberg (2006) identified a number of categorically distinct perspectives of M&A
studies. Firstly, finance scholars have focused on the issue of whether acquisitions are
wealth creating or wealth reducing events for shareholders. Secondly, the strategic
management research has identified the importance of strategic fit and process factors
that may explain the performance variance between individual acquisitions. Recent
extensions of this perspective have analyzed the value creation mechanisms into
acquisitions based on resource sharing and knowledge transfer (Capron et al. 2002).
The process literature discusses the choice of integration strategy and acquisition
process. Both strategy and organizational behavior researchers point out that no matter
how attractive the acquisitions appear on paper, value is not created until after the
acquisition, when capabilities are transferred and people from both organizations
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collaborate to achieve the expected benefits or discover others (Haspeslagh and Jemison
1991). They argue that intimately hinge upon the
appropriateness of decision-‐making, negotiation and integration processes.
2. Literature Review
Since little is known about how emerging market MNCs integrate and control their
acquisitions, I am going to review existing literature on how developed market MNCs
carry out this process. On the basis of that literature I build five expectations at the end
of the literature review.
Traditionally the international business literature has separated the analyses of the
internationalization process and the entry mode. However, in this case I consider it
important to combine these processes, because I argue that the crafting of EM MNCs
competitive advantage to gain global leadership starts with their internationalization
strategy. Since this strategy is often carried out through acquisitions, a well executed
internationalization depends on how well EM MNCs integrate and manage their
acquisitions.
This review is organized around a series of challenges and questions, derived from my
research problem. In order to analyze how EM MNCs integrate their acquisitions it is
necessary to give a review about what we know on the origin of EM MNCs, their main
characteristics, why they are internationalizing through acquisitions and how they
integrate and control their acquisitions.
In the first part I outline prior waves of internationalization and describe how MNCs
from Europe, the US and Japan show different organizational structures and behavior,
yielding both advantages and disadvantages that they have tried to overcome over the
years. However, all of them have in common the fact that they internationalized to
exploit existing resources developed in their country of origin. In the second part I
describe the historical background of EM MNCs. How changes in the industrial
production, especially the outsourcing trend gave rise to a wide range of suppliers that
gradually grew into the EM MNCs that are being the object of this analysis. This part is
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divided in two subparts; the first is a brief description of EM MNCs institutional context
and the challenges that they must overcome to become global leaders. In the second
subpart I outline how this new wave of EM MNCs are challenging long-‐term established
MNCs, by putting forward alternative business models of production and distribution. In
the third part, I describe the strategic goals that EM MNCS pursue when doing
acquisitions and why they choose acquisitions as entry mode. In the fourth part, I review
the literature on integration of acquisitions, which mainly centers on studies of
traditional western MNCs with the exception of Japan. In the last part, I will review
recent literature on the integration of EM MNCs acquisitions. However, this field of
knowledge is new and is not as deep as prior studies on developed market MNCs.
2.1 Prior waves of internationalization International Business researchers identify three prior waves of firms global expansion.
According to Bartlett & Beamish (2011), the first wave were European MNCs whose
major international expansion occurred in 1920s and 1930s. This was a period of rising
tariffs and discriminatory legislation that forced MNCs to build local production
facilities. In that way, they were able to modify products and marketing approaches to
meet local market needs. However, the existing communication barriers limited
s worldwide spread operations, resulting in
a multinational comprised of very autonomous national firms that were managed as a
portfolio of offshore investments, rather than as international business units. A pitfall of
this multinational strategy is that, although decentralized decision-‐making allows local
responsiveness, it often leads to reinvention of the wheel caused by a lack of
communication and knowledge integration.
The second wave, characterized by American companies in the 1950s and 1960s, was a
most technologically advanced market that spread new technologies and management
processes (Bartlett and Beamish 2011). The management approach focused on
delegating responsibility while retaining overall control through sophisticated
management systems. Foreign subsidiaries could adapt products and strategies to their
local markets, but they were dependant on headquarters in regards to new products,
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processes and ideas. Significant flows of information for coordination allowed
headquarters to transfer knowledge and capabilities worldwide. However, foreign
subsidiaries were considered only as extensions of domestic operations that adapted
and leveraged the capabilities and resources developed at home. The disadvantage of
this international strategy was that the amount of information flows to coordinate
activities, tight controls and the role of the subsidiaries due to the ethnocentric
approach from headquarters, resulted in a less efficient and less responsive
organization. However, this type of organization proved to be successful at that time and
was widely adapted by other organizations (Bartlett and Beamish 2011).
Contrary to its predecessors, Japanese companies that expanded in the 1970s and the
1980s, developed a competitive strategy based on cost reduction and quality assurance
that required tight control over product development, procurement and manufacturing.
This resulted in a centrally controlled, export-‐based internationalization strategy that
moved some assembly operations abroad but kept all major value-‐adding activities at
home. With the capabilities and resources kept at home they achieved efficiency. They
could exploit economies of scale and they managed to transfer knowledge and
capabilities to its s s lack of resources and responsibilities
undermined their motivation and ability to respond to local market needs. The
drawback of this global strategy was the central groups lack of understanding of foreign
market needs and production realities that consequently affected the level of
responsiveness in the foreign markets (Bartlett and Beamish 2011).
Prior waves of MNCs have shown organizational advantages and disadvantages. All of
them developed their competitive advantages at home and their structure and
organization were considered efficient at that time, which made them role models for
other MNCs. Nowadays, independent of nationality, every MNC strives for an effective
and flexible organizational structure that can manage the integration of capabilities of
the foreign subsidiaries to be responsive to the ever changing environment in which
they operate.
2.2 The origins of the present wave of EM MNCs
10
The 70s and 80s were not only the years of Japanese international expansion, but also
the outset of significant changes. First, the world economic scene with lower tariffs and
decreasing trade barriers promoted by the World Trade Organization and regional
agreements, stimulated economic activity (Child et al. 2003). Second, the fall of
transaction cost economies as the only dominant paradigm to explain industrial
organization was challenged.
Sturgeon (2002) depicts how the failure of large US corporations to respond effectively
to new competition from Asia caught the attention of sociologists and organizational
theorists who, by observing alternatives way of organization, helped to build the
production network paradigm. They explained how trust, reputation and long-‐term
relational contracting could create stable external economies that impede the
aggregation of economic activity within the same corporation (Sturgeon 2002). As a
result, the traditional way of organizing MNCs characterized by a vertical integrated
hierarchical structure transformed into a deverticalized industrial landscape comprised
by external ongoing interactions between firms. Sturgeon (2002) argues that a network
structure stimulates the development of industries through flexible specialization ,
allowing firms to reconfigure the production system according to the rapidly changing
demand and the rise of new markets.
competences areas that are considered essential to the formation of competitive
advantage, such as R&D, marketing and other activities related to brand development
(Sturgeon 2002).
However, the deverticalized industrial landscape led to a reversed landscape from the
suppliers gave place to the rise of specialized suppliers that, in
order to meet the growing demand for full-‐service, had to add new competence areas,
had to improved quality and increased the scope and scale of their operations (Sturgeon
2002). Countries like Korea, Singapore, China and India among others benefitted
tremendously from inward internationalization at home by serving as suppliers to
original equipment manufacturers (OEM) (Sturgeon 2002).
2.2.1 Institutional context and challenges to become global leaders
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Emerging market MNCs are firms that originate in countries that over the past twenty
years have adapted free market policies and have experienced rapid economic
development. In the early 90s, these markets were characterized by a domination of
state owned enterprises and a lack of international competition due to protectionist
barriers. These barriers and a lack of resources made local firms base their strategies on
low cost products rather than on competition supported by leading edge technology or
product differentiation (Kumar et al. 1981) , many of these
countries underwent trade liberalization and suddenly local firms were surprised by a
wave of multinationals from Western Europe, North America, Japan and South Korea
that challenged them. Many of the local companies disappeared or sold off their
businesses. However, those that survived had to restructure their businesses and exploit
new opportunities (Elango and Pattnaik 2007)
According to Khanna and Palepu (2006), firms from industrialized countries are well
known for efficient innovation processes, management systems, and sophisticated
technologies, but they also have access to significant financial resources and talent.
American and European companies can raise large sums of money at a low cost because
of fairly well established financial markets. They can hire talent easily because the labor
markets on both continents work well and there are plenty of intermediary companies
that search and recruit manpower. In contrast, firms from developing markets face from
the outset what these authors called institutional voids. Their markets are characterized
by an absence of effective regulatory systems and contract-‐enforcing mechanisms. They
lack soft infrastructure that makes markets work efficiently. Apart from a few stock
exchanges and government-‐
intermediaries like credit rating agencies, merchant bankers or venture capital firms. In
addition, most developing countries do not have easy access to a wide variety of
educated people and they lack scientific institutions. Wooldridge (2010) argues that
emerging market firms face two big interconnected problems. The first is recruiting and
retaining workers at a time of rapid growth. The second is producing a world-‐class work
force virtually overnight. He argues that the combination of rapid growth and high staff
turnover means that they are always in danger of loosing the skills that made them
successful. These are the reasons that explain why emerging market firms lack the
required resources to invest in R&D.
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2.2.2 How EM MNCs challenge long-‐term established multinationals
Although EM MNCs have not created their competitive advantage at home and are not
characterized for making technological breakthroughs to exploit and gain global
leadership, they have developed a distinctive approach to the value chain and a
particular way of innovation that have come to be their competitive advantage.
Over the years, many of these EM MNCs have benefited from international players that
have offshored some of its production in order to reduce costs. The position in the value
chain as suppliers have made that, in turn, they also focus on cost reduction in order to
be profitable. As a result they have rethought their value chains. Sirkin et al. (2008),
point out that contrary to western MNCs that consider rapid developing economies as
low-‐cost locations that can only support low-‐cost work; EM MNCs can differentiate the
particular advantages from one location to another. They disaggregate and modularize
the value chain by finding optimal locations around the world. Some of these choices
focus on low cost, some focus on where the right talent and skills can be found and some
in being close to customers. This strategy has resulted in significant advantages in terms
of cost and scale (Sirkin et al. 2008).
In addition, because EM MNCs have had access to technology by being suppliers of
experienced MNCs, they have been able to adapt technological innovations to the
emerging market contexts. With the available resources and local knowledge of what
people want, need and the limitations constraining their choices, EM MNCs respond
meaning
that instead of adding features to a product, they strip the product down to its essential
components (Wooldridge 2010). Today some of them are well known as copiers,
simplifiers and adapters of technology, products and services. This way of innovation is
different to Western MNCs, which have people in research labs and creative
departments to pursue new ideas, technologies, materials and processes. They keep
databases with market knowledge and thousands of patents on file (Sirkin et al. 2008).
13
One example of frugal innovation is Haier, a Chinese leader company that compete with
Whirlpool, Electrolux and GE in the white goods market. They discovered through
washing machines to clean vegetables like sweet potatoes. As a response, Haier modified
its product to satisfy that need (Liu 2002).
Many EM MNCs have internationalized by being contractors to existing multinationals
that after operating in their home markets have subsequently carried them to supply
their regional operations across borders (Elango et al. 2007; Mathews 2006). These
links with experienced MNCs have, in addition, facilitated the acquisition of technology
and foreign markets knowledge needed to implement a rapid internationalization
strategy (Mathews 2006). From a resource base perspective, experienced multinationals
have traditionally been cautious when considering partnerships or other contractual
alliances because of the risk of spreading technological knowledge and tacit know-‐how,
whereas EM MNCs recognize the value of partnerships and other types of alliances in
terms of the acquisition of resources, in order to compensate for their deficiencies
(Mathews 2006).
The difference in the internationalization patterns of EM MNCs have resulted in a
rnationalization (Dunning
1988; Mathews 2006). One can argue that EM MNCs have developed their competitive
advantage through an inward internationalization, facilitated by their
position in the value chain, that has permitted them to benefit from spills of technology
and tacit know-‐how that developed market MNCs possess. This has resulted in a
competitive combination of low-‐cost knowledge management and frugal innovation.
2.3 The goals of EM MNCs acquisitive internationalization
According to Bertoni et al. (2008), EM MNCs acquisitions are intended to get access to
well-‐established brands, distribution networks, new know-‐how and resources,
especially through horizontal and related acquisitions.
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Other reasons that explain why EM MNCs are expanding through acquisitions are that
the less developing countries have been growing at higher rates than industrialized
countries, allowing their MNCs to accumulate large amounts of money that permit an
international expansion through acquisitions. Dupoux et al. (2011) in a report on global
challengers (EM MNCs) shows an average annual growth rate of 18 percent between
2000 and 2009. It tripled the average annual growth rate achieved by both global
peers (MNCs headquartered in developed countries) and the non-‐financial firms among
the S&P 500 (capitalization-‐weighted index). The average operating margin (earnings
before interest and taxes, or EBIT)
was 7 and 6 percent eers and S&P 500
respectively. Figure 1: Global Challengers Exhibited strong Sales Growth and Margins
Source: BCG 2011
Another advantage that facilitates acquisitions is that ownership is concentrated in
business families and founding entrepreneurs, which permits them to make long-‐term
bets on growth without having to worry about losing control of their companies when
their firms stock price fall (Kumar 2009).
Contrary to firms in Japan and Korea, which became global through organic growth
because they had a reputation of technological innovation and quality products at
affordable prices, EM MNCs facing constantly increasing competition, acknowledge that
in order to become truly global, and to be able to compete in foreign and domestic
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markets with global players, their competitive advantage can no longer rely only on cost
advantages. They need to be competitive based on quality and innovation as well.
Aguiar et al. (2006) in the first report on the show that 57
percent of EM MNCs M&A activity was directed to mature markets whereas 43 percent
to developing countries. Interestingly, China and India, which are above the average,
directed around 75 percent of their acquisitions to developed countries. One example of
an EM MNC that has expanded through acquisitions is the rgest and
oldest business group. This group has been taking active steps to establish itself as a
global MNC. In 1907 the group set up its first overseas representative office (Tata Ltd) in
London. After the Second World War it opened an office in New York. However, they
, when they begun expanding in
countries less developed than India. However, in recent years,
overseas investments have taken place in advanced industrialized economies. Of the 29
destinations of foreign investment reported between 2003 and 2007 only six were done
in developing countries (Goldstein
countries centers on acquisitions of well know foreign brands such as Corus, the
commercial truck operation of Daewoo, Tetley Tea, Jaguar and Land Rover. According to
Goldstein (2008), these acquisitions had four aims. The first is accessing new markets
(business products outsourcing BPO, steel, cars and trucks). The second is integrating
the value chain (steel). The third is brand control of tea and cars and the fourth is
technology acquisitions (Goldstein 2008). Another example of the need to acquire
technology to become a global leader is the Chinese MNC Haier that despite ranking
number one of all Chinese enterprises still remains very dependent on foreign firms for
key components and technology, including high performance compressors and sensors
(Duysters et al. 2009).
In sum, EM MNCs prefer acquisitions not only because they have money, but also
because they can, in a short period of time, gain access to the strategic assets mentioned
above. Otherwise, developing superior capabilities and building brands, although viable,
may take long time and much effort.
16
However, emerging market MNCs have to weight the cost of internalization. There are
direct costs of doing business in advanced markets; wages are far higher than in
developing countries, they have to deal with different institutional systems, culture and
language, among others. The major challenge of overseas acquisitions is to integrate the
acquisitions with existing operations, which can be a slow and costly process.
2.4 Developed market firms integration and control of acquisitions Prior research on acquisitions of developed market enterprises shows that they have
increasingly served as a strategy for rapid foreign expansion. Companies have expanded
across national borders in a race with rivals to get to new foreign regions and countries
(Ghoshal 1987). The advantages of international acquisitions are that they have the
potential of enhancing firm performance, by providing access to a valuable pool of
critical routines previously not available to the firm (Ghoshal 1987). They help foreign
companies gain market power (Barton and Sherman 1984), redeploy assets into more
productive uses, and exploit and acquire technological knowledge (Capron 1998).
Child et al. (2003) argue that acquisitions offer the acquiring company the option of
whether or not to introduce changes in management practice. Prior research on
integration and control focuses particularly on the control mechanisms used by MNCs,
by looking at the role of expatriates and transfer of managers (Harzing 1999, cited in
Child et al. 2003). Others analyze instead the degree of centralization according to
where the most significant decisions are taken (Brooke and Remmers 1972, cited in
Child et al. 2003). The degree of integration is critical not only because more or less
integration yield better or worse performance but also because an inappropriate level of
integration due to cultural factors may result in sub-‐optimal solutions (Child et al.
2003).
2.4.1 Expected problems There is extensive research that emphasizes the challenges and difficulties of realizing
the potential of acquisitions. According to Haspeslagh and Jemison (1991), one of the
reasons that explain failure in acquisitions is that managers may make over-‐optimistic
estimates of a proposed acquisition value. Additionally, their research suggests that
17
there are problems that can be expected after the negotiation. One of them is referred to
as determinism, which implies not reacting to unexpected events. Often pre-‐acquisition
estimated value is translated into specific performance expectations that become
targets. However, post acquisition reality is very different from pre-‐acquisition analysis
no matter how careful this analysis was. Frequently, after the acquisition has taken
place, additional information becomes available because of unexpected events arise such
as changes in the industry, technology, the competitors reactions, changes in other parts
of the parent firm or problems related to different ideology of the integrated firms.
Determinism is hence a label for when managers ignore those changes and hold the
original justification instead of trying to adapt to them. Other possible problems are the
impact of the acquisition on individual managers and employees and a lack of leadership
to conduct the combined firm towards a new or common purpose (Haspeslagh and
Jemison 1991).
2.4.2 Acquisition integration Prior research on post acquisition integration of related firms shows that this process
varies substantially between organizations. Haspeslagh and Jemison (1991) identify two
key dimensions that provide a basis for choosing a particular approach to post-‐
acquisition integration. The first is the need for strategic interdependence to secure
value creation that would not exist if the firms operated separately and is commonly
between both firms. The second concerns the need for organizational autonomy,
referred as well to as the need to preserve the organizational culture, or
organi
acquired should have. Strategic point in different
directions. On the one hand value creation requires a strategic fit to transfer capabilities
and overcome possible resistance, whereas the need for organizational autonomy in
practical terms needs to question whether autonomy is essential to preserve the
strategic capability that motivated the acquisition.
A study done by Child et al. (2003) on foreign acquisitions in the UK, found some
differences in the acquisition decisions and integration processes among American,
18
Japanese and other European countries firms. For the study, they adopted Haspeslagh
ost acquisition integration.
Absorption involves a high need for strategic interdependence in order to create
the expected value, and a low need for organizational autonomy to achieve good
results.
Preservation refers to a low need for strategic interdependence between the two
firms, but a high need for organizational autonomy. The management intends to
preserve the source of the acquired benefits intact.
Symbiotic involves a high need for strategic interdependence and a high need for
organizational autonomy because the acquired capabilities need to be preserved
The main differences were found in that American acquirers generally ensure that their
acquisitions are profitable at the time of purchase. They are interested in quick returns
rather than in gaining a new asset that has the potential to pay off only in the longer
term. They tend to absorb the acquired into the parent company systems and to demand
rapid achievement of high financial performance. This philosophy is applied in a
considerably consistent and ruthlessness way, often leading to the achievement of high
performance (Child et al. 2003).
Contrary to Americans, Japanese companies were less concerned to buy companies that
were making a profit at the time of purchase, which reflects a more long-‐term oriented
approach. Rather than assuming the role of the controlling owner through new senior
managers, they appoint advisers to monitor events in the new subsidiaries. With this
acquisition strategy they achieve as good results as Americans and get more
acknowledgement given the fact that not all their acquisitions performed well at the
time of the purchase. The Japanese fit somewhere in between the preservation and
symbiotic approach.
In general, all the nationalities reported little post-‐acquisition change in terms of job
rotation of managers, employment policy, marketing decisions, emphasis on managing
the total supply chain, degree of outsourcing and range of suppliers (Child et al. 2003:
19
78). Areas of major change in all nationalities involved change in strategy, R&D, training,
reward systems, IT integration, cost control and operations.
2.4.3 Control In terms of control, Child et al. (2003) used a distinction between strategic and
operational control. The first refers to larger long-‐term issues of concern to senior
management, such as final approval for the subsidiary s budget, capital expenditure,
appointment/termination of senior personnel, acquisition/divestment, formation of
new alliances, changes in the direction of the company and the introduction of new
products. Operational control refers to daily operations concerning mainly subsidiar
management, such as operational decision-‐making, planning, the degree of cost control
exercised, and the use of financial control systems. The study found that 72 percent of
the acquiring companies tended to take over many key decisions (Child et al. 2003).
However, the study found that not only national background of acquirers influence post
acquisition policy. Other factors such as size, workforce competencies, culture and
competitive environment influenced the post acquisition process.
2.5 Integration and control of EM MNCs acquisitions
In a study done at Hindalco, an Indian steel company, Kumar (2009) found that the
acquirer did emphasize on cutting costs through synergies, greater efficiency and
lower head count, because they connected their acquisitions into their low-‐cost
production machinery at home. For them it was more important to acquire the skills,
brands and distribution channels that would allow them to build a global value chain
and to become world-‐class companies. Kumar (2009) argues that EM MNCs acquire
only to meet strategic goals; Hindalco did
planning takeovers and evaluating results they did -‐term results, they
were content to realize the benefits from acquisitions over time. In addition, the
management developed a simple four-‐step process to help meet its initial objectives.
These steps were standard ones, related to finance, organizational issues, business
processes and markets.
20
In the organizational integration, they did ement structure systems or
people unless necessary. However they sent experts from their main divisions to
support the integration processes temporally. In regards to financial integration, they
unified the reporting systems because they wanted the acquired and acquirer to speak
the same financial language, see the same reports, and set similar benchmarks. In terms
of business process integration, they moved the processes that could be managed
abroad and in which cost reduction could be achieved to low-‐cost locations. In terms of
acquiring capabilities, when they found that an acquired had better processes, they
encouraged the subsidiary to implement similar processes in other subsidiaries. For
example, the management of Hindalco found out that Novelis, a company acquired in the
U.S., relied on value-‐based management systems, so it engaged Novelis managers to
develop similar processes in all its units in India. In terms of market integration, since
they are based in fast-‐growing home markets, they could use their foreign subsidiaries
to supply the growing demand at home (Kumar 2009).
Based on this specific literature, several expectations may be expressed regarding the
internationalization and the integration and control of acquisitions done by EM MNCs,
such as Bharat Forge Ltd.
2.6 Expectations on Bharat Forge Ltd
The first expectation is in regards to the reasons for internationalization and the
benefits expected from the acquisitions. A rapid internationalization process is expected,
facilitated by sufficient financial resources and a strategic supplier position in the value
chain that needs to be protected and improved. The internationalization is probably
motivated by the need to acquire strategic assets, such as access to new markets,
technology, management capabilities, and brands. In sum, strategic issues that make
possible a global leadership position. The benefits expected from the acquisitions
arise from the differences between developed market MNCs and EM MNCs. They differ
in their origin and internationalization strategies and therefore I expect an aspiration to
combine the better of two worlds. On the one hand, the target companies might be
superior in terms of technology and know-‐how required to operate in advanced
markets. Western Europe and the US are known worldwide for being leaders in
technological advances and for having MNCs with widely international experience. On
21
the other hand, EM MNCs are used to operating in turbulent but growing economies. In
addition, EM MNCs have different innovative ideas in terms of production, distribution
systems and they are experts in identifying possible cost reductions due to the fact that
they operate at a greater scale, and are headquartered in low-‐cost countries.
The subsequent expectations are related to integration and control of the subsidiaries,
the question here is to answer to what extent prior theories on control and integration
of developed market enterprises will help to analyze EM MNCs integration and control.
The second expectation focuses on organizational integration.
management turnover, because EM MNCs typically
due to a lack of managers with experience in a global context. Moreover, if acquisitions
are intended to acquire skills, not major changes are expected in order to identify
potential skills that benefit other subsidiaries. However, because of cost considerations,
some of the production might be relocated to low-‐cost countries and consequently the
number of workers involved in those processes may be reduced. The third expectation
relates to marketing integration. ct much interference from the acquirer,
because the local subsidiaries are expected to have more knowledge than headquarters
about their home and closest markets. The fourth expectation concerns financial
integration. Since operating in developed countries imply higher costs, I expect tight
financial controls in regards to cost management to keep the production costs as low as
possible. The fifth expectation is related to integration and control. Applying Haspeslagh
integration typology, I expect a symbiotic relationship with both a
high need for strategic interdependence due to the need for acquiring and transferring
of capabilities and a high need for organizational autonomy, because the organizational
culture might be different to the In terms of control, I expect headquarters to
take over strategic decisions that affect the long-‐term performance of the firm and low
influence in the daily operations due to differences in the institutional and economic
context.
3. Methodology
3.1 Research design
22
This paper takes an interest in how EM MNCs integrate and control their acquisitions in
order to sustain and advance their international competitiveness. The ambition is
therefore to describe a phenomenon, which, it was argued in the introduction, has been
poorly covered in prior research. In order to describe such a vast phenomenon as
multinational companies from emerging markets, one strategy could have been to
conduct an extensive analysis of many samples that would say something about the
entire population. However in this study, emphasis is rather on the processes of
integration and control, which calls for a more intensive, descriptive, analysis (Yin
1994). At the outset the intention was to conduct a comparative analysis for which
reason I contacted three companies, however only receiving one positive answer. I will
therefore conduct a single case study that arguably is representative of the population.
Teorell and Svensson (2007: 222) suggest four criteria for selecting strategic cases to
study. The first is to choose relevant and meaningful cases; the second criterion is cases
with variation; the third cases that can be generalizable, and the last criterion cases that
complement extensive results. I consider the chosen case a relevant case because BFL is
an important global player. It is a firm that from the outset has tried to overcome
institutional voids, such as the lack of a qualified work force and technological
capabilities that normally characterize small and large firms from emerging markets.
Therefore one can argue that BFL is somehow representative of emerging market firms.
On the one hand, by adaptation BFL has become a leading EM MNC, in that sense it is
comparable to EM MNCs such as Tata, Haier, Hindalco and others that have overcome
their voids. On the other hand, if we say that most emerging market firms lack a
qualified work force and are weak in terms of R&D, then BFL is not representative.
However, it can be taken as an example of what emerging market firms need to do, to
become successful MNCs. Additionally, the fact that BFL has pursued an acquisitive
internationalization in advanced markets makes its process of integration and control
interesting in their own right. This case is selected because I consider it a relevant case
for all emerging market firms and generalizable to successful EM MNCs.
According to Yin (1994), one of the criticisms of case studies is that they provide little
basis for generalization, however he argues that case studies are generalizable to
theoretical propositions and not to empirical populations or universes. The case study
23
does not represent a sample and my goal is to expand and generalize theories (analytic
generalization) and not to enumerate frequencies (statistical generalization).
The ambition is not to test an existing theory with the case study, in the sense that I will
be able to falsify it. I will rather describe a phenomenon by way of consuming theory;
probe the usefulness of a theoretical framework. It is therefore a disciplined
and Bennett 2004: 74), which means that theory will
guide data collection and analysis. There are no previous theories developed specifically
for M&A of EM MNCs. I therefore decided to use existing theory developed for M&A
generally, presented in the literature review. The data collection and classification is
based on two similar studies, which were published in 1991 and in 2003 respectively, on
advanced market MNCs. Both studies are more profound in scale and scope than this
one since they are a combination of surveys and case studies. Both projects took around
five years and covered more issues apart from acquisition integration. The researchers
conducted about two interviews on each case and used archives as well. However, the
fact that for profit organizations are constantly searching for more effective ways to
operate and that organizational patterns have changed dramatically since the outset of
the disaggregated value chain structure, I considered it interesting to investigate more
about these changes within the context of emerging market MNCs.
3.2 Data collection: sources and source criticism This section gives an account of the empirical material used for the case study. I have
examined secondary data, such as reports and articles published on Bharat Forge
, B. Kalyani, published in
2006. As primary data I did one interview at Bharat Forge Kilsta Sweden, with the
production manager. All sources are derived from the company itself, which makes it
likely to be biased. As a measure to reduce the bias to some extent, I chose to interview a
person that had been with the company before the acquisition. The interview, which
was recorded, was conducted in a semi-‐structured way. It followed prepared questions
(appendix 1), but the interviewee was also allowed to flesh out his arguments. After the
interview, I compared the information obtained with secondary data, which allowed me
24
to generalize, to some extent, in regards to the other subsidiaries acquired by BFL. This
comparison also served to triangulate different sources on the same questions.
4. Bharat Forge Limited Bharat Forge Limited (BFL) is an Indian global multinational that manufactures various
forged and machined engine and chassis for the automotive and non-‐automotive sector.
Since the beginning in 1961, BFL has done significant achievements, rising to a leading
position in the merchant forging industry in its 50 years of existence. Today BFL is the
leading supplier to almost all manufacturers of passenger cars and commercial vehicles,
of components that are critical for the safety and performance of automobiles.
4.1 Company history
Bharat Forge Limited is the 50-‐year-‐old flagship of the $ 2.4 billion Kalyani Group. It
came into existence in 1961, at a time when policy favored self-‐sufficient indigenous
industry because there was an urgent need for it. By 1965, BFL had set up forging
facilities; however there was no technology base available in India and BFL had to obtain
it by itself.
In the early 80s, BFL started exporting crankshafts and crack links to the USSR and by
1985, BFL had achieved a leadership position in India. However, despite a long-‐decade
of concerted efforts to enter Western markets, quality-‐conscious Europe and the US
rejected. In an interview with Janve et al. (2011), Kalyani says, Nobody believed that
they could produce to the required quality and consistency, an .
However, Bharat Forge took this challenge seriously and in the late 1980s invested in
modernizing their facilities and in leapfrogging technologies. The technology was so
advanced that they had to struggle to master it; they had to replace low skilled
workforce with skilled staff (with at least a degree in engineering). After turning around
the company they learnt to master the technology. They achieved a far more reliable
process and consistent output, and soon the potential customers realized that BFL could
supply technological complex products in a highly cost-‐effective way (Janve et al. 2011).
25
Such proactive investments in state-‐of-‐the-‐art technologies have, in fact, been BFL
driving force. Today, BFL does not only provide a high technology production platform,
but it offers a high level of customization with the support of its own machining
facilities, which enable high product quality and delivering in very low cycle times.
4.2 Internationalization and growth
Exports boomed throughout the 90s, and in 2001, BFL set the goal to become one of the
top global players in the automotive forging industry within five years. To achieve this
goal they had to expand to markets of North America, Europe and Asia, with an
emphasis on Europe because they considered that all the technological developments in
the field happened there. Therefore, in order to become more responsive to conditions
of rapid change, high innovation costs, and the scramble for strategic positioning in
many sectors, BFL started thinking in terms of inorganic growth. The goal was to be in
the passenger cars, chassis business, trucks, crankshafts and front axles (Thomas 2006).
In an interview with Thomas (2006), B Kalyani explained that two reasons motivated
the acquisitions in developed markets. The first was that OEMs, especially European
companies, preferred to use vendors in their proximity for a certain set of products
where they could afford to trade-‐off cost disadvantages. The second reason was that
existing companies came with contacts, networks and relationships. He added that
although it is possible to replicate that, it takes time. BFL targeted and acquired
systematically enterprises with superior technology that supplied parts to passenger-‐
car makers or made forged products for the truck industry that lay outside its offerings.
In less than five years, BFL made a number of acquisitions, raising its consolidated
revenue from $112 million in 2001 to over $700 million in 2006 (Kalyani 2006).
Since Bharat Forge was good at chassis components, they focused on Carl Dan
Peddinghaus GmbH (CDP) the second largest forging company in Germany, which was
the best-‐known and most respected company in the chassis component business. The
company was in trouble and immediately after it went into bankruptcy Bharat Forge
Ltd. started bidding for it. At the end of 2003 BFL acquired CDP for $50 million. Then, by
the end of 2004, BFL acquired CDP Aluminiumtechnik, a company that manufactures
aluminium components for automotive applications, for $8 million. Both companies
26
were based in Germany and had about one thousand employees. CDP, founded in 1839,
is one of the oldest and the largest forging companies in Germany. CDP Aluminium-‐
technik, founded in 1997, provided BFL an entry into the hi-‐end and fast growing
aluminium component business.
These movements quickly consolidated BFL position across the vehicle market segment.
BFL set up a centre of excellence in Germany with specific focus on frontline product
development capability and participation in the product development initiatives of
customers (Thomas 2006). B. Kalyani points out that the acquisitions of CDP have
benefited BFL tremendously by increasing capacity by 40 percent, alleviating a part of
the production that was heavily concentrated to India. The subsidiaries located in
Germany have the same capacities, as those located in India. The only difference is that
iaries operate at a minor scale (Thomas 2006).
In September 2005, Bharat Forge acquired Swedish Imatra Kilsta AB, along with its
wholly owned subsidiary, Scottish Stampings (subsidiaries of the Imatra Forging Group).
The Imatra Forging Group bought this company in 1988, which from the outset
belonged to Bofors and produced components for the automotive sector since 1914.
Bharat Forge Kilsta was known for a long tradition in forgings and an outstanding
reputation for quality and technology. However, due to an economic downturn in 2004,
the Imatra Group started cutting jobs as a result of a drop in revenues (Management
Paradise 2011). With these two acquisitions, Bharat Forge reached a position as one of
second largest manufacturer of heavy crankshafts in Europe (Bharat Forge 2005).
The next step was to continue setting a global footprint in the US. In 2005 BFL entered
its largest market, by acquiring Federal Forge Inc, a 43-‐year-‐old established name for
designing and manufacturing complex forged steel parts for passenger cars, such as
control arms, links, steering knuckles and connecting roads, with a significant client list.
In 2004, before the acquisition, Federal Forge Inc had filed for Chapter 11 of the US
Bankruptcy Code, driven by rising steel prices and downward pressure on prices from
OEMs (Thomas 2006).
27
In December 2005, BFL entered into a joint venture (JV) with FAW Corporation, holding
a 52 percent stake in the JV. FAW is the largest automotive group in China with a leading
position in both passenger cars and commercial vehicle sectors. With this agreement the
Chinese p
huge market and a second low cost base from which they serve its global customers
(Thomas 2006).
4.3 Value Creation
With these acquisitions, BFL completed its global dual-‐shore capability strategy. They
can produce all their core products, crankshafts, beams, knuckles and pistons in a
minimum of two locations worldwide. In order to better serve its customers across
borders and to meet the requirements of just in time delivery, the strategy is having a
dual-‐shore forging manufacturing capability, dual-‐shore design capability and dual-‐
shore machining capability. This means having more than one design, manufacturing
and machining base for all core components. In that way they have one facility close to
the customers, for jobs that require intensive collaboration between customer and BFL,
and one facility in a low cost, but technologically competitive destination, such as India
or China. The production hubs focus on product design, development and manufacturing
high-‐end critical components, which are products that are more technologically complex
and can earn higher margins and in low cost locations they produce high volume
manufacturing of products of which demand is more predictable (Sirkin et al. 2008).
Bharat Forge bought loss-‐making companies with attractive client bases in Europe, US
and China, and the strategy has paid off. Kalyani (2006) states that with a global
manufacturing network they not only have global capacity, but they have added
intellectual capital and a valuable set of global practices. They use benchmarking within
the group to ensure that the best practices are shared and assimilated by all the units,
which helps further improve the value of each activity. Furthermore, he adds that the
management of intellectual capital is a different challenge and not an easy task.
However, they are working at it through structured and unstructured integration
processes.
28
5. Case Analysis The above described internationalization strategy suggests an internationalization and
technological leapfrogging strategy. With those acquisitions and a center of excellence in
Germany, BFL passed from being an exporter with distance relationships to having close
business relationships with its customers. BFL targeted firms that facilitated the
entrance into the European and US market in a very strong position. Contrary to other
EM MNCs, such as the Tata Group, which pioneered expansion into emerging markets,
Bharat Forge Ltd. started focusing on upgrading, expanding and securing its capabilities
in terms of technological advancements in developed countries. BFL became a world-‐
class organization through its acquisitions, which to some extent helped it to
compensate the deficiencies that are typical of EM MNCs, such as investments in R&D
and having a qualified work force.
Opposite to developed market enterprises that through outsourcing have reduced the
scale and scope of their operations, BFL is augmenting the scale and scope of its
operations by offering the design, machining and manufacturing of products, which is in
accordance with its strategy of scaling up its position in the value chain. These are
aspects that confirm the first expectation on EM MNCs patterns of rapid
internationalization to get strategic assets that enable a global leadership position.
5.1 Subsidiaries integration and control In terms of organizational integration, BFL operates its facilities in an interdependent
way. In most of the subsidiaries, the management team has remained in place, the
company has kept its own board of directors and the management has kept a high level
of autonomy in terms of daily operations and marketing after the acquisitions. They
argue that although the world economy has become increasingly global, there is still a
high degree of diversity among regions. So in order to be responsive to the requirements
of suppliers, customers and government officials, they expect local managers to act on
the ground of their experience and judgment to take such decisions (Sirkin et al. 2008).
However, in an interview with Thomas (2006), Kalyani stresses the need to develop
global managers with the ability to operate across borders with confidence and who can
29
operate in spite of high ambiguity and frustration. This suggests that in the future there
will be more management rotation across the subsidiaries
BFL turned around its unprofitable acquisitions in only one year. B. Kalyani (2006)
explains that they improved subsidiary performance by combining the technology and
engineering capability of the Europeans with Indian management practices,
philosophies and strategies. After the acquisitions took place, headquarters set up a
team comprised by three to four persons from finance and costing, two to three people
from operations and two to three people from marketing. Every six weeks, they go to
one subsidiary to conduct an analysis and make a report with an action list to be
implemented (Money Life 2006).
In this study, an interview took place at Bharat Forge Kilsta, which allowed me to
corroborate secondary data from 2006, in terms of integration. In Kilsta, for example,
there are no managers from headquarters. However, there is a group of advisors, as
mentioned above, that follows performance and gives specific recommendations. This
confirms the second expectation on little change related to organizational integration.
However today, it depends on the subsidiary. In Germany for example, there are
temporally management rotations at middle management levels. In addition, specialists
in different fields travel around to support and integrate production capabilities.
(Johansson 2011)
Concerning marketing integration, there is a high level of integration in the R&D and
sales order processes. Through a common system, BFL integrated the global engineering
capability into its low cost engineering centre in India, having 70 percent of the design
done in India. BFL evaluates periodically the profit margins of each order and relocates
orders with lower margins in the lower cost plants and replace them with higher margin
products (Johansson 2011; Sirkin et al. 2008). In that way, BFL cuts the cost and reduces
the cycle time for new products significantly. BFL keeps an EBITDA margin of 20 percent
while most profitable competitors only achieve between 10 and 15 percent (Sirkin et
al. 2008). Therefore the third expectation regarding marketing integration is partially
met. On the one hand, headquarters are not involved in the sales process since every
subsidiary manages its own customers. On the other hand, there is a significant
30
influence and support from headquarters, not only in terms of providing low margin
products, but also in terms of designing products when needed, if for example, there is a
big order that a subsidiary with lower capacity cannot handle.
Additionally, in regards to financial integration, in terms of capital expenditure, future
projects are required to have a return of around 20 percent, a requirement that can be
difficult to meet in a mature market such as Sweden. I argue that BFL has to a great
extent a centralized decision making process since subsidiar project proposals are
discussed periodically with the CEO and the group of managers that come periodically
from headquarters. This indicates that the fourth expectation on financial integration is
met because not only decision making is to a great extent centralized, but also
headquarters is constantly reevaluating the sales orders in high cost countries in order
to coordinate design and production issues. However, despite the cost control, BFL
recognizes that global leadership can only be achieved with advanced technology and
therefore it is constantly tapping into new technologies. This suggests that BFL does not
hesitate when it comes to meet customer requirements.
5.2 Pros and cons of the acquisition for Bharat Forge Kilsta
The main advantage with the acquisition for the local company was that this type of
production requires huge capital investments that the former owners could not afford.
Since Bharat Forge Ltd. had a growth strategy in the European market it was the ideal
owner. After the acquisition took place, this subsidiary remained the same in terms of
management and the number of employees. In terms of production, the only change was
a relocation of auto parts, which moved to Germany, leaving only the production for the
trucks and transport sector in Sweden. (Johansson 2011)
However, in 2008 and 2009, due to the economic crisis, there was a large drop in
demand, forcing BFL to downsize its operations worldwide and to close the subsidiary
located in Scotland. Bharat Forge Kilsta had to lay off about half of its employees, and
because the crisis in Sweden also affected the banking sector, headquarters were forced
to provide financial support. Today Bharat Forge Kilsta has recovered from the crisis
and has almost the same number of employees that they had before the crisis. However,
despite the demand is increasing, it has been difficult for them to guarantee the return
31
expectations that are required at the corporate level, to invest in new projects
(Johansson 2011).
During the crisis, BFL cut costs, reduced waste and became leaner. They stopped capital
expenditure for more than one-‐and-‐a-‐half-‐year, and focused on developing new
processes, new technologies and new markets, like the non-‐automotive business in
power-‐generation equipment, railways, making components for marine equipment,
ships and high-‐pressure components for the offshore oil and gas exploration. B. Kalyani
sees growth opportunities for the company in those markets because the major
components to manufacture power equipment are forged ones. Although BFL continues
to grow in the automotive industry, they expect around 40 percent of their revenues to
come from the non-‐automotive industry in this decade. B. Kalyani argues that they have
become more cautious in order to avoid the same problems that they faced during the
crisis; risk taking is necessary to generate growth (Business World 2010).
Although no jobs were removed when the acquisitions took place, unexpected events
such as the economic crisis, forced BFL to discharge staff. Otherwise, as expected, major
changes occurred in order to build an efficient global value chain, such as relocation of
activities related to production. After recovering from the economic crisis, however, the
Swedish subsidiary considers that its requirements to augment capacity are restricted,
despite the fact that demand is growing. This is partly because BFL can respond to an
increasing demand with the support of production from a low cost country and partly
because the probability of greater returns is higher in emerging countries. However,
having to align local goals to global goals is understandable from the
perspective, as a result of being part of a multinational (Johansson 2011).
The fifth expectation derived from Haspeslagh and Jemison (1991) integration typology
and control was partially met. As expected, I found the integration approach of Bharat
Forge Kilsta to be symbiotic, , since substantial
capability transfers in terms of design and production are needed. But there is also a
context is
different from the acquirer s. As mentioned before, BFL argues that they grant the
subsidiaries a high level of autonomy to be responsive to change
32
local environment. According to general aspects that characterized the different
nationalities, EM MNCs are long-‐term oriented, similar to the Japanese and contrary to
Americans, who have a short-‐term orientation. BFL shows the patterns of other EM
MNCs that have expanded through acquisitions of unprofitable companies and turned
them around into profitability in a short period of time, mainly because they integrate
the foreign operations with their home country operations to reduce costs. In terms of
management, EM MNCs use a moderate influence in the daily operations of its
subsidiaries by sending advisors from headquarters, as the Japanese. However, EM
MNCs integrate completely their acquisitions through IT management systems as
American MNCs.
However in terms of control, I found that the division between strategic and
operational control has become blurred. Because continuous evaluations are required
to identify low and high margin products, headquarters has to keep full control of
productions costs. This suggest that headquarters is also involved in operational
decision making and cost control. Consequently, one can affirm that BFL headquarters is
involved in both strategic and operational control to a great extent. BFL headquarters
have full control of its subsidiaries and based on that, it gives specific guidelines to the
subsidiaries. In turn, the subsidiaries have autonomy to decide how they implement
headquarters guidelines.
6. Discussion and Conclusions This study set out with identifying a research gap; our body of knowledge when it comes
to M&A is predominantly based on empirical evidence from developed markets,
although emerging market multinationals are growing in number and are expanding
rapidly. In particular, I saw a need to understand how EM MNCs integrate and control
their acquisitions in order to sustain and advance their international competitiveness.
In order to answer this descriptive query, I developed theoretically driven expectations,
which were probed against one EM MNC; Bharat Forge Ltd.
The five expectations were by and large met in the case study. We saw a rapid
internationalization process in order to acquire strategic assets. It is however worth
33
mentioning that in prior efforts by BFL to internationalize, they first had to do their
homework properly; i.e. investing in technological skills at home and developing a
qualified work force that could manage technological complex processes. In line with
expectations, we also saw ingenious strategies to constantly keep production costs
down, as well as a low degree of management and employee turnover based on the
ability to organize an efficient value chain. However, the expectation that there would be
no interference in marketing and financial integration was only partly met. The
interference consisted in supplying low cost products and design when needed. The fifth
expectation was met, in the sense that the relationship between BFL and Kilsta can be
characterized as symbiotic. The integration of management systems facilitates
simultaneously information flows between headquarters and subsidiaries and among
subsidiaries. Integrating R&D, production, marketing and financial systems enables
subsidiar input into activities that in the past were exclusively centralized.
Additionally, after years of trial and error, MNCs, regardless of nationality, have learnt
that the level of local responsiveness is imperative to succeed in local markets.
Therefore information from subsidiaries is of vital importance today. Nowadays, there is
little concern regarding negative impacts of acquisition due to integration problems; it is
rather a matter of identifying cultural differences that a pluralistic organization can
benefit from.
In terms of control, however, the evidence from the case study suggests that the
distinction between strategic and operational control is indistinct. The match between
the theoretical framework and the case suggests that prior theories to a large extent are
useful for understanding post acquisition processes of EM MNCs. There may also be
some room to amend these theories to better fit a globalized world, in which various
resources seem to be somewhat more evenly spread than before.
To the extent that this case study can be generalized, it is possible to say that EM MNCs
in some ways differ from their developed market counterparts. The ambition has here
not been to explain these differences. But for the sake of discussion, one can begin by
questioning to what extent emerging market-‐factors play in. The global landscape has
changed significantly over the last decades. EM MNCs were born in a globalized world
34
with lower trade barriers and easy access to information and technology. Cooperation
between firms in the form of strategic alliances, joint ventures and others, are more
ingrained norms, practices and organizational structures that can prevent the necessary
flexibility to adapt to changes in the environment. Evidently, they have benefited from
being latecomers.
Comparing the integration process and changes implemented by BFL in the Swedish
subsidiary with acquisitions of advanced market enterprises, I would argue that EM
MNCs tend to make more changes when integrating their acquisitions because they
integrate the new subsidiaries into their global production system. However, since there
is no recent systematic research on advanced market acquisitions, it is difficult to affirm
that developed market MNCs would not do it in the same way. Today, most of them also
operate with a global value chain.
Another problem encountered in international acquisitions research is that M&A are
mostly analyzed as the same phenomena in both published statistics and popular
discussion. However, the fact that M&A differ in terms of the degree of integration
makes me expect much more organizational change in a merger; when two or more
companies become one, many tasks or departments tend to disappear in order to avoid
duplication. In international acquisitions, on the other hand, if the acquirer does not
operate in the same location as the acquired, then no major changes occur during the
integration process. This differentiation could be interesting for future research.
Certainly EM MNCs share some traits with companies that boomed in prior waves of
internationalization. After all, advanced markets MNCs are also targeting emerging
markets and many of them have set up R&D centers there. In sum, even if this new wave
of MNCs somehow differs from their predecessors, they reach a point where, as
experienced MNCs, they are compared under only one framework. To operate effectively
in the changing global business environment, MNCs, regardless of the country of origin,
are continuously searching for effective ways to integrate and develop capabilities that
permit them to be competitive in terms of cost, quality, flexibility and innovation. Since
there are no major differences between the way experienced MNCs and EM MNCs
35
integrate their acquisitions, I conclude that MNCs in general have an internal and
external need to standardize management practices. They must have integrated
management systems that permit not only the transfer of information, but to do
benchmarking among subsidiaries and outside the organizations.
Since the 1960s, MNCs are considered instrumental for transferring capital, technology
and organizational skills between countries. What is different now is a reverse MNCs
expansion that replicates the transfer of not only capital and technology, but also of new
organizational skills. The question left to answer is whether EM MNCs will be
instrumental for transferring policies from developed that permit emerging
markets to operate in a more reliable and stable institutional context. In other words,
will this reverse MNC expansion contribute to correct those institutional voids that
characterized emerging markets?
36
7. References
Aguiar, M., Bhattacharya, A., Bradtke, T., Cotte, P., Dertnig, S., Meyer, M., Michael, D. and Sirkin, H. (2006).
The New Global Challengers: How 100 Top Companies from Rapidly Developing Economies Are Changing the
World Available at:
http://iisdb.stanford.edu/evnts/4326/New_Global_Challengers_May06.pdf
Bharat Forge L. Website. Available at: www.bharatforge.com/company/history.asp
Bartlett, C. and Beamish, P (2011). Transnational Management. (6th edn). New York: McGraw-‐Hill
Barton, D.M. and Sherman, R. (1984). The price and profit effects of horizontal merger: a case study.
Journal of Industrial Economics. Vol.33, No 2, pp. 165 178.
Bertoni F., Elia S., Rabbiosi L. and (2010). Do traditional internationaliz
emerging market MNCs? A study of BRIC acquisitions in developed markets. First revision resubmitted to
Management International Review. Available at: http://gdex.dk/ofdi/32%20Bertoni%20Fabio.pdf.
[Accessed 1 Apr. 2011].
tward
foreign direct investment. Journal of International Business Studies. Vol. 38, pp. 499 518.
Business World (2010). Adapting the Organization to Global Changes: De-‐risking is the Key. Business
World 31 May 2010.
Dupoux, P., Khanna, D., Michaelis, H., Peters, P., Sanghi, K., Verma, S. (2011). Companies on the Move Rising
Stars from Rapidly Developing Economies Are Reshaping Global Industries. Global Challengers. The Boston
Consulting Group. Available at: http://www.bcg.com/documents/file70055.pdf
deployment following horizontal acquisitions in
Europe and North America, 1988-‐1992. Strategic Management Journal. Vol. 19, No 7, pp. 631-‐661.
Capron, L. and Pistre, N. (2002). When do acquirers earn abnormal returns? Strategic Management
Journal. Vol. 23, No 9, pp. 781 795.
Cartwright, S. and Schoenberg, R. (2006). 30 Years of Mergers and Acquisitions Research: Recent
Advances and Future Opportunities. British Journal of Management. Vol. 17, Issue S1, pp. S1-‐S5.
Child, J., Faulkner, D. and Pitkethly, P. (2003). The Management of International Acquisitions. Oxford
University Press. Available at: http://dx.doi.org/10.1093/acprof:oso/9780199267101.001.0001.
Dunning, J. H. (1988). The eclectic paradigm of international production: a restatement and some possible
extensions. Journal of International Business Studies, Vol. 19, No 1, pp. 1 31.
Duysters, G., Jacob, Jintian, Y. and Lemmens, C. (2009). Internationalization and technological catching up
of emerging multinationals: a comparative case study of and Corporate Change. Vol.
18, No 2, pp. 325-‐349.
Elango, B. and C. Pattnaik (2007). Building capabilities for international operations through networks: a
study of Indian firms. Journal of International Business Studies, Vol. 38, No 4, pp. 541 555.
Fubini, D., Price, C. and Zollo, M (2006). Mergers: Leadership, Performance and Corporate Health. Palgrave
Macmillan (2006).
George, A. and Bennett, A (2004). Case Studies and Theory Development in the Social Sciences. Cambridge
37
MA: MIT Press
Goldstein, A. (2008). The Internationalization of Indian Companies: the Case of Tata. Working Paper. Series.
No. 08-‐02, January 2008. Center for the Advanced Study of India (CASI), University of Pennsylvania.
Ghoshal, S. (1987). Global strategy: an organizing framework. Strategic Management Journal Vol. 8, No. 5,
pp. 425 440.
Greenwood, R., Hinnings, C.R. and Brown, J. (1994). Merging Professional Service Firms. Organization
Science. Vol. 5, No. 2, pp. 239 -‐257.
Haspeslagh, P. C; & Jemison, D. B, (1991). Managing Acquisitions: Creating Value through Corporate
Renewal. New York: Free Press.
Janve, R. and Gonsalves, M. Forging Global Leadership the Hard Way. The Chronicle. 17 Jan. 2011, p. 5
Johansson, T. Interview 19 Apr 2011. Bharat Forge Kilsta Sweden.
Kalyani, B. (2006). Mastering Automotive Challenges. London UK. GBR: Kogan Page Ltd., 2007. Chapter 14.
Countries. Harvard Business Review. Vol. 84, No. 10, pp. 60-‐69
Kumar, K. and McLeod, M.G. (1981) Multinationals from Developing Countries. Lexington Books: Lexington, MA. Kumar, Nirmalya (2009). How Emerging Giants Are Rewriting the Rules of M&A. Harvard Business Review.
Vol. 87, No. 5, pp. 2-‐8.
Li, P. (2007). Towards an integrated theory of multinational evolution: the evidence of Chinese
multinational enterprises as latecomers. Journal of International Management. Vol. 13, pp. 296 318.
Liu, H. and K. Li (2002), Strategic implications of emerging Chinese multinationals, The Haier Case Study.
European Management Journal. Vol. 20, pp. 699 706.
Management Paradise.com (2011). Supply Chain Management of Imatra Steel. Available at:
http://www.managementparadise.com/forums/elements-‐logistics/212756-‐supply-‐chain-‐management-‐
imatra-‐steel-‐oy-‐ab.html. [Accessed 16 Apr. 2011].
Matthews, J. A. (2006). Dragon multinationals: new players in 21st century globalization. Asia Pacific
Journal of Management, Vol. 23, pp. 5 27.
Money Life (2006). .
Money Life 22 May 2006.
Organization for Economic Co-‐operation and Development (OECD), (2006). Emerging Multinationals: Who
are they? What do they do? What is at stake? Available at:
http://www.oecd.org/document/33/0,3746,en_2649_201185_36223265_1_1_1_1,00.html
Sirkin, H., Hemerling, J. and Bhattacharya, A. (2008). Globality: Competing with Everyone from Everywhere
for Everything. The Boston Consulting Group Inc.
Teorell, J. and Svensson, T (2007). Att fråga och att svara. Liber AB
Thomas, C.P. (2006). The Road Ahead:
Forgings Manufacturer. Corporate. Available at:
http://www.ibef.org/download/corporatebharatforge_june06.pdf
Timothy J. Sturgeon (2002). Modular Production Networks: A New American Model of Industrial
Organization. Industrial and Corporate Change. Vol. 11, No. 3, pp. 451-‐496.
38
Wooldridge, A. (2010). The world turned upside down: A Special Report on Innovation in Emerging
Markets. The Economist. 17 Apr. 2010. Available at: http://www.economist.com/node/15879369
Yin, R.K. (2003). Case Study Research: Design and Methods (3rd edn). Beverly Hills, CA: Sage
Appendix 1: Interview questions
The interview was structured with open questions, which permitted me to corroborate
prior published qualitative data about acquisitions in general. The following questions
were formulated for the interview:
1. General background of the acquisition: reasons and consequences. Has there
been a management turnover?
2. Background to major changes and influences (post integration process). Would
the local management have carried out these changes, had the company not been
sold?
3. Advantages and disadvantages/problems encountered during the integration?
4. How the acquisition has contributed to profitability and growth: Has the
acquisition managed to combine the competitive advantages of both firms? (Low
cost and technology) Is it a mutual transfer of different capabilities?
5. How are you managing production R&D and sales? Do headquarters get involved
in marketing decisions in Sweden?
6. To know about financial controls, do you use a top down or bottom up approach,
in terms of budgeting and capital expenditure? Who decides about which
projects the subsidiary starts up?