Mergers and Acquisitions: National and Organizational Cultures
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Transcript of Mergers and Acquisitions: National and Organizational Cultures
Running head: MERGERS AND ACQUISITIONS 1
Mergers and Acquisitions: National and Organizational Cultures
Thesis
By
Adam Deines
Submitted in partial fulfillment
Of the requirements for the degree of
Bachelors in Science
In
Business Administration
State University of New York
Empire State College
2016
Reader: David Starr-Glass MBA, M.Sc., M.Ed.
MERGERS AND ACQUISITIONS 2
Abstract
The research thesis will consider the backgrounds of mergers and acquisitions, and both national
and organizational culture and how these three things affect each other. Multiple small cases will
be brought up throughout the paper to give real world situations in which the theory is applicable.
Finally, three case studies will be looked at in order to apply many of the theoretical ideas
brought up throughout the paper. The first will be an acquisition between Volvo Construction
Equipment (VCE) and Samsung Heavy Industry (SHI). The second will be a merger between
Daimler-Benz and Chrysler. The third and last will be a complicated acquisition between
Compaq and Digital Equipment Corporation.
Keywords: M&A, Mergers, Acquisitions, National Culture, Organizational Culture.
Acknowledgements
I would like to thank all of my family and friends for their help and support in the writing
of this thesis. Further, I would like the thank the various teachers that I have had over the years
that have helped make this paper and eventually my degree possible. I would also like to thank
my girlfriend, Nadia, for the support and patients that was required over the course of writing
this thesis. Lastly, I would like to thank David Starr-Glass for the great advice and help in the
preparation and creation of this thesis.
MERGERS AND ACQUISITIONS 3
Contents Abstract ............................................................................................................................... 2
Mergers and Acquisitions: National and Organizational Cultures ...................................... 4
Chapter 1: Background ....................................................................................................... 5
Mergers and Acquisitions ............................................................................................... 5
Cross Culture Communication and Organizational culture .......................................... 12
Chapter 2: Combining M&A with Organizational and National Cultures ....................... 21
Failing M&A and Culture’s effect ................................................................................ 21
What can be changed to fix it? ...................................................................................... 28
Chapter 3: Case studies ..................................................................................................... 30
Three M&A’s: The Good, The Bad, and The Ugly ....................................................... 30
The Result of These Three Studies and Implications on Future M&As ....................... 46
Conclusion ........................................................................................................................ 47
References ......................................................................................................................... 50
MERGERS AND ACQUISITIONS 4
Mergers and Acquisitions: National and Organizational Cultures
Mergers and acquisitions (M&A) is a relatively new field of research, not because it is a
new phenomenon but because its growing popularity in the last half a century has made it quite
important. Since 1985 M&A have shot up from a mere 2,675 to over 46,500 in 2015, (Institute
for Mergers, Acquisitions and Aliances, n.d.), worldwide. As globalization becomes more
prevalent multinational corporations (MNCs) and organizations will fight for further control of
the markets. Taking market share from another company can be difficult, especially when that
company has the benefit of national loyalty. Thus, companies begin the process of entering into
new markets and taking market share through the buying up of other companies. This has led to
consolidation of many industries into a few giants and has allowed some companies significant
advantages over its competition. At the same time, M&As are very difficult to do successfully,
the number factors and soft science related to it makes the success or failure of an M&A difficult
to accurately predict.
70% of all M&A fail, (Deutsch, et al., 2010) because they don’t manage to bring
additional value to the acquiring or merging companies. The reason for this has been debated
over time and can be as a result of a number of things. One of the biggest issues has been culture.
Due to it being a soft science, organizational behavior and national culture are not easy to
quantify. This makes it different than predicting the financial synergies from an M&A because
financials are relatively easy to see and understand. Culture, is not the same. Due to this many
executives that begin the M&A process overlook or underestimate the importance of culture in
the integration process of an M&A. The aim of this paper is to understand why culture is
overlooked, why it is difficult to understand fully, and how this could be remedied in future
M&As.
MERGERS AND ACQUISITIONS 5
Chapter 1: Background
In order to fully understand the topic, a framework must be built in order to explain and
refer to ideas later in the text. M&A’s along with that of cross culture communication and
organizational culture are very in depth fields, neither is an exact science and so simply learning
why something happened in the past, doesn’t mean you will be able to always avoid it in the
future. This type of uncertainty is scary for business as you can’t insure against it. The odds are
stacked against companies in pulling out a successful M&A. However, it doesn’t have to always
be that way. By noticing M&A factors of success like a culture, an integration manager can more
accurately avoid bad situations. The following section will give background into what national
culture and organizational culture is and what Mergers and Acquisitions are. The sections
following this will go to explain how these odds can be possibly stacked back in favor of
companies.
Mergers and Acquisitions
Mergers and acquisitions (M&A) are far more complicated than when first meets the eye.
Often times multi-billion dollar mergers happen that seem like it will make the company look
strong, however in actuality may destroy the company. This is something that will be shown in
section 3 of this paper with Compaq and Digital Equipment Corporation. The failure of these
M&A’s are more common that most people realize and thus the biggest question must be asked,
why?
Defining and Understanding M&A
What is a Merger?
A merger is when a company decides to merge with another company. The outcome of
this merger is that a new company is created out of the two merging companies. All of the shares
MERGERS AND ACQUISITIONS 6
of both companies are surrendered and new shares are then given out for the new company. No
money is required to complete a merger since no one firm is positioned as the dominant one, thus
they are driven to work in collaboration and work towards becoming one company. Often times
they form to create a company that has both original company names in the new name. Typically,
true mergers do not happen very often when compared to acquisitions. Usually it does not benefit
a company, and its management, to consolidate with another company in order increase the value
of both companies. Management from both companies would be exchanged and swapped and of
course people would lose their jobs. Thus a decision like this would have to be extremely
beneficial for upper management to pursue an option like this.
Mergers tend to have a softer feeling on them in that they are attributed with the friendlier
side of M&A. Mergers give a feeling that two companies have come together to cooperate and
produce a better product or cover more market share or diversify. Due to this feeling that the
term mergers is softer, it gets misattributed to acquisitions that tend not to be overtly hostile.
Disney Pixar is an example of this, (Gallant, n.d.). Often times the acquisition of Pixar by Disney
is termed as a merger because it wasn’t hostile, however this has become sort of the “new”
meaning of a merger. For the purposes of this paper, the older version will be used in order to
reduce confusion.
What is an Acquisition?
Acquisitions are the most popular type of M&A and happen very frequently. For a
company it can be very advantageous to buy a smaller company in order to gain an advantage in
a market. Some of the most popular reasons for doing this is in order to increase market share by
buying up a competitor. This can be advantageous as it can allow a firm to have the combined
market share of the two companies, it also helps remove a competitor from the market.
MERGERS AND ACQUISITIONS 7
Acquisitions can also be helpful in moving into new markets. It can be very expensive and risky
to move into a new market in another country without a partner and thus often times larger
companies will purchase already established companies in order to establish a foot hold. This
doesn’t guarantee the chance for success, however it greatly increases it when compared to
starting from scratch. This was something that ADP, an HR service provider, did in order to enter
into the European market. They purchased a French company by the name of GSI. They were
able to use this company in order to establish themselves within Europe, (Our History, n.d.).
Acquisitions are the most popular and frequent part of M&A and so will be the primary
focus of this paper. However, the problems and issues that happen in M&A occur regardless of
its label because at the root, it’s still about merging two different cultures.
The role of newly acquired companies
Newly acquired companies are often times faced with many possibilities of how they will
be running after being acquired. There are 4 main ways in which an acquired company will be
absorbed into the acquiring company. The first is with conglomerates, these usually massive
companies will have a large portfolio of companies from the same or related industries. A firm
being acquired into a conglomerate may run semi independently. They may share similar supply
lines and distribution lines of other companies in the conglomerate, they will often have some
freedom over management decisions and products, this is of course dependent on the
conglomerate, however, companies still maintain most of their identity with more supply options
thanks to the improvement of the supply chain.
Another option is that a company will be acquired and become autonomous. As written in
the Harvard Business Review, (Kale, Singh, & Raman, 2009), partnering with acquisitions can
pay off in that it allows the acquired company to continue to do what it’s doing with almost full
MERGERS AND ACQUISITIONS 8
autonomy, with the only exceptions being upper management decisions. Sometimes the best
option is allowing companies to remain semi-autonomous, while this does bring into many issues
when done domestically, when purchasing a company for expansion overseas it can be
beneficial. Chinese companies have already began doing this as the integration process could end
up hurting the brand image of the acquired company that is quite valuable to Chinese businesses.
This can be easily done also in companies that are in a different market than their own. However,
a company that finds itself in this position may also find themselves easy to sell off also. This is
what happened with Motorola Mobility when Google bought them in 2011 for the sum of $12.5
billion, (Womack & Tracer, 2011). The main goal of the purchase was to acquire the patents from
Motorola Mobility to use against other companies. Google later sold Motorola Mobility 3 years
later for just $2.91 billion after it had stripped away the patents it wanted, (Osawa, 2014).
Motorola Mobility was kept nearly completely autonomous in order to make the ability for
Google to sell it much easier. Autonomy makes things easier for the acquired company, however
it potentially poses some threats to the company also as it can mean they will be stripped of
assets and sold off to someone else, potentially losing much of its value it had before.
The third position that companies can find themselves in is merging the two companies,
not to create a whole new company, but to create a sort of partnership. It is usually something
that can be used to take advantage of the segments of both companies in a more intimate
relationship than a conglomerate or autonomy. Disney-Pixar is a perfect example of how two
companies can merge and be extremely beneficial for them both. What helped the Disney and
Pixar acquisition is that they had been partners for many years before in the making of children’s
movies. The acquisition just happened because a contract ran out, (Ruesink, 2015). The result
was a revitalization of Disney’s animation and the continuing of the creation of hit children’s
MERGERS AND ACQUISITIONS 9
movies. This position is the ideal one and most M&A would like to be in this position as it
benefits both companies and allows the two companies to complement each other. Unfortunately,
this is not something that happens very often in M&A.
The fourth and final position is likely the worst outcome for the acquired firm as it means
the company is completely merged into the acquiring company and loses any sense of identity.
This is a quite common result of acquisitions and is because of the desire to keep the company
toward one vision. The vision of companies are different and thus these differing views can
create conflicts and identity crises within a company. The conflicts pose a threat to original
vision so they are reduced as much as possible, often times by eliminating people in the acquired
company. The result is that it is far easier to acquire a company and essentially dissolve it and
move the people and assets into current operations. This usually isn’t done overnight and takes
time to organize it, but it is the end goal.
Why do M&A’s fail?
Mergers and Acquisitions are sometimes small and simple but often times very large and
very complicated. It can mean the consolidation of thousands of people and billions of dollars in
assets and accounts. The biggest thing that people and businesses often look at when exploring a
merger is the financial aspect. Since money is the number one aspect to a business it also
happens to be focused on far more than any other part. The thought of how much profits could be
made by the combination of two companies in theory can often times overshadow flaws in the
idea. This focus could be a large factor in why roughly 70% of all M&A fail to deliver enough
performance gains to make M&As worth it, (Deutsch, et al., 2010). Due to this it must seem that
something is not being done right in M&A’s.
MERGERS AND ACQUISITIONS 10
In 2004 McKinsey & Company published an article titled “Where mergers go wrong,”
(Christofferson, McNish, & Sias). This quite lengthy article went to explain that the failure of
M&A results in the overvaluations of the profitability of a merger. The overvaluations seem to
come from the lack of complete and accurate information on the company. Estimations are too
high for the lack of complete information. There are far too many assumptions made in regards
to the market and how customers will accept the new changes. In the article an example of an
acquisition between 2 banks in the United States was given. In it the two banks had a regional
overlap of branches. The assumption was that the closing of the now redundant branches
wouldn’t have a large effect on the customer retention rate. This assumption was wrong because
the acquired company’s customers in these regions tended to be heavy branch users. Thus, many
customers left because they didn’t have branch near them anymore. The biggest issue seems to
be that of a non-personalized approach to each and every M&A. As stated before, M&A are
extremely complicated prospects in business, for this reason many executives may skip proper
due diligence and take short cuts. Taking numbers from the averages of past M&A in order to
gauge how the two companies will synergize.
After the economic recession in 2008, many companies found themselves weakened and
vulnerable. This left them exposed to competitors that may not have been as weakened and had
enough capital. In figure 1.1 we can see how despite the recession, M&A didn’t slow down
much, only the values of them dropped. Whether this drop is from the reduction is value
companies at the time, a reduction in the capital available to companies wanting to acquire
others, or a combination of both is beyond the scope of this paper. However, the current business
climate seems to indicate that M&A’s are here to stay for the foreseeable future.
MERGERS AND ACQUISITIONS 11
0
1000
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0
10000
20000
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Va
lue
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Mergers & Acquisitions Worldwide
Number
Value
Figure 1.1: M&A worldwide statistic (Institute for Mergers, Acquisitions and Aliances, n.d.)
In the aforementioned article “Where mergers go wrong”, (Christofferson, McNish, &
Sias, 2004), much of the focus was being put on financial and strategic misunderstandings. The
only hint to culture that was really brought in was that of bringing line managers into the
decision process. However, culture isn’t mentioned; in fact, not once is the word culture
mentioned anywhere in this article. This seems to indicate that the role and influence of culture is
a fairly new topic in M&A. A more recent report also issued by McKinsey & Company indicates
that culture has a much bigger effect than previously thought. In the report, Perspectives on
merger integration, (Deutsch, et al., 2010), culture has become more important. In fact, in this
more extensive report there are entire sections on assessing the cultural compatibility of two
organizations. According to McKinsey&Company, 92% of survey respondents admitted that past
mergers would have been substantially better had there been a greater cultural understanding
before the merger, (Deutsch, et al., 2010, p. 7). It is becoming more mainstream to list and focus
on culture as a major attribute in the integration of two companies.
MERGERS AND ACQUISITIONS 12
In section 3, 2 case studies will be given and analyzed. The major focus of those cases
will be on culture, as is the purpose of this paper, however, it will show opposites approaches to
integration. One with a high focus and understanding on culture, (Volvo and Samsung) and one
with a low focus, (Compaq and DEC). The interesting thing about these two M&A’s is that the
one that worked, may have been seen as the one more likely to fail. The cultures were much
different and more challenges were made. The real reason behind the success and failure of these
probably has more to do with hasty assumptions being made. The failure of due diligence tends
to be the main reason why M&A fail, the reason for this lack of due diligence can be attributed to
many things that go outside the scope of this paper.
Cross Culture Communication and Organizational culture
The field of cross culture communication is a field widely popularized by Geert Hofstede
in his cultural dimension’s theory. The theory laid out the ground work for the field and allowed
it to gain popularity. Since the publication of the study in 1980 called Culture’s Consequences, he
has been cited over 5,000 times, (Orr & Hauser, 2008). In fact, up to 2002, it was the most cited
book in social sciences. This figure is only growing though as more and more interest goes into
the field. The simplicity of the theory is what made Hofstede’s work stand out from the rest.
While the scope and depth of the study was very important, for the non-academics, the simplicity
was the most important. This is quite important as we can see with theoretical physics and Albert
Einstein’s theory of relativity and the equation within it that is famously known as E = mc2. This
simplicity is what made his work powerful. However, unlike with theoretical physics, which is a
hard science, cross culture communication is a soft science and it is easy to miss attribute
theories.
MERGERS AND ACQUISITIONS 13
Organizational Culture is a bit different and tends to play a larger role in the
incompatibility of companies. Every company possess some form of culture that is unique to
their organization. Every industry and sector tends to have a culture that goes along with it. Tech
companies tend to be lean to the more creative side and thus tend to have a more informal
atmosphere. The same cannot to be said for banks who would typically have a more formal and
hierarchal structure. The degrees to which these organizations have certain qualities is what
defines them.
Hofstede’s Dimensions.
The theory came out of a study done in the late 1960’s and early 1970’s that did a
worldwide survey of IBM employee values. The study was done by creating a survey that would
ask employees, in their native language, a series of attitude questions. In all, 117,000
questionnaires were administered in more than 60 different countries, (Orr & Hauser, 2008). The
idea for the survey was developed in the attempt to standardize questionnaires to remove
variability. The results of which culminated into him developing his dimensions in the late
1980’s and the publishing of his book in 1981, (Orr & Hauser, 2008; Hofstede, Hofstede, &
Minkov, 2010).
The original theory was comprised of 4 dimensions: individualism-collectivism,
uncertainty avoidance, power-distance and masculinity-femininity. Later, in 2001 a new
dimension was added in a new version of his Culture’s Consequences book called long term
orientation versus short term normative orientation (Hofstede, Hofstede, & Minkov, 2010). This
was updated again in 2010 with another edition of the book called Cultures and Organizations:
Software of the Mind. This newest and as of 2016, latest version of the book includes a 6th
MERGERS AND ACQUISITIONS 14
dimension called Indulgence versus restraint, (Hofstede, Hofstede, & Minkov, 2010). These
dimensions will be shown and explained as follows:
Individualism-collectivism (IDV)
o This dimension attempts to show the relationship between an individual and the
collective. This can be best described as how independent individuals are within a
collective, (Hofstede, Hofstede, & Minkov, 2010).
Uncertainty Avoidance (UAI)
o This dimensions attempts to deal with the degree that people feel threatened by
ambiguous and unknown situations. These tend to manifest themselves by
planning for future events and the inability or fear in making decisions, (Orr &
Hauser, 2008).
Power Distance (PDI)
o This dimension deals with the degree of power distribution between a manager
and his/her subordinate. A high degree of separation between manager and
employee indicates a higher sense of prestige for higher positions, (Hofstede,
Hofstede, & Minkov, 2010).
Masculinity-Femininity (MAS)
o This dimension pits the genders as having their own traits. Masculine qualities
mean that someone is more assertive and supposed to be more concerned with
success, money, and things. Feminine qualities mean that someone is more
nurturing and therefore more concerned with caring for others and quality of life,
(Orr & Hauser, 2008).
Long term orientation v. short term normative orientation (LTO)
MERGERS AND ACQUISITIONS 15
o This dimension categorizes a culture as traditional or non-traditional. Cultures
that tend to be more focused on maintaining traditional values and ideas would
have a more long-term orientation. Whereas cultures that focus on modern
education and the future have a short term normative orientation, (Hofstede,
Hofstede, & Minkov, 2010).
Indulgence v. Restraint (IND)
o How capable an individual and a society is able to delay instant gratification. This
can be seen in how impulsive a culture may be and also in such instances of
delaying sexual desires because of the more religious nature of the social norms,
(Hofstede, Hofstede, & Minkov, 2010).
Cross Culture Communication in Today’s World.
Cross culture communication is a growing field, as will be seen in the next section, in
relation to M&A, it is something that is relatively new. It has only been from the popularization
by Hofstede that it has become a major focus. Now it is study that is beginning to be focused on
more due to its applications in market research, linguistics, and now, M&A. With the world
becoming smaller and the requirement of having to deal with different cultures on a day to day
basis going up, the field is becoming more popular. This has spurred universities to start
incorporating classes related to cross culture communication into many degrees, especially those
containing soft sciences.
Varying degrees of culture
There is a large variation in the ways that cultures vary between each other. What may be
kosher in Poland may not work in Italy and vice versa. Due to this, analysis have to be made in
order to understand why they don’t work and what will work. There have been a few studies
MERGERS AND ACQUISITIONS 16
done comparing different cultures to understand the differences. Often times the difficulties
come in the fact that there are many variables. This is one of the problems that plagues
Hofstede’s study done at IBM. The study could arguably only apply to IBM in the early 1970’s,
the fact that the study was done with IBM employees gives room of bias. IBM at this time had a
male dominated work force, (Orr & Hauser, 2008). This presents a certain bias to men.
Furthermore, the study started 50 years ago, many things have changed since then. Cultures are
not stagnant and even more traditional cultures will evolve and change overtime. People that
would be working for IBM now would have grown up and participate heavily in the information
age. This can mean that they may have different values and ideas than their parents who would
have been working at IBM in the early 1970’s. What this points to is that culture is always in a
state of flux and change and thus to have an accurate idea of the culture of a particular group of
people, you should analyze that group as close to the time and place as when and where you plan
to apply it.
When it comes to trying to work with and integrate different cultures, knowledge of what
makes both cultures tick is critical. A German having to work with a Spaniard could prove to be
difficult if both are stuck in a room together and forced to work together. German people are
known for the punctuality while Spaniards tend to put less emphasis on punctuality, (Dunkel &
Meierewert, 2004). The same could be shown in how the Spaniard may try and be quite close
both physically and emotionally with the German which would make the German uncomfortable.
Also, vice versa, the Spaniard may think that the distance the German is giving to him/her is
hostile, (Dunkel & Meierewert, 2004).
It is these fundamental differences between cultures that becomes a big issue for
companies looking to integrate. However, the limitations of the study that Dunkel & Meierewert,
MERGERS AND ACQUISITIONS 17
(Culture standards and their impact on teamwork: An, 2004, p. 24), has is that it may not fit the
demographics that a company is looking for. If an engineering company is looking at how to
integrate two groups from different countries, engineers will have a different sub culture than the
average of the rest of the population. It can go even further that two engineering firms can differ
greatly, even in the same country. This is something that will been seen with the case study
around the acquisition of DEC by Compaq in section 3.
Organizational Culture
Organizational culture is varied widely across industries and even can vary quite a bit
within industries. This variation is what defines each company and potentially makes them
incompatible with each other. Organizational culture isn’t always created on purpose. Often
times it creates itself through the way that the employees interacted with each other. When
looking at many of the IT companies today, they tend to be more informal and have a relaxed in
open atmosphere (supposedly). Much of this might stem from 2 main things, the first being that
to start a software company only requires filing the appropriate legal papers and a computer and
knowledge. This is different than a bank, manufacturer, oil company or similar in that no
extensive investment is needed. Thus, a lot of the big IT companies today started out by students
in college (Facebook, (Phillips, 2007)), or in a garage (Apple, (Rawlinson, 16)). The company
builds up from there as more programmers are hired and the culture continues to be more
relaxed. The other aspect is that coding tends to be a creative task with long hours and so being
comfortable tends to increase productivity. Similar roots can be found in other industries for why
they may be more formal, hierarchal, etc.
MERGERS AND ACQUISITIONS 18
Organizational Culture Basics
Organizational culture can be broken down into 3 main levels that help to define a
culture. The first is Artefacts and Creations, these tend to be leftovers from the past that
represent where the company has come from, and the symbols, stories, and norms that goes on in
day to day operations, (Rollinson, Broadfield, & Edwards, 1998). The second level is Values
and Beliefs, the way that the internal structure of the company works is based off of this,
(Rollinson, Broadfield, & Edwards, 1998). This level tends to be deeper in the organization and
harder to change. The third level is Basic Assumptions, this is the deepest level of the
organization and is based on how the company can compete, how employees are respected, etc,
(Rollinson, Broadfield, & Edwards, 1998). These three levels attempt to describe the company in
terms of its culture. Knowing the full extent of these three levels will help an outside understand
the true working environment in the company.
These layers are all interconnected and can build off of each other. Taking each separately
does not work as it inevitably loses the connections it has with other aspects. All three layers are
important for an Acquiring company to find out and understand. The inner most layer, basic
assumptions, may be quite difficult to get to and may also provide the most difficulties for an
acquiring firm.
Artifiacts and Creations
Values and Beliefs
Basic Assumptions
Figure 2.1: Schein’s layered conceptualization of culture
MERGERS AND ACQUISITIONS 19
Artifacts and Creations
This is the outermost level of culture within an organization. They can be found in online
through the company website, articles that talk about it, etc. This layer is the most public and
outward facing. For an acquiring company, this is may be the easier attribute to change. It is built
up of the norms, language, symbols, rites and ceremonies, myths and stories, and taboos that are
prevalent in the company. This typically describes how people dress, what the offices look like,
the stories that its employees tell about the company and how workers communicate, (Rollinson,
Broadfield, & Edwards, 1998, pp. 534-535).
Values and Beliefs
The second level is values and beliefs, these are more hidden and are likely to be seen
when communicating with employees and looking deeper into the interactions that employees
have with each other. Values and beliefs are the conscious policies that the company and workers
hold. An open door policy would be an example of this as it tends to show a more open and
honest culture. Employees that choose to stay a bit later to finish their work are also indicators of
this. There is an important consideration to this in that companies may put forth an ethical and
moral code stating that they are for fair promotion and opportunities, but may still play favorites
in reality, (Rollinson, Broadfield, & Edwards, 1998, pp. 534-535).
Basic Assumptions
Basic assumptions lie at the roots of the organization and show the true culture of the
company. These tend to be very deep and may only be found out through extensive research into
the company workings. This aspect shows how good employees are respected and treated.
Whether is there it is a high-pressure and competitive working environment, and how hierarchal
the structure is, (Rollinson, Broadfield, & Edwards, 1998, pp. 534-535). This also shows the
MERGERS AND ACQUISITIONS 20
ability of the company to compete. If a company is very laid back and relaxed with not much
incentives to work, then their competitiveness may be weakened. The same goes if they play too
much favorites when hiring and promoting as it could turn into a ‘good ole boys club’ where
those in the group are promoted and those that aren’t will not be, regardless of skill or
achievements.
Organizational Change
The reason for change can be varied and extensive. A change in the financial situation of
the company can result in an increase of pressure within the company, (Rollinson, Broadfield, &
Edwards, 1998, p. 605). At the same time, it can lead to a company becoming more competitive
if they were too lethargic before. Change isn’t always bad, and for some companies a change can
be good. This is something that some former Samsung employees will find out in section 3.
Increased competition will do much the same thing as a change in the financial situation of the
company. New technology can heavily change the culture of company depending on the industry.
Automotive went through a heavy change after robots began doing much of the heavy and
dangerous work. The same with bottling plants which are typically now void of employees other
than supervisors. This isn’t just on factory level though. VoIP and other IT related systems has
made interactions easier and made work more streamlined. All of these go to influencing the
culture of a company. In addition, work-force diversity, (Rollinson, Broadfield, & Edwards,
1998, p. 608), can change the culture also. As new employees are added from other countries, or
regions, or genders it can change what is prioritized and what is talked about in the company.
There are two types of organization change, proactive change and reactive change.
Reactive was covered above as culture changes from the addition of external forces. Proactive is
what is more vital to companies looking to proceed into an M&A. Purposeful culture change is
MERGERS AND ACQUISITIONS 21
not easy but can be effective if done right. The most important piece, and also the biggest
difficulty, is the employee’s opinions on the change in culture, (Rollinson, Broadfield, &
Edwards, 1998, p. 609). Strong resistance to change can be met with change in culture that was
not wanted and may be toxic.
Chapter 2: Combining M&A with Organizational and National Cultures
Failing M&A and Culture’s effect
It is difficult to pinpoint one reason for the failure of M&A because the reality is that
there are many reasons. Over estimating the synergies that will result from the M&A is usually
the culprit. One of the biggest factors overlooked is that of cultural synergies. Culture is often
times looked at as the differences between regions and countries. The importance of culture
within each company is equally important. In fact, sometimes it can play a bigger role in the
ability for 2 companies to synergize than the differences between national cultures.
In 1994, British Aerospace (BAe), was facing financial difficulties, due to this BAe sold
Rover to the German BMW for £800 million, (Whiteley, 2012). BMW was looking for a
company to buy in order to speed up their 4-wheel drive production and expand into different
markets. Rover fulfilled the requirements they had. What happened afterwards is what hurt
BMW and may have allowed companies like Audi to gain market share on them. BMW focused
more on being able to buy 4-wheel drive technology rather than having to go for the costlier
venture of developing it themselves. What resulted was a lack of an integration process. When
BMW did finally begin integrating Rover into BMW, there was a clash of cultures. BMW was/is
ran very forward and strict. The same cannot be said about Rover, who was more relaxed and
less forward, (Dhar, 2013). Also there was a lack of communication with middle managers and
engineers between BMW and Rover because of the language barriers. This delayed the
MERGERS AND ACQUISITIONS 22
integration process further and frustrated employees as there was little communication between
the lower level employees of the two respective companies.
Ignoring Cultural Differences
Culture has been shown so far to be a very important consideration when a business is
exploring an M&A. So then why does it seem to be so problematic for companies to look into it
more? The biggest issue is likely due to cost and time, which since time often time is equal to
money, it comes down to money. Some cultural aspects can be easily seen, when entering into a
corporate HQ certain signs can be seen that can hint at the type of culture and its strength. For
example, when walking into many of the big tech companies in Silicon Valley, California the
layouts tend to be open, modern with a relaxed feel. Many of the developer stations may be open
with low or no cubical walls, lots of shared open space and even recreations rooms. A strict dress
code is not enforced or implemented. Google is famous for this for having gaming rooms where
employees can go and play games there while at work. However, it is likely that if you play
games and slack off too much and let your work fall behind then you will be cut. This describes
an open and relaxed working environment, likely to encourage and breed creativity. On the flip
side you have financial institutions in New York City. These typically have much less recreation
style rooms, they tend to be less open and are stricter. Work attire is at minimum business casual,
and everyone is usually required to be clean shaven and professional. However, this only
describes a part of business culture.
It takes an in-depth analysis to see the hidden details of corporate culture. What was
described above is only a generalization of what happens in some companies in a specific area,
in 2 industries. Even then, it only looks at the surface culture. The underlying culture takes
longer to see. These cultures can be fast paced/high pressure or relaxed and everything in-
MERGERS AND ACQUISITIONS 23
between. To find out how a company is, it takes inside information and close studying of the
business environment. Simply asking people may only show extremes as many employees may
not know any different. This is what makes having a well-rounded understanding of the culture
of a prospective M&A expensive and time consuming.
Time becomes a difficult issue, especially for the CEO’s that are usually pushing for an
M&A. The average Fortune 500 CEO lasts only 4.6 years, (Brookmire, 2011), while the average
CEO of companies on and off the Fortune 500 is still only 8.1 years, (Schaefer, 2012). This
becomes tricky for CEO’s that spend too much time ensuring the deal is perfect. Since some
CEOs receive direct cash rewards for completing an M&A, (Grinstein & Hribar, 2003). As
Grinstein and Hribar found out (2003), 39% of CEOs in 327 M&As received cash rewards for
completing an M&A regardless of how much value was added, even if it was negative value.
This comes to implicate another reason why CEOs and even the board of directors for companies
may ignore some of the problems with a potential M&A.
For some companies, the board of directors and CEOs stand to lose hundreds of
thousands, if not millions of dollars if an M&A doesn’t go through. This hints at the idea that
some top level managers may ignore some problems because of the potential personal pay offs.
This is compounded by the fact that CEO positions tend to be short lived means they have much
more pressure to make an M&A work, even if it may be not in the company’s best interest. Much
of these rewards depend on the power of the CEO. The more powerful a CEO is (whether or not
he/she is also the head of the board of directors) the greater the compensation is for the CEO and
for the board members, (Grinstein & Hribar, 2003). The fact that this compensation comes in the
form of cash, instead of stock or a mixture, tends to argue further for the idea the CEO/Board is
less concerned about their personal gains from an M&A.
MERGERS AND ACQUISITIONS 24
Despite the potential implications of the previous paragraphs, some M&As may have
good intentions and fail because of numerous reasons. Some M&As have failed because the
companies found themselves locked in an industry or segment and due to customer perceptions
and costs, expanding into another segment without an M&A would be extremely risky and
prohibitively expensive. Others underestimated the differences that two company’s (in the same
industry and segment) internal cultures can have, thus resulting in clash of cultures. A perfect
example of this is with BMW and Rover mentioned above. Further, companies can run into
issues that were truly unforeseen because of market changes that disrupts the acquired firm’s
profits. Some of the reasons will be looked at and seen in further cases in later sections.
Domestic vs International M&A
Domestic and International M&A are two different, however quite similar animals.
Domestic M&A are representing an increasingly smaller part of M&A. As Noelia-Sarah
Reynolds and Satu Teerikangas mention in their article “The international experience in domestic
mergers – Are purely domestic M&A a myth?”, (2016), the purely domestic M&A may not be
something very frequent anymore. There are not many large companies anymore that are purely
domestic, while M&A do happen between smaller and medium sized companies, they tend to be
easier to manage as is expected when less people are involved in the process. Due to this
increasingly international presence in large and even small companies, providing a clear
distinction between domestic and international M&A may prove difficult. What was classified as
a domestic merger, (Reynolds & Teerikangas, 2016), actually had a bit of an international quality
to it. Two telecom companies were both based in the UK, however their parent companies where
international and sectioned the merger to allow the companies to compete against other
MERGERS AND ACQUISITIONS 25
international firms. This seems to indicate that even though two companies are based within the
same country, does not mean that international pressures and factors do not play a role.
If the distinctions were made that international M&A are M&As that consist of simply
two companies that engage in an M&A when those two companies are based in different
countries. Domestic would be when two companies engage in an M&A when both companies are
based in the same country. Then only some of the factors are being considered when it comes to
M&A. While sometimes simplifying a problem and getting rid of something that is needlessly
complex is important for understand how something works. M&A are different because they are
very complex, in some part being because of culture’s inclusion. The more international aspects
that are added to an M&A, the more complicated it is due to different and more varying
culture/laws, the more likely it is to fail because of these reasons. Unlike law, however, culture
isn’t written down, in fact it varies from region to region, country to country, and even town to
town. If the variation in company culture is added to this, it can make for a very daunting task in
order to accurately understand the cultural hurdles that will have to be passed in order to ensure a
successful M&A. The more domestic an M&A is, the less complicated the national culture is to
understand.
Culture is not just the national culture, but more importantly the business culture of each
individual industry/company. Due to this, the distinction between international and domestic
M&A, in terms of culture, should be very little. When considering an M&A, the focus should be
on internal company culture rather than international culture. International culture effects internal
company culture and should be considered, however the industry and individual company can
vary wildly in this. International M&A will have a more extensive cultural analysis than
MERGERS AND ACQUISITIONS 26
domestic because the variables change, but the end result should be finding out the internal
culture of the potential acquisition or merger.
Organizational Culture and Identity
An organizations culture can be strong or weak, flexible or in flexible, very different
from the industry norm or very similar. The point is that no two companies are alike in terms of
culture, much like no two people can agree on absolutely everything. Industries tend to have a
bias that influences company culture one way or another. A company in the banking sector could
be open and less formal, compared to its average, but it may not be as open and informal as a
tech sector company. Figure 3.1: Indicating the possible differences and similarities between
industries in terms of culture, shows the potential overlapping of cultures between industries.
While the graph is not based upon any hard data, it is designed to show that between industries
the organizational culture can be similar, even with seemingly opposite industries. What the
graph hypotheses, but cannot be put into a visual so easy is that this only one layer of 2 semi
related cultural paradigms. There are many different layers that may show a different graph, with
a different overlap. Even still, it only shows that as general idea, across nationalities. This
grouping may be in a different part of the graph depending on the country. For example, A
company in Indonesia will be more hierarchical than its Australian counterpart, (Jones, 2007).
Thus for Indonesia, this graph would be shifted more upwards than an Australian one. There may
even be more shifts in particular industries than in others depending on the country.
An Organizations culture is extremely important to the types of people that are involved
in it and the type of industry they are in. The openness and informal characteristic of tech
companies is often times quite important for gaining good developers and programmers as it
requires creativity. On the other hand, you have companies in the financial sector that may not be
MERGERS AND ACQUISITIONS 27
so open and informal because it isn’t about creativity. Understanding the industry is vital for
beginning to understand an individual companies culture within an industry.
Organizational culture isn’t always planned though, and may develop from a case of bad
management implementing poor policies overtime. An example of this is with Mamoré
Mineração e Metalurgia Inc (MMM), (Jordao, Souza, & Avelar, 2014). The group that owned the
company had given up on the company and assumed that it couldn’t grow much more. What
resulted was that the company grew into a very controlling culture that neglected necessary
consistent monitoring and control of its activities. These managerial choices resulted in the
company’s activities costing more money than would need to be. When FASA Participações
HIE
RA
RC
HC
IAL
INFORMAL
Hierarchical vs Informal Culture
Utilities
Consumer discretionary
Technology Industrials
Financial
Figure 2.1: Indicating the possible differences and similarities between industries in terms of culture, (S&P
Dow Jones Indices, 2016)
MERGERS AND ACQUISITIONS 28
Group (FPG), decided to buy MMM, this issue was addressed by the CEO by changing the
culture to match theirs and become more efficient, (Jordao, Souza, & Avelar, 2014). It took time
and effort, but eventually the business was made more profitable, long term. In this case, FPG
may have had an advantage in that the employees of MMM felt like they were on a sinking ship.
The balances of the company weren’t turning out well and likely budgets might have been
decreasing and thus putting more pressure on employees and managers to make things work. As
a result of these difficulties, when new ownership implements changes to make the company
more self-sustaining, it can be perceived as good for job security. This is evidenced by the fact
that “control culture implemented by the FPG CEO has given the employees a feeling of
integration.” (Jordao, Souza, & Avelar, 2014).
Some companies are not so easy to turn around though. Some cultures can be extremely
loyal, and thus their employees are very loyal. Later in this paper the case study of Volvo Groups
purchasing of Samsung Construction Equipment will be looked into. This case study brings out
an example of a company where employees are very loyal to their company. Samsung is a very
prestigious and highly sought after company to work for in South Korea. Due to this, Volvo
Group encountered issues when trying to keep to employees happy with the cultural and identity
changes that were going on, (Lee, Kim, & Park, 2014).
What can be changed to fix it?
Culture is incredibly complex and not exact. So many factors go into it that simply asking
people, “what is your culture?” will not tell you very much about the true culture. It takes
questionnaires and studies to give an idea of what qualities a culture has. Even then this isn’t
exact because every person/department/company/city/region is different. Reading a case study on
BMW and Rover will only tell you the cultures of those companies at that time. It doesn’t mean
MERGERS AND ACQUISITIONS 29
that all German or British companies will be that way, or that BMW will have the same
characteristics in its culture now or in 5 years. Culture is always changing in countries and in
industries, now more than ever thanks to an ever growing Globalization. Company languages are
changing, the speed at which they work, and the countries that they have operations in are
increasing. Because of this, understanding a company’s internal culture is becoming more
difficult and met on a case by case basis.
There is no fix to making M&As always successful, in fact for many M&As, the fix may
be not engaging in the M&A in the first place. That is the most difficult part about avoiding a
potentially dangerous M&A because it means ignoring the potential financial and market share
gains. This is also why M&As still happen regularly and still fail regularly. BMW and Rover is a
perfect example of this. They wanted to save money by buying 4wd technology and production
rather than developing it on their own for a much higher price. The result is that they lost market
share for this. A similar thing will be shown with Daimler-Chrysler in the case studies. A change
in the mentality and in the way leadership are compensated may be a potential fix to this. CEOs
that receive direct cash rewards for the completion of an M&A may choose quantity over quality
in terms of M&A. The short life spans of CEOs also mean they have less time to fiddle over
culture and may be more willing to take a shot at an M&A under the premise “something is
better than nothing”.
However, it is not all dark and gloomy in the world of M&A. While globalization has
made M&A’s more complex and wide spread. It has also begun to change things in terms of
corporate culture. Throughout this paper the idea of different cultures having difficulty
combining has been the major focus. While this is true, and still is very present when talking
about M&A statistically in today’s world. The future may be different. As globalization occurs,
MERGERS AND ACQUISITIONS 30
cultures become more and more intertwined and intermixed which blurs the division between
them. Thus, the stark differences in cultures has and is becoming less and less, and thus making
integrations easier. The focus is turning away from national cultures and moving more into
working culture, (Barber, 1992). National cultures are becoming more marginalized which is
allowing for organizational cultures to become more similar. As this expands it will make the
M&A process easier.
Chapter 3: Case studies
Three M&A’s: The Good, The Bad, and The Ugly
In this section, three case studies will be looked at and analysed within the context of this
paper. The first will be between Volvo Group and Samsung construction equipment. This case
will represent a successful cross-border acquisition where Volvo attempted to improve its
products by buying a competitor. The next will be Between Compaq and Digital Equipment
Corporation. This case shows an example of a domestic case where culture clashes aided in the
downfall of Compaq. The final case study will be between Chrysler and Daimler. This case will
analysis how 2 major auto manufactures attempted to merge to widen their market share.
All three cases are meant to show the mentalities going into these M&As. All of them had
good intentions, but the cultural clashes proved to be too much for the companies to manage the
transition. More importantly though, what was done right and wrong will show that due diligence
in ensuring that culture could be meshed or changed of the merging/acquired companies was
either detrimental, or beneficial for the companies. In Daimler-Chrysler’s case, sales were
improved, but other forces prevented the success of it.
MERGERS AND ACQUISITIONS 31
The Good: Volvo and Samsung
Volvo is a Swedish company that is famous for selling upper end cars to compete with the
likes of BMW and Mercedes. However, this is not the biggest industry for them, in fact Volvo
Group sold off its passenger car business to put more focus into commercial vehicles, like Volvo
Construction Equipment (VCE). Demand for commercial vehicles was going up in the mid
1990’s and Volvo needed a change. While they could compete with the likes of Brunswick, Cat,
and CNH, (Volvo Group, 2011), they lacked the quality in order to excel in the market, (Lee,
Kim, & Park, 2014, p. 586). In particular, it was problems with their excavators in that they were
too heavy and slow while also being more expensive than the competition. The answer that
Volvo came up with to solve their issue was to buy by Samsung Construction Equipment (SCE),
a company under the Samsung group. They had superior excavating equipment and would
provide a strong platform to grab market share quickly. Samsung was opposed at first, but thanks
the Asian financial crises and resulting restructuring at Samsung Group, a deal was made. July
1st, 1998 was when the agreement took effect for a total of $572 million.
Changes and immediate effects
The greatest cause of conflict was as a result of a new Human Resource Management
(HRM) policy, (Lee, Kim, & Park, 2014, p. 586). This policy changed the way that Samsung
Heavy Industry (SHI) was structured. It removed much of the hierarchical structure and made it
far more flat. Instead of having 10 different titles indicating seniority and hierarchical status, the
new HRM policy meant only 3, (Lee, Kim, & Park, 2014, p. 586). While this was designed to
have employees focus more on their job and less on their title, it meant that many former
managers were no longer managers. Going along with this was that pay and promotion was
linked to seniority with no individual negotiations. This was seen as ineffective by VCE and
MERGERS AND ACQUISITIONS 32
changed so that promotion and pay were linked to performance. The introduction of bonuses was
implemented that were also linked to performance and to further incentivise employees focus on
their job and less on their title. Due to this flattening, many former managers were no longer
managers, (Lee, Kim, & Park, 2014, p. 587). They lost their seniority and non-performance
based pay. Some were very unhappy this and became disillusioned to the new owners.
Furthermore, in SHI the community was more important than the individual, while this was still
emphasized in VCE, it wasn’t in the same way. Employees were required to identify themselves
with their position rather than their group, as they were used to.
SHI had a career development program that provided in-house trainings that were lost
after the acquisition and caused employees to feel they were being exploited, (Lee, Kim, & Park,
2014, p. 586). Along the same lines, Samsung is quite a prestigious company to work for in
South Korea, after the acquisition, employees felt less connected to Volvo and loyalty decreased,
(Lee, Kim, & Park, 2014, p. 587). Some Korean interviews from the study stated that “Now, we
are working here only to make money.” (Lee, Kim, & Park, 2014, p. 587), in reference to the
acquisition. Employees felt less valued because of the lack of employee benefits, and in turn
made them less loyal.
The power distance was reduced as VCE took over. Employees were able to freely
communicate with executives where in SHI that was not allowed. The work environment became
less formal and needless formalities were reduced. A worker’s union was allowed to be created
by the employees that previously had been forbidden by Samsung, (Lee, Kim, & Park, 2014, pp.
586-587). In addition to this, extra “fluff” was eliminated that was a part of SHI and South
Korean Culture as a whole, (The Economist, 2015). In South Korean culture the idea of always
appearing busy was quite important at least at this time. So often times employees would do
MERGERS AND ACQUISITIONS 33
“busy work” that had no real purpose, but made them look busy. Furthermore, there were some
responsibilities that were apart of day to day operations, but no one was strictly responsible for.
These previously were done by whoever got their work done first. After VCE took over
employees weren’t required to stay after their work was finished. This eventually meant that
these small jobs weren’t being finished. This would represent an unforeseeable side-effect of the
change in culture. While minor, it represents many more things that would be near impossible to
see without running an extensive analysis on the inner workings of the company.
Korea Sales Company (KSC) was part of SHI and handled all of the sales and marketing
for both international and domestic markets, (Lee, Kim, & Park, 2014, p. 587). After the
acquisition they were delegated to just the Korean market. This was met with a lot of hostility
from KSC employees who were now on performance based pay, but also was not allowed access
to international markets. This coupled with the loss of corporate identity and perceived less value
in the company made them the most critical segment of SHI to the acquisition. Even given all of
this, the employees didn’t slow down and attitudes didn’t change in a noticeable way, (Lee, Kim,
& Park, 2014, p. 587).
In addition to all of this, VCE also felt that SHI was too slow paced for the international
market. Pressure was put on SHI employees to pick up the pace and speed up their work
processes, (Lee, Kim, & Park, 2014, p. 587). While on the other hand SHI employees felt the
opposite, that the work that VCE was demanding was too fast paced. However, with other
changes in the HRM policy, it helped make this faster pace feasible.
End Results of the changes
Much of the changes that VCE proposed were based around the idea of making SHI more
competitive both domestically, but also internationally. Many of their changes like that of “fluff
MERGERS AND ACQUISITIONS 34
work” and performance based pay were actually implemented by other Korean Companies and
even Samsung shortly after the acquisition, (The Economist, 2015). This was evident to some of
the interviewees that didn’t work for SHI before the merger. They found the change to be helpful
when compared to Samsung’s former corporate culture, (Lee, Kim, & Park, 2014, p. 588). The
idea being that Samsung’s corporate culture was too complicated and the new one that was
implemented by the HRM fixed much of this. At the same time these employees also realised
that what VCE wanted to do was quite strange for Korean culture.
The new Korean recruits that were hired after the acquisition tended to be neutral to the
organizational culture. Without prior experience in SHI, they didn’t have the same organizational
culture standards that were prevalent with the SHI employees. There were high levels of
resistance towards the proposed changes by SHI employees, even to the point that the new
recruits were recommended, by SHI employees, to quit a find a job elsewhere. This was the
attitude immediately after the acquisition.
VCEK (Volvo Construction Equipment Korea) from 1999 to 2011 showed a total revenue
gain of 7 times, (Lee, Kim, & Park, 2014, p. 588). Despite the heavy resistance at the time of the
acquisition, there was little disapproval in 2011. Many employees were happy about the success
and changes in the end. Much of this was as a result in changes in the way that the company was
being structured. In the beginning a Volvo executive was sent to Korea to run SHI, this was met
with criticism from SHI employees. In 2009 an internal manager was promoted to be CEO of
VCEK, (Lee, Kim, & Park, 2014). Heavy investment along with a restructuring of the
departments led to a more sensible organizational structure. All of the demands by the union
were met including the continuation of “Hobongje” which is a seniority based pay, (Lee, Kim, &
MERGERS AND ACQUISITIONS 35
Park, 2014). After the new Korean CEO was instituted VCEK was left more autonomous and
allowed to work independently as long as profits were created.
Attitudes changed over time as some of the benefits that SHI had were overshadowed by
the benefits they have at VCEK. One of these was the elimination of career development
programs, this was frowned upon by employees. However, it fixed itself for most employees
because they found they had more time for themselves under VCEK than under SHI and so could
learn new skills on their own, (Lee, Kim, & Park, 2014, p. 589). The same attitude change cannot
be said for all of the new employees at VCEK. Many found that Volvo allowed the company to
work independently and thus allowed employees to do as they want rather than become more a
part of the Volvo culture. Where other companies may heavily force their corporate culture on to
an acquired company, Volvo didn’t, (Lee, Kim, & Park, 2014). The problem with this that the
two companies are not as interconnected. VCEK acts as a Korean company that is giving its
profits to Volvo, instead of a part of Volvo. There is a definite disconnect in the cultures and the
distance (not just geographically) between the parent company and subsidiary.
Conclusion of the Case study
VCE managed to buy SHI from Samsung which was unprecedented at the time. They
also managed to beat the odds and didn’t end up having a failed acquisition. Volvo profited
heavily off of the acquisition and managed to set themselves up for continued competitiveness
over the foreseeable future. They were facing a crisis in their company because their products
were no longer effective, they had to change and did so by buying the solution. The cultures were
quite different from each other, not only in organizational culture, but also in national cultures.
This meant a deep divide between the cultures and lots of resistance to any changes. Volvo’s
eventual answer to this resistance was to come to compromise. Some changes would come into
MERGERS AND ACQUISITIONS 36
effect like structure changes, work hours, and giving up career development programs. Some
things were left as they were like with sonority based pay, and appointing a Korean CEO. The
result of this is that many changes to make VCEK more in line with VCE were slowed down.
Both companies work well, but they are not of one homogenous organizational culture.
The Bad: Chrysler and Daimler
In M&As, mergers are quite rare. Most companies aren’t looking to merge and lose some
of their identity. Two companies must come to a consensus that they want to combine to improve
both of their companies. This case, between Chrysler and Daimler, is an example of a merger.
These two companies came together to solve some of their individual issues in the hope that it
would produce good enough synergies to compete with the likes of Volkswagen, General Motors,
and Toyota.
One of the purposes of this paper was to investigate why M&As fail, part of that reason
can be summed up when we look into the reason why two companies decided to merge. For
Daimler-Benz and Chrysler, it was that core parts of the companies would mesh and complement
each other. Complimenting supplier networks and brand portfolios shows a potential for a large
uptick in the combined market share, (Deresky, 2008). Regulations in the U.S. and regulations in
the EU meant that a merger may be the best ways for both companies to continue taking market
share in each other’s countries/regions. They had supply chains and value chains that could be
combined and streamlined that would allow both to benefit in all their markets.
Being that the end of the Cold War was somewhat recent, Chrysler saw an opportunity to
capitalize on Daimlers supply chains and dealers to enter and expand into the post-Soviet Union
countries, (Deresky, 2008, p. 328). Getting involved into these countries soon could allow them
to build up a customer base as these economies built up.
MERGERS AND ACQUISITIONS 37
Daimler-Benz
Daimler-Benz is a luxury car manufacture that has a near cult following all around the
world. They had positioned themselves to be the primo of luxury automakers. Many people grew
up and saw a Mercedes Benz as the ultimate sign of success. Despite this position, Daimler-Benz
was struggling with having a narrow market segment. Mercedes is and was a luxury car and thus
had a high sticker price. Not many people could afford it. This means a small market share for
Mercedes. They could offer cheaper cars, but this would likely lower the value of the brand and
make it less luxury. On the other hand, they could create a separate company that would produce
cheaper cars under a different name, but this would take many years before any sort of gain
could be found. Therefore, the next best option was an M&A.
Before the Merger in 1997, Daimler-Benz was earning about $71.293 billion, (Daimler-
Benz, 1998, p. 68; Marcuse, 2005). They had a profit of $4.6 billion, (Daimler-Benz, 1998, p. 68;
Marcuse, 2005) and were doing quite well in their market segment. At this point Fortune had
rated Daimler-Benz as number 17 on the Global 500 ranking in 1998. Typically companies in the
European Union were discouraged from mergers by regulatory agiencies, (Deresky, 2008).
Foreign Direct Investment barriers were in place to reduce EU companies from sending money
outside the EU. However, Daimler-Benz is the one that approached Chrysler for the deal.
Differences in cultures
As the merger went into effect, many changes were done in order to mesh the two
companies together. The first was creating one headquarters in Stuttgart, Germany. This resulted
in many Chrysler executives being moved to Germany to work. This created a lot of resentment
from these workers as they had to uproot their families, homes, and way of life for the merger,
(Deresky, 2008, p. 329). Further these same workers were not on equal terms with their German
MERGERS AND ACQUISITIONS 38
counterparts and further resentment came from the dominance that they had in the work place.
This is despite the fact that during negotiations, both sides agreed that this was a “merger of
equals”, (Badrtalei & Bates, 2007). To make matters worse, there were language issues prevalent
also that made assimilation difficult. However, it wasn’t all on the side of the Americans as the
Germans were disapproving of the much higher salaries that the American executives had,
(Deresky, 2008, p. 329).
These issues led to many disagreements and shakeups on how things should be ran. A
joint vision was difficult to build when the German counterparts had a dominance over the
Americans. This lead to issues all the way down the chain that created mix-ups in production,
branding, and strategies, (Deresky, 2008, p. 329). This presented many issues to actually get the
two companies to create synergies and most of it came down to cross cultural issues.
Organization wise, the problems were just as big, if not bigger. The CEO of Chrysler,
Bob Eaton, made around $4.6 million plus $5.2m in stock options. In contrast, Jurgen Schrempp,
the chairman of Daimler-Benz received $1.5-2 million, (Badrtalei & Bates, 2007, p. 309). This is
a big contrast and was prevalent to more than just the CEO of the company. Thus causing
multiple conflicts that needed to be resolved. In addition, while a seemingly minor issue,
business travel became a big issue and resulted in a six months’ conflict to resolve. Daimler-
Benz employees always flew first-class in keeping with their image. However, at Chrysler only
top officers were allowed this privilege.
Daimler-Benz was a hierarchical and formal company that valued a structured decision
making process with a suit and tie dress code, (Badrtalei & Bates, 2007, p. 309). The same
cannot be said for Chrysler that instead valued a casual working atmosphere with very little
barriers between teams. Teams were encouraged to work together to solve issues and discuss
MERGERS AND ACQUISITIONS 39
fixes, (Badrtalei & Bates, 2007, p. 309). Decisions in Daimler was made by the top of the
hierarchy and then they were fixed. The proper channels had to be used for a decision to be
made. Therefore, lower managers had little power to change anything. With Chrysler, big
decisions were handled by top management and smaller decisions were handled more by lower
managers. Changes could be implemented without executive approval in many cases, (Badrtalei
& Bates, 2007).
Changes and effects
The resulting changes to organization hinted at a more Mercedes dominance rather than
an equal partnership. The chairman of the new Daimler-Chrysler, Jergen Schrempp, reduced the
leadership of the company by eliminating several senior executives, (Badrtalei & Bates, 2007, p.
310). These executives tended to be ones that threatened Schrempps dominance like that of
Thomas Stallkamp who was managing the integration and was widely respected by the Chrysler
team. The board was reduced to 13 from 17, which resulted in only 5 Americans and 8 Germans,
furthering the dominance Daimler was trying to achieve in the merger, (Badrtalei & Bates, 2007,
p. 310). After the first year, just a third of the Chrysler executives were still apart of Daimler-
Chrysler. After Thomas Stallkamp was fired, James Holden was promoted to President of
Chrysler and only made it 13 months before being fired. This was after a loss was reported in the
third quarter of 2000, (The Economist, 2000). This went counter to Schrempp’s claims that there
would be a recover in the fourth quarter. Schrempp stated that the firing was due to cultural
differences rather than financial performance, (Badrtalei & Bates, 2007, p. 311). After this many
executives left the company that were a part of the design departments. The new lead for
Chrysler was Dieter Zetsche who was a Daimler executive. Most of the top executives from
Chrysler by this point had been fired or quit, now the Chrysler division was ran by a Daimler
MERGERS AND ACQUISITIONS 40
executive and DaimlerChrysler was mostly led by Daimler executives, (Badrtalei & Bates,
2007).
There was a disconnect on what the future was for DaimlerChrysler. Schrempp wanted to
focus on emerging markets and put less effort into the European and U.S. markets, (Badrtalei &
Bates, 2007, p. 310). The idea was to focus on smaller and more affordable cars that would be
more successful than the large sedans that Chrysler produced or the large and expensive sedans
from Daimler. Bob Eaton, former chairman of Chrysler, disagreed with this approach. However,
his voice wasn’t large enough to change Schrempp’s mind and so in early 2000, DaimlerChrysler
bought 34% of Mitsubishi and 10% of Hyundai. With this idea, the Chrysler 300 project was
halted. This line of thinking changed Chrysler’s competitive advantage they had in the market by
bringing cars quickly into the market, (Badrtalei & Bates, 2007, p. 311).
After the shake ups in management for the first couple of years, DaimlerChrysler finally
started to show signs of becoming one company. When the 300 sedan project was brought back
into development it was designed using a large amount of Mercedes components. The same with
other cars in Chryslers portfolio, (Badrtalei & Bates, 2007, p. 312). By 2004 the company was
finally making a profit again, this was after 6 factories, and 26,000 jobs were eliminated,
(Badrtalei & Bates, 2007, p. 311).
To Chrysler, they felt they couldn’t have completed the 300 sedan project without
Daimler and thus the merger was at least helpful. However, the feeling wasn’t mutual. Daimler
suffered a brain drain after much of their leadership was focusing their attention of Chrysler,
(Badrtalei & Bates, 2007, p. 312). This drain hurt Daimler as much of the best leadership focused
too much on fixing Chrysler and let Daimler suffer because of it. When asked if Daimler would
do the merger again, they would not, (Badrtalei & Bates, 2007, p. 312)
MERGERS AND ACQUISITIONS 41
Despite the comeback of the Chrysler division in the mid 2000’s, by middle of 2007,
Chrysler was sold off to Cerberus Capital Management for only $7.4 billion, (Mateja, 2007).
This is just a fraction of the $36 billion it took for Daimler-Benz to merge with Chrysler in the
beginning.
Conclusion of DaimlerChrysler case study
This merger was hailed as being great by many automotive experts at the time. However,
it ended in failure. The major reason was because different corporate values and cultures, and a
lack of a true “merger of equals”. It quickly seemed to be a Daimler-Benz acquisition rather than
a Merger and this dominance that Daimler leadership had over Chrysler leadership led to a lack
of trust. Chairman Schrempp’s purging of those that threatened his power pushed others in
Chrysler to leave. Instead of being able to use the benefits of Chrysler’s leadership (Fast and
efficient) to improve Mercedes, and using Mercedes engineering and preciseness to improve
Chrysler, it ended up being just Mercedes technology that went to Chrysler and very little going
back.
The Ugly: Compaq and Digital Equipment Corporation
The second case study will be about Compaq and Digital Equipment Corporation (DEC).
This case will also include important information about what led up to the eventual M&A
between Compaq and DEC and the result of it and why it put Compaq in the position they ended
up in. This was a domestic M&A in that it was between 2 U.S. companies in the U.S. in the late
1990’s. This was only a few years before the dotcom bubble popped, thus the atmosphere around
the tech world seem to be endlessly expanding and growing. Start-ups were popping up
everywhere and there was a lot of optimism in the industry. Thus, more competition was being
MERGERS AND ACQUISITIONS 42
introduced into the market and so larger and older companies were trying to do what they could
to stay up and relevant.
Compaq
Before 1997, Compaq was a consumer level computer manufacture. They provided
laptops and desktops to the consumer market for the most part at the time. They were very good
at it also, at this point they were the largest personal computer maker in the world. They were a
young computer brand that was started in only 1982, (rasekaren & Ch, 1997), which if compared
to other industry giants at the time, IBM (1911, (IBM, n.d.)), and DEC (1957, (Computer History
Museum, n.d.)), they were quite young. But at this point, they had focused on a different segment
of the market. While most bigger companies focused on the more profitable B2B computer and
software sales, Compaq was focusing on the B2C market. It is an easier market to get into and
sell in volumes, although, with a smaller profit margin. However, they had planned to change
this with the acquisition on Tandem Computers.
Tandem Computers was a company that specialized with B2B sales. They were
prominent in banks, telecommunication companies and other sectors that focused extremely high
reliability, (Funding Universe, n.d.). Towards the mid 1990’s they started to struggle, and this
gave Compaq a chance. In June of 1997 Compaq announced that it would buy Tandem
Computers for three billion dollars in stock, (rasekaren & Ch, 1997). Tandem was a relatively
new company, like Compaq, and was started by industry experienced engineers, much like
Compaq, (Dykman, Davis, & Lamb, 2013). The purchase of Tandem, and later DEC, was to gain
market share and to compete better with the likes of Hewlett-Packard (HP) and IBM. Tandem
computers proved to be a relatively smooth merger, the cultures were quite similar in that both
Tandem and Compaq had faster paced and more entrepreneurial style of organization culture,
MERGERS AND ACQUISITIONS 43
(Dykman, Davis, & Lamb, 2013). Compaq had 2 previous acquisitions for Tandem, they were
not new to the process of M&A.
Digital Equipment Corporation
DEC was founded back in 1957 by two MIT graduates. They made great strides in the
first 25 years of its existence. They made large, room sized, mainframe computers into
refrigerator computers, (Funding Universe, n.d.). They created the idea of OEM which meant
they could build the computers for software that was made by other companies. For the first 7
years of their existence they had no real organizational structure. After this they moved into a
matrix style management structure that worked very well for the products that they were
producing. This was until they tried to enter into the personal computer market in the early 80’s.
Internal competition formed during the building of the PC and DEC began to lag behind. The
consensus that was required for a product led to slow development. Despite this, they had many
products, too many for their sales and service to manage all the markets and segments, (Funding
Universe, n.d.). Instead of finding a market and targeting for that market, product developers
were designing and building whatever products they wanted. This resulted in a leadership that
looked confused on where the company was going. Which led to a restructuring of the company,
shifting product development away from the product managers and more into a unified direction.
This change led to a huge boom in profits and the possibility of DEC over taking IBM at the top
spot towards the end of the 80’s. This, however, didn’t happen. There was still far too much
confusion in management and constant restructuring wasn’t helping. The direction of the
company was facing backwards, towards outdated mainframes, a market that was quickly
dwindling, (Computer History Museum, n.d.). By the late 1990’s DEC was shell of its former
MERGERS AND ACQUISITIONS 44
self. Too many failed and slow to completion projects left the company struggling, (Computer
History Museum, n.d.).
Cultural Clashes
Compaq was a fast paced, quick to market company. Their product cycles were short and
development had to happen quickly, which was in line with the consumer side focus. DEC was
less so, they were used to long, drawn out product cycles that focused on selling to and
supporting business for years on a single product. In addition to this, DEC had management
problems of its own. Lack of organization and effective management meant that their products
and regions were scattered and lacked focus, (Dykman, Davis, & Lamb, 2013). This, while
seeming like a problem, could also be seen as an opportunity. DEC was struggling because it was
too slow and cumbersome. Compaq was succeeding because it was fast and agile. By acquiring
DEC, Compaq could turn incorporate DEC into the business level side of their company and
gradually speed it up so that the company could better compete with the rivals.
The problem with this opportunity was that it takes time to full integrate, and like what
Volvo did, the pushing of a very different culture onto people may not fully work in the short or
midterm. The major issue that slowed the integration of DEC into Compaq was the lack of
identity. Compaq had acquired Tandem computers less than a year before acquiring DEC. Even
though Tandem employees fit with Compaq employees fairly well, there was still a disconnect
that needed to be resolved. Then DEC is added to this culture adding even more employees with
a bigger cultural disconnect. The result is that DEC and Tandem employees felt that they had
been absorbed by Compaq, (Dykman, Davis, & Lamb, 2013). The resulting negative emotions
from this went unresolved for too long under Compaq leadership.
MERGERS AND ACQUISITIONS 45
Compaq had a higher power-distance in its culture and thus most things were delegated
downwards. In DEC, this wasn’t the case, typically before a decision was made managers would
consult with those under them in order to ensure it works and they are happy with it. This led to
clashes between managers and sometimes outright ignoring of decisions, (Dykman, Davis, &
Lamb, 2013, p. 32). Very little coordination was done within Compaq’s company after the
acquisitions. DEC, Tandem, and Compaq all acted and operated as separate companies under the
same name. Processes were duplicated across the three companies and inefficiencies ran
rampant. One of Compaq’s biggest reasons for purchasing DEC was contract services businesses
that provided support to the various customers of DEC, (Dykman, Davis, & Lamb, 2013, p. 32).
The problem was that Compaq didn’t understand how this business worked and when trying to
consolidate the company to remove inefficiencies, it ran into issues because each market segment
and area came with individualized support and knowledge that couldn’t easily be replicated in
the way they wanted to, (Dykman, Davis, & Lamb, 2013).
Despite the fact that this M&A is classified as a domestic acquisition, as mentioned
earlier in the article: “The international experience in domestic mergers – Are purely domestic
M&A a myth?” (Reynolds & Teerikangas, 2016), DEC, Compaq and Tandem Computers were
all operating internationally. Thus, not only did Compaq have to deal the domestic issues of
combining the companies, but also the international difficulties. It is cases like this that make the
realisation that as the world becomes more globalized, and the barriers to trade that exist between
countries lower, purely domestic M&A may be a thing of the past, especially in large companies.
The results and conclusion of the case study
The results for Compaq from the acquisition of DEC and before that Tandem Computers
was not beneficial. From 1997 to 2001 they struggled to synergize the three companies into one.
MERGERS AND ACQUISITIONS 46
Compaq wasn’t willing to carefully analyse the culture differences and put effort into combining
them. In fact, Jeff Clark, who was DEC’s leader of integration, observed that Compaq had no
road maps for the products that now fell under Compaq’s company, organizational structures
were always in flux and accountability was not present for the company after the DEC
acquisition, (Dykman, Davis, & Lamb, 2013, p. 32). Compaq seemed more interested in the
possible financial and market synergies than anything else. The opportunity to buy an established
enterprise level market segment was the most important. The management required to bring
these synergies to fruition was not considered enough to make the M&A successful.
The result of this left Compaq too slow to keep up with the market place and they began
to lose market share. Dell managed to speed past them and it opened up the possibility of
Compaq themselves to be bought. In 2001 HP bought Compaq with the same hopes that Compaq
had with DEC. HP managed to turn Compaq around and in fact became more or a merger, rather
than acquisition. Compaq gave HP an enterprise level computer business, and Compaq gave HP
its fast paced and competitive sales force, (Wright, 2011). Compaq was perhaps too rigid in order
to easily allow different cultures into HP. At the same time, HP was likely soft enough to allow
Compaq to engrain itself into the company.
The Result of These Three Studies and Implications on Future M&As
Volvo (VCE) had one thing that DaimlerChrysler, and Compaq didn’t have, and that was
an easier adapting culture. They initially started off directing policies but eventually noticed that
there was too much resistance to the changes. The differences not only between Samsung Heavy
Industry’s (SHI’s) culture but also South Koreas business culture was too great to push a
radically different culture on them. This was noticed and dealt with by VCE by allowing some
cultural aspects to stay, while requiring others. This may not be optimal since it separates the
MERGERS AND ACQUISITIONS 47
organization instead of it being one homogenous company, but it allows the M&A to be
successful. It is possible with time that VCE can push more of its culture onto SHI to make it a
complete and mostly uniform company. This rigid culture was present in both the other cases,
with Daimler in the DaimlerChrysler case, and with Compaq in the Compaq, DEC case. Daimler
had a controlling culture that pushed Chrysler management out and in turn lost the synergies that
the companies had merged for. Compaq was too demanding and uninterested in changing its
culture to meet DEC half way.
An important note though is that how flexible an organizations culture tends to be, may
have a link to the success or failure of an M&A. At least with these case studies there seems to
be some link into the flexibility of the acquiring company and that of the company being
acquired. This can be seen with Compaq who wasn’t very flexible in its post-acquisition
integration and thus had problems getting DEC to integrate. However, HP was softer and allowed
Compaq to not only integrate, but to strengthen some of the weaker parts of HP’s culture. This
indicates that the biggest issue when coming into a M&A may not be the culture of the company
being acquired, but instead the acquirer. Flexible cultures tend to be more accepting to an
acquisition on the acquirer side.
Conclusion
This paper was never intended to come out as a solving of the problems with M&A.
There are far too many variables to fully and truly understand why any and every failed M&A
failed and why the ones that succeeded managed to succeed. What the intention was for this
paper was to understand many of the different aspects that go into national and organizational
culture. Further, to understand how these two items alone influence each other. Beyond that is
M&A and how mergers and acquisitions differ from each other. Combining M&A with the
MERGERS AND ACQUISITIONS 48
effects of national and organizational culture is a quite complicated process due to the amount of
variables that go into culture. Because of this, the true success to an M&A relies in due diligence
on the part of executives of the acquiring company, or by both companies in a merger. Even still,
an M&A may fail to add value because of other factors not accounted, some could even be
external. However, in the many cases brought up throughout the paper and the 3 main case
studies in Chapter 3, culture was one of the main factors in the failures.
When looking at the three case studies the main issue that plagued them all was differing
cultures. Some more than others, however the case that seemed the least likely to combine, (VCE
and SHI), ended up succeeding in the end. Whereas with DaimlerChrysler the main issue seemed
to stem from an overly dominant Daimler leadership that eventually took over the leadership in
both companies. In Compaq and DEC the main issue stemmed from ineffective and unplanned
leadership on Compaq’s part, and DEC’s confusing and slower paced culture. Some themes
could be seen between these three companies. VCE was willing to give up some ground in order
to make SHI employee’s happy. Whereas Daimler was overly strong, and Chrysler was weaker,
leading to it seeming more like an acquisition rather than a merger. With Compaq, they acquired
too much too fast and was bull headed in terms of culture and leadership. This meant that they
were less compromising than VCE, and DEC employees wouldn’t put up with it. Leading to little
synergies and a heavy amount of inefficiencies in the company.
While purely speculation, it is possible that if Daimler leadership was more flexible to
Chrysler, and Chrysler leadership was stronger, that DaimlerChrysler would have been able to
combine the expected synergies and truly add value to both companies. The same may not be
said for Compaq and DEC. While a rigid and hierarchal organizational structure did plague
Compaq, the amount of large M&A that they did in the short amount of time that they did it may
MERGERS AND ACQUISITIONS 49
have proved to be too much for them to handle. To many people in the company possess to many
different cultures to combine them the way they wanted to. Likely though, a more thorough plan
for post-acquisition integration would have helped Compaq from eventually being bought by HP.
Despite the number of case studies given in the paper, it still does not cover enough to
say what will work or that any of the speculations made would even matter in real world
applications. Between these three case studies, and numerous smaller ones throughout the paper,
the pitfalls for each was different, thus the remedies for these M&A will likely always be
different for every failed M&A to some degree.
The limitations to this paper will come mostly from the fact that all of the case studies
came from different authors with their own biases. None of the data collected in the case studies
were collected by the author and further the interpretations of the data can be biased. Hofstede’s
dimensions have their own limitations also which many studies like that from Linda M. ORR and
William J. Hauser in their “A Re-Inquiry of Hofstede’s Cultural Dimensions: A Call for 21st
Century Cross-Cultural Research”, (2008). Further since culture is a not an exact science, some
of the ideas expressed in the paper may not apply to every culture and situation. Humans are far
too varied and complex to make accurate generalizations about the culture of a group or people.
MERGERS AND ACQUISITIONS 50
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