Mergers & strategic alliances

Things will now be different for you if you eat chocolate…

Published on: 22 Mar 2014

Sometimes it’s the simple ideas in business that work.

24 years ago in April 1990, the retailer Poundland was set up. On the face of it their approach was pretty simple – all the items in their shops would retail at £1 (hence the name “Poundland”).

tobleroneThey now have over 500 stores and sell 3,000 different products which all retail at £1.

They have been incredibly successful and the company has just been floated on the London Stock Exchange with a value of £750 million.

Whilst the concept of everything in the shop being on sale for £1 has advantages such as creating a “value image” which has been successful in the recent economic downturn, there are clear challenges when it comes to what £1 can buy today compared to 24 years ago and importantly what £1 will be able to buy in 24 years time.

Looking at the 4Ps model then it’s clear that the Price has to remain at £1, Promotion is minimal with word of mouth being the preferred method and Place needs to be in the right location as people will not travel a long distance to buy something for £1.

That leaves Product.

People are attracted to Poundland because it sells recognised brands at a discount price so they can’t really switch to unknown brands. They have however identified an approach to maintaining their margins on well known products including the chocolate bar, the Toblerone (the chocolate bar with the hidden logo shown here).

Poundland have agreed with Kraft that a smaller Toblerone is produced. It is only slightly smaller than the standard bar – about one triangle shorter.

Importantly though, by reducing the size of the bar it enables the price to be held at £1.

It’s not just at Poundland where chocolate bars have been changing.

The chocolate industry as a whole is currently facing a number of challenges with Cocoa prices being very high.

So what do chocolate manufacturers do? Do they increase the prices to keep their margins or do they amend the product?

Well it seems that both Nestlé and Cadbury have been quietly shrinking the size of some of their chocolate bars on the market whilst at the same time pushing up some of their prices to maintain their profit margins.

A couple of years ago, some chunks of Cadbury’s famous Dairy Milk Bar were removed and the bar was reduced in size from 140g to 120g

Now whilst on the face of it some consumers may feel a bit cheated by this move it could arguably prove beneficial for waistlines.

Interestingly as well, will we see Poundland stocking a one chunk £1 Toblerone in a few years time?

24% of you may have to do things differently…

Published on: 04 Aug 2013

According to our IT guys, over the last 3 months 24% of you that visited our website used the Mozilla Firefox web browser.

The other main browsers used were Internet Explorer, Google Chrome and Apple Safari.

Personally I use the Firefox browser and am very happy with it (well, to be honest as happy with an internet browser as any normal person should be…)

However, things may be changing and there probably are some very worried people at Firefox.

Whilst nothing public has been said I’m sure the senior guys at Firefox are scratching their heads trying to find a solution to a potentially massive problem.

The problem isn’t because their browser is weak. In fact, far from it as apparently a lot of IT specialists love the Firefox browser due to its various add-ons.

No, the problem lies in the fact that it’s a single product company and there’s currently a move away from computers to Smartphones. In terms of the product lifecycle the Firefox product is arguably at the maturity stage and heading towards the decline.

In the UK the number of Smartphones now being sold is greater than the number of computers. Today’s average Smartphone is now more powerful than the typical computer found on your desk only a few years ago.

So, why is this switch to using Smartphones to access the internet a problem for Firefox?

Well, last week’s announcement by Nokia of their new Lumia 800 and the Lumia 710 Smartphones showed that they have dropped their own operating systems and will be using Microsoft’s new Windows Phone 7.5 system.

This system will use the mobile version of Internet Explorer to access web pages on the move.

The other browser big boys already have their Smartphone relationships. Google’s Android system is on HTC and Samsung phones whilst Apple iPhones use the safari browser.

So, in terms of Smartphone romances there are:

HTC/Samsung + Android (Google Chrome)

Apple iPhone + Safari

Nokia + Microsoft (internet explorer)

Unfortunately for Firefox that leaves them desperately looking for the Smartphone love of their life and there aren’t too many potential partners out there looking for a date…

Just how many mines are there in London and Toronto?

Published on: 09 Feb 2011

It’s Valentine’s Day next Monday and love appears to be in the air as far as stock exchanges are concerned.

Last year, the Australian and Singaporean stock exchanges announced plans to merge.

Earlier today the London Stock Exchange and Toronto Stock Exchange announced that they had formally agreed to merge and Deutsche Borse and NYSE Euronext, two of the world’s largest stock exchange operators, have now just disclosed that they are in “advanced merger discussions”.

Wow – it’s all happening on the exchanges.

If you look at the transatlantic merger between the London and Toronto exchanges then the merger has been valued at an impressive £5.5 billion.

It has been presented very much as a “merger of equals” and not a takeover (although the London Stock Exchange shareholders will get 55% of the newly created entity).

The new entity will have its headquarters in both London and Toronto and whilst some people may say that having two headquarters is a bit of a “cop out”, it does avoid the accusation that one organisation has taken over the other.

There will of course be an interesting internal discussion about where THE boardroom will be located. The more likely situation though is that they will have two boardrooms, one in London and one in Toronto.

Either way the new enlarged entity will certainly become a dominant player. It will have over 6,700 listings and will become the largest exchange in terms of companies traded with an aggregate market capitalisation of approximately £3.7 trillion.

Mining companies will also no doubt be interested as the Toronto exchange claims to be the world’s leading resources market and approximately a third of the companies in the FTSE 100 Index (the 100 largest companies on the London Stock Exchange) are from the mining and energy sectors.

The proposed benefits of the merger include anticipated annual savings of £35 million by the second year of the merger.

Whether they could save more by only having the one boardroom table is a separate discussion point.

Are we about to see Nokiasoft or Microkia phones?

Published on: 04 Feb 2011

I used to have a Nokia phone. It had a good battery and made great calls.

Then smartphones came along and I progressed onto an Apple iPhone. It looked super slick and did a lot of things.

Alas, problems with the battery and a slow processor meant that I fell out of love with it and recently decided to replace it.

I briefly looked at the Nokia phones and in particular their flagship phone the N8. The reviews were pretty bad and instead I decided on the Desire HD phone from  HTC.

Now my phone history isn’t the most scintillating of reads but what I found interesting was that Nokia appear to have gone from having arguably the top phones to really having not a lot to offer in today’s Smartphone market.

The challenges faced by Stephen Elop, the new CEO of Nokia have been blogged elsewhere but it seems that the anticipated success of their great hope, the N8 hasn’t materialised.

Nokia’s first quarterly results since Mr Elop joined have just been released.

Whilst their figures are growing with Smartphone sales of 28.3 million units (compared to 20.8 million units for the corresponding quarter in the previous year), their share of the Smartphone market has fallen to 31% (vs. 40% in the 2009 equivalent quarter).

On 11 February there is an investor meeting where Nokia will outline their new strategy but Mr Elop offered a few hints this week.

He stated that the company should have a better strategy around operating systems.

At the moment the 2 big operating systems in the Smartphone market are Apple and Android (the Google open source platform used by Samsung and HTC amongst others).

Nokia currently use their own Symbian operating system with a planned shift to the mobile Linux-based MeeGo operating system. Neither of these systems appear to be particularly impressive.

Mr Elop also mentioned the need for the company to “build or join a competitive ecosystem”.

Now, let’s just take a step back here and look at some of the facts:

Nokia make great handsets but they haven’t got a particularly good operating system. Apple are their arch competitors and switching to an open source Android operating system would make it challenging for them to rise above the other companies using Android.

Now here’s an interesting thought. A couple of months ago Microsoft launched their Windows 7 mobile platform. It’s reportedly technically very good but arguably needs a major handset manufacturer to take it on board.

Mr Elop’s previous employer before joining Nokia was none other than Microsoft.

Will we see Nokiasoft or Microkia phones in the near future?

Don’t worry about the £117 million you can’t find. Instead, just go on a nice long holiday…

Published on: 29 Oct 2010

Paul Bowtell, the CFO of Europe’s largest travel company TUI Travel will soon be able to go on a very long holiday.

TUI recently announced that Mr Bowtell will leave the company at the end of the year.

Why is this I hear you ask?

Put bluntly, the reason is that he messed things up in a big way when he was in charge of the finances of the company.

TUI stated that they would be writing off £117 million of “irrecoverable balances” and restating their prior year financial results.

£117 million is a significant write off in anyone’s books. The share price of TUI fell by over 10% as a result.

It also highlights one of the challenges faced by organisations that merge.

The write down originates from “failures to reconcile balances adequately in legacy systems in the retail and tour operator businesses in TUI UK”. In other words, back in 2007 when TUI merged with First Choice Holidays they had to integrate different systems and simply didn’t manage it.

Questions have got to be asked as to why they couldn’t reconcile the systems. After all, given there’s been a recession on for a few years there must have been a few IT consultants available to work on the reconciliation of the systems and who would have charged a lot less than £117 million.

Mergers often have problems with integrating areas such as the culture of the companies but it’s clear now that the integration of these IT systems has also been far from easy. Being unable to reconcile £117 million makes for a spectacular suspense account.

Publicity around mergers tend to focus on their advantages, real or perceived, but the behind-the-scenes work that has to be done can be substantial.

It no doubt proved to be a real headache for Mr Bowtell. For his sake we hope that this will prove to be the biggest write off he has to oversee in his career.

How much do condoms cost to buy? Well, I guess anywhere from £1 to £2.5bn…

Published on: 26 Jul 2010

Reckitt Benckiser, the Anglo – Dutch consumer products group, has agreed to buy the maker of Durex condoms for £2.5bn.

Last week the board of SSL recommended that the shareholders accept the offer from Reckitt which was at an effective 33% premium on the share price.

In addition to Durex condoms SSL also make Scholl shoes but £2.5bn is a lot of money and a 33% premium is pretty good in today’s environment. Should the shareholders therefore grab this opportunity with both hands?

Students of business strategy will be aware that there are both pros and cons of acquisitions. The general view amongst analysts in this situation though appears to be that it represents a good fit for the Reckitt business.

Firstly, Reckitt will strengthen their health and personal care division which is currently their fastest growing area. Health and personal care is considered by many to be a key area for businesses going forward (this is a nice link to PESTEL within the syllabus).

Secondly, SSL has a larger presence in a number of emerging markets. In particular SSL are in a strong position in China, a country where Reckitt are relatively weak compared to their competitors.

Cost savings from synergies of course can never be ignored. If the deal goes ahead there could be reported savings of £100m a year in terms of removing duplicate jobs, combining distribution channels, etc.

Marketing synergies are also important. Reckitt for example produce the headache tablet Nurofen.

British Airways and Iberia – suitable, acceptable but is it feasible?

Published on: 25 Nov 2009

In last week’s P3 ExPand video I talked about the recent announcement of the British Airways (BA) merger with the Spanish airline Iberia. Some form of merger had been discussed on and off since they held talks in the summer of 2008 but now it’s looking like there could be some movement on this.

Students of Paper P3 will be aware that Johnson & Scholes argue that when evaluating strategic options, 3 major areas should be considered. Namely, is it suitable, is it acceptable and is it feasible?

The aviation industry is extremely competitive. In the current economic environment it is safe to say that the merger would help both companies in terms of synergies and hence from a suitability point of view it appears to work.

This issue of acceptability would need to be examined in the context of the key stakeholders of the firms. BA is quoted on the London stock exchange so some key stakeholders would be some of the big shareholders. The share price rose by 7% following the announcement so the shareholders appeared to like the news.

The final area is that of feasibility. An important issue from the feasibility point of view is whether it would get regulatory approval from the European Commission.

It’s suitable, it’s acceptable but is it feasible? Let’s wait and see what develops.

BA and Iberia to merge. Except not.

Published on: 22 Nov 2009

British Airways is a big airline and so is Iberia; the flag carrier airline of Spain.  Both have experienced considerable difficulties in recent years with the global recession greatly reducing revenues and causing operating losses.

For nearly two years, the two airlines were in discussions about merger, in order to share routes and operating fixed costs.  The deal was finally announced in mid November 2009.

The deal is that the two airlines will fuse to create a new business with the working name of Topco. Topco’s capital will be 55% owned by BA’s shareholders and 45% by Iberia’s shareholders. The board will meet in Spain and the CEO of BA will become the CEO of the new business.

For accounting purposes, mergers don’t exist. There is always an acquirer and an acquiree; respectively being the controlling party and the controlled. In this situation, we accountants see it that BA has just done a deal to acquire a new subsidiary, called Iberia.  Assuming that Iberia’s shareholders agree to sell.  And before that happens, there’s the minor issue of BA’s huge deficit on its defined benefit pension scheme to sort out. IAS 19 produces some deeply unattractive pension liabilities on BA’s statement of financial position.

Anyone got a spare £9.8bn ?

Published on: 18 Nov 2009

Mergers & Acquisitions (M&A) are an important part of the ACCA P4 syllabus and are also featured in CIMA F3. Those of you that have read our free ExPress notes (/expand/17-p4_advanced_financial_management.html) will be aware that to minimize the risk of failure in the M&A process, acquiring companies should follow a systematic series of steps prior to launching a bid.

Namely:

1. Clarify strategic reasons for wanting to acquire a company;
2. Draw up a short list of possible takeover targets and select the preferred one;
3. Value the target based on publicly available information and to establish an opening bid;
4. Identify financing options for the transaction

There has been a lot of coverage recently about the attempt by the American food producer Kraft to acquire the British chocolate maker Cadbury.  After Kraft announced their intention to acquire Cadbury, another company (Hersey) announced their interest in acquiring Cadbury.

The sums of money involved are significant. Identifying financing options for the acquisition (point 4 above) is therefore going to be key. Kraft’s bid is £9.8bn and press reports indicate that a syndicate of 8 banks has been brought together to finance the approach. The interesting thing though is that it is reported that these 8 banks have been tied into a non-compete agreement. This means that Hersey cannot approach the same banks to finance their approach. As a result it is going to be more difficult for Hersey to raise such amounts of funds.

Whatever happens over the next few weeks this will be an interesting story to follow.

Xerox Corporation and Affiliated Computer Services (BPO world leader) unveil planned new business combination

Published on: 04 Nov 2009

Everybody is calling it a merger, but do mergers really exist? And from what date does the combination happen?

Key aspect 1: Determining if IFRS 3 applies and identifying the acquirer.

IFRS 3 applies only to combinations as a result of which an entity (identified as “the acquirer”) obtains “control” of “the acquiree”. Is that the case?

Yes: Xerox is set to acquire 100% of ACS, with ACS expected to “continue to operate as an independent organisation” (branded “ACS, a Xerox Company”) and with Lynn Blodgett (ACS CEO) reporting to Ursula Burns (Xerox CEO).

Key aspect 2: Determining the acquisition date

IFRS 3 requires the combination to be acquisition accounted for at the date when control is obtained. Is the “acquisition date” determinable based on released information?

Not quite: the agreement was signed by the two boards on 28.09.09, but the transaction is “expected to close” by the end of Q1-2010.

Key aspect 3: Recognising and measuring the consideration transferred

IFRS 3  requires consideration transferred to be fair valued at acquisition date, with any transaction costs being expensed and not included as part of the consideration. How does it work in the case?

Xerox is set to pay $18.6 in cash and issue 4.9 shares in exchange of 1 ACS share. Considering share prices on the eve of the deal being announced, such consideration would have amounted to $6.2 billion. However, due to the subsequent fall in Xerox’ share price , the fair value of the agreed consideration went down to $5.5 billion. By the “acquisition date”, the fair value of this consideration may again vary. As to the costs of issuing the new shares raising the $3 billion expected to be needed to finance the deal, IFRS 3 would want them expensed in acquirer’s books and NOT considered as part of the consideration paid (and, therefore, potentially capitalised as goodwill).

The ExP Group