mgar_2016 spring_ (syllabus)

7/24/2019 MGAR_2016 Spring_ (Syllabus)

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MGAR (Prof. Chiu) 1 2/14/2016

SYLLABUS

Managing Global Acquisitions & RestructuringSpring 2016

Instructor: Prof.Hong-JenCarlos CHIU Office: RM 914, the 2ndMgmt HallCampus Phone: (02) 3366 4985 Campus e-Mail: [email protected]

Class Time: Tuesday 9:10 12:10am Classroom: RM 202, the 2nd

Mgmt HallOffice Hour: By Appointment

PRELUDETotal value of M&A (mergers & acquisitions) deals in 2015 passed US$ 5 trillion!Among them shown in the following exhibit, Pfizers tax inversion-driven offshoretakeovers included the failed AstraZenecca and later the successful Allergan buyout forUS$ 160 billion. Before being ready for the buyout deal launched by Pfizer, Allergansold off its generic drug division to Teva for restructuring its global portfolios of drugsand patents

Corporate restructuring may be undertaken alone (e.g., eBays spinoff of PayPal, orGoogles organizational restructuring into Alphabet Holdings), or can lay thegroundwork for follow-on M&A, leveraged buyout (LBO) (e.g., Dow Chemical mergedwith Du Pont). The strategic roles of the private equity fund and hedge fund becomemore important for facilitating either restructuring and M&A. To start a career ininvestment banking, consulting services, buyout specialists, you need to get familiar withdomain knowledge and to keep abreast of contemporary global M&A and restructuringevents. This pedagogical vision motivated this course.

COLLEGE OF MANAGEMENT

National Taiwan University


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COURSE OBJECTIVES

The purpose of this course is to teach relevant domain knowledge of the acquiringfirms for pursuing synergistic or undervalued targets worldwide. Before or after M&A,asset restructuring can be a must to achieve strategic renewal and organizationalreinvention for legitimacy and profitability. In addition, effective integration ofmerged firms and then restructuring non-core assets also contribute to thesuccess of post-merger growth and operations.

The reasons couldbe tosecure international supply chains of key raw materials, to getaccess to large overseas markets, and to reduce competitive threat arising from global

marketplace. We are interested in the motives, planning, decision-making, valuation,and negotiation of such transnational equity transactions. Moreover, many developed-country firms have suffered lost market share or innovativeness abroad and

domestically, which opens the strategic window of equity-linked restructuring modes

with emerging-market counterparts.

Teva Pharmaceutical: Global

Leadership in Generic Drugs after

Allergans Reverse Merger in 2015

The TevaAllergan deal is a part of the businessmodel transformation adopted by Teva toachieve its profit targets of $4.3 billion in profitsfor 2016. Can this target set by the global leaderin generic drugs be realized?


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In addition, M&As have been used by global players to restructure and even strengthentheir global deployments of resources, capabilities, talents. We are going to study several

latest cases in achieving these strategic objectives e.g., Lenovo acquired Motorola fromGoogle to strength its patent portfolio and brand equity in mobile devices in 2014, then torestructure its global supply chain in 2015.

The types of global M&As include stock-based merge, cash-based acquisition, and LBO.Once completed, cross-border takeover deals need to get approvalfrom the regulators ofboth home and host countries. In addition, the acquiring firmentails ownershiprearrangement, asset revitalization, employee redeployment, organizational transformation,and resource integration. Those restructuring efforts are critical for enhancing economic,accounting, and social value.

Finally, Professor Chiu cherishes all feedback from you, either in class, or through e-mail,or in office hours. If you have any work experiences (including internship) in M&Aand/or restructuring, you are welcome to share your thoughts in class. Your contributionsto the class will be recognized by getting extra credits for your semester grade.

1993 ~ 2016: Academic Services by Professor Chiu

INSTRUCTORS BACKGROUND

As to the pedagogical approach, we aregoing to discuss core theories, best businesspractices, inspiring ideas, seamlessimplementation, and policy implications inclass. Class participations and Teamworkinvolvements are expected, which accountsfor most of your final grade. Aftercompleting this course, you should beconfidently undertaking projects of globalM&A and corporate restructuring.

ACADEMIC QUALIFICATIONS

Senior Faculty in Strategy& FormerDirector,Ph.D. Programin International Business (IB),

Department of IB, NTU (since 1993);Post-Doctoral Fellowin Global Management, Univ.

of Washington, Seattle, USA (1993)

Ph.D.in Strategic Management, School of Business,

Univ. of Washington, Seattle, USA (1992)


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ACADEMIC & PROFESSIONAL AWARDS

GLOBAL RESEARCH TIES

Co-Director,

Tsinghua Unigroup Platform & EcosystemCompetition Research Center(CN)(2015 ~)

Chief Researcher,ADIA Global Private Equity InvestmentInstitute (UAE) (2014 ~)

ASIA-PACIFIC ACADEMIC RECOGNITIONS

Schwarzman Endowed Chair, BlackstoneFoundation, Tsinghua University @Beijing(China)(2015 2018)

Founder Group Chair in Strategic Leadership &Change, Beijing University (China) (2012 2015)China Putian Group Chairin Global Strategy,Beijing University (China) (2006 11)Adjunct Professor, IGSB, University of SouthAustralia,Australia (2003 2008)

2015 BestEconomic AnalysisAward, Private Equity Buyout,Asia-Pacific PE/VC Association,HK.

2015 Best Paper Award, Annual Meeting,Academy ofInternational Business US West Chapter,Seattle, USA.

2014 Best Paper Proceedings, Annual Meeting,European

Academy of Management, Valencia, Spain.

2013 A Social Network Analysis of Knowledge Flow in the

Semiconductor Industry published in Asia-Pacific Journal

of Management (Impact Factor = 4.12).

2012 Outstanding Economic Research Team, Private Equity

Buyout, Asia Venture Capital Journal, UK.

2010 Excellent Paper Award, Annual Meeting,Academy of

Innovation & Entrepreneurship, Beijing, China.2009 Best Paper Proceedings, BPS Division, Annual Meeting,

Academy of Management, Washington D.C., USA.

2008 Best Paper Proceedings, Annual Conference,Academy of

International Business, Milan, Italy.


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COURSE FORMAT

3.1Pre-requisites & Expectations

This is an inter-disciplinary course that lays its groundwork from strategicmanagement, international business, corporate finance, and organizationaltheory. Thus, basic knowledge in these subjects (or equivalent), thoughNOT regarded as pre-requisites, contribute to effective learning.

You can expect to learn timely professional knowledge and experience in

global M&A and corporate restructuring. The instructor commits toenhance your understandings of strategic thinking, decision-makingframework, corporate valuation alternatives, and restructuring/integrationaction programs that are working surely.

3.2 Inductive Issue-Guided Case Analysis:To fulfill such learning objectives, we take an innovative case studyapproach as follows.In specific, the group discussion on each case


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will be guided by a set of four (4) related questions. You and team

members need to develop your arguments that can answer thesequestions, backed up by the concepts, models, and frameworkslearned from the class lecture, textbook, and class readings. Theinstructor will further provide relevant contextual information abouteach case in class, in an attempt to generalize firm-specific argumentsmade by each group.

3.3 Learning Thru A SURELY-WORKING Case Study Process

One mainstream pedagogical approach in current B-school classroomlearning is the case-study approach. The instructor draws on his 23-yearB-school teaching & real-world consulting experience, which leads to aSurely-Work case-study innovation. To work surly, the case analysisthat students learned should be applicable to a variety of business setting.

During the semester, we are going to study the following ten (10) sets ofshort-case materials:

1. Case on PC/Smartphone M&A and Restructuring Lenovo:Strategic Renewal for Global Supply Chains from Motorola Buyout

(2014)( revised in 2015)

Discussion Questions:

(1)Why did Google sell off its hardware assets of Motorola? Do youthink that this selloff is a strategic mistake on the Google side?Stake out your claims.

(2)After acquiring Motorola, Lenovos revenue and operating marginfrom the sales of mobile devices seemed to be short-lived only for

Q4 2014. Explain possible reasons and Lenovos strategicresponses.

(3)Comment on the evolution of Lenovos hybrid supply-chainstrategy. What problems have occurred on the efficiency of thefirms supply chain after a series of acquisition? Moreover, canthese problems be fixed after adding the manufacturing capacitiesof Motorolas supply chain?


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Discussion Questions:(1)What has driven the acquisition of Receptos? Is the deal structure

fair for shareholders of both Celgene and Receptos?

(2)How valuable is Celgenes R&D partnerships? To what extent suchinter-firm collaboration may affect the valuation of a biotech firm?

(3)Describe the business model and risk management of Celgene.Will the Receptoss buyout spell a trouble for Celgenesblockbuster product business model?

(4)The Receptos deal will add to Celgenes product portfolio apotential blockbuster drug. However, is this mega deal driven

mainly by biotech mania or strategic vision? What has the buyoutdriver (mania vs. vision) based on your assessment affectedCelgenes global expansion and product diversification?

4. Case on eCommerce M&A and Restructuring eBay: PayPals Spinoffas a Strategic Response to Shareholder Activism (2014)(revised in

2015)


(1)What drives the spinoff decision on eBays Star PayPal?Whether or not restructuring will make eBay and PayPal asindependent entities, more competitive?

(2)Do you agree on the extent to which spinoff of the fastest growing

business will not distract innovation and execution in eBays C2CeCommerce core business?

(3)After being spun off, can PayPal maintain its leadership in digitalpayment services as a whole, while become more competitive inmobile payment landscape, why or why not? Stake out your claims.

(4)Assess the likelihood that eBay and spun-off PayPal can createsustainable value for both firms shareholders over time.


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5. Case on Software M&A and Restructuring Salesforce.coms

Sequential Acquisitions: The Growth Options-Driven Strategic Thrust

(2014)


(1)How significant are acquisitions in Salesforce.coms revenuegrowth and competitive advantage in the global cloud-basedservices marketplace?

(2)What is the strategic importance of the ExactTarget acquisition?Can ExactTargets sophisticated marketing automation capabilitiesjustify the US$ 2.5 billion tag price? Elaborate on the strategic andorganizational fitness of ExactTarget with Salesforce.com.

(3)Why could the buyout of RelateIQ in July 2014 boost

Salesforce.coms presence in the big data market? Also, clarifythe potential strategic benefits and organizational challengesunderlying the partnership between Salesforce.com and Microsoft.

(4)The increased adoption of social, mobile, analytics and cloud (orSMAC) is rapidly changing the IT environment. Comment on therelevance of enhanced cloud adoption to the growth ofSalesforce.coms CRM core business, especially after integratingwith acquired SMAC targets in the past.

6.

Case on Private EquityM&A and RestructuringKKR Group: AHybrid Barbarian at the Gate of Private Markets (2015)


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7. Case on Food & BeverageM&A and RestructuringLife afterLeveraged Buyout: Kraft Heinz and Brail-Based 3G Capital (2015)

Discussion Questions:(1)While motivated by pursuing operational synergies and efficiency,

the 3G Capital-led Kraft Heinz deal was also criticized to find anexit from the Brazile-based private equity firms multi-billioninvestment in both companies. Which rationale is more likely?

(2)Comment on the strategic intent of 3G Capital for this merger. Is

the valuation of Kraft and Heinz fair, from the standpoints of themerging firms shareholders, respectively?

(3)As of August 10, 2015, the first post-merger financial results werereleased. What was your re-assessment on this merger ex post?

(4)Whether or not the partnership between two institutionalinvestors 3G Capital and Berkshire Hathaway will be in dangerafter this merger, why or why not? Stake out your claims.


(1)

Discuss the roles of private equity firmssuch as KKR Group in global leveragedbuyout, for both pros and cons.

(2)Why does KKR go public, even though itscore skills are for helping clients goingprivate? After going public, should KKRrestructure its partnership structure, or juststay put?

(3)How has KKR benefited from both privateand public markets?

(4)How do KKRs professional capabilities

and network help its global expansion andfirm performance?


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8. Case on Consumer ProductsM&A and RestructuringProcter &

Gamble: Tax Efficiency-Driven Brand Portfolio Divestiture (2015)

Discussion Questions:(1)What drives the sale of a P&Gs brand portfolio containing 43brands? Is there any supporting strategic rationale behind thisdivestiture?

(2)How are the proceeds collected from this sale distributed to P&Gsshareholders? Alternative, should P&G invest these proceeds tonew ventures or new product lines?

(3)To which extent, the acquisition of P&Gs brand portfolio willbenefit Coty? Is there any concern about the restructuring of

Cotys own brand portfolio?

(4)P&G draws on a Reverse Morris Trust to implement this brandsale deal. What are the benefits and constraints for employing thiskind of deal structure? Will Cotys shareholders oppose this dealstructure?

9. Case on Pharma & Health CareM&A and RestructuringPfizer:Takeover Attempt Driven by Inversion Transaction and Defendedby AstraZeneca (2014) (revised in 2015)



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(1)In addition to walk-away (indeed happened in May, 2014), shouldPfizer sweeten the takeover premium, or restructuring the deal tomeet the expectations of AstraZenecas stakeholders?

(2)Why do M&As seem to be a popular prescription for growth forpharmaceutical firms? In addition to inversion transactionconcerns, what sensitive areas from the standpoint of host-countrygovernment might derail a cross-border deal?

(3)What resources and capabilities owned by AstraZeneca attractPfizers interests? Do you think that the valuation of AstraZenecaproposed by Pfizer is fair?

(4)Pfizer believes that AstraZeneca lacks sufficient scale to compete

against large national players in emerging markets. Do you agree?If no, whats wrong with Pfizers claim? If yes, what synergiescould be realize by the merging drug makers who join force tocompete in the emerging markets, especially China & India?

10.Case onIndustrial Good (Steel) M&A and RestructuringArcelorMittal Global Turnaround Strategy After Failed Merger(2014)


(1)As a global leader in steel production, how did ArcelorMittal get

into trouble over the past several years, which made the biggest

steel maker a laggard on Wall Street?

(2)Evaluate the impact of steel production process and that of the

ownership of mining assets on the ArcelorMittals revenue stability.

Besides, whats wrong with the global market conditions that

affect negatively on this firms financial results?

(3)Since global steel consumption has been back to upswing trend,


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led by strong automobile and construction markets, isArcelorMittal ready for a successful turnaround from its failedmerger?

(4)How likely could ArcelorMittal be as competitive as itscounterparts in US? Moreover, through strategic benchmarking,what may this global leader learn from the success of AK Steel ofUS?

3.4Textbook

Gaughan, Patrick (2007) eBook on Mergers, Acquisitions & Corporate

Restructurings (4

th

ed.) UK: John Wiley & Sons.

3.5Class Readings

(R 1) Allen and Overy (2014)Expanding Global Reach: Japan. PwC.(R 2) Brueller, et al. (2014) How different types of M&As facilitate

strategic agility. California Management Review, Spring, pp. 39-57.(R 3) Evans, et al. (2015)Mid-Market Integration and Managing Change.

Mergermarket.(R 4) Fukasawa, et al. (2015)An Outlook for Turnaround & Restructuring

in Asia Pacific 2015. AlixPartners.(R 5) Hansell, et al. (2014) Unlocking Acquisitive Growth: Lessens from

Successful Serial Acquirers. Boston Consulting Group.(R 6) Kengelbach, et al. (2014a)Dont Miss the Exit. Boston Consulting

Group.(R 7) Kengelbach, et al. (2014b)Investing Wisely, Divesting Strategically.

Boston Consulting Group.(R 8) MacAuther (2015) Global Private Equity Report 2015.Bain &Co.(R 9) Meacham et al. (2015)Repeatable M&A in Consumer Goods. Bain

& Co.(R 10) Reeves, et al. (2013) Turning around the Successful Company.

Boston Consulting Group.


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(R 11) Shah, et al. (2014)IT in M&A: Increasing the Odds of a SuccessfulIntegration. Bain & Co.

(R 12) Smith & Lovallo (2014) Creating more accurate acquisition

valuations.MIT Sloan Management Review, Fall, pp. 63 71.(R 13) Yang, et al. (2015)M&A in China: Getting Deals Done, Making

Them Work.Boston Consulting Group.(R 14) White and Case (2015) Changing Faces of International Leveraged

Debt.

CLASS SCHEDULE

Week(DATE)

Topic(s) for Class Discussion Readings Notes

W1 (1)Course Introduction.

(2)Class Administration Matters.

W2 (1)Changing Landscape of GlobalM&A, buyout, and restructuring.

(2)Types of M&A: Stock Swap,

Cash-based Acquisition, LeveragedBuyout.

Ch 1 Deadline for turningin ContactInformation of YourCase/Term Project

Study Group(s); andsetting up yourLINEgroup(s).

W3 (1) Taxation, Legal, and RegulatoryIssues on Global M&A

(2)Introduction of Surely WorkingCase Study Method

Ch 15R5

(Introductory Case)Qualcomm:Institutional &

Industrial Pressure

on Corporate Split(2015)


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W4 (1)How to analyze M&A, buyout, andrestructuring cases

(2)

Introduction to The Surely-WorkCase Study Method & Alternatives.

Ch 2R6

(Case on WarrantBuffetsInvestmentWisdom)Berkshire Hathaway:Mega Acquisitionsand Sustainable

Performance (2015)

W5 Cross-Border Deal-Making for EquityTransactions

Cross-Cultural & Inter-firmRestructuring

Post-Global-Acquisition Integration:The Strategic Role of Restructuring

Ch 10R1

(Case 1)Lenovo:Strategic Renewal forGlobal Supply

Chains from

Motorola Buyout(2014)

W6 Strategic Planning & Implementationfor Global M&A

Topic: The Impact of GlobalAccounting Standard Change on Post-Acquisition Revenue The Stress Testof Goodwill Amortization

Ch 4R3

(Case 2)Facebook:StrategicAcquisitions Driven

by Cross-Platform

Competition (2014)

W7 Global M&A I: Stock-based MergersAccounting Rules for Stock-based

Mergers: Pooling of Interests

The Anti-Takeover Measures of theTarget Firms

Ch 5R2

(Case 3) Celgene:Searching for

BiotechBlockbusters

Mania or Vision?

(2015)

W8 Global M&A II: Cash-basedAcquisitionsAccounting Rules for Acquisitions:Purchase Method

The Roles of Global Syndicated Loans

for Making Cash-based EquityTransactions

The Mechanism of Tender Offers

Ch 6R7

(Case 4) eBay:PayPals Spinoff as a

Strategic Response toShareholder Activism

(2014)

W9 Global M&A III: Leveraged Buyout

Power Brokers of Global M&A --(1) Private Equity Fund, (2) HedgeFund, (3) Sovereign Wealth Fund

Ch 7R8

(Case 5)Salesforce.coms

SequentialAcquisitions: The

Growth Options-


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Doing Due Diligence on OffshoreTakeover Targets

Driven StrategicThrust (2014)

W10 Valuation of Cross-Border EquityTransactions:

(1)Publicly-Traded Firms (2)Privately-Held Companies (3) JointVentures

Ch 14R9, R12

(Case 6)KKR Group:A Hybrid Barbarianat the Gate of PrivateMarkets (2015)

W11 Alternative Global FinancingMethods:

(1)High Yield Junk Bond(2)Collateral Loan Obligation (CDO)

Strategies for Raising Equity forGrowth or Going Private

Ch 8R10, R14

(Case 7)Life afterLBO: Kraft Heinzand Brazil-based 3G

Capital (2015)

W12 Entry Modes for Global M&A:

(1) Equity-Link Investment & Cross-Shareholding

(2) Joint Ventures(3) Wholly-Owned Subsidiaries

Global Turnaround Management

Ch 13R4

TERM PROJECT

PROPOSAL DUE

(Case 8)P&G: Tax

Efficiency-DrivenBrand Portfolio

Divestiture (2015)

W13 Post-Global M&A RestructuringModes:

(1)Ownership Rearrangement Split-off, Spin-off, Carve-out, Sell-off, andTracking Stocks

(2)Asset Revitalization Out-sourcing, Off-sourcing, Leasing-back

(3)Employee Redepolyment TheRole of Collective Bargaining(4)Organizational Transformation --Global Business Units, Global Matrix,Network Structure(5)Resource Integration.

Ch 11 & 12R13

(Case 9)Pfizer:Takeover Attempt

Driven by InversionTransaction and

Defended by

AstraZeneca (2014)


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W14 Ownership & Governance Changeafter Global M&A:

(1)ESOP (Employee Stock OwnershipPlan)(2) International Holding Company(3) Exit Mechanisms: Initial PublicOffering (IPO), Secondary-MarketTransactions

Ch 9R11

(Case 10)ArcelorMittals

Global Turnaround

Strategy After FailedMerger (2014)

W15 Term Project Presentation I

The Wrap-up of the Presentation Part I

W16 Term Project Presentation.II

The Wrap-up of the Presentation PartII.

W17 Invited Keynote Speech onGlobal Buyout, Private Equity Fund,and Restructuring for Sustainable

Performance

Grand Happy Hours

(The ConcludingCase & Remarks)

INSTRUCTORS EXPECTATION

Professor Chiu has taught for 23 years at NTU and others major universities in Asia-Pacific. He has also served on the boards of and has made advisory/ consulting servicesto a variety of domestic leading firms in Greater China as well as several global firmssuch as France-based Kering Group, Italy-based Fiat; India-based Tata Group; China-based Putian Group, China Oil & Food, and Citic Group; US-based DLJ (later mergedinto CSFB); Spain-based Telefonica; and Indonesia-based Asia Pulp & Paper.

Thus, to facilitate in-class mutual learning and contributions to each other, Professor Chiu

expects you to be present in class on time. Those who arrive at class late should NOTdisturb classmates. You are also expected to notify the class TA in e-mail in advance, ifyou will be absent from an upcoming class.


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GRADING

6.1 Group Case Study Report & Presentation (40%)

We will discuss ten (10) cases in global M&A and corporate restructuring.Each study group consisting of no larger than 5~7 members needs to pickONE case to analyze and then to write ONE case study report. Thelength of the report should be 2500 words or so (excluding exhibits).Students are also expected to make ONE in-class oral presentation thataddresses the discussion questions given in the syllabus, based on the

case chosen. If there are more than two groups choose the same case, theinstructor or TA will make the coordination.

6.2 Group Term Project & Presentation (40%)

Dates for In-class Oral Presentation: W15 & W16DueDate for Term ProjectPROPOSAL: W12DueDate for the FINALversion of Term Project: W17

These are four parts of the final grading:(1)Group Case-Study Written Reports +

Oral presentation (40%)(2)Group Term Project +

Oral Presentation (40%)(3)Class Participation & Quizzes (20%)

Extra Credit (up to 20%)


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Each study group should choose an industry to write ONE term projectthat aims at addressing issues related to global M&A and/orrestructuring at the firm- or industry-level. Then, each group is

expected to make ONE oral presentationin class.

The choice of the firm for your group term project is at your groupmembers collective discretion. The max length of the term project isabout 20 pages in Word-format, with 12-font letter size.

The structure of the term project should include the following:

(1)One-page Executive Summary;(2)Stake out strategic issueson global M&A and/or restructuring for

such issues;

(3)

Describe such M&A and/or restructuring events (max. 2 pages);(4)Apply the analytical tools, frameworks, and conceptsthat you have

learned from this MGAR course to analyze the drivers or factorsbehind these issues, and propose likely alternativesfor M&A and/orrestructuring strategies (min. 4 pages);

(5)Compare and contrast the advantages and disadvantagesof thesealternatives, andprioritizethem in terms of feasibility forimplementation(min. 2 pages);

(6)Recommend the choice of new strategic directions and implementationaction programs, in response to the issues specified in (2).

6.3 Class Participation & Quizzes (20%)

The grading for your participation for class discussions will be recognizedas the sticker-awarding system. The total number of stickers collectedin every class will be counted toward your contributions to classdiscussions.

In addition, there are THREE (3) quizzes at maximumthroughout thissemester. You can expect ONLY ONE quiz question in the format ofshort-essay related to the pre-scheduled class contents stated on thesyllabus. The quiz takes place at the beginning of the 2

nd-hour of the

class, and usually lasts 20 minutes.

mgar_2016 spring_ (syllabus)

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