The Synergy Trap

This groundbreaking study, cited in Business Week, explains how companies often pay too much--and never realize goals of increased performance and market strength--in their quests to acquire other companies. By examining such variables as method of payment and strategic relatedness, Sirower provides the first formal definitions for synergies. 10 illustrations.

With acquisition activity running into the trillions of dollars, it continues to be a favorite for corporate growth strategy, but creating shareholder value remains the most elusive outcome of these corporate strategies—after decades of research and billions of dollars paid in advisory fees, why do these major decisions continue to destroy value? Building on his groundbreaking research first cited in Business Week, Mark L. Sirower explains how companies often pay too much—and predictably never realize the promises of increased performance and competitiveness—in their quest to acquire other companies. Armed with extensive evidence, Sirower destroys the popular notion that the acquisition premium represents potential value. He provides the first formal and functional definition for synergy -- the specific increases in performance beyond those already expected for companies to achieve independently. Sirower's refreshing nuts-and-bolts analysis of the fundamentals behind acquisition performance cuts sharply through the existing folklore surrounding failed acquisitions, such as lack of "strategic fit" or corporate culture problems, and gives managers the tools to avoid predictable losses in acquisition decisions. Using several detailed examples of recent major acquisitions and through his masterful integration and extension of techniques from finance and business strategy, Sirower reveals: -The unique business gamble that acquisitions represent -The managerial challenges already embedded in current stock prices -The competitive conditions that must be met and the organizational cornerstones that must be in place for any possibility of synergy -The precise Required Performance Improvements (RPIs) implicitly embedded in acquisition premiums and the reasons why these RPIs normally dwarf realistic performance gains -The seductiveness and danger of sophisticated valuation models so often used by advisers The Synergy Trap is the first exposé of its kind to prove that the tendency of managers to succumb to the "up the ante" philosophy in acquisitions often leads to disastrous ends for their shareholders. Sirower shows that companies must meticulously plan—and account for huge uncertainties—before deciding to enter the acquisition game. To date, Sirower's work is the most comprehensive and rigorous, yet practical, analysis of the drivers of acquisition performance. This definitive book will become required reading for managers, corporate directors, consultants, investors, bankers, and academics involved in the mergers and acquisitions arena.

"Every CEO and Corporate Director who has been in the path of the 'WOW! GRAB IT!' acquisition locomotive should read this book!" -- Charles R. Shoemate, Chairman and CEO, Bestfoods With global acquisition activity running into the trillions of dollars, the acquisition alternative continues to be the favorite corporate growth strategy of this generation's executives. Unfortunately, creating shareholder value remains the most elusive outcome of these corporate strategies. After decades of research and billions of dollars paid in advisory fees, why do these major decisions continue to destroy value? Building on his groundbreaking research first cited in Business Week, Mark L. Sirower explains how companies often pay too much -- and predictably never realize the promises of increased performance and competitiveness -- in their quest to acquire other companies. Armed with extensive evidence, Sirower destroys the popular notion that the acquisition premium represents potential value. He provides the first formal and functional definition for synergy -- the specific increases in performance beyond those already expected for companies to achieve independently. Sirower's refreshing nuts-and-bolts analysis of the fundamentals behind acquisition performance cuts sharply through the existing folklore surrounding failed acquisitions, such as lack of "strategic fit" or corporate culture problems, and gives managers the tools to avoid predictable losses in acquisition decisions. Using several detailed examples of recent major acquisitions and through his masterful integration and extension of techniques from finance and business strategy, Sirower reveals: The unique business gamble that acquisitions represent The managerial challenges already embedded in current stock prices The competitive conditions that must be met and the organizational cornerstones that must be in place for any possibility of synergy The precise Required Performance Improvements (RPIs) implicitly embedded in acquisition premiums and the reasons why these RPIs normally dwarf realistic performance gains The seductiveness and danger of sophisticated valuation models so often used by advisors The Synergy Trap is the first expose of its kind to prove that the tendency of managers to succumb to the "up the ante" philosophy in acquisitions often leads to disastrous ends for their shareholders. Sirower shows that companies must meticulously plan -- and account for huge uncertainties -- before deciding to enter the acquisition game. To date, Sirower's work is the most comprehensive and rigorous, yet practical, analysis of the drivers of acquisition performance. This definitive book will become required reading for managers, corporate directors, consultants, investors, bankers, and academics involved in the mergers and acquisitions arena.

The new M&A bible. Few actions can change the value of a company—and its competitive future—as quickly and dramatically as an acquisition. Yet most companies fail to create shareholder value from these deals, and in many cases they destroy it. It doesn't have to be this way. In The Synergy Solution, Deloitte's Mark Sirower and Jeff Weirens show acquirers how to develop and execute an M&A strategy—end to end—that not only avoids the pitfalls that so many companies fall into but also creates real, long-term shareholder value. This strategy includes how to: Become a prepared "always on" acquirer Test the investment thesis and DCF valuation of a deal Plan for a successful Announcement Day, and properly communicate synergy promises to investors and other stakeholders Realize those promised synergies through integration planning and post-close execution Manage change and build a new, combined organization Sirower and Weirens provide invaluable background to those considering M&A, laying out the issues they have to consider, how to analyze them, and how to plan and execute the deal effectively. They also show those who have already started the process of M&A how to maximize their chances of success. There's an art and a science to getting mergers and acquisitions right, and this powerful book provides the insights and strategies acquirers need to find success at every stage of an often complex and perilous process.

The new M&A bible. Few other actions can change the value of a company—and its competitive future—as quickly and dramatically as an acquisition. Yet most companies fail to create shareholder value from these deals, and in many cases they destroy it. It doesn't have to be this way. The Synergy Solution will change how companies think about and approach their M&A strategies and realize the performance promises they make to their shareholders. Beginning with a clear and well-accepted foundation of the economics of the M&A performance problem, Deloitte's Mark Sirower and Jeff Weirens show acquirers how to develop and execute an M&A strategy—end-to-end—that not only avoids the pitfalls that so many companies fall into but also creates real, long-term shareholder value. This includes: How to develop an M&A strategy and a pipeline of deals How to test the investment thesis of a deal How to decide what premium to pay How to plan for a successful Announcement Day How to properly communicate performance promises to stakeholders and shareholders How to realize those promised synergies through integration planning and post-close execution How to build a new, combined organization How to anticipate the questions of an informed board How to sustain long-term shareholder value Sirower and Weirens provide invaluable background to those considering M&A, laying out the issues they have to consider, how to analyze them, and how to plan and execute the deal effectively. They also show those who have already started the process of M&A how to maximize their chances of success. There is an art and a science to getting mergers and acquisitions right, and this powerful resource provides the insights and strategies acquirers need to find success at every stage of this often complex and perilous process.

In 1990, the Society for the Advancement of Economic Theory (SAET) was founded with the main purpose to advance our knowledge in theoretical economics and to facilitate communication among researchers in economics, mathematics, game theory and any other field which is po tentially useful to economic theory. To achieve these goals, SAET sponsors the research journal Economic Theory published by Springer-Verlag and holds international conferences every other year. The first two conferences SAET took place in the island of Cephalonia, Greece, in the summers of of 1993 and 1995. In the summer of 1997, the conference was held in Antalya, Turkey. The twenty-nine papers in this volume are mostly by participants in the Antalya meeting of SAET and form a broad sample of the 150 papers pre sented there. Topics covered include cooperative and noncooperative games, social choice and welfare, bargaining, matchings, auctions, mechanism de sign, general equilibrium, general equilibrium with finance, industrial or ganization, macroeconomics, and experimental economics. We have chosen to present the papers according to the alphabetical order of first author names instead of grouping them by topic or theme. We have appended a complete listing of the sessions in the conference together with a list of program committee members and of sponsors at the end of the volume.

This book addresses synergy management, which poses an important challenge for firms, advisors and practitioners involved in mergers and acquisitions (M&A). Synergy plays a key role in M&A contexts, both in the decision-making process and, subsequently, in the integration phase. However, despite the fact that synergy value is commonly regarded as one of the key success factors in M&A, research shows that firms generally fail to achieve the expected synergy. The extant literature is characterized by a lack of comprehensive models of synergy management: the assessment of synergy value remains a “black box” for scholars and practitioners alike. The authors provide a comprehensive framework for synergy management by integrating findings from prior research and various disciplines. The framework highlights the main dimensions of synergy management in mergers and acquisitions, common pitfalls, and new models and tools for avoiding them. As such, the book enriches the M&A literature, offers new insights for scholars, and provides valuable guidelines for practitioners involved in synergy management.

Your Best Approach to Determining Value If you're buying, selling, or valuing a business, how can you determine its true value? By basing it on present market conditions and sales of similar businesses. The market approach is the premier way to determine the value of a business or partnership. With convincing evidence of value for both buyers and sellers, it can end stalemates and get deals closed. Acclaimed for its empirical basis and objectivity, this approach is the model most favored by the IRS and the United States Tax Court-as long as it's properly implemented. Shannon Pratt's The Market Approach to Valuing Businesses, Second Edition provides a wealth of proven guidelines and resources for effective market approach implementation. You'll find information on valuing and its applications, case studies on small and midsize businesses, and a detailed analysis of the latest market approach developments, as well as: A critique of US acquisitions over the last twenty-five years An analysis of the effect of size on value Common errors in applying the market approach Court reactions to the market approach and information to help you avoid being blindsided by a litigation opponent Must reading for anyone who owns or holds a partial interest in a small or large business or a professional practice, as well as for CPAs consulting on valuations, appraisers, corporate development officers, intermediaries, and venture capitalists, The Market Approach to Valuing Businesses will show you how to successfully reach a fair agreement-one that will satisfy both buyers and sellers and stand up to scrutiny by courts and the IRS.

“My favorite book of the year.”—Doug McMillon, CEO, Wal-Mart Stores Harvard Business School Professor of Strategy Bharat Anand presents an incisive new approach to digital transformation that favors fostering connectivity over focusing exclusively on content. NAMED ONE OF THE BEST BOOKS OF THE YEAR BY BLOOMBERG Companies everywhere face two major challenges today: getting noticed and getting paid. To confront these obstacles, Bharat Anand examines a range of businesses around the world, from The New York Times to The Economist, from Chinese Internet giant Tencent to Scandinavian digital trailblazer Schibsted, and from talent management to the future of education. Drawing on these stories and on the latest research in economics, strategy, and marketing, this refreshingly engaging book reveals important lessons, smashes celebrated myths, and reorients strategy. Success for flourishing companies comes not from making the best content but from recognizing how content enables customers’ connectivity; it comes not from protecting the value of content at all costs but from unearthing related opportunities close by; and it comes not from mimicking competitors’ best practices but from seeing choices as part of a connected whole. Digital change means that everyone today can reach and interact with others directly: We are all in the content business. But that comes with risks that Bharat Anand teaches us how to recognize and navigate. Filled with conversations with key players and in-depth dispatches from the front lines of digital change, The Content Trap is an essential new playbook for navigating the turbulent waters in which we find ourselves. Praise for The Content Trap “A masterful and thought-provoking book that has reshaped my understanding of content in the digital landscape.”—Ariel Emanuel, co-CEO, WME | IMG “The Content Trap is a book filled with stories of businesses, from music companies to magazine publishers, that missed connections and could never escape the narrow views that had brought them past success. But it is also filled with stories of those who made strategic choices to strengthen the links between content and returns in their new master plans. . . . The book is a call to clear thinking and reassessing why things are the way they are.”—The Wall Street Journal

Today's corporate deal makers face a conundrum: Though 70% of major acquisitions fail, it's nearly impossible to build a world-class company without doing deals. In Mastering the Merger, David Harding and Sam Rovit argue that a laserlike focus on just four key imperatives--before executives finalize the deal--can dramatically improve the odds of M&A success. Based on more than 30 years of in-the-trenches work on thousands of deals across a range of industries--and supplemented by extensive Bain & Co. research--Harding and Rovit reveal that the best M&A performers channel their efforts into (1) targeting deals that advance the core business; (2) determining which deals to close and when to walk away; (3) identifying where to integrate--and where not to; and (4) developing contingency plans for when deals inevitably stray. Top deal makers also favor a succession of smaller deals over complex "megamergers"--and essentially institutionalize a success formula over time. Helping executives zero in on what matters most in the complex world of M&A, Mastering the Merger offers a blueprint for the decisions and strategies that will beat the odds.