Growing Through Acquisitions

The Successful Value Creation Record of Acquisitive Growth Strategies

BCG
REPORT
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that is a global leader in business strategy. BCG has helped companies
in every major industry and market achieve a competitive advantage by
developing and implementing winning strategies. Founded in 1963, the
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please visit our Web site at www.bcg.com.
Growing Through Acquisitions
KEES COOLS
KERMIT KING
CHRIS NEENAN
MIKI TSUSAKA
MAY 2004
www.bcg.com
The Successful Value Creation Record of Acquisitive Growth Strategies
The Boston Consulting Group, Inc. 2004. All rights reserved.
For information or permission to reprint, please contact BCG at:
E-mail: imc-info@bcg.com
Fax: 1 617 973 1339, attention IMC/Permissions
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The Boston Consulting Group, Inc.
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USA
2 BCG REPORT
3 Growing Through Acquisitions
Table of Contents
About This Report 4
For Further Contact 5
Executive Summar y 6
Acquisitive Growth and Value Creation 8
Strategies for Acquisitive Growth 14
Reducing Costs Relative to Competitors 14
Acquiring Necessary Capabilities 14
Building a New Business Model 15
Becoming a Successful Acquirer 16
Linking M&A to Growth Strategy 16
Implementing High-Definition Valuation 18
Realizing Value Through Effective Postmerger Integration 20
Conclusion 23
About This Report
4 BCG REPORT
This research report is a product of the Corporate Finance and Strategy practice of The Boston Consulting
Group. Kees Cools is an executive adviser in the firms Amsterdam office and global leader of the practices
marketing and research activities. Kermit King is a vice president and director in the firms Chicago office.
Chris Neenan is a former vice president and director in the firms New York office. Miki Tsusaka is a senior
vice president and director in the New York office and global leader of the firms postmerger integration
practice.
Acknowledgments
The authors would like to thank Brett Schiedermayer of the BCG ValueScience Center and their former BCG
colleague Mark Sirower, who worked on the research project described in these pages and made valuable
contributions to the final report. They would also like to acknowledge the additional research assistance of
Hans le Grand, a corporate-finance topic specialist based in the firms Amsterdam office.
In addition, the authors would like to thank their colleagues George Stalk Jr. and Rob Lachenauer for the
use of material from their book Hardball: Are You Playing to Play or Playing to Win? (Harvard Business School
Press, forthcoming in fall 2004).
Finally, the authors would like to acknowledge the contributions of BCGs global experts in corporate
finance and strategy:
Brad Banducci, a vice president and director in BCGs Sydney office and leader of the firms Corporate
Finance and Strategy practice in Asia-Pacific
Gerry Hansell, a vice president and director in BCGs Chicago office and leader of the firms Corporate
Finance and Strategy practice in the Americas
Mark Joiner, a senior vice president and director in BCGs New York office and global leader of the firms
M&A practice
Immo Rupf, a vice president and director in BCGs Paris office and leader of the firms Corporate Finance
and Strategy practice in Europe
Daniel Stelter, a vice president and director in BCGs Berlin office and global leader of the firms Corporate
Finance and Strategy practice
To Contact the BCG Authors
The authors welcome your questions and feedback.
Kees Cools
The Boston Consulting Group, Inc.
J. F. Kennedylaan 100
3741 EH Baarn
Netherlands
Telephone: 31 35 548 6800
E-mail: cools.kees@bcg.com
Kermit King
The Boston Consulting Group, Inc.
200 South Wacker Drive
Chicago, IL 60606
USA
Telephone: 1 312 993 3300
E-mail: king.kermit@bcg.com
Miki Tsusaka
The Boston Consulting Group, Inc.
430 Park Avenue
New York, NY 10022
USA
Telephone: 1 212 446 2800
E-mail: tsusaka.miki@bcg.com
For Further Contact
The Corporate Finance and Strategy practice of The Boston Consulting Group is a global network of experts
helping clients design, implement, and maintain superior strategies for long-term value creation. The prac-
tice works in close cooperation with BCGs industry experts and employs a variety of state-of-the-art method-
ologies in portfolio management, value management, M&A, and postmerger integration. For further infor-
mation, please contact the individuals listed below.
5 Growing Through Acquisitions
The Americas
Alan Wise
BCG Atlanta
1 404 877 5200
wise.alan@bcg.com
Stuart Grief
BCG Boston
1 617 973 1200
grief.stuart@bcg.com
Gerry Hansell
BCG Chicago
1 312 993 3300
hansell.gerry@bcg.com
Eric Olsen
BCG Chicago
1 312 993 3300
olsen.eric@bcg.com
J Puckett
BCG Dallas
1 214 849 1500
puckett.j@bcg.com
Balu Balagopal
BCG Houston
1 713 286 7000
balagopal.balu@bcg.com
Mark Joiner
BCG New York
1 212 446 2800
joiner.mark@bcg.com
Jeffrey Kotzen
BCG New York
1 212 446 2800
kotzen.jeffrey@bcg.com
Rohit Bhagat
BCG San Francisco
1 415 732 8000
bhagat.rohit@bcg.com
Walter Piacsek
BCG So Paulo
55 11 3046 3533
piacsek.walter@bcg.com
Peter Stanger
BCG Toronto
1 416 955 4200
stanger.peter@bcg.com
Robert Hutchinson
BCG Washington
1 301 664 7400
hutchinson.robert@bcg.com
Europe
Daniel Stelter
BCG Berlin
49 30 28 87 10
stelter.daniel@bcg.com
Yvan Jansen
BCG Brussels
32 2 289 02 02
jansen.yvan@bcg.com
Lars Fste
BCG Copenhagen
45 77 32 34 00
faeste.lars@bcg.com
Pascal Xhonneux
BCG Dsseldorf
49 2 11 30 11 30
xhonneux.pascal@bcg.com
Neil Monnery
BCG London
44 20 7753 5353
monnery.neil@bcg.com
Juan Gonzlez
BCG Madrid
34 91 520 61 00
gonzalez.juan@bcg.com
Tommaso Barracco
BCG Milan
39 0265 5991
barracco.tommaso@bcg.com
Stephan Dertnig
BCG Moscow
7 095 258 3434
dertnig.stephan@bcg.com
Immo Rupf
BCG Paris
33 1 40 17 10 10
rupf.immo@bcg.com
Per Hallius
BCG Stockholm
46 8 402 44 00
hallius.per@bcg.com
Victor Aerni
BCG Zrich
41 1 388 86 66
aerni.victor@bcg.com
Asia-Pacific
Nicholas Glenning
BCG Melbourne
61 3 9656 2100
glenning.nicholas@bcg.com
Janmejaya Sinha
BCG Mumbai
91 22 2283 7451
sinha.janmejaya@bcg.com
Byung Nam Rhee
BCG Seoul
822 399 2500
rhee.byung.nam@bcg.com
Jean Lebreton
BCG Shanghai
86 21 6375 8618
lebreton.jean@bcg.com
Roman Scott
BCG Singapore
65 6429 2500
scott.roman@bcg.com
Brad Banducci
BCG Sydney
61 2 9323 5600
banducci.brad@bcg.com
Naoki Shigetake
BCG Tokyo
81 3 5211 0300
shigetake.naoki@bcg.com
Executive Summary
6 BCG REPORT
Recent improvements in the world economy have
put growth back on the agenda at many companies.
Its about time. Growth is a well-understood driver
of shareholder returns. When combined with high
returns on capital, it can create substantial value for
shareholders.
And yet, despite improved economic conditions,
many companies are finding it difficult to satisfy
their growth aspirations through organic growth
alone. In the past, they might have looked to acqui-
sitions as an alternative pathway to growth. But
today, many executives, board members, and in-
vestors view mergers and acquisitions (M&A) with
skepticism. They have seen too many research stud-
ies showing that most mergersas many as two-
thirdsfail to create value for the acquirers share-
holders. And they are wary of the excesses of the
late-1990s, when too many companies used acquisi-
tions as a quick but ultimately unsustainable
method of boosting earnings and multiples.
This skepticism is unwarranted. New research by
The Boston Consulting Group demonstrates that,
contrary to academic opinion and the recent public
record of acquisitions, acquisitive growth strategies
create superior shareholder returns. We analyzed
the long-term stock-market performance of more
than 700 large public U.S. companies over a ten-year
period ending in 2002, separating them into three
groups based on their level of M&A activity. Our
study produced five key findings:
The highly acquisitive companies in our sample
had the highest median total shareholder return
(TSR)more than a full percentage point per
year greater than the median TSR of companies
that made few or no acquisitions. This perform-
ance translated into a 29 percent higher return
over the full ten years of our study.
Although some individual companies have gener-
ated extraordinary shareholder value through
organic growth alone, on average, the most suc-
cessful acquisitive growers also outperformed the
most successful organic growers.
This superior performance was not due to higher
profitability but rather to the acquisitive growth
itself. The fastest-growing acquisitive companies
in our sample had only average profitability, while
carrying relatively higher levels of debt and deliv-
ering below-average dividendsall signs that
investors are rewarding them for the value cre-
ated by the acquisitions themselves.
Our study also confirmed some basic precepts of
value management. The most successful highly
acquisitive companies did not try to grow their
way out of their problems by pursuing growth at
returns below the cost of capital. Rather, they
made sure that they were delivering cash-flow
return on investment (CFROI) above the cost of
capital before they grew their assets.
Finally, the most successful companies in our sam-
ple combined above-average revenue growth with
high CFROI no matter what kind of growth strat-
egy they pursued. But the highly acquisitive com-
panies grew at nearly twice the rate of the organic
companies and gained market share more rapidly.
Our research makes clear that there is no inherent
disadvantage to growth by acquisition. On the con-
trary, under the right circumstances it can be the
best way to generate value-creating growth (that is,
growth above the cost of capital). But that doesnt
mean that companies should pursue acquisitive
growth under any and all circumstances.
Successful acquirers choose acquisitive growth
only when it is an inherent part of their strategy
and they are confident they can use it to create
sustainable competitive advantage and so deliver
above-average returns.
They develop a detailed understanding of the
role of M&A in achieving their growth strategy
far in advance of bidding on any particular deal.
They are unusually rigorous when it comes to
valuing and pricing potential deals, an approach
we call high-definition valuation.
They pay at least as much attention to the details
of postmerger integration (PMI) as they do to the
deal itself and work hard to strike a balance between
speed and thoroughness in the PMI process.
This report lays out the findings of the BCG acquis-
itive-growth study. It also draws on BCGs extensive
practical experienceadvising companies on more
than 2,000 M&A projects over the past ten yearsto
identify the critical factors for M&A success. The
report is divided into three parts:
Acquisitive Growth and Value Creation presents
the basic findings of our research and describes
why and how our study differs from most recent
M&A studies.
Strategies for Acquisitive Growth describes
three common strategies for creating competitive
advantage through acquisition.
Becoming a Successful Acquirer explains how
companies can make M&A an integral part of
their growth strategies, arrive at realistic pricing
guidelines for individual transactions, and com-
bine speed and thoroughness in the postmerger
integration process.
7 Growing Through Acquisitions
Our study examined the stock-market performance
of 705 public U.S. companies for the ten-year
period from 1993 to 2002.
1
We used each companys
ten-year total shareholder return (TSR) as the
benchmark performance measure. The sample
companies, representing a combined 2002 market
capitalization of $6.5 trillion, had a median annual
TSR of 10 percent.
Since we were interested in how the market values
different styles of long-term growth, we separated
the companies into three categories based on their
level of merger and acquisition (M&A) activity. The
first category consists of companies that made
acquisitions in five or more of the years under study
and spent an amount on these acquisitions equiva-
lent to 70 percent or more of their 2002 market
capitalization. These companies pursued what we
term a highly acquisitive growth strategy. Of the 705
companies in our study, 148 are in this category.
The second category consists of companies that
made acquisitions in only one year of the study (or
made no acquisitions at all) and spent 5 percent or
less of their 2002 market capitalization. These com-
panies employed an organic growth strategy. There
are 108 companies in this category.
The third category is made up of the remaining 449
companies in our sample. Neither highly acquisitive
nor organic, they pursued a mixed growth strategy.
(For a comparison of our research design with that
of other studies of merger performance, see the
insert How Our Study Is Different on page 11.)
Exhibit 1 compares total shareholder return for the
three different growth strategies. The exhibit shows
both the median TSR for each group (illustrated by
the large dot) and the range of average annual
returns for the middle three quintiles (illustrated by
the shaded bars).
2
As Exhibit 1 demonstrates, the
median TSR for the highly acquisitive segment (10.8
percent) is more than a full percentage point greater
than for companies pursuing an organic strategy (9.6
percent) and nearly one point greater than for com-
panies with mixed strategies (9.9 percent).
Exhibit 1 also shows a wide variation of returns
within each group. The larger relative size of the
quintile bands for companies pursuing a highly
acquisitive strategy (reflecting a greater variation in
returns) is an indication of the inherent risks asso-
ciated with acquisitions. To understand the sources
of this differentiation, we further segmented each
category into fast growers (above the median rate of
revenue growth for the category) and slow growers
(below the median for the category). Exhibit 2
shows that, on average, the high-growth companies
in each category produced higher market returns,
Acquisitive Growth and Value Creation
8 BCG REPORT
1. The study includes all publicly traded U.S. companies with 2002 mar-
ket capitalizations exceeding $500 million. Banks, financial institutions,
and companies with incomplete data were excluded.
2. Because of the wide extremes in minimum and maximum returns, we
report medianas opposed to averageTSR and exclude the top and
bottom quintiles.
E X H I B I T 1
THE I MPACT OF GROWTH STRATEGY ON STOCK
MARKET PERFORMANCE, 19932002
Highly Acquisitive Companies Produce the Best Returns
SOURCES: Compustat; BCG analysis.
NOTE: Top and bottom quintiles excluded because of extreme values.
0
5
10
15
20
25
2nd quintile
Average
annual
TSR
(%)
Organic
strategy
n = 108
Mixed
strategy
n = 449
3rd quintile 4th quintile Median
Highly
acquisitive
strategy
n = 148
9.6
10.8
9.9
no matter what type of strategy yielded the growth.
Across the three growth strategies in our study, the
fast growers outperformed the slow growers by
roughly 6 to 7 percentage points. The fact that the
median return for the highly acquisitive high-
growth companies (14.7 percent) is greater than
that of all the other companies in the sample is
another indication that the stock market rewards
long-term growth strategies that include a signifi-
cant number of acquisitions.
Another clear finding in Exhibit 2 is that in order to
produce roughly the same shareholder return, fast-
growing acquisitive companies needed to grow
nearly twice as fast as fast-growing organic compa-
nies (an average annual growth rate of 29.7 percent
versus one of 17.3 percent). This is not surprising
given that a significant part of the value creation
resulting from acquisitions will be captured by an
acquired companys shareholders in the form of the
acquisition premium paid by the buyer.
We did additional analysis of the 74 companies in
the highly acquisitive high-growth segment to test
whether their superior performance was indeed
due to the acquisitions they were making and not to
other factors. Three pieces of evidence stand out.
First, there is no industry bias in this segment. In
other words, these companies are not clustered in
high-growth industries and simply riding a wave of
rapid industry expansion.
Second, the profitability of these companiesmeas-
ured by cash-flow return on investment (CFROI)
above the weighted average cost of capitalwas
about equal to that of the rest of the companies in
the sample. So it was not high profitability or excess
cash that drove these companies acquisitions or
generated their above-average TSR. Therefore, it is
most likely that their above-average TSR was indeed
a product of their extraordinary acquisitive growth.
But if these companies had only average profitabil-
ity, how did they fund their acquisitions? Through a
combination of below-average dividends and above-
average debt. (See Exhibit 3, page 10.) Typically,
low dividends and high leverage decrease a com-
panys stock-market returns.
3
For these high-
growth, highly acquisitive companies, however, this
was not the case. As Exhibit 2 shows, the median
TSR of these companies is above average for the
sample as a whole and even higher than that of the
fast-growing companies pursuing organic or mixed
growth strategies. Apparently, the value created by
acquisitive growth outweighs the disadvantages of
low dividends and high leverage. Whats more, the
fact that their median beta (a standard measure of
risk in corporate finance) is only slightly greater
than that of the sample as a whole (0.97 versus
0.90) suggests that these companies were especially
good at managing the extra risk that growth by
acquisition typically involves.
Third, there are indications that these highly
acquisitive high-growth companies did relatively
9 Growing Through Acquisitions
3. See Andy Naranjo, M. Nimalendran, and Mike Ryngaert, Stock Returns,
Dividend Yields, and Taxes, Journal of Finance 53, no. 6 (December
1998), pp. 20292057.
E X H I B I T 2
THE I MPACT OF GROWTH STRATEGY AND GROWTH
RATE ON STOCK MARKET PERFORMANCE,
19932002
On Average, Highly Acquisitive High-Growth Companies
Outperform All Others
SOURCES: Compustat; BCG analysis.
NOTE: Top and bottom quintiles excluded because of extreme values.
0
5
10
15
20
25
30
Organic
low
growth
n = 54
3.9%
Organic
high
growth
n = 54
17.3%
Mixed
low
growth
n = 224
3.3%
14.7
7.6
13.8
7.1
13.3
7.1
Mixed
high
growth
n = 225
18.1%
Highly
acquisitive
low
growth
n = 74
7.5%
Highly
acquisitive
high
growth
n = 74
29.7%
2nd quintile 3rd quintile 4th quintile Median
Average
annual
growth rate:
Average
annual
TSR
(%)
better in individual transactions. We analyzed the
announcement effects for all the acquisitions in
our sample with a relative size greater than 5 per-
cent of the acquiring companys market capitaliza-
tion at the time of the transaction. Our study
confirms the common research finding that ac-
quisitions of public targets have, on average,
slightly negative announcement effects. In other
words, the average public acquisition does not
create value for the acquirers shareholders in the
short term.
However, when we compare the performance of
highly acquisitive high-growth companies to high-
growth companies pursuing a mixed strategy, we
find that the acquisitive companies do better.
4
Although their average announcement effect for
public transactions remains slightly negative, it is
substantially less negative than that of the mixed-
strategy companies: 1.72 percent versus 2.46 per-
cent, a statistically significant difference. This find-
ing suggests that at the time of announcement,
investors distinguish between deals conducted by
experienced acquirers and those done by less expe-
rienced acquirers. And as recent research described
in the insert suggests, a negative announcement
effect does not necessarily mean that a deal will fail
to create value over the long term.
Our research also revealed some interesting pat-
terns in the way these companies pursued their
acquisitive growth strategies. Exhibit 4 on page 12
charts the relationship between CFROI (measured
on the y-axis) and growth in the asset base (meas-
ured by change in gross investment, on the x-axis)
for the 56 highly acquisitive high-growth companies
in our sample that produced above-average TSR
during the ten years of our study. As the left-hand
10 BCG REPORT
E X H I B I T 3
COMPARATI VE DI VI DEND YI ELD AND LEVERAGE, 19932002
Highly Acquisitive Growth Companies Pay Lower Dividends and Carry Higher Debt
SOURCES: Compustat; Datastream; BCG analysis.
1
Leverage equals total debt divided by total assets.
2
Includes only those companies with available data for the full 19932002 period.
Average
dividend
yield
(%)
0
1
2
0
5
10
15
20
25
30
35
40
45 Median
leverage
1
(%)
Other
companies
n = 631
Highly acquisitive
high-growth companies
n = 74
0.4
1.8
1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Highly acquisitive high-growth
companies (n = 54)
2
Other companies
(n = 421)
2
4. We have excluded the high-growth organic segment from this analysis
because it involved very few acquisitions.
graph shows, 26 of these companies started the
decade with CFROI below the cost of capital.
Instead of trying to grow out of their problems, they
spent the early years of the decade improving
CFROI, only turning to growth once returns had
reached or exceeded the cost of capital. On aver-
age, these companies grew by 300 percent over the
ten-year period of our study, and their median
cumulative TSR was 15 percent greater than the
market average. The right-hand graph shows that
the 30 companies that began the decade with
CFROI above the cost of capital generated share-
11 Growing Through Acquisitions
Our research design differs markedly from that of
most previous academic and consulting studies of
merger performance. Many of those studies focus on
the average performance of a sample of individual
deals. Moreover, they measure this performance by
looking at each individual acquisitions announce-
ment effectthe short-term change (relative to the
market index) in the acquiring companys share price
once the deal is made public. Some studies track
performance for a longer period of timetwo, three,
or five years.
This typical research design has some important lim-
itations. Because such studies focus on individual
transactions, they do not distinguish among acquir-
ers in terms of their strategy or acquisition history.
Whats more, this approach allows a few spectacu-
larly bad (or spectacularly good) deals to distort
overall performance.
For example, one recent study found that from 1998
to 2001, a mere 2.1 percent of U.S. acquisitions
generated losses of $397 billion, while the remain-
der, the vast majority, generated gains of $157 bil-
lion.
1
In other words, a relatively small number of
unsuccessful megamergers were responsible for the
apparently poor showing of M&A during the recent
U.S. merger wave.
H O W O U R S T U D Y I S D I F F E R E N T
Another problem with the conventional approach to
assessing merger performance is the assumption
that the announcement effect is a strong predictor of
eventual long-term results. Recent studies suggest
that this may be far less the case than researchers
have thought. For example, a 2003 BCG study found
that a specific category of mergersthose that take
place during periods of below-average economic
growthtend to create value over the long term,
regardless of the initial announcement effect.
2
A
recent academic study provides additional evidence
that announcement effects do not necessarily predict
mid- to long-term performance.
3
Another recent aca-
demic study argues that as much as 50 percent of
the price movement in an acquirers stock at the
time of announcement has nothing to do with the
market perception of the deal but rather reflects
extremely short-term technical effects because of
merger-arbitrage short selling.
4
Our study avoids the pitfalls of typical M&A studies.
Instead of focusing on the short-term performance of
individual deals, we examined the long-termten-
yearperformance of individual companies, catego-
rized by their degree of acquisition activity. Our goal
was to determine whether the stock market rewards
acquisition-driven growth strategies. We believe
ours is the first study to take this approach.
1. See Sara B. Moeller, Frederik P. Schlingemann, and Ren M. Stulz, Wealth Destruction on a Massive Scale? A Study of Acquiring-Firm Returns in the
Recent Merger Wave, The Charles A. Dice Center for Research in Financial Economics, Ohio State University, Dice Center Working Paper no. 2003-28,
August 2003, http://ssrn.com/abstract=476421.
2. See Winning Through Mergers in Lean Times: The Hidden Power of Mergers and Acquisitions in Periods of Below-Average Economic Growth, BCG report, July
2003.
3. See Christa Bouwman, Kathleen Fuller, and Amrita Nain, The Performance of Stock-Price Driven Acquisitions, Working Paper, University of
Michigan Business School, May 2003, http://ssrn.com/abstract=404760; and Christa H.S. Bouwman, Kathleen Fuller, and Amrita S. Nain, Stock Market
Valuation and Mergers, MIT Sloan Management Review 45, no. 1 (Fall 2003), pp. 911.
4. See Mark Mitchell, Todd Pulvino, and Erik Stafford, Price Pressure Around Mergers, Journal of Finance 59, no. 1 (February 2004), pp. 3164.
12 BCG REPORT
E X H I B I T 5
PROFI TABI LI TY AND ASSET GROWTH OF HI GHLY ACQUI SI TI VE HI GH- GROWTH COMPANI ES ( I I )
Those That Generate Below-Average TSR Erode CFROI and Shrink Their Asset Base
SOURCES: Compustat; Datastream; BCG analysis.
1
Graphs begin in 1992 to capture change in gross investment for 1993 and end in 2001 because of unavailability of 2002 gross-investment data for many companies.
0
2
4
6
8
10
12
5 10 15 20 25
2001
2000
1999
1998
1997
1996
1995
1994
1993
1992
0
2
4
6
8
10
12
2001
1999
2000
1998
1997
1996
1995
1994
1993
1992
2 4 6 8 10 12 14
Median
CFROI
(%)
Weighted average cost
of capital, 1992 (estimated)
Median gross investment
index (1992 = 1)
1
Companies with 1992 CFROI below the cost of capital
Weighted average cost
of capital, 1992 (estimated)
Companies with 1992 CFROI above the cost of capital
Median gross investment
index (1992 = 1)
1
n = 2 n = 11
Median
CFROI
(%)
E X H I B I T 4
PROFI TABI LI TY AND ASSET GROWTH OF HI GHLY ACQUI SI TI VE HI GH- GROWTH COMPANI ES ( I )
Those That Generate Above-Average TSR Grow Only When Their CFROI Is Above the Cost of Capital
SOURCES: Compustat; Datastream; BCG analysis.
1
Graphs begin in 1992 to capture change in gross investment for 1993 and end in 2001 because of unavailability of 2002 gross-investment data for many companies.
Median
CFROI
(%)
Median
CFROI
(%)
0
2
4
6
8
10
12
1 2 3 4 5
Weighted average cost
of capital, 1992 (estimated)
2001
2000
1999
1998
1997
1996
1995
1994
1993
1992
Median gross investment
index (1992 = 1)
1
Companies with 1992 CFROI below the cost of capital
0
2
4
6
8
10
12
14
16
2 4 6 8 10
2001
2000
1999
1998
1997 1996
1995
1994
1993
1992
Weighted average cost
of capital, 1992 (estimated)
Companies with 1992 CFROI above the cost of capital
Median gross investment
index (1992 = 1)
1
n = 26 n = 30
holder returns almost entirely through growth.
During the period of our study, they grew by 800
percent, on average, and their cumulative TSR was
a full 58 percent greater than the market average.
Thirteen companies in the highly acquisitive high-
growth segment did not generate above-average
TSR. Why not? As the left-hand graph in Exhibit 5
shows, two of these companies tried to grow despite
a starting profitability below the cost of capital. Al-
though at first they seemed to be growing them-
selves out of their problems, this growth proved
unsustainable. Not only did their profitability
decline over the full period of the study, but they
also hit a wall in the later years and actually had to
shrink their asset base. As a result, their cumulative
TSR was a full 65 percent below the market average.
Eleven other companies (shown in the right-hand
graph of Exhibit 5) were reasonably profitable at
the beginning of the period, but their profitability
also declined over time. Their growth, too, was
unsustainable, since it came at the expense of de-
clining returns. By the end of the period, they had
to divest large parts of their portfolio. Its likely that
they overpaid for the companies they bought or,
more likely, that they were unable to realize the syn-
ergies necessary to justify the acquisitions. Their
median cumulative TSR was 31 percent below the
market average.
The performance of the highly acquisitive high-
growth companies in our sample is fully in keeping
with the principles of value management. In fact,
the best performers in our entire sample combined
high growth with high levels of CFROI, no matter
what growth strategy they pursued. Exhibit 6 seg-
ments our full sample according to each companys
level of revenue growth and CFROI: low, medium,
and high.
5
It dramatically illustrates that as CFROI
increases, so does TSR. And companies that com-
bine high CFROI with high growth generate the
highest returns of all.
The main implication of this analysis is simply
stated: the key to above-average stock-market per-
formance is to focus on growth opportunities that
yield the highest returns on capital, no matter how
that growth is achieved. To be sure, simply bulking
up on acquisitions does shareholders no good
unless the acquisitions are based on a sound acquis-
itive strategy and effective M&A capabilities. But
the equivalent is true for companies pursuing a
growth strategy driven by organic investments of
capital.
6
Although faster growers on average out-
perform slower growers, independent of the kind
of growth, return on investment is the ultimate dif-
ferentiator between above-average and below-aver-
age growth strategies.
13 Growing Through Acquisitions
5. Because of limitations in the data, we could estimate average CFROI (net of cost of capital) for only 592 of the 705 companies in our sample.
6. Although much research has been devoted to understanding why acquisitions fail, it is also important to appreciate the relative difficulty of organic
growth. For example, a BCG study of nearly 600 food launches between 1997 and 2001 found that only 9 percent achieved first-year retail sales in excess
of $50 million. See Charting Your Course, BCG Opportunities for Action, November 2003.
E X H I B I T 6
THE I MPACT OF CFROI AND GROWTH
ON STOCK MARKET PERFORMANCE, 19932002
The Most Successful Companies Combine Above-Average Growth
with High CFROI
SOURCES: Compustat; BCG analysis.
NOTE: Top and bottom quintiles excluded because of extreme values.
Average net
CFROI:
Average annual
growth rate:
0.4%
5.3%
3.4%
5.3%
13.7%
4.6%
1.2%
22.1%
3.7%
22.8%
16.6%
23.1%
2nd quintile 3rd quintile 4th quintile Median
Low
CFROI
Medium
CFROI
High
CFROI
Low
CFROI
Medium
CFROI
High
CFROI
0
5
10
15
20
25
30
13.3
10.0 9.5
7.1
6.6
19.7
Average
annual
TSR
(%)
n = 146 n = 122 n = 101 n = 51 n = 75 n = 97
Low Growth High Growth
Our research shows clearly that there is no inherent
disadvantage to growth by acquisition. But that
doesnt necessarily mean that companies should
pursue it under any and all circumstances.
Acquisitive growth makes sense only when execu-
tives can use acquisitions to create sustainable com-
petitive advantage. One requirement is world-class
M&A implementation skills. But success is first and
foremost a question of strategy. Consider three
common strategies in which acquisitions can make
a decisive contribution to competitive advantage.
7
Reducing Costs Relative to Competitors
An acquisitions-based growth strategy can be espe-
cially effective in fragmented industries, where com-
panies can use M&A to consolidate the industry and
achieve scale and cost advantage. The pharmaceuti-
cal industry is a classic example. Until the early
1990s, the industry remained relatively fragmented,
with no company responsible for more than 5 per-
cent of sales. But the last decade has seen a wave of
acquisitions. Aggressive acquirers have been able to
cut their combined cost base in administration, sales,
and R&D by 8 percent on average and by as much as
18 percent in individual cases. These cost reductions
have led to improvements in earnings performance
ranging from 20 percent to 35 percent and have
given highly acquisitive pharmaceutical companies
significant advantages over their rivals.
Pfizer is perhaps the most dramatic example in the
pharmaceutical industry of a company that has
built a strong competitive position and substantial
shareholder value, at least in part by means of
aggressive acquisition. During the period of our
study, the company combined above-average
growth and profitability to generate an average
annual TSR of 19.4 percent, outperforming the
S&P 500 by more than 9 percentage points.
Through two recent major acquisitionsWarner-
Lambert in 2000 and Pharmacia in 2003Pfizer
has transformed itself into a nearly $40 billion
company, the largest in the industry, with a market
cap that makes it one of the most valuable compa-
nies in the world. This scale has allowed Pfizer to
leverage its excellent sales and marketing capa-
bilities across a broad product base, invest in
new growth platforms, and position itself to manage
risk more effectively in an inherently uncertain
industry.
Acquiring Necessary Capabilities
Other companies use acquisitions to fill in gaps in
capability rather than wait to develop those capabil-
ities internally. Since the mid-1980s, for example,
Cisco Systems has acquired some 82 companies to
establish its dominant position in the data-network-
ing industry. Even with the massive declines in mar-
ket value incurred by Cisco in the aftermath of the
late-1990s boom, Cisco had an average annual TSR
of 28.2 percent during the ten years of our study
and outperformed the S&P 500 by nearly 18 per-
centage points.
In the fast-moving data-networking business, intelli-
gent acquisition is the most effective way to keep
pace with technological innovation. In effect, acqui-
sition has become an integral part of Ciscos R&D
strategy. More than half of Ciscos acquisitions were
made either to expand its offerings or to enhance
the functionality of its current offerings.
Cisco has developed extremely effective capabilities
in target search and selection, negotiation, and
rapid integration. The company is extremely thor-
ough in its search process. On average, it considers
three potential markets for every one it actually
enters and assesses five to ten candidates for every
deal it consummates. Ciscos experienced M&A
team works well under highly stressful conditions
Strategies for Acquisitive Growth
14 BCG REPORT
7. This section is based in part on material from Hardball: Are You Playing to Play or Playing to Win? by George Stalk Jr. and Rob Lachenauer (Harvard
Business School Press, forthcoming in fall 2004).
and keeps the company one step ahead of invest-
ment bankers in spotting opportunities and getting
deals done. Cisco also emphasizes the speed and
intensity of its integration efforts. The typical deal
takes only three months to execute. A dedicated inte-
gration staff at headquarters integrates IT systems,
sorts out the roles of new employees, creates com-
pensation plans to retain key employees, and meets
with all major customers in the first three months
after the consummation of an acquisition. Finally,
like a good venture capitalist, Cisco actively manages
its portfolio of acquisitions. It is not afraid to divest
an acquisition that isnt working out.
Building a New Business Model
Another effective strategy is to use acquisition as a
way to rapidly scale up a new business model. This
was the approach taken by the Newell Corporation
(now Newell Rubbermaid). The evolution of Newell
is a dramatic example both of the success a com-
pany can achieve by using acquisitive growth to
establish a new way of doing businessand of what
can go wrong when a company strays from its
proven strategy for acquisitive growth.
Newell began its existence in 1902 as a curtain rod
manufacturer. By the early 1970s, it was still a rela-
tively small company with less than $100 million in
revenues. But company executives had been observ-
ing the growing dominance of large, concentrated
retailers such as Kmart and Wal-Mart. The giant
retailers were selling billions of dollars worth of
merchandise supplied by myriad small manufactur-
ers with only a few million dollars in revenue. But the
proliferation of small suppliers posed logistics
headaches and quality problems for the retailers.
And the small companies often lacked the resources
to improve their offerings or fill gaps in their prod-
uct lines. Newell executives reasoned that big-box
retailers would welcome a low-cost supplier large
enough to meet them on their own termsa com-
pany that could simplify purchasing and logistics,
provide consistently high-quality products, and offer
lower prices. So Newell set out to become a one-stop
shop for megaretailers.
Over the next 25 years, Newell made some 100 acqui-
sitions. At first, the acquisitions were quite small: sup-
pliers of hardware and household products such as
door handles, paint rollers and brushes, and metal
cookware, all with revenues between $5 million and
$15 million. But as the company grew, Newell was
in a position to pull off progressively larger deals
most dramatically, its $340 million acquisition in
1987 of Anchor Hocking, a company whose sales
of $760 million were nearly twice those of Newell at
the time.
The company dramatically improved the operations of
its acquisitions, exploiting economies of scale in logis-
tics and the sales force, increasing product develop-
ment, and introducing common systems and infra-
structure. The result was an integrated low-cost vendor
that grew to more than $2 billion in revenues by the
mid-1990s and generated shareholder returns among
the highest on the New York Stock Exchange.
In the late 1990s, however, Newell stumbled. The
success of its business model depended on acquiring
a particular type of company: reasonably well man-
aged, in good standing with the big discount retail-
ers, and not so large that Newell couldnt easily inter-
vene to obtain the desired performance. But in 1999,
Newell purchased Rubbermaid, a company that met
none of these criteria. Rubbermaid had been slow to
recognize the power shift toward the large discount
retailers and had alienated them by not being
responsive to their needs. Whats more, Rubbermaid
was a $2.5 billion companyand the acquisitions
nearly $6 billion price tag made it Newells largest by
far. Because of Rubbermaids size, Newell had diffi-
culty assessing its true condition, and when
Rubbermaids troubles proved deeper and more
extensive than Newell had realized, the company
didnt have enough resources to fix them quickly.
Newells share price suffered as a result. During the
ten-year period of our study, the companys TSR per-
formance actually lagged the S&P 500 average by 2.9
percent, largely owing to the Rubbermaid deal. The
Newell story dramatically illustrates just how impor-
tant it is to focus only on the acquisitions that truly
fit a companys business strategy.
15 Growing Through Acquisitions
Experienced acquirers like Pfizer, Cisco, and
Newell have developed world-class M&A capabili-
ties. For these companies, M&A expertise has
become a competitive advantage in its own right.
But what about a company that does not have deep
experience in M&A or is trying to do a kind of
acquisition that it has never done before? How does
a company become a successful acquirer?
Companies that want to pursue acquisitive growth
need to develop three key capabilities. First, they
must embed their M&A strategy in a comprehensive
growth strategy. Second, they need to develop a far
more rigorous approach to the valuation and pric-
ing of potential targets than typically takes place in
most companies today. Third, they must learn how
to break the compromise between speed and thor-
oughness in postmerger integration. Lets consider
each of these challenges in turn.
Linking M&A to Growth Strategy
It is striking how frequently executives take what is
largely a reactive approach to M&A. A macroeco-
nomic turn, a surprise auction, or an accelerated
consolidation by competitors or customers catches
management off guard. The board demands action,
or a bidding deadline looms. Then, like a clocked
chess match, movesand mistakesrapidly unfold.
Executives focus on the deal at hand rather than on
the total universe of options. They make decisions
without fully considering their impact. Often, it is
not until after the deal is done that a strategic
rationale is made up to justify the acquisition to the
stock market. As a result, opportunities and share-
holder value are squandered.
For all these reasons, the first step toward becoming
a successful acquirer is to define a growth strategy
and determine the role of M&A in achieving itin
advance of bidding on any particular deal.
8
Its
important to dedicate resources and time to fully
understand the options well ahead of the emer-
gency board meeting, the offering memorandum,
or the lead story in the Financial Times or the Wall
Street Journal. To do this, company executives need
to ask themselves a number of questions:
What are the prospects for organic growth in our
core business?
Are there more attractive growth paths than re-
investing in the core?
If so, how far afield should we look?
What are the best means of entry?
If the answer is acquisition, how can we make sure
that we build value and that we have the necessary
capabilities?
Only when they have detailed answers to such ques-
tions will a companys executives know whether an
acquisitive growth strategy makes sense for them.
Consider the dilemma of one U.S. packaged-food
producer. The company had a dominant share in
the U.S. market in its legacy product line, but eco-
nomic trends in the industry seriously threatened
the companys long-term competitive advantage.
For one thing, the continuing globalization of the
companys big-retailer customers was transforming
its category into a global business. Dominance in a
single market was simply no longer good enough.
In addition, there were significant scale-based cost
advantages in manufacturing and distribution that
favored larger players. Most important, only a full
assortment of products in its category would enable
the company to gain and maintain a position as
category captain with the retailersa status that
would pay handsome dividends in the form of pref-
erential positioning of the companys products
in stores.
All these trends were driving a rapid concentration
in the industry, as it shifted from relatively small,
Becoming a Successful Acquirer
16 BCG REPORT
8. For a more detailed treatment of this subject, see Charting Your Course, BCG Opportunities for Action, November 2003.
local, focused players to large, multiproduct, global
giants. (See Exhibit 7.) Unless the company rapidly
followed suit, it would be unable to compete. This
put acquisition squarely on the companys strategic
agenda.
Getting a companys growth strategy right can also
shed light on precisely what kind of acquisitions
make the most sense. The factors a company needs
to look at include the basis for competition in its
industry, its own organizational competencies, and
the availability of attractive merger candidates.
For example, one durable-goods manufacturer,
observing a mix of broadly diversified and narrowly
focused players in its category, wanted to know if it
needed to diversify in order to survive. A detailed
analysis revealed that the shareholder return of
diversified players in the industry was no better
than that of focused ones. (See Exhibit 8, page 18.)
Furthermore, the manufacturer could realize few
synergies across broad categories along the value
chain because the categories had dissimilar gains
from scale. Distribution advantages also differed
depending on the point of fabrication, and major
customers did not place great value on working
with a more diversified supplier. But although
broad-based diversification did not make competi-
tive sense for the company, expansion into a nar-
rower set of related categories where the manufac-
turer had brand relevance and an advantage in
materials science did. The company is now prof-
itably following that strategy and using it to create
value for its shareholders.
Only when a company has a clear sense of its strat-
egy and the proper role of M&A can it narrow the
field of available properties. By quickly eliminating
17 Growing Through Acquisitions
E X H I B I T 7
COMPETI TI VE TRENDS I N THE GLOBAL PACKAGED- FOOD I NDUSTRY
For One U.S. Company, Industry Trends Made Acquisition a Strategic Imperative
SOURCE: BCG analysis.
NOTE: This exhibit is for illustrative purposes only. Data have been disguised for reasons of confidentiality.
Number of top-ten
geographic markets
with significant
company sales
0
2
4
6
8
10
20 40 60 80 100
Participation across category segments (%)
Company Competitors
Low costs
Global reach
Category
captaincy
all the possible deals that dont make strategic
sense, executives can devote their time to preparing
detailed dossiers on the most likely candidates and
developing a source book and game plan for active
or reactive M&A moves downstream.
Implementing High-Definition Valuation
One of the chief reasons that so many acquisitions
destroy value is the willingness of senior executives
to overpay for seemingly attractive targets in the
pursuit of synergies that either dont exist or can-
not be achieved.
9
Deal fever can infect even the
most experienced of senior executives, causing
them to talk themselves into overly optimistic esti-
mates of synergies and the potential upside in an
attempt to justify the price they think they have to
pay to win the bidding. Whats more, they often
underestimate the likely disruption to their core
business from the cost and effort of doing the deal
and carrying out the PMI.
Deciding on a reasonable price for the acquisi-
tionand avoiding overpaymentrequires careful
valuation of the combined entitys potential upside.
We advocate a far more rigorous approach to valua-
tion than most companies take. The typical ap-
proach goes something like this: the would-be
acquirer analyzes comparable transactions and
industry multiples, builds a discounted-cash-flow
model based on the stand-alone value and likely
earnings trajectory of the target, then adds overlays
for projected cost and revenue synergies. To
18 BCG REPORT
E X H I B I T 8
THE DI STRI BUTI ON OF PROFI TABI LI TY AND SHAREHOLDER RETURNS I N A DURABLE- GOODS I NDUSTRY
For This Company, Acquisition to Achieve Diversification Did Not Make Economic Sense
SOURCE: BCG analysis.
NOTE: This exhibit is for illustrative purposes only. Data have been disguised for reasons of confidentiality.
Five-year
CFROI
(%)
1
3
5
7
9
11
13
15
30 20 10 0 10 20 30 40 50
S&P 400
Weighted average
cost of capital
Five-year average
annual TSR (%)
Competitors (showing sales within industry category) Company
9. See Mark Sirower, The Synergy Trap: How Companies Lose the
Acquisitions Game (Free Press, 1997).
estimate cost synergies, executives typically use
scale-economy rules of thumb. Revenue synergies
emerge through consensus. Finally, the acquirer
mines the sellers data room, conducts site
visits, and revises the valuation based on what
it finds.
Such an approach falls short because a lot of infor-
mation that materially impacts value lies outside its
scope. The greatest information shortfall comes
when new management teams tackle their first
acquisition or when experienced acquirers weigh a
massive or game-changing transaction. In such
instances, we recommend an approach that we call
high-definition valuation.
An acquirer needs to take an all-encompassing view
of the value that might be created or lost in a
prospective transactionincluding all the external
aspects of a transaction and its indirect conse-
quences. Take the example of resource diversion.
In theory, any project with a positive net present
value justifies incremental investment. In practice,
however, time and resources are constrained, and
acquisitions rob other initiatives. For this reason,
its important to review the impact of a potential
acquisition on internal projects. For a given esti-
mate of required acquisition and integration
resources, what internal projects will be eliminated,
discounted, or delayed? How much should the
transaction upside be discounted as a result?
Answering such questions helps ensure that the
company pays only for unique, incremental transac-
tion value and that it doesnt credit the deal with
false synergy.
Its also important to quantify the costs of inaction.
Forfeiting a property to a competing bidder not
only closes off the potential upside but also exposes
the companys existing plans to a strengthened
competitor. Where and how is a competing bidder
likely to attack if it acquires the target company?
What markets would the combined footprint of
the two companies put at risk? What product
launches might this new competitor preempt with
strengthened R&D? How would its new cost posi-
tion pressure prices? Answering such questions can
help a company anticipate and minimize future
damage. It also reveals the true value of acquiring
the target.
When it comes to estimating the stand-alone value
of a target, it often pays to do original customer
research rather than base projections on historical
or average performance. For example, an acquirer
can research the targets most recent product per-
formance, interview subjects with knowledge of the
targets business (including blind interviews of
important suppliers and customers), and conduct
an in-depth study of heavy-user segments and their
consumption trends.
There are also a number of things a company can
do to test an acquisitions upside. An acquirer can
interview potential customers on the benefits of the
merger in order to substantiate the estimated rev-
enue; identify opportunities for rationalization by
assessing plants and facilities; and map the overlap
of acquirer and target patents, as well as tear down
recent product launches, to estimate combined
innovation potential.
Finally, acquirers shouldnt wait to think about post-
merger integration until after the deal closes. Pre-
merger integration exercises can simulate the inte-
gration process well before a deal is imminent.
Because its impossible to fully understand a deals
synergy potential without evaluating the integration
risks, companies should develop a set of cost and
revenue upsides with quantified probability by func-
tion, along with an implementation plan for the
resource commitments required to achieve those
benefits. If managers are made accountable for
their analyses, this exercise builds realism into the
valuation. It also provides a detailed road map for
the eventual postmerger integration.
Of course, even the most painstaking evaluation is
meaningless if the upside is squandered in the bid-
ding. A structured approach to setting opening
and walk-away price points can ensure that identi-
fied value is brought back to shareholders. And it
can inoculate management against deal fever. It is
important to establish opening bids on the basis of
precedent transactions, a conservative estimate of
value creation, and an understanding of the trans-
19 Growing Through Acquisitions
action upside and the funding constraints of
competing bidders. It is no less vital to set and
stick to walk-away price points based on an aggres-
sive but achievable estimate of the upside and of
critical thresholds for funding, dilution, and earn-
ings-per-share accretion. Finally, its essential to
develop a clear-eyed view of possible competing
bidders and their bidding potential. When an
acquirers estimated upside is based on a unique
advantage, competitors should be unable to match
its bid.
The real power of high-definition valuation is in the
timing. Every aspect of the analysis can be accom-
plished well ahead of the bidding, across a number
of worthy properties, without an offering memo-
randum, and without a data room. This type of early
valuation provides a commanding view of options
for expansive growth. It enables a potential
acquirer to move swiftly, value accurately, and bid
intelligently when the time is right.
Realizing Value Through Effective Postmerger
Integration
In the end, its not the acquisition itself that creates
value but rather the postmerger integration. This is
where the synergies that will pay for the acquisition
are actually realized. The integration process can
make or break a merger and often differentiates
experienced, successful acquirers from the less suc-
cessful ones.
Effective postmerger integration is a complicated
balancing act. On the one hand, speed is of the
essence. Potential synergies must be realized
quicklyin the first 12 to 18 months after the
dealin order to communicate to the market that
the merger is on track. Whats more, the longer sen-
ior executives are preoccupied with the internal
details of the integration, the more likely they are
to lose focus.
On the other hand, an integration has to be thor-
ough. In far too many cases, speed comes at the
expense of comprehensiveness. Because executing
a postmerger integration is such a high-pressure
activity, there is a great temptation to declare vic-
tory too early. Executives often settle for subopti-
mal decisions. Interim organizations that are more
the product of organizational politics than business
logic have a way of becoming permanent. Potential
synergies are identified but never completely cap-
tured because the organization loses its concentra-
tion. Good ideas are never thoroughly pursued. In
many cases, substantial money is left on the table as
a result.
It takes courage and persistence to challenge such
compromises and see things through to the end.
Its critical, of course, to have a structured PMI
process with clear objectives and accountabilities,
well-defined phases and timetables, and ambitious
targets with strong incentives to achieve them. But
process alone is not enough. It is even more impor-
tant to have the right mindsetan animating vision
that makes the process robust and results oriented
as opposed to simply mechanistic. Senior executives
can achieve these goals by focusing on three spe-
cific objectives.
The first is to minimize the PMIs disruptive effect
on the core business. Pulling off a successful PMI is
too important to do in magic time or assign to exec-
utives who already have important line responsibili-
ties. Tasks need to be segregated from the core busi-
ness, and the PMI needs its own organization,
responsible executives, and faster-than-normal gov-
ernance and decision-making processes. Thats why
experienced acquirers such as Pfizer, Cisco, and
Newell appoint dedicated executives and explicitly
carve out management-team time to lead their
PMI efforts.
Second, any serious PMI process needs to have a
plan in place to ensure the smooth functioning
of the core business. Companies need to be
extremely vigilant about any falloff in revenue and
ready for rapid intervention should it occur. Typical
mechanisms for doing so include early-warning
tracking systems to monitor emerging revenue
trends, special temporary incentives to ensure con-
tinuity of performance on the part of salespeople
and other key staff, and strategies to make sure
that soon-to-expire contracts arent poached by
competitors.
20 BCG REPORT
Once a company has detailed plans in place for
running both the PMI and the ongoing business, it
will find that there are many opportunities for
cross-fertilization between the two. Take the exam-
ple of a global industrial-goods conglomerate that
had recently purchased a smaller rival. As might be
expected in this highly capital-intensive business,
the initial focus of the PMI was mainly on taking
cost out of the combined manufacturing operation
of the two companies. But the global PMI effort
uncovered an unanticipated opportunity on the
revenue side in marketing and pricing.
One of the PMI teams, based in Asia, discovered
that there were no explicit rules for pricing to cus-
tomers in the same segment that bought the same
or similar products. When the team plotted its find-
ings, the result was a cloud of dots showing no dis-
cernible rhyme or reason to the prices charged to
similar customers.
When the companys executives learned of the
Asian teams discovery, they made it the focus of a
major effort: the development of a framework for
segmenting customers and setting prices that could
be applied across all the 46 countries where the
company operated. The work identified opportuni-
ties for improving the companys net margin by 1 to
2 percentage points, an enormous increase in a
business where a half-point reduction in cost is sig-
nificant. In effect, postmerger integration became
the catalyst for a major shift in the companys pric-
ing strategy.
A third way to break the compromise between
speed and thoroughness is to routinely revisit syn-
ergy targets and results in the years after the formal
integration is completed. Often during a PMI, a
company has to make decisions for pragmatic or
political, as opposed to purely business, reasons.
They may make sense at the time, but unless they
are revisited later, they can build uncompetitive
costs into the business.
Executives at one newly merged global food
company, for example, knew that their companys
international business was subscale. The logical
move would have been to create a global unit com-
bining the new companys two chief segments. But
this new organizational design faced a major obsta-
cle: the opposition of the two powerful senior
executives who headed the separate units and
believed that integrating them involved too much
business risk. The senior management team agreed
to keep the two organizations separate for the time
being. But they also made an explicit decision to
revisit the move in two years. When the time was
right, the company created an integrated global
unit and achieved the cost savings that came with
increased scale.
As important as it is to hit a companys synergy
targets, it is also important to remember that PMI
is not just a numbers game. It is a complex change
process that reknits the human fabric of the organi-
zation. Executive careers are on the line. PMI leaders
have to identify and retain key talent and persuade
the two organizations that they have a better future
together than apart. Whats more, all this must be
done in an environment that will inevitably be col-
oredand, to a degree, distortedby uncertainty
and anxiety. In PMI, this soft stuff is often the hard-
est to get right.
One company, for example, had an acquisition
disrupted by the unanticipated loss of some key
individuals from the target company on the very
first day of the PMI. A few years later, when the
company was in the process of acquiring a second
target in what was the largest acquisition in the
history of its industry, senior executives were
determined not to make the same mistake again. A
team in corporate HR developed a sophisticated
tracking tool that captured key information about
tens of thousands of employees at the acquired
company.
The system linked every employee to the most
appropriate division or department of the acquir-
ing company. It also included the employee evalua-
tions conducted as part of the integration process,
which identified high-talent personnel. The sys-
tem tracked the positions in the new combined
company for which each individual had been inter-
viewed. It also noted any offers extended to them,
whether they had accepted, their willingness to
21 Growing Through Acquisitions
22 BCG REPORT
relocate, and other pertinent information. As a
result, management had a way of tracking and
retaining high-talent employees. Just as important,
from the very first day of the PMI, all the employees
had a clear understanding of where they stood and
to whom they reported. (Among other things, they
were already included on the relevant e-mail distri-
bution lists.)
Practices like these help to make a companys ap-
proach to PMI disciplined, rapid, and thorough.
When combined with a well thought-through strat-
egy and rigorous valuation and pricing, they allow a
company to capture the full value of a potential
acquisition. Developing such capabilities puts a
company in a strong position to take full advantage
of future opportunities for acquisitive growth.
Conclusion
23 Growing Through Acquisitions
Despite negative studies and headlines, mergers
and acquisitions will continue to be an important
component in building successful strategies for
growth. Whether fueled organically, through acqui-
sitions, or by a mixture of both, growth is growth,
and any kind of growth has the potential to create
shareholder value when it achieves consistent levels
of operating returns above the cost of capital. The
winners will be companies with a clear strategy for
growth, an understanding of the conditions in
which acquisitive or organic growth makes sense, an
ability to anticipate and manage the risks involved,
and the capabilities in place to deliver on their
strategic goals.
The debate should not be about whether an acquis-
itive or an organic strategy creates the most value,
but when and under what circumstances to grow
through M&A and when to grow organically. Its not
about avoiding or embracing acquisitions but
rather about how to build a growth strategy that will
create a substantial cash return on the investment.
24 BCG REPORT
Thinking Differently About Dividends
BCG Perspectives, April 2003
Managing Through the Lean Years
BCG Perspectives, February 2003
Taking Deflation Seriously
BCG Perspectives, January 2003
New Directions in Value Management
BCG Perspectives, November 2002
Making Sure Independent Doesnt Mean Ignorant
BCG Perspectives, October 2002
Treating Investors Like Customers
BCG Perspectives, June 2002
Back to Fundamentals
The 2003 Value Creators report by The Boston Consulting Group,
December 2003
Winning Through Mergers in Lean Times: The Hidden Power of Mergers
and Acquisitions in Periods of Below-Average Economic Growth
A report by The Boston Consulting Group, July 2003
Succeed in Uncertain Times: A Global Study of How Todays Top
Corporations Can Generate Value Tomorrow
The 2002 Value Creators report by The Boston Consulting Group,
October 2002
Dealing with Investors Expectations: A Global Study of Company
Valuations and Their Strategic Implications
The 2001 Value Creators report by The Boston Consulting Group,
October 2001
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