5.The impact on, and reaction of, stakeholders to takeovers and
mergers
The least
risk option for expanding a business is the internal, organic method. However,
this approach is time-consuming and requires a large amount of effort despite being
low risk. A quicker option for expanding a business is the external, inorganic
method. Two effective methods of growing externally are mergers and
takeovers/acquisitions. A merger involves an agreement between management and
shareholders of two, usually relatively similar-sized, companies to integrate
operations and identities in hope for higher profit margins and increase in
share value. Neither company takes full control over the other via this method
of integration, instead both companies take up a new identity and are managed
by a common board of directors. Takeovers are another way of external growth
but in comparison to mergers its entirely one sided. Takeovers involve one
company acquiring controlling stake of the target business (50% or more of the
share capital). The acquiring company purchases and absorbs the operations of
the target company resulting in the target company becoming a subsidiary or
fully absorbed by the acquiring company. Acquisitions are a relatively quick
and effective method of expanding but also involves a certain amount of risk
due to the amount of capital investment involved and the tainted brand image
that comes another company taking
control of the other (even when these acquisitions are on friendly terms). In an
integration of companies will likely have a large effect on stakeholders, since
change of any kind can be associated with feelings of uncertainty and anxiety.
Stakeholders are any individual or group of individuals that have influence on
a particular business, whether that is internally, externally, connected or
unconnected. A takeover/merger could affect stakeholders in multiple negative ways.
Shareholders will be concerned about the worth of the shares they own and the
amount of dividends they produce. Employees will be concerned about the amount
of potential job cuts needed which are expected as the business will need to
pay off large overheads after a large acquisition. Suppliers will be concerned
with the idea that they might not be needed anymore due to the synergy effect
allowing the acquiring business to take advantage of other suppliers which are
perhaps cheaper, more efficient or closer to target market. Customers will be
concerned with the amount of choice that will be available if a large business
is taking advantage of potential monopolistic power to be extremely
competitive.
Employees
are often some of the most affected stakeholders when a takeover and mergers
occur. Employees often lose theirs jobs, get reduced pay and their working
conditions and the amount of work itself could become increasingly more
difficult. Kraft’s takeover of Cadbury showed that concerns like the above are
rational since during the takeover Kraft stated that there were 4500 jobs that
were not assured and could be cut if needed. Kraft also made an agreement before a takeover that it
would watch an underperforming factory in Somerdale carefully, with no
immediate option for redundancies, but after the takeover, Kraft ‘axed’ 400
employees’ jobs and shut down the factory. After this change of direction by
Kraft, many employees from other factories feared for the loss of their jobs. In the next few months Kraft announced that
it was to axe another 200 jobs in other factories through voluntary redundancy
or redeployment. These job cuts will result in less
efficient and ultimately less productive workforce due to decreased amount of
staff therefore hindering revenue and profits. It is possible that employees
will be demotivated due to the higher workload expected of them. This is likely
to contribute to lower productivity and increase in labour turnover and
absenteeism resulting in potentially increased costs due to acquiring new
suitable employees and supplying the appropriate training. However, the fact
that Kraft was forced by law to give out the appropriate amount of redundancy
pay, based on performance, to all employees who had lost their jobs due to it
being made redundant should be considered.
Shareholders
are another stakeholder who are affected by takeovers and mergers. Shareholders
can often have the integrity of their investment questioned due to the
potentially large difference in share price and dividends received once an
acquisitions/merger has occurred. This difference in dividends could be due to
disappointing performance post-acquisition resulting lower profits or loans
used to acquire the company and expand the business could fluctuate the
dividends due to a higher gearing ratio. Kraft
takeover of Cadbury showed that shareholders can become displeased and will
oppose a takeover if it affects them financially. Legal & General, one of
Cadbury’s largest shareholders, expressed that they felt that Cadbury’s shares
were worth more than people were willing to sell them foe and that Kraft’s
offers were underestimating the long term value of the company. Felicity Loudon,
a distant family member of the Cadbury founders, also felt that shares were
worth more and urged shareholders to reject Kraft’s 850p a share proposal but
this also could have been on grounds of sentiment as well. However, the
dividends they received for the entire year (for 2009) were 18p which was a 10%
increase on the previous year. The shareholders who sold also gained premium
prices of 850p, an increase on the previous 770p, which were even promoted by
the Cadbury’s chairman at the time who stated that it was fair price and urged
shareholders to accept the offer as it wasn’t likely that the share price would
be that high anytime soon.
The government are another stakeholder who can be
affected by a large takeover/merger but unlike most other stakeholders, they
can have a significant influence on the outcome of a takeover bid. The
government look at two large companies integrating carefully as they have
potential to affect the economy positively or negatively in significant manner.
If a takeover/merger is unsuccessful it could result job loss which would in
turn result in an increased amount of people applying for unemployment
benefits, such as jobs seekers allowance, which can have large affect on the
economy as its essentially tax money being spent in non-priority areas. In the
case of Kraft’s takeover of Cadbury, the government did worry about this
scenario above because Kraft could have had intentions to shut down at least 8
factories and move them to North America since that where the company’s
headquarters is based and Kraft had already mentioned that several jobs were
not safe. Other than job cuts contributing to more benefits being given out,
the factories themselves were a good tax earner. However, all these aspects are
usually considered during the long period of time when the acquiring company
makes a takeover bid meaning if after all the appropriate research the
government felt that the takeover/merger wouldn’t be successful and would cause
a unnecessary job loss, decrease in competitiveness or economic decline in a
industry then the government would decline the bid and justify it reasons.
In conclusion, I believe takeover/mergers have a
potential to affect a lot of different people but whether that is positively or
negatively is sceptical and depends primarily on the businesses involved,
circumstances at the time of takeover and/or the economic climate. Ultimately,
Shareholders and employees seem to be affected the most compared to other
external stakeholders. In the case of Kraft and Cadburys, the events that
followed the takeover was mostly positive even if the takeover it itself was
essentially hostile and gained a lot of controversy due to Cadburys holding a
large sentiment to many people and the uncertainty that it was going be
successful under a North American company, despite whether the government felt
that the takeover was an appropriate valid venture. After the takeover, it’s
often hard to compromise when it involves all stakeholders. In Kraft’s case it
was choice between pleasing its shareholders and pleasing its employees.
Obviously shareholders hold more power as they have invested money into to business,
however if employees are treated insufficiently then productivity will decrease
and after a time-consuming and expensive takeover, the prospect of lower
profits isn’t going to help achieve the original expectations which could
contribute to a unsuccessful business venture and ultimately that will affect
all stakeholders. Kraft chose to increase dividends to keep the shareholders
happy but due to compromising that is needed they had to make a certain amount
of redundancies to still allow them to pay there overheads which caused panic
for all remaining employees because they know there jobs aren’t safe and could
‘axed’ if the company feels it has to or has a better option elsewhere. The
choice to favour shareholders has also caused the government to suffer
financially as well due to reduced tax being gained because of the factories
closing and tax earnings being used for benefits.
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