In the evolutionary lifetime of a successful company, decision makers will evaluate various methods of business expansion. This article discusses financial aspects of mergers (including acquisitions) and international expansion. Successful mergers require a strategic plan and effective financial analysis. As an alternative to mergers, business decision makers may consider strategic alliances. International expansion offers business challenges, including currency exchange rate fluctuations, political climate, social climate, and a myriad of financing options. Growth brings financial opportunities and challenges. As a growing company steps into the unknown it faces both risks and rewards along the path to expansion. It will succeed or fail, depending upon choices it makes and how well it manages the various risks along the way.

In the evolutionary lifetime of a successful company, the decision makers will evaluate various methods of business expansion. Some of the more common methods for an organization to expand beyond their present state are doing more of the same, change to a different business focus, merge with (or acquire) another organization, and consider markets in other countries. This paper will discuss the financial aspects of mergers (including acquisitions) and international expansion.

As a company expands, it faces new challenges in most areas of its business operations. Growth brings many unique financial opportunities and challenges. A growing company must step into the unknown, encountering both risks and rewards along the path to expansion. The company will succeed or fail, depending upon choices it makes and how well it manages the various risks along the way.

Merging with another company is a risky proposition, whether it is by forming a new business entity or continuing operations as the acquiring company. Unfortunately, about half of the companies that combine through mergers fail to increase the value of the new organization (Deloitte Research, 2003, p. 1). This paper will concentrate on the half that succeeded.

Mergers and acquisitions have been prevalent in the United States for more than 100 years and began to take on significance in the 1960s (Hunt, 2004, p. xlv). As of the writing of this paper, the ten larges acquisitions ever had a value of about $919 billion (see Table 1). It is interesting to note that this record-setting financial activity all happened within the past ten years. With nearly a trillion dollars on the line, there was significant motivation on the part of the parties involved to get it right.

Towers Perrin (2001) suggests six aspects of successful acquisitions and mergers: merger and acquisition strategy, strategic alliances, pricing, strategic due diligence, post-merger integration, and measuring success (p. 3). While there is no guarantee that this is a recipe for success, it appears the companies that succeed follow some variation of these proven aspects.

Successful companies align their merger and acquisition (M&A) strategy, as well as over-all corporate strategy, with clearly defined detailed objectives (Towers Perrin, 2001, p. 5). Everything related to the acquisition must relate to the established M&A strategy. It is one of the most important foundations to a successful M&A project.

For sake of discussion, let us assume that the most important aspect of the organization is customer service. The organization is all about the customer experience; it is the main point the company leadership and public attribute to the success of the firm. It is the overarching strategy that takes priority over all else.

LePala, Davis, & Parker (2003) assert that “the least understood impact of a merger or acquisition is its impact on the customer experience” (p. 279). Whatever the results of financial analysis reveal, if those evaluating an acquisition do not consider the customer experience, the M&A project may fail. Maintaining sight of detailed objectives to lead toward a positive customer experience will keep the project on the right path toward success.

Successful companies actively evaluate alternatives to mergers and acquisitions to find the best business model for their particular situation (Towers Perrin, 2001, p. 9). Sometimes a merger does not create the best synergy for two companies to succeed. In many respects, strategic alliances and mergers have much in common. Instead of merging their identities, the two entities build on their individual strengths and create a greater synergy than would be possible as a new organization.

The business world is full of strategic alliances. Celebrity endorsements have become an extremely successful strategic alliance business model for many companies. A example of celebrity endorsement is the George Forman Grill (see Figure 1).

Figure 1, Celebrity Endorsement
(http://www.grillingwithgeorge.com/)

Salton, a company that designs and sells small appliances (www.saltoninc.com), partnered with George Foreman, a former world-champion boxer, to form a very successful business venture. Instead of merging into a single entity, both Salton and George Foreman retained their independent identities, yet supported a common goal: sell grilling machines.

Another interesting strategic alliance was the unlikely duo of Lind and Barnum. In 1850, Jenny Lind -- the Swedish Nightingale -- a famous international soprano opera and concert star, partnered with P.T. Barnum, “who was perhaps the greatest entrepreneur and showman of all time” (Towers Perrin, 2001, p. 9). Lind teamed with Barnum to promote her singing tour of the United States in 1950-1952. Both made money on the deal. Additionally, Lind completed the most successful tour of her career and Barnum “established himself in the mainstream of entertainment” (Towers Perrin, 2001, p. 9). Upon hearing of the alliance, Greta, one of Lind’s closest friends, prophetically proclaimed, “Now there is no doubt that you will be the greatest singer in the world!” (Headland, 2005, p. 93). This was a successful strategic business alliance.

Of course, strategic alliances are not without their problems. In 1996, Global One was formed as a strategic investment alliance between Deutsche Telekom, France Telecom, and Sprint. By 1999 the alliance fell apart, because the alliance partners could not agree on how to run the new organization (Kuglin & Hook, 2002, p. 216). As with any other business venture, it is best to coordinate the business details before signing the paperwork.

Successful companies evaluate the target company and determine its fair market value based on current and future business needs in light of clear financial objectives (Towers Perrin, 2001, p. 13). There are many methods to determine the fair market value of an organization.

Table 2 lists some of the methods used to analyze company financials. These financial tools can be used to determine a company’s fair market value. It is beyond the scope of this paper to go into the details of each of these ratios. There is an abundance of literature available for those interested in more information.

It is important to note that the best financial analysis compares the ratios from Table 2 in a historical perspective. The numbers are much more meaningful when compared to numbers from other periods in time instead of relying on a single financial snapshot on a particular day.

In addition to evaluating financial reports, the potential purchaser of a business must consider the value of intangible assets in arriving at a bottom-line fair market value for the company. Studies have revealed that in the 1960s and 1970s intangible property represented only about 30 percent of the total value of a company. Today, intangible property represents approximately 70 percent of a company’s total value (Darby, 2006, p. 285). That is a lot for something you can not touch.

This leads to the distinction between ultimate value and acquisition price. The ultimate fair market value only can be determined by history. Looking back, after an acceptable period, will reveal the true value of the transaction (Rock, Rock, & Sikora, 1994, p. 189). The best anyone can hope for before consummating the deal is that an agreed-upon acquisition price is close to the ultimate fair market value.

Hunt (2004) recommends determining the true fair market value by considering three factors:

1. Look at the stand-alone value of each party to the transaction.
2. Look at the transaction related values for the target company.
3. Analyze the proposed transaction and assess its possible impact on the surviving corporation (merger analysis). (p. 16)

Stand alone value.

The stand alone value is the value of a target company today, without considering any acquisition deal (Hunt, 2004, p. 17). Using a valuation method, such as discounted cash flow analysis or some other acceptable method, establishes a benchmark value for the company. It is used as the basis for establishing a current fair market value.

Transaction related value.

Transactional values assist in establishing the value of a target company in light of other deals done in the industry (Hunt, 2004, p. 17). If there is enough merger activity in the industry, a benchmark fair market value may be determined by historical indications. If there are other companies similar to the target company which have been sold in the recent past, their selling prices may be used to compare with independent analysis to determine the current fair market value of the target company.

Merger analysis value.

Merger analysis studies the impact of the merger on the surviving company (Hunt, 2004, p. 18). It is based on historical evidence of what happened to other companies in similar situations. One method to evaluate the deal is called contribution analysis. It establishes the relative fairness of the deal to both company’s shareholders by analyzing the two company’s contribution to revenues (Hunt, 2004, p. 86). An analysis of contributions may indicate that the target company’s stock holders will contribute 50% of the new company’s income, but receive only 30% equity in the new company’s stock. This analysis would reveal that this transaction might not make sense to the target company’s investors (Hunt, 2004, p. 86).

Successful companies carefully explore what is behind the numbers, not just on contractual and financial issues (Towers Perrin, 2001, p. 17). It is important to do a deep and sophisticated investigation and analysis of a target company on both financial and strategic fronts. Cullinan, Le Roux, & Weddigen (2004) observed that successful due diligence revolved around the following four basic questions:

• What are we really buying?
• What is the target’s stand-alone value?
• Where are the synergies—and the skeletons?
• What’s our walk-away price? (¶ 3)

Financial due diligence is hard work. It involves careful investigation of mountains of financial records, accompanied by appropriate audits and spot checks. Sometimes, investigators must see through the smoke screen of financial tricks. Cullinan, Le Roux, & Weddigen (2004) share there experience about a few of the most common examples of financial trickery used by target companies:

• Stuffing distribution channels to inflate sales projections. For instance, a company may treat as market sales many of the products it sells to distributors -- which may not represent recurring sales.
• Using overoptimistic projections to inflate the expected returns from investments in new technologies and other capital expenditures. A company might, for example, assume that a major uptick in its cross selling will enable it to recoup its large investment in customer relationship management software.
• Disguising the head count of cost centers by decentralizing functions so you never see the full picture. For instance, some companies scatter the marketing function among field offices and maintain just a coordinating crew at headquarters, which hides the true overhead.
• Treating recurring items as extraordinary costs to get them off the P&L. A company might, for example, use the restructuring of a sales network as a way to declare bad receivables as a onetime expense.
• Exaggerating a Web site's potential for being an effective, cheap sales channel.
• Underfunding capital expenditures or sales, general, and administrative costs in the periods leading up to a sale to make cash flow look healthier. For example, a manufacturer may decide to postpone its machine renewals a year or two so those figures won't be immediately visible in the books. But the manufacturer will overstate free cash flow -- and possibly mislead the investor about how much regular capital a plant needs.
• Encouraging the sales force to boost sales while hiding costs. A company looking for a buyer might, for example, offer advantageous terms and conditions on postsale service to boost current sales. The product revenues will show up immediately in the P&L, but the lower profit margin on service revenues will not be apparent until much later. (Cullinan, Le Roux, & Weddigen, 2004, ¶. 6)

Even if a specific item has a legitimate and justifiable value on the books, it must be evaluated in light of the strategic reasons why the company is an acquisition target in the first place. Strategic due diligence requires a thorough investigation of successively deeper layers of a company that reveal the most important parts of the deal (Towers Perrin, 2001, p. 19).

Strategic due diligence is not easy. It involves considerable investment in effort and money to conduct proper strategic due diligence. The risks are great and the rewards may be unknown. The purpose for a thorough due diligence effort is to mitigate the risks and accurately define as many of the rewards as practical.

Successfully merged companies execute well-planned integration programs focusing on not only financial issues, but organizational and cultural issues as well (Towers Perrin, 2001, p. 21). Successful mergers need to consider the resultant business culture of the new business entity (Deloitte Research, 2003, p. 5). Barbara Braun, vice president for merger integration at Hewlett-Packard (HP), quoted by Deloitte Research (2003), shares an aspect of the merging of HP and Compaq in her insightful observation;

“The easiest thing to do with culture is to simply choose one company’s culture as dominant,” said Braun. “However, we believed it was important to get the best of both HP’s engineering culture and Compaq’s marketing culture. We wanted to blend the best of both cultures to create a new culture for the merged company.” (Deloitte Research, 2003, p. 5)

There is more to a company than just the bottom line. “A strategy focused on the financials ignores where value is created in all organizations -- at the customer and employee levels” (LePla, Davis, & Parker, 2003, p. 278). It is imperative for success that the leaders of the newly-formed organization ensure organizational and cultural issues are addressed. Any problems must be resolved quickly and effectively for the organization to succeed to its fullest potential.

Successful companies establish the right criteria up front, before committing to M&A activities, then measure success against these pre-defined criteria (Towers Perrin, 2001, p. 25). It is important to identify the methods which will measure success before committing to any merger or acquisition project. Massoudi (2006) suggests 35 success factors for mergers and acquisitions (see Appendix for list of success factors).

Towers Perrin (2001) cautions against two major pitfalls: the failure to monitor performance against standards and the temptation to relax the standards (p. 25). It is reasonable to assume that all M&A managers start out with noble intentions. Many even establish a list of performance standards. Unfortunately, as the project progresses, they get so tied up in the minutia of negotiations and the work of putting together the deal that they fail (for whatever reason) to monitor their progress.

An ancient proverb tells of a man who took pity on his camel during a night in the desert and allowed the camel to stick its nose in his tent to escape the cold night. Gradually, the camel found its way inside the tent, forcing the man out into the cold (Onuchukwu, 2003, pp. 125-128). Some managers may fall into the proverbial trap of relaxing the standards and, before they realize what is happening, they trade places with the camel.

A sub-set of mergers and acquisitions is the acquisition of an international organization. Additionally, an expanding company may wish to start a new business entity in another country. Sometimes there is a point in the business life-cycle when a decision maker needs to consider international markets. Whether a company expands with the acquisition of an established international firm or through pioneer efforts in a new foreign market, international expansion poses its own unique set of challenges.

Looking beyond one’s own country’s border is a necessity in today’s business climate. “It is virtually impossible for any country to isolate itself from the impact of international developments in an integrated world economy” (Block & Hurt, 2008, p. 627). Any company that seeks future expansion must consider international markets. Some of the specific challenges a company faces when they choose to expand across international borders are currency exchange rates, political climate, social climate, and financing options.

Fluctuating currency rates are of primary concern to any organization involved in international sales. Many corporations list currency fluctuation as major strategic risks. Here are what some major U.S. corporations said about exchange rates in their 2006 annual reports:

3M:

Foreign currency exchange rates and fluctuations in those rates may affect the Company's ability to realize projected growth rates in its sales and earnings. Because the Company derives more than 60% of its revenues from outside the United States, its ability to realize projected growth rates in sales and earnings could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies. (3M, 2006 Annual Report, p. 8)

Coca-Cola:

Fluctuations in foreign currency exchange and interest rates could affect our financial results. We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including the euro, the Japanese yen, the Brazilian real and the Mexican peso. In 2006, we used 63 functional currencies in addition to the U.S. dollar and derived approximately 72 percent of our net operating revenues from operations outside of the United States. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies. Because of the geographic diversity of our operations, weaknesses in some currencies might be offset by strengths in others over time. We also use derivative financial instruments to further reduce our net exposure to currency exchange rate fluctuations. However, we cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, would not materially affect our financial results. In addition, we are exposed to adverse changes in interest rates. When appropriate, we use derivative financial instruments to reduce our exposure to interest rate risks. We cannot assure you, however, that our financial risk management program will be successful in reducing the risks inherent in exposures to interest rate fluctuations. (Coca-Cola, 2006 Annual Report, pp. 13-14)

General Electric:

It is our policy to minimize currency exposures and to conduct operations either within functional currencies or using the protection of hedge strategies. We analyzed year-end 2006 consolidated currency exposures, including derivatives designated and effective as hedges, to identify assets and liabilities denominated in other than their relevant functional currencies. For such assets and liabilities, we then evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar. This analysis indicated that there would be an inconsequential effect on 2007 earnings of such a shift in exchange rates. (General Electric, 2006 Annual Report, p. 61)

Intel:

Although most of our products are priced and paid for in U.S. dollars, a significant amount of certain types of expenses, such as payroll, utilities, tax, and marketing expenses, are paid in local currencies. Our hedging programs reduce, but do not always entirely eliminate, the impact of currency exchange rate movements, and therefore fluctuations in exchange rates, including those caused by currency controls, could negatively impact our business operating results and financial condition by resulting in lower revenue or increased expenses. (Intel, 2006 Annual Report, p. 17)

Figure 2, U.S. Dollar to Euro Exchange Rate
(http://finance.yahoo.com/currency/convert?from=USD&to=EUR&amt=1&t=5y)

Figure 2 illustrates how currency fluctuation can affect cost projections over a five-year period. Any company that invested in expansion into the European Union in 2003, where the Euro is the currency used for business transactions, realized an approximate 25% drop in the effective purchasing power of the U.S. dollar. That could have been a fatal shock to the financial health of a business had a financial decision maker not anticipated or reacted in time to this significant change in value.

To help mitigate the financial shock of fluctuating currency exchange rates, responsible financial managers do the best they can to track exchange rate fluctuations and adjust accordingly. A common method for dealing with foreign exchange risk is the use of hedge funds. There are various types of hedge funds, but the basic tenant of this practice is to arrange with a third party to convert one currency to the other at a fixed rate through the use of forward-looking financial instruments.

Over the years, companies have developed elaborate and detailed foreign currency management programs. Some involve strategies like switching cash and other current assets into strong currencies; at the same time increasing debt and other liabilities in weak currencies (Block & Hurt, 2008, p. 639). Whatever program the company chooses, the decision maker must give serious consideration to the effects of currency exchange fluctuations.

“One of the oldest concepts in international law is that each nation has absolute and total authority over the events occurring within its territory” (Mann & Roberts, 2005, p. 992). When a company chooses to cross the border into another country, they become a guest subject to the laws and regulations of the host country. Differences in laws between countries may help or hinder business operations. It is imperative that the company’s decision makers understand the difference and plan for the consequences of working with the political rules of the host country.

Block & Hurt (2008) tell us that since the 1970s, “more than 60 percent of U.S. companies doing business abroad suffered some form of politically inflicted damage” (p. 642). That significant historical statistic indicates that more than half of future international business opportunities also will need to deal with political issues. Political instability has forced many once well-known U.S. companies out of business. Three examples are: Anaconda Copper Mining Company, ITT Company, and Occidental Petroleum Corporation (Block & Hurt, 2008, p. 642).

Anaconda Copper Mining Company opened its doors for business in 1895 and closed them forever in 1977. At one time it "owned more than one-third of the world's copper reserves and accounted for 20% of the world copper production" (Wigmore, 1985, p. 58). Because of declining copper production in the United States, Anaconda invested most of its capital in the Chuquicamata copper mine in Chile. When Salvadore Allende was elected President of Chile, he nationalized all the mines in Chile, including the jewel of Anaconda’s corporate crown. The company never recovered from that political event called expropriation (where a government takes over the assets of a foreign company).

ITT (International Telephone and Telegraph) Company grew from a small telephone company in Puerto Rico, started by Sothenes and Hernand Behn, into a major player in the telecommunications industry. ITT maintains manufacturing facilities in the United States and Europe (Coe, 1995, p. 56). ITT lost an estimated $150 million when its Peruvian Compañia Peruana de Teléfonos (CPT) was nationalized in 1969 (Huurdeman, 2003, p. 561). While this incident did not put ITT out of business, it created a significant financial hit from that single political event.

On May 15, 2006, Occidental Petroleum Corporation was kicked out of Ecuador, leaving behind more than 132 oil wells and a potential $1 billion loss (Business Week, 2006, ¶ 2). Similar situations occurred during 2006 in Venezuela (Chevron Corp. and Royal Dutch Shell PLC) and Bolivia (Brazil’s Petrobrás) (Business Week, 2006, ¶ 3). The jury is still out on the long-term affects these events will have on the oil industry.

Two popular strategies to mitigate foreign political impacts are joint ventures and special business insurance. A company may join with an established local entrepreneur or enter into a joint venture with firms from other countries (Block & Hurt, 2008, p. 642).

A U.S. government agency called Overseas Private Investment Corporation (OPIC) provides assistance and insurance to companies wishing to operate in foreign countries. OPIC’s “mission is to mobilize and facilitate the participation of United States private capital and skills in the economic and social development of less developed countries and areas, and countries in transition from nonmarket to market economies” (http://www.opic.gov/about/mission/).

The Export-Import Bank of the United States is a government agency started more than 70 years ago. It is the “official export credit agency of the United States” who’s mission is to “turn export opportunities into real sales that help to maintain and create U.S. jobs and contribute to a stronger national economy” (http://www.exim.gov/about/mission.cfm).

Company Loans.

It is in the best interest of all parts of a company for a new foreign subsidiary to succeed, so it is of no surprise that a source of capital for a foreign affiliate frequently comes from the parent company or sister affiliates. There are many methods for a parent firm to get money to its foreign affiliate. Bock & Hirt (2008) suggest a firm consider a parallel loan arrangement depicted in Figure 3.

Figure 3, Typical parallel loan arrangement.
(Bock & Hirt, 2008, p. 644)

Bock & Hurt (2008) give several reasons why a company should consider a parallel loan arrangement instead of a direct loan. Among these reasons include “foreign exchange risk, political risk, and tax treatment” (p. 644).

Eurodollar Loans.

The London Interbank Offered Rate (LIBOR) is the basis for determine the rate for the Eurodollar market (Bock & Hirt, 2008, p. 645). The Eurodollar market is a generic term meaning U.S. dollars deposited in foreign banks.

Since Eurodollar deposits in these financial institutions are relatively free from regulation by the U.S. Federal Reserve system, they can operate on narrower margins and pass the savings on to their customers (Investopedia, 2007, ¶ 3). Because of the lack of regulation and lower costs, many international businesses use their services.

Eurobond Market.

Eurobonds, frequently issued in U.S. dollars, are underwritten by an international syndicate of banks and security firms (Bock & Hirt, 2008, p. 646). Similar to the Eurodollar market, Eurobonds are subject to less restriction than bonds traded in U.S. markets. The Eurobond market is a “highly developed system for underwriting and distributing debt securities to international investors (Smith, 1992, p. 56). Lower regulation costs, limited disclosure rules, and favorable tax treatment make this market attractive to firms financing international business operations (Bock & Hirt, 2008, p. 646).

International Equity Markets.

A firm might want to use an internal company loan to finance its international operation. However, this is not possible in some countries. Some countries require the majority of ownership of a foreign affiliate remain in the hands of local citizens, either initially or after a determined period of time (Bock & Hirt, 2008, p. 646).

To overcome the affiliate ownership in these countries, several international firms, such as ExxonMobil, General Electric, Ford, and IBM sell shares of their stock to stockholders from various places around the world (Bock & Hirt, 2008, p. 646). This “selling of common stock to residents of foreign countries is not only an important financing strategy, but it is also a risk-minimizing strategy for many multinational companies” (Bock & Hirt, 2008, p. 647).

The leading international equity market is the London Stock Exchange (MacMenamin, 1999, p. 81). There are several reasons why the international equity market is strong and active. Among the reasons, MacManamin (1999) cites deregulation, liberalization, and increasing privatization of business in many countries (p. 81).

International Finance Corporation.

The International Finance Corporation (IFC) was established in 1956 as a unit of the World Bank Group. It is an international organization owned by at 119 countries who are members of the World Bank (Bock & Hirt, 2008, p. 648).

The IFC assists new ventures to find financing and helps established firms to expand. Their main purpose is to help a company “earn a ‘local license’ to operate” (Butler, Dankerlin, Miller, & Nigam, 2001, p. 5). Additionally, the IFC assists a firm in tracking development issues, facilitating public consultation, building positive relationships and goodwill with governments, assist in staff development, and improve morale among local employees (Butler, Dankerlin, Miller, & Nigam, 2001, p. 5).

There are many methods a company can use to facilitate their own grow. M&A and international expansion offer many avenues toward success. It is important for a company to appropriately research any firm it intends to purchase. Successful mergers require a strategic plan and effective financial analysis. As an alternative to mergers, business decision makers may consider strategic alliances.

International expansion offers unique business challenges, including currency exchange rate fluctuations, political climate, social climate, and a myriad of financing options. It may offer a path to financial success for a company, but the path is lined with pitfalls which the prudent manager will learn to avoid (or exploit).

Business growth brings financial opportunities and challenges. As a growing company steps into the unknown, it faces both risks and rewards along the path to expansion. The company will succeed or fail depending upon choices it makes and how well it manages the various risks along the way.

NOTE: Other considerations for future study include: language, culture, customs, currency, power distance, masculinity, femininity, time, long term orientation, and the level of uncertainty avoidance in each country evaluated.

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