eyes wide open - bcgeyes wide open d espite the well-documented risks of cross-border mergers and...

Eyes Wide OpenManaging the Risks of Acquisitions in Rapidly

Developing Economies

F

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Eyes Wide Open �

Despite the well-documented risks of cross-border mergers and acquisitions (M&A) in rapidly

developing economies (RDEs), multinationals have continued to invest heavily in these markets. From 2002 through 2006, the volume and value of cross-border M&A in RDEs increased by 10 percent per year, on average, with five RDEs—Brazil, China, India, Mexico, and Russia—accounting for the lion’s share of the transactions.

The principal reason for this surge in interest in RDEs isn’t difficult to fathom: RDEs are expected to fuel global economic growth in the future. Cheap credit has also contrib-uted to the boom, at least until recently, as BCG discussed in its latest M&A report, The Brave New World of M&A: How to Create Value from Mergers and Acquisitions.

However, the upswing in M&A activity in RDEs also reflects a growing recognition that the chal-lenges of acquiring businesses in these markets are not quite as daunting as previously thought, according to a new BCG survey.

Our survey, which was based on interviews with executives who had collectively been involved in more than 20 successful acquisitions in RDEs, found that 75 percent of executives considered acquisitions more difficult in RDEs than in developed markets. However, when it came to extracting synergies from targets in RDEs, 69 percent of our sample said that the challenges were generally no greater than those in

developed markets, while the remaining 31 percent said that the challenges were only somewhat more difficult. (See Exhibit 1.)

The biggest difficulty, these execu-tives said, is understanding, accept-ing, and managing the full spectrum of risks before the deal is closed. In particular, they cited four major obstacles that can add to the caul-dron of risk and uncertainty: lack of

Eyes Wide OpenManaging the Risks of Acquisitions in Rapidly Developing Economies

Much moredifficult

How would you rate the challenges of realizingsynergies from targets in RDEs compared with

targets in developed markets?

Somewhatmore difficult

Similar

Somewhateasier

Much easier

Percentage of responses

0

0

0

0 50 100

31

69

Exhibit 1. Synergy Realization Is Generally No More Difficult in RDEs Than in Developed Markets

Source: BCG survey.

� The Boston Consulting Group

information about the market and the target, regulatory pitfalls, limited deal-structure options, and the human and cultural complexities of dealing with entrepreneurs and family-owned corporations in RDEs.

This Focus, which is based on the findings of our survey, discusses how the top M&A players in RDEs deal with these and other obstacles. The bottom line is that success depends on fully understanding the risks and then fully accepting or rejecting them. Acquirers cannot afford to do things in halves. Moreover, they have to invest significant time and resources—not just to minimize the possibility of postclosure surprises but also to gain the full support of senior management and ensure that the investment is commensurate with the potential size of the market. Without top-level support, the deal will either collapse or fail to exploit the full opportunity.

There is no doubt that there are significant opportunities to add value through M&A in RDEs. According to an internal BCG study, more than two-thirds of the companies that invest in RDEs outperform the market within one to three months of the announcement of a deal. By comparison, only slightly more than one-third of companies making acquisitions in both developed and developing economies outperform the market in the same period. But to secure and sustain these gains, executives need a rock-solid under-standing of the risks.

As one executive involved in a large transaction in China explained, “Making an acquisition in an RDE

requires taking higher risks—but it’s not just about high risks, high returns. You have to assess all the risks and then make a judgment about what is acceptable and unacceptable risk. Some of our competitors underestimated the risks and are now suffering.”

The Challenges of Acquiring Companies in RDEs

Whether acquirers suffer or thrive will depend on how skillfully they meet four critical challenges: securing sufficient and reliable information about the market and the target, dealing with regulatory issues, contending with limited deal-structure options, and managing cultural differences.

Insufficient and Unreliable Information About the Market and the Target. Sixty-eight percent of the companies in our survey said that the lack of sufficient and reliable information was the most significant hurdle in making acquisi-tions in RDEs. (See Exhibit 2. For information on the survey itself, see the sidebar “Survey Methodology.”) Evaluating the size and potential of the market is especially problem-atic—partly because of the absence of sophisticated market-research companies in RDEs but also because reporting requirements in these regions tend to be less rigorous and less strictly enforced. In many cases, data are scant or unreliable. In China, for example, one of the natural resources companies in our sample discovered that “there were

Lack of sufficient and reliableinformation

What are the most significant challengesin making acquisitions in RDEs?

Regulatory framework andmanaging relationships with

regulators and other local officials

Lack of deal structure options

Target management’s lack offamiliarity with M&A process

Other

Percentage of responses0 50 100

68

63

26

16

26

Exhibit 2. The Top Acquisition Challenge in RDEs Is Access to Sufficient and Reliable Information

Source: BCG survey.Note: The numbers total more than 100 percent because the participants in our survey were invited to provide multiple responses to this question.

Eyes Wide Open �

no market data to help us judge the validity of an acquisition,” while a telecommunications company found that the “market projections were far too aggressive.” In another instance, a research company estimated the magnitude of a market to be more than twice its possible size.

Securing reliable data about targets can be equally frustrating. Difficul-ties include incompatible accounting standards, incomplete records of transactions (especially in cash-driven economies), and unsophisti-cated information systems. “The [target’s] system was not able to produce reliable data, making it very difficult to evaluate the risk and return,” said an executive of a financial services company. In addition, detailed, long-term histori-

cal data are often unavailable or have not been disaggregated by geographic market, sector, or business unit. “Creative accounting” also can be a problem.

Unclear and Often Poorly Enforced Regulations. Although regulatory challenges vary substan-tially by country and sector—and in some cases are not even an issue—they are considered the second biggest obstacle, overall, to closing a deal. The complexity of laws and regulations in RDEs was one of the most commonly cited problems, often extending the time it takes to finalize a transaction and sometimes presenting unwanted surprises. “It took us nine months to understand the regulation and taxation issues [in India],” said one executive. Another

company discovered, after months of digging through statutes, that it would not be entitled to the target’s tax concessions if it acquired the business. “This was a very material issue because tax breaks accounted for a significant part of the valua-tion,” noted one of the company’s executives.

Moreover, the drive to privatize state assets and open previously protected sectors to foreign investors in certain countries is not always supported by clear regulatory guidelines. “We spent a significant amount of time and effort educating the regulators because there was no precedent for transactions of the type that we were proposing,” said one executive. And even when the regulatory framework is in place, it is not necessarily adhered to. An executive from a major consumer-goods company that is active in the M&A market in Latin America noted that “many local companies are operating in gray areas, and we couldn’t do that.”

Limited Deal-Structure Options. Many RDEs do not yet have suffi-ciently sophisticated legal and regulatory frameworks to accommo-date the creative deal structures that are often used in industrialized countries. For example, mechanisms might not be in place for dealing with restrictions on foreign owner-ship of assets or for repatriating earnings. Such a problem is generally not a deal breaker, but it can add to risk and complexity. “In some situations we have not been able to limit our risk exposure as we may have done in a developed market for similar transactions,” said one executive operating in Central and

We conducted interviews with executives who have proven track records in acquisitions in RDEs. Through our survey, we were able to identify the major challenges, obstacles, and risks—and the essential groundwork required to take them on and overcome them.

Participants in Our Survey. Our survey was based on interviews with executives—both senior manage-ment and M&A experts—who had been involved in 31 deals in 30 RDEs over the past five years (from 2002 through 2006), either as acquir-ers or as bidders. We looked in detail at 20 successful transactions.

RDEs Included in Our Survey. The 30 countries we chose to include in our survey were selected on the

basis of minimum levels of GDP, size of population, and other criteria. These RDEs are Argentina, Bangladesh, Brazil, Chile, China, Colombia, the Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Pakistan, Peru, the Philippines, Poland, Romania, Russia, South Africa, South Korea, Sri Lanka, Taiwan, Thailand, Tunisia, Turkey, Ukraine, United Arab Emirates, Venezuela, and Vietnam.

Issues Analyzed in Our Survey. The questionnaires that we used to conduct our interviews with executives covered three main issues: the rationale for an M&A deal, the acquisition itself, and postmerger integration.

Survey Methodology


Eastern Europe (CEE). Another commented, “In hindsight, we should have avoided the complex deal structuring, because it did not work out. The legal regime [in a South Asian country] did not allow for the tax-saving structures we were propos-ing, and we lost precious months resolving that issue.”

The Complexities of Cultural Differences. It can take time, diplomacy, and substantial doses of empathy to understand and make the most of owners’ emotional ties to their businesses and the complex webs of relationships that are sometimes woven around their companies. “M&A in Asia is not only about valuation. There are emotion-al elements involved. In one case, we had to spend a lot of time making the owners comfortable that we would uphold their reputation, since the company bore the family name,” said the executive of a large diversi-fied company. “Patience and empa-thy were key to gaining trust,” added another. Investigative skills are also required. “Understanding the target’s exposure to and dependence on business relationships with some vendors and associates who were related to previous owners was crucial,” said an executive.

Although postmerger integration (PMI) is generally considered no more difficult in RDEs than in developed markets, there are several RDE-specific challenges, predomi-nantly involving human relations. Not surprisingly, cultural differences are at the top of the list: 83 percent of executives said that this was the biggest PMI challenge. (See Exhibit 3.) In particular, executives cited a

reluctance among local RDE staff to accept Western best practices. “Some people perceived the processes and procedures as inefficient and time consuming,” noted one acquirer. Another pointed to difficulties in “changing the mindset from ‘produc-tion’ to ‘sales and marketing.’” However, not all of the problems lie with the targets. Acquirers also are often guilty of focusing excessively on the traditional source of value in developed markets—cost syner-gies—at the expense of growth opportunities.

Essential Ingredients for Success

Successfully meeting the challenges of acquisitions in RDEs requires a mix of five essential ingredients:

securing senior management commitment, developing local intelligence and market knowledge, fostering relationships with owners and regulators, focusing on the human dimension during PMI, and remembering that growth is the biggest driver of superior sharehold-er returns.

Securing Senior Management Commitment. One of the recurring themes from the executives who participated in our survey was how often deals fail to materialize because the acquiring company’s senior management lacked commit-ment to the proposed acquisition. “Of course, commitment from senior management and the board is essential in any acquisition, but it becomes far more critical when

Cultural differences

What are the biggest postdeal challenges in RDEs?

Transferring best practices

Adapting global strategyand business model


83

72

50

28

11

6

11

People issues

Managing relationships with distributors and suppliers

Regulatory challenges

Other

Exhibit 3. The Biggest PMI Challenge in RDEs Is Dealing with Cultural Differences


Eyes Wide Open �

doing deals in RDEs,” said an executive involved in M&A in CEE. “RDEs have large uncertainties, and unless senior management is convinced [that the risks and rewards are understood and can be managed], the chances are that a competitor will beat you to the winning post.” Gaining top-level support necessitates understanding, promoting, and truly committing to the opportunity.

Invest in understanding the market. Simply sending a business-develop-ment or M&A team to an RDE to scout for deals will rarely provide senior management with the level of comfort required. Securing buy-in from senior management calls for an ironclad case—rooted in a detailed, firsthand understanding of the practical realities of the market. And this requires a significant investment of resources, including establishing a deal team on the ground. (See the discussion below on developing local intelligence and market knowledge.)

One successful acquirer, for example, had a small team in India for three years before it made an acquisition. It is also prudent to invest in exter-nal advisors and market research to gain an impartial perspective. High-level executives should make regular visits to the market so that they appreciate its “warts and all” realities and are able to answer questions raised by board members.

Bring the true risks and rewards to life. Give senior management the opportunity to experience the reality of the market themselves. “You can make all the presentations you like back at your headquarters, but that

is no match for your top brass spending time in the region,” said a veteran of numerous deals in Asia. “In my experience, the most effective solution is to combine an official presentation with a two-to-three-day retreat in the region so that they gain

a feel for the market and meet some of the players. The dynamics of your discussions are very different from that moment on, and it’s often a case of preaching to the converted.”

Push for a serious commitment to the market. The speed of development of many RDEs means that there is little time for procrastination. As soon as the support of the top team is won, senior management should match its confidence in the market’s potential with a commensurate investment. An experienced acquirer advised, “Don’t always take the path of ‘let’s establish a very small operation so we can learn the market.’ Often a small presence ensures that the market continues to be immaterial to the company. You have to give it a serious shot.” A U.S.-based consum-er-goods company recently did precisely that. It made a $5 billion acquisition in an RDE—its biggest investment to date.

Developing Local Intelligence and Market Knowledge. Without sufficient and reliable information about the market and the target, it is

impossible to assess the true risks and know how to manage them—increasing the probability of failure. Fifty-five percent of the executives we surveyed cited in-depth and reliable knowledge about the market and the target as a fundamental building block to assessing and managing the risks. (See Exhibit 4, page 6.) Obtaining as full and true a picture as possible is critical to the success of acquisitions in RDEs.

Establish an on-the-ground deal team. It is essential not only to build relation-ships and trust with local players but also to gain insights into local cultures and practices—to “read between the lines” when information is limited. An on-the-ground, experi-enced deal team with strong investi-gative skills is especially important.

As one executive explained, “In my early years in Asia, I could never understand how extremely wealthy owners ran companies with such poor financial results. But once you removed the expenses—the overin-flated cost of supplies from related companies, the apartments in London—you realized that the business was actually quite healthy.”

It is also essential that the deal team does not operate in isolation. It is particularly important that it regular-ly communicate its findings to head-quarters—highlighting concerns and caveats as well as opportunities. The deal team should be supported by regular visits from strategic person-nel who can provide a broader (“forest from the trees”) perspective and highlight issues that senior management thinks require more detailed examination.

Obtaining as full and true a picture

as possible is critical to the success of

acquisitions in RDEs.


Identify reliable sources of information and challenge them. A combination of in-house and third-party expertise should be employed to collect and analyze data about the market and the target. International companies and consultants might seem the logical choice for an external perspective, but unless they have a well-established presence in the market, local players can often be a better source of information. When assessing the target, it is advisable to pay more attention to its track record and regional profile than to its international reputation. In all cases, data should be challenged from a

variety of perspectives to unearth inconsistencies—especially when the target is a family-owned or small to medium-sized publicly listed company. Although “creative accounting” is not an endemic problem in RDEs, common tricks tend to crop up in the recording of payments to related companies and personal expenses.

Fostering Relationships with Owners and Regulators. Owners, regulators, and other stakeholders in RDEs are still wary of outside investors. Winning their trust is critical.

Reach out to owners and management with the goal of obtaining an exclusive deal. In developed markets, institu-tional shareholders tend to control companies. But in RDEs, many businesses are still owned by families and individuals. And these business owners often are interested in more than just the financial details of the transaction. Their heritage, the good name of the business, and the future of long-standing relationships with local suppliers—who often are family members—all come into play.

Taking the time to understand their concerns and win their trust, notably by establishing personal relation-ships while demonstrating the mutual benefits of the transaction, is essential. “We spent significant time with the owners and showed our empathy for their problems,” said an Internet executive involved in a deal in India. An executive from another company, which secured a telecom-munications merger in China, added, “Building a personal relationship with the CEO helped the transaction go through.”

These types of relationships, how-ever, don’t happen overnight. They need to be developed and nurtured, often over long periods of time, reinforcing the importance of having a local team in the market. More critically, acquirers should proactive-ly reach out to owners and manage-ment to secure an exclusive deal—an essential measure for reducing costs and risks. A surprising 55 percent of the deals in our survey were negotiated exclusively, with no competitive pressures. “We approached our joint-venture partner [in Russia], and it responded

In-depth and reliable knowledgeabout the target and the market

What factors are most important to increasing the chancesof successful acquisitions in RDEs?

Exclusive accessto the deal

Proactive interaction withthe target’s management

and shareholders


55

An experienced deal team

Proactive interaction withregulators and other local officials

The ability to bid higher thancompetitors

50

55

45

20

35

Assessing risks

Managing risks

Exhibit 4. In-Depth and Reliable Information Is the Foundation for Assessing and Managing the Risks of Acquisitions in RDEs


Eyes Wide Open �

positively to our acquisition propos-al,” said one acquirer. Another commented, “We approached the owner and educated him about the potential value of our running the business.”

One way to reduce the time it takes to identify potential targets and develop relationships is through local intermediaries. “Our local invest-ment bank was good at guiding us and had a local network,” said a European consumer-goods company that was moving into Russia. A diversified business operating in Southeast Asia found its intermediar-ies equally useful: “Our sources suggested that the owner might want to sell his company because his son did not want to run it. We offered to continue his legacy and got an exclusive deal.”

Educate regulators about the value of the transaction. Regulators in RDEs are sometimes reluctant to give the green light to foreign acquisitions of domestic businesses because of protectionist policies and vested interests of local competitors, among other considerations. To overcome this obstacle, it is important to enlighten regulators about global market and deal trends and to demonstrate the advantages that multinationals can bring to both the industry and the economy as a whole.

Specific concerns, such as the possibility of job losses, also need to be proactively allayed. “The regula-tors allowed us to acquire the compa-ny after we managed to convince them of the value that we could bring to the country,” said a financial

services company in South Asia. Regulators can also be understand-ably wary of breaking new ground. An executive from a diversified company that was among the first to acquire a bank in one Asian market noted that regulators needed to be

educated about how the process operated in other countries and its advantages.

Focusing on the Human Dimen-sion During PMI. PMI can make or break an acquisition. And as BCG highlighted in Powering Up for PMI: Making the Right Strategic Choices—the first in our new series of reports on PMI—success depends, to a great extent, on planning ahead and having most of the PMI building blocks in place before a deal is closed. Although the issues that need to be addressed are largely the same across all markets, there are several challenges that acquirers need to pay particular attention to in RDEs. These include cultural differences, the need to protect and develop local talent, and the importance of transferring best management practice. Acquirers must also not assume that “the West knows best.”

Approach cultural differences sensi-tively. Cultural differences are an occupational hazard in most M&A, but in RDEs the gulf can be signifi-cant—especially in countries that

have only recently opened their markets to foreign investors or in which there are distinctly different value systems. It is important, right from the outset, to map out the differences and potential points of conflict, as well as a route for surmounting them. The new “rules of play” should be spelled out clearly at the start.

Our survey suggests that the most successful acquirers deal with cul-tural differences swiftly but sensi-tively. For example, an acquirer might make symbolic gestures to demon-strate that the target’s core values—which often reflect local values— will be respected and upheld. “We decided to design the new office as it was under the previous owner to show we were committed to Indone-sian values,” said an executive with a large consumer-goods company. “Staff also still wear the acquired company’s uniform, reinforcing the company’s unique identity.”

Identify and retain top local talent. In mergers in RDEs, the target, not the acquirer, usually has the greatest local expertise, and this expertise is often concentrated in the hands of a limited number of individuals—typically the owner and a few senior managers. It is critical to identify and approach these individuals early on, before the deal is closed, to convince them of the opportunities ahead and assure them of their continued role in the business. Retaining top talent is particularly important in RDEs because the demand for high-quality employees often outstrips supply.

“Having a local CEO who knows the market well is also important,” said

It is important to demonstrate the advantages that

multinationals bring to the economy.


an executive in our survey. Another claimed it is equally vital that the senior team speak the local language: “When the business language of the acquired company is different and top managers do not converse in the local language, it can make gaining credibility and trust a big challenge.”

Add value by transferring management best practices. “We decided to keep the local management team because the business is quite distinct from what we have, but we also exposed them to management best practices,” said a telecommunications executive. And one of the most effective ways to transfer best practices is to bring in experienced managers from other parts of the business.

In fact, transferring best-practice management processes and deploy-

ing experienced management teams are considered the top two ways to add value to an acquisition in an RDE. (See Exhibit 5.) However, this approach often needs to be support-ed by a broad-based talent-develop-ment plan for local employees, including clear career paths. “We had to educate and retrain staff before we could implement new processes,” said a financial services provider.

Keep an open mind. Learning is a two-way street: not only does the target learn from the acquirer, but the acquirer learns from the target.

“The key to successful acquisitions is having an open mind and being able to learn from the acquired compa-nies,” said one M&A veteran. “In our case, we learned business practices that we could export to other

developing markets and, in some instances, even to our developed markets.”

An executive with a leading natural-resources company noted, “There are no universal best practices. We learned the hard way that some of the target’s business processes worked much better in the local market than our standard operating procedures.”

Remembering that Growth Is the Biggest Driver of Superior Share-holder Returns. The vast majority of the companies in our sample acquired businesses in RDEs to increase their growth rates. Seventy percent of the executives said their companies went down this road to gain access to a new geographic market, whereas 30 percent stated that their company’s goal was either to increase market share or to gain access to a new product market or segment.

Other reasons included expanding distribution (20 percent of responses) and securing distribution (10 per-cent). None of the executives said that their company’s aim was to reduce costs or improve capital efficiency.

However, many acquirers that enter RDEs are often stuck in a “developed world” mindset of optimizing cost synergies and ignore valuable oppor-tunities to fuel revenue growth—the primary driver of long-term total shareholder returns in top-quartile companies. “It’s essential that the postdeal merger team is not filled with people who have a cost-reduc-tion mindset,” advised an executive

Best-practicemanagement processes

What are the most important ways in whichacquirers add value to acquisitions in RDEs?

Brand equity

Access to a broader market


83

61

33

22

11

Experiencedmanagement teams

Best-practicebusiness model

Financial stability

Other

22

22

Exhibit 5. Best-Practice Management Processes and Experienced Management Teams Are the Top Two Advantages that Acquirers Deliver to Acquisitions in RDEs


Eyes Wide Open �

from a leading natural-resources company.

Pivotal Questions for CEOs

There is no doubt that acquisitions in RDEs offer significant opportunities to increase shareholder returns, provided the deals make strategic sense. But CEOs need to enter these markets with their eyes wide open to the risks, supported by a well-formulated plan to deal with the challenges. And this involves asking some pivotal questions.

How well do you know the markets and main players in your chosen RDEs? Can you quantify the size and potential of the markets with accuracy and certainty? Do you have sufficient insight into the major players? If not, how do you intend to plug these information gaps?

◊

Is your senior management fully committed to investing in RDEs? Do they understand the full risks and opportunities? Have they spent quality time visiting the markets and meeting the major players?

Do you have experienced deal teams on the ground scouting for opportu-nities and developing relationships with the main players and intermedi-aries? Have the teams done deals in RDEs before? Do they have established relationships and networks of contacts in your target RDEs? Do they spend enough time in these markets to gain sufficient insights? And do they have adequate resources to develop the necessary information about the markets and prospective targets?

Are you ready to act now and move into your chosen RDEs? Do you have a list of potential targets and their

◊

◊

◊

key stakeholders? Do you under-stand the regulatory environment and have a strategy to sway it in your favor if it doesn’t suit your objectives? How well do you know the regulators, including their concerns and aspirations? Also, do you know how your investor base will react to a likely play in a particular RDE?

Armed with the answers to these questions, CEOs will be much better prepared to assess and manage the risks of acquisitions in RDEs—and to fully seize the opportunity.

�0 The Boston Consulting Group

About the AuthorsAndrew Clark is a partner and managing director in the Singapore office of The Boston Consulting Group. You may contact him by e-mail at [email protected].

Dinesh Khanna is a principal in the firm’s Singapore office. You may contact him by e-mail at [email protected].

Yulius Yulius is a consultant in BCG’s Jakarta office. You may contact him by e-mail at [email protected].

AcknowledgmentsThe authors would like to thank the following members of BCG’s edito-rial and production teams: Barry Adler, Katherine Andrews, Gary Callahan, Keith Conlon, Angela DiBattista, and Pamela Gilfond.

For Further ContactFor inquiries about the Corporate Development practice, which sponsored this report, please contact the practice’s global leader:

Daniel Stelter Senior Partner and Managing Director BCG Berlin [email protected]

For a complete list of BCG publications and information about how to obtain copies, please visit our Web site at www.bcg.com/publications.

To receive future publications in electronic form about this topic or others, please visit our subscription Web site at www.bcg.com/subscribe.

© The Boston Consulting Group, Inc. 2007. All rights reserved.1/08

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