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| Title: | 企業合併整合評估：跨國企業台灣分公司之個案研究 |
| Authors: | 葉倪秀
Anita N.H.Yeh |
| Contributors: | 張逸民
Yegmin Chang
葉倪秀
Anita N.H.Yeh |
| Keywords: | 企業合併整合評估
Merger/ Acquisition
Post-merger integration
Product management process |
| Date: | 2006 |
| Issue Date: | 2009-09-14 09:52:18 (UTC+8) |
| Abstract: | The merger integration process in one of the most critical stages of the deal, and getting a good price is important, but not as important as making sure the deal works. There have been several theses discussing the merger process as well as the importance of post-merger integration, focusing on culture melding or financial system synergy.
This study focuses on the post merger integration process of a subsidiary of MNC in Taiwan. The parent company in the past few years have acquired two MNCs and experienced two large global scale integration processes in which the Taiwan subsidiary followed the HQ directives to undertake acquisition integration of the two acquired firms’ local subsidiaries. The integration of two other local subsidiaries provides a rare opportunity to investigate the post-acquisition process occurred in a MNC context. The finding throws light on the post-acquisition process at the subsidiary level and how the process related to the parent’s global strategy of merger and acquisition.
All three subsidiaries involved are mainly marketing and sales organizations. Therefore, this study would focus on the integration of marketing and sales functions.
This study chose the case study research methodology because the pharmaceutical industry is the industry the research is most familiar with and there is no other case, either a subsidiary or a company, having experienced similar M&A. The researcher found the case company-subsidiary is a unique one, because of the two M&A it experienced, presenting a rare opportunity for studying M&A at subsidiary level. The case study approach investigated deeply the two complete M&A integration process. The case study approach relies on researching the parent and subsidiary history, academic literature on M&A, and in-depth interview with key executives of the subsidiary to identify key activities and decision points in the whole integration process. The research discovers that successful melding of cultures and integration of product management helps post-acquisition growth, and organizational learning played a key role in utilizing the first M&A experience to accelerate the subsequent merger-integration activities.
Key words: Merger/ Acquisition, Post-merger integration, Product management process
The merger integration process in one of the most critical stages of the deal, and getting a good price is important, but not as important as making sure the deal works. There have been several theses discussing the merger process as well as the importance of post-merger integration, focusing on culture melding or financial system synergy.
This study focuses on the post merger integration process of a subsidiary of MNC in Taiwan. The parent company in the past few years have acquired two MNCs and experienced two large global scale integration processes in which the Taiwan subsidiary followed the HQ directives to undertake acquisition integration of the two acquired firms’ local subsidiaries. The integration of two other local subsidiaries provides a rare opportunity to investigate the post-acquisition process occurred in a MNC context. The finding throws light on the post-acquisition process at the subsidiary level and how the process related to the parent’s global strategy of merger and acquisition.
All three subsidiaries involved are mainly marketing and sales organizations. Therefore, this study would focus on the integration of marketing and sales functions.
This study chose the case study research methodology because the pharmaceutical industry is the industry the research is most familiar with and there is no other case, either a subsidiary or a company, having experienced similar M&A. The researcher found the case company-subsidiary is a unique one, because of the two M&A it experienced, presenting a rare opportunity for studying M&A at subsidiary level. The case study approach investigated deeply the two complete M&A integration process. The case study approach relies on researching the parent and subsidiary history, academic literature on M&A, and in-depth interview with key executives of the subsidiary to identify key activities and decision points in the whole integration process. The research discovers that successful melding of cultures and integration of product management helps post-acquisition growth, and organizational learning played a key role in utilizing the first M&A experience to accelerate the subsequent merger-integration activities.
Key words: Merger/ Acquisition, Post-merger integration, Product management process
ACKNOWLEDGEMENTS i
ABSTRACT i
CONTENT i
LIST OF FIGURE i
LIST OF TABLE i
CHAPTER 1 INTRODUCTION 1
1.1 Research Motivation 1
1.2 Research Objectives 5
1.3 Research Methodology 6
CHAPTER 2 LITERATURE REVIEW 8
2.1 Mergers / Acquisitions at A Glance 8
2.1.1 The Objective for M/A 8
2.1.2 The History of M/A 9
2.1.3 M/A Activities in Pharmaceutical Industry 11
2.1.4 Future Respective for M/A 1
2.2 Merger Process 17
2.2.1 Pre-merger Strategy 19
2.2.2 Post-merger Strategy 1
2.3 Challenges of Post – Merger Integration 1
2.3.1 Embracing the Concept of Change 1
2.3.2 Setting Priorities 1
2.3.3 Sharing Information and Effecting Corporate Understanding 1
2.3.4 Melding Cultures 1
2.3.5 Forging a New Corporate Identity 1
2.3.6 Determining Managerial Roles and Responsibilities 1
2.3.7 Effecting Teamwork and Cooperation 1
2.3.8 Combining Corporate Functions and Internal Processes 27
2.3.9 Aligning Capabilities, Services, and Products 27
2.3.10 Measuring Results 27
2.3.11 Maintaining Flexibility 28
2.4 Strategies for Integration 28
2.4.1 Analyzing and Aligning Corporate Cultures 32
2.4.2 Employee and Organizational Communication Strategies 35
2.4.3 Designing the Merged Firm’s Organizational Structure: A Framework for Decision Making 39
2.4.4 Aligning Products and Product Management Processes 40
2.4.5 Postmerger External Communication Strategies Supporting the Merger’s Launch 42
CHAPTER 3 CASE BACKGROUND 1
3.1 Pfizer 1
3.2 Warner-Lambert 1
3.3 Pharmacia 1
3.4 Merger Process Happened In HQs 1
3.4.1 Pfizer + Warner-Lambert 1
3.4.2 Pfizer + Pharmacia 50
3.5 Subsidiaries in Taiwan 54
CHAPTER 4 INTEGRATIONS IN TWO MERGERS 1
4.1 Products Alignment 1
4.2 Restructuring 1
4.3 Culture Melding 76
CHAPTER 5 DISCUSSION AND CONCLUSION 1
5.1 Are the Mergers the Same 1
5.2 Conclusion 83
REFERENCES 86
GLOSSARY 1
LIST OF FIGURE
Figure 1-1 Root Causes of Deal Disappointments 3
Figure 1-2 Research Framework 9
Figure 2-1 Wheel of Fortune 18
Figure 2-2 What Integration Managers Do 1
Figure 3-1 Business Unit Type Organization 1
Figure 3-2 Geographic Territory Type Organization 1
Figure 3-3 Organization Chart for Pfizer Sales/ Marketing Division before Merger 1
Figure 3-4 Organization Chart for Pfizer Marketing Division before Merger 1
Figure 3-5 Organization of Pfizer Sales Division before Merger 57
Figure 3-6 Organization Chart for Warner-Lambert Sales/ Marketing Division before Merger 58
Figure 3-7 Organization Chart for Warner-Lambert Marketing Division before Merger 58
Figure 3-8 Organization Chart for Warner-Lambert Marketing Division before Merger 59
Figure 3-9 Organization Chart for Pharmacia Sales / Marketing Division before Merger 1
Figure 4-1 Growth Share Matrix – Boston Consulting Group 1
Figure 4-2 Marketing Organization Effective On Sep. 2000 1
Figure 4-3 Marketing Organization Effective On April 2001 1
Figure 4-4 Marketing Organization Effective On April 2003 1
Figure 4-5 Marketing Organization Effective On June 2005 1
Figure 4-6 Sales Organization Effective On Sep. 2000 70
Figure 4-7 Sales Organization Effective On July 2002 71
Figure4-8 Marketing Organization effective On July 2002 72
Figure 4-9 Sales Organization Effective on April 2003 73
Figure 4-10 Marketing Organization Effective on July 2004 74
Figure 4-11 Sales Organization Effective on June 2005 74
LIST OF TABLE
Table 2-1 History of M/A 1
Table 2-2 Mergers and Acquisitions in The Pharmaceutical Industry Over $500 Million, 1992-1998 1
Table 2-3 Corporate Culture and Value 1
Table 3-1 Pfizer Annual Financial Report, 2004 1
Table 4-1 Major Products in Pfizer and Warner-Lambert Based on Therapeutic Area 1
Table 4-2 Major Products in Pfizer and Pharmacia Based on Therapeutic Area 1
Table 5-1 Comparison of 1st Merger with 2nd Merger Activity Occurred within Pfizer 80
Table 5-2 Revenue and Market Share Data of Pfizer, Warner-Lambert and Pharmacia (from 1999 to 2004) 82 |
| Reference: | 1. Carr R, Elton G, Rovit S and Vestring T., European Business Journal 2004 p.161-166
2. Aiello R.J. and Watkins M.D. (2000) “ The Fine Art of Friendly Acquisition” Harvard Business Review - November- December 2000
3. Pablo A.L. (1994). “ Determinants of Acquisition Integration Level: A Decision-Making Perspective”, Academy of Management Journal, 37:803-36
4. Lindgren U. and Spangeberg K. (1981) “Management of the post –acquisition Process in Diversified MNC’s, in Lars Otterber ( ed.), The Management of Headquarters- subsidiary Relationships in Multinational Corporations. Gower: Aldershot.
5. Clemente M.N. and Greenspan D.S. (1998) “ Winning at Mergers and Acquisitions”
6. Bernthal P., Court B. and Brand B., “Merger and Acquisition Study Report”, Development Dimensions Int’l, Inc. MCMXCVII
7. Gaughan P.A., Merger, Acquisitions and Corporate Restructuring, p.18-54 John Wiley & Sons, Inc.
8. Margolis J. and Knoop C.I., (2004) “ Aventis SA (A): Planning for a Merger” Harvard Business School 9-404-003 June
9. Bradley S. and Weber J., (2003) “ The Pharmaceutical Industry: Challenges in the New Century” HBS Case No. 703-489(Boston: Harvard Business School Publishing, 2003)
10. Silora M., (2000) Mergers & Acquisitions Journal, Sep. v 35 i8 p.6
11. Ashkenas R.N., Demonaco L.J. and Francis S.C. (1998) “Making the Deal Real – How GE Capital Integrates Acquisitions” Harvard Business Review – January – February 1998
12. Ashkenas R.N. and Francis S.C., (2000) “ Integration Managers: Special Leaders for Special Times” Harvard Business Review November- December 2000
13. Pfizer Ltd – http://www.pfizer.com/Pfizer / history/
14. Bradley S.P and Sandoval M., (2000) “The Drug Wars: Pfizer’ Hostile Bid fir Warner- Lambert in 1999” Harvard Business School 9-701-009 December
15. Warner-Lambert – http://www.pfizer.com/pfizer/history/2000.jsp
16. Pharmacia -http://www.pfizer.com/Pfizer/history/2003.jsp
17. Taiwan IMS( Intercontinental Marketing Service) Health data from 1999 to 2004 |
| Description: | 碩士
國立政治大學
國際經營管理碩士班(IMBA)
91933003
95 |
| Source URI: | http://thesis.lib.nccu.edu.tw/record/#G0919330031 |
| Data Type: | thesis |
| Appears in Collections: | [國際經營管理英語碩士學程IMBA] 學位論文
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