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Processes of Mergers and Acquisitions

CHAPTER ONE: INTRODUCTION

1.1 Background

Mergers and acquisitions (M&A’s) have become the dominant mode of growth for firms seeking competitive advantage in an increasingly complex and global business economy (Adler, 1997). According to (Schuler et al, 2003) a merger happens when two companies agree to join their operations together to form a new company in which they participate as equal partners. On the other hand, in an acquisition, one firm buys a controlling or full interest in another firm with the understanding that the buyer will determine how the combined operations will be managed.

ultimately, wealth increases for shareholders in the acquiring company. In practice, however, acquisitions often produce disappointing results. An example to illustrate this is a study by Mercer Management Consulting who looked at 150 acquisitions worth more than 500 million dollars. The Mercer study concluded that 50 percent of the acquisitions eroded shareholder value, while another 33 percent created only marginal returns. (Hill, C.W. L, 2007, pg.504).Another study by a stream of empirical researchers examined the post-acquisition performance of companies and has generally failed to find consistent evidence of improvements in shareholder wealth after post acquisition stage. These findings appear to hold both in the short run (Firth 1980; Franks and Harris 1989; Higson and Elliot 1998:16-20) and in the long run (Gregory 1997; Kennedy and Limmak 1996; Sudarsanam and Mahate 2003:13-50).These findings reveal that mergers and acquisitions may not yield successful results relative to the sought advantages. This is indeed worrying and raises questions about the value creation of mergers and acquisitions.

An important factor affecting the performance of mergers and acquisitions is the transfer of knowledge between the two units. Knowledge transfer is critical to the performance of knowledge creation and in leveraging knowledge for greater organisational performance (Von Krough et al., 2000). Therefore, there is a need for efficient knowledge transfer in mergers and acquisitions. In international mergers and acquisitions, two cultures are combined, and also two systems of knowledge and insights are integrated. In order to develop and sustain competitive advantages for the knowledge-intensive firm, strategic management should enable the development and sharing of new knowledge and other resources.

It is believed today by numerous researchers and managers that knowledge is one of the strongest sources of sustainable competitive advantage for Multi National Corporations (MNCs). The importance of developing and sharing knowledge in order to stay competitive for the future has been underlined by many. (Grant, 1996).

There are two forms of knowledge which are tacit and explicit knowledge. “Tacit knowledge is not easily expressible and therefore difficult to communicate to others. Explicit knowledge on the other hand, is formal and systematic so can therefore be easily communicated.” (Nonaka and Takeuchi, 1995, pg.98). Tacit knowledge is non-linguistic, as it deals with the processes of the mind that is interested in reasoning and analysis. The data it renders is non-numeric, and is codified as personal or biased. From the above-mentioned definition of tacit knowledge, it can be seen as something that is rooted on experiences, deeply attached or related to emotions, is connected with the ideals, ethics and emotions of the subject. Explicit knowledge on the other hand is being codified when it is interpreted, used, and shared.

These forms of knowledge transfer can be affected by various factors which can be catogorised as organisational and individual factors. These can become barriers if not managed properly because they have a significant impact on knowledge transfer. This dissertation would therefore focus on the key organisational factors that affect the transfer of knowledge. The paper will establish the relationship between these factors and knowledge transfer in international mergers and acquisitions. These factors are flexible structures, organisational culture, communication and Information technology. (Ives et al., 2003 and Spender, 1996)

1.2 ?ignifi?ance of the Study

Over the last few years there has been an upsurge in interest among scholars on the importance of knowledge management in firms. This is because in successful organizations, their main advantage comes from the knowledge of their employees. In the past mergers and acquisitions were mainly conducted to obtain wealth. However, in recent years multinational corporations (MNC’s) emphasize on the knowledge assets that can be gained from mergers and acquisitions. Thus, “techniques for archiving, transferring, and increasing knowledge are fundamental factors for the high quality performance of organizations” (Maurer, 1999). When companies undertake acquisitions in an international setting the challenge to transfer knowledge becomes more crucial therefore tacit and coded knowledge must be managed and developed in order to obtain an efficient transfer process.

This dissertation will therefore examine the organisational factors that influence the transfer of both tacit and explicit knowledge in acquisitions and the role the organisational factors play in the knowledge transfer process. This paper will begin by reviewing relevant literature on knowledge, knowledge management, transfer of knowledge in acquisitions and the organisational factors that influence the process, Chapter 3 will discuss a summary of the methodology. The results of the abovementioned objectives will be presented in Chapter 4 and a critical and analytical discussion of all results is presented in Chapter 5. Conclusions are then made from the analysis and discussion in the previous sections in Chapter 6.

To conduct this study, a semi structured interview will be conducted on two financial institutions engaged in an acquisition. The study will identify the key organisational factors that influence the transfer of both tacit and explicit knowledge in the acquisition, the effect of the organisational factors in the transfer process and the factor that has the greatest impact on transfer of knowledge. The focus of the case study will take place in the banking sector .This is because it is part of the global financial sector, which pursues a high level of International mergers and acquisitions.(IM&As).

The findings of this study will benefit employees as well by giving light to the actions taken by their respective organizations to aid them cope with the changes brought about by the relationship between knowledge transfer and organisational factors.

1.3 Aims and Objectives

The aims and objectives are to answer the main research question and to propose a strategic and effective way of managing the factors that affect transfer of knowledge in order to obtain efficiency.

The main research question is :

What are the effects of the key organisational factors that influence knowledge transfer in international mergers and acquisitions?

Following from the research question, the main objectives will be to establish:

  • Key Organisational factors that influence the transfer of both tacit and explicit knowledge in the acquisition.
  • The effect of the organisational factors in the transfer process.
  • The factor that has the greatest impact on transfer of knowledge

?HA?TER 2: LITERATURE REVIEW

To answer the research question this chapter starts with a brief insight into the nature of knowledge, and then proceed to provide a critical review of transfer of knowledge in mergers and acquisitions and then focus on the key organisational factors that affect the transfer of this knowledge.

2.1 The Nature of Knowledge

Knowledge can be experience, concepts, values or beliefs that increase an individual’s capability to take effective actions (Alavi & Leidner 1999).Knowledge can be categorized according to its form and content. With regard to this, a number of typologies have been used, such as embodied versus embedded knowledge (Granovetter, 1985), knowledge as intrinsically versus instrumentally valuable (Degenhardt, 1982), scientific versus practical knowledge (Hayek, 1945), and know-what versus know-how (Gupta and Govindarajan, 2000).ref “Knowledge is a fluid mix of framed experience, values, contextual information, and expert insight that provides a framework for evaluating and incorporating new experiences and information. It originates and is applied in the minds of knower’s. In organisations, it often becomes embedded not only in documents or repositories but also in organisational routines, processes, practices, and norms”. (Davenport and Prusak, 2000)

In the literature on Knowledge Management (KM), there is much debate about what constitutes knowledge, what is data and what is information. Most literature on Knowledge Management classifies knowledge into two main categories: explicit knowledge and tacit knowledge. Explicit knowledge can be defined as things that are clearly stated or defined, while tacit knowledge can be defined as things that are not expressed openly, but implied (Choo 2000, Herschel et al., 2001).

This section will make a distinction between the two forms of knowledge tacit and explicit knowledge which was proposed by (Polyani 1962).

“Explicit knowledge is codifiable and objective and therefore easily transmitted, conceptualized and stored, with little cost. Codes can be differentiated by taking into account the number of elements and combination rules a code consists of, as well as the degree of ambiguity allowed.” (Jorna, 2001). (Davenport and ?ru?ak, 1998, pg.41) say: “the aim of c?difi?ation is to put organisational knowledge into a form that makes it accessible to those who need it. It literally turns knowledge into code to make it organised, explicit, portable, and as easy to understand as possible”. New technologies play an important role in the knowledge codification and make the prospect for those activities increasingly promising. Knowledge managers and users can categorise knowledge, describe it, map and model it, simulate it, and embed it in rules and recipes. Each of these approaches has its own set of values and limitations. Knowledge is being codified when it is interpreted, used, and shared. Codified knowledge comes in the form of organization of thoughts that matter to the individual and can be used for common decisions. Tacit knowledge is converted to explicit or codified knowledge, a form of knowledge that is used by company and/or organisation members. Codified knowledge is essential in the diagnosis, performance, training, and planning of the events in the company or in the life of an individual.

Tacit knowledge on the other hand, “resides within individuals and is non-codifiable, acquired through experience, personal and subjective. “These features make tacit knowledge difficult to formalise and transmit, leading to loss of organisational knowledge. Much of organisational knowledge is tacit” (Cook and Yanow, 1993.) This form of knowledge is non-linguistic, as it deals with the processes of the mind that is interested in reasoning and analysis. The data it renders is non-numeric, and is codified as personal or biased. From the above-mentioned definition of tacit knowledge, it can be seen as something that is rooted on experiences, deeply attached or related to emotions, is connected with the ideals, ethics and emotions of the subject.

It is this type of knowledge that has strong potential to be a source of competitive advantage, because it is difficult to assess from the outside and not readily available. The focus of this dissertation will be on these two types of knowledge. According to (Nonaka and Takeuchi, 1995), knowledge is created through interactions amongst individuals with different types and contents of knowledge. Through this social conversion process, tacit and explicit knowledge expands in terms of both quality and quantity. (Nonaka, 1990, 1991, 1994: Nonaka and Takeuchi, 1995) .This process goes through four modes of conversion between tacit and explicit knowledge which are Socialization (from tacit to tacit) Externalization (from tacit to explicit). Combination (from explicit to explicit) and finally Internalization (from explicit to tacit).

2.2 Knowledge Management

Knowledge management has been an important topic in organizations for years. Companies have hugely emphasized the importance of knowledge as the basis for competitive advantage (Teece, 1998). According to (Zack,1999), there is an obvious difference among knowledge, data and information. Data correspond to observations or facts that are not meaningful. Information results from the placement of data within a meaningful context. Knowledge, on the other hand, is more intricate because it can be both implicit and explicit. Implicit knowledge is understood and applied, and developed from experience. It is shared through interactive conversations and narration of shared experiences.

Companies have implemented knowledge management strategies to promote organizational learning. According to (Sarvary,1999), a knowledge management system is “the infrastructure necessary for the organization to implement the Knowledge Management process.” This comprises IT and organizational communications. Organizational culture, internal governance mechanisms and appropriate incentive schemes are also required.

(Zack,1999) stated that “effective knowledge creation, sharing, and leveraging requires an organizational climate and reward system that values and encourages cooperation, trust, learning, and innovation and provides incentives for engaging in those knowledge-based roles, activities, and processes. I have consistently observed this aspect to be a major obstacle to effective knowledge management.” The success of these strategies is contingent upon the battle between organizational roles and formal and informal structure with socio-cultural factors affecting knowledge management. Culture, power relations, norms, management philosophy, and reward systems are examples.

Knowledge management as a task, particularly in project-based international organisations, is an evolution of cognitive processes and social interaction. As knowledge formulation moves through the stages of intuiting, interpreting, integrating, and institutionalizing the tasks become less uncertain and more tangible. A mix of control mechanisms is therefore crucial for effectively managing knowledge capture and transfer within the organization. (Crossan et al., 1999)

2.3 Knowledge Transfer in International Mergers and Acquisitions

One of the most prominent contemporary trends in the business of an enterprise is the increasing internationalization of their basic activities. This trend originally started in the most developed countries of the world, where enterprises reached a level of development by economies of scale, as a basic precondition for further progress, which enable enterprises to spread rapidly into international markets. Today however, globalisation can be considered as a precondition for the survival of an organisation notwithstanding the size or the country of origin. Internationalization of business functions began with sales and marketing, continued with production, and today it covers strategic research and development as well (Kolalovic, 2004).Because the prerequisite of an economic development is the openness of the economy, globalisation of businesses has been an economic rule. Local enterprises accepted the importance of mergers and acquisitions as a great help in penetrating the international market and in gaining competitiveness (Hill, 2007).

International mergers and acquisitions (IM&A) have ballooned in the past two decades and key drivers of this have been globalisation and technological development. These key drivers have brought rise to an easiness of reaching markets, acquiring, managing and monitoring businesses abroad. On a macro level, International mergers and acquisitions (IM&As) can help companies remain competitive, achieve economies of scale and scope and improve positioning in the global environment. On a micro level, gaining valuable tangible and intangible assets can give industry specific competitive advantages; enhance efficiency, market power and growth potential.

Notwithstanding, the approach or strategies adopted by managers towards mergers and acquisitions (M&As), they may not yield successful results relative to the sought advantages. The risks associated with cross-border (M&As) are many and can precipitate tremendous failure. Knowledge transfer is one of these risks which will be a focus of this paper. (Galbraith and Stiles, 1984).

Knowledge transfer means “conveying or moving knowledge from one person or place to another. In the world of business, knowledge management would mean the manner on how we move knowledge from one point of the organisation to another” (Rutkowski, 1999). However in international mergers and acquisitions, knowledge would be conveyed from one organisation to another but in a cross cultural context.

Knowledge capture and transfer can be regarded as strategic issues. They benefit the organisation as a whole. The process of accumulating and documenting knowledge learned is more tactical because it involves costs attributable to a specific project and managers need to determine which type of knowledge will be useful for the organisation before they are codified.

According to (Davenport ,1996) and( Halal ,1996), the most recent and widely used vessel of knowledge transfer is the modern technology. Many companies worldwide use the Web or the internet access as a channel of knowledge sharing in workgroup and company levels. The purpose of the use of modern technology networks is to distribute information and computing resources among employees within the organization, enable the sharing of knowledge and expertise, overcome knowledge transfer barriers, exchange documents, and communicate effectively.

According to (Keen, 1997), modern technology in knowledge transfer has reach, range, and ease of use. “Reach” relates to the people who can access the company’s online services and information resources. It can be possible for the organization to gather, transfer or share information from their systems through any computer linked to another computer anywhere across the globe. “Range” relates to the information and services that can be automatically cross-linked. The World Wide Web is a way of sharing information. “Ease of Use” pertains to how the system can access and navigate the use of the technologies. Web browsers are good examples of information retrieval systems.

In the transfer of knowledge in international mergers and acquisitions, most individuals are reluctant to share and transfer knowledge due to various factors. The announcement of a merger or acquisition creates a highly stressful environment of uncertainty, fear and distrust (Cartwright & Cooper, 1992). Even if redundancies are not planned, individuals in both the acquired and the acquiring firms may fear loss of status and changes to their established work norms (Hunt et al, 1987; Schweiger & Denise, 1991:49). They may react by resisting senior management’s initiatives to encourage co-operation between the combining firms and may ultimately resign (Buono & Bowditch, 1989; Levinson, 1970, pg.98). These researched negative reactions are likely to be particularly problematic when knowledge transfer is an explicit merger objective. Knowledge transfer is above all an inter-personal process. Whilst codified knowledge may be shared relatively easily, the experiences and insights required to interpret and apply this knowledge reside within individuals. Individuals cannot be forced to share this knowledge with others but can only do so willingly.

When we specifically consider the international or global transfer of knowledge, then as (Bresman et al,1999,pg.17) have noted, with respect to international acquisitions, the lack of personal relationships, the absence of trust, and ‘cultural distance’ all conspire to create resistance, frictions, and misunderstandings. This observation is consistent with the conviction that a significant source of dissatisfaction in organizations today is the poor structures and networks for mediating and diffusing knowledge, values and experience within the organisational environment’ (Claes, 1999,pg.68). Since the competitive advantage of most organisations is their knowledge, individuals from the acquired company in an acquisition refuse to share their knowledge because they might feel the acquirers will eventually find them unimportant and possibly make them redundant. Some also leave and take their knowledge with them to utilise in another company.

This is the reason why it is very necessary to identify the factors that influence the transfer of knowledge and improve on these factors to facilitate the process. These factors can be either individual, knowledge based or organisational factors. This dissertation will however, focus specifically on the organisational factors. This is because when they are identified and managed efficiently they help produce a positive transfer of knowledge.

2.4 Organisational Learning

(Fisher and White, 2000) defined organisational learning as “a reflective process, played out by members at all levels of the organization, which involves the collection of information from both the external and internal environments. This information is filtered through a collective sense-making process, which results in shared interpretations that can be used to instigate actions resulting in enduring changes to the organization’s behaviour and theories-in-use.”According to Crossan et al. (1999), organizational learning entails a tension between gaining knowledge of new learning or exploration, and using what has been learned or exploitation. This includes individual, group and organizational levels of learning, which are connected by the processes of intuiting, interpreting, integrating, and institutionalizing.

2.5 Organisational factors affecting Knowledge Transfer in Mergers and Acquisitions

(Hybels and Weaver, 2007) define communication as “any process in which people share information, ideas and feelings. It involves not only the spoken and written word but also the body language, personal mannerisms and anything that adds meaning to the message”. Communication can be verbal and non verbal. In mergers and acquisitions, effective communication is very important because it helps coordinates and improves the transfer of knowledge. “Communication is a process and consists of various elements which include sending of information, receiving information and feedback. This is in a form of of a basic communication model where the sender encodes the message, uses an appropriate medium to transmit the message and the receiver decodes the message” (Hollensen, 2001).

Whilst every organization has a unique environment particular key organisational factors such as communication, structure, culture and technology play a crucial role in the overall performance of the organization.(Galbraith, 2002). Therefore, this dissertation will focus on these key factors: Organisational Culture, Flexible structures and support, Information Technology and Communication to determine its effect on knowledge transfer.

2.5.1 Organisational Culture

(Schein, 1985) defines organizational culture as a “set of implicit assumptions held by members of a group that determines how the group behaves and responds to its environment. It is reflected in the aspects of the organization such as its mission. It is reflected in the way the employees act, what they expect of each other, and how they make sense of each other’s actions. Most of all, it is deeply rooted in the core values of the organization.”

According to (Hill C, W, L, 2007) organisational culture comes from several sources. Firstly, influential leaders can have an influence on the culture of the organisation. Secondly, the social culture of a country where the company was founded also influences its corporate culture. The third influence is the history of the company and lastly decisions that yield high performance tend to become embedded in the values of the firm.

Many acquisitions fail because of the differences in corporate culture that exist amongst both units. This is because; if the differences are not managed properly they cause a strain on the integration process. An example is the Daimler and Chrysler merger which experienced a clash of corporate culture. Though it is not surprising that the merging of a German company and an American company would present dissimilarity in corporate cultures, there was insufficient support or consideration for these challenges offered to staff. Ideally both Daimler and Chrysler were to benefit “equally” from each other’s strengths and capabilities and ultimately increase performance but the cultural clashes significantly affected the corporate structure and success of the merger. (Hill, C.W. L, 2007, pg.505). This caused high management turnover and eventually loss of knowledge and expertise.

(Bresman et al.,1999:17) therefore ?trepoe? the importance of cultural compatibility influencing international merger and acquisition success by arguing that the similarities of both parents organisational culture play a critical role in determining the international mergers and acquisitions extent of knowledge acquisition. With the view that cultural compatibility increases the possibility to acquire knowledge and the acquired knowledge then contributes to form new corporate cultures.

(De long and Fahey, 2000) identified four ways in which culture influences knowledge transfer. Firstly, culture shapes assumptions about what knowledge is and what type of knowledge is worth managing. Secondly, culture defines the relationships between individual and organisational learning by determining who can control a specific type of knowledge. Thirdly, culture creates the context for social interaction that determines how knowledge will be used in a particular situation. Lastly, culture shapes the processes by which new knowledge is created legitimated and distributed in an organisation.

For (M?rpoini,2004) the high failure rates of acquisitions observed over a long period of time by researchers are often due to company manager systematically overlooking the major cultural and organisational complexities involved in integrating the merging firms’ operations and informal networks. As the increasing number of ?rpo?-border acquisitions brought public attention to the ?la?he? of management styles and ?hilpopohie?, many poh?lar? tried to test whether organisations pould dipolay a higher level of “cultural pom?atibility” for a ?upoepoful acquisitions. Many thought companies with compatible cultures would be less problematic to acquire and generate value but a research by (Schoenberg, 2000) found out that the impact of cultural compatibility on acquisition performance is revolving around the form of post acquisition integration and the relative attractiveness of the acquirers culture. When knowledge is deeply embedded in a unique culture and organisational setting, transfer of knowledge becomes very difficult and costly.

Researchers have argued that a major determinant of how much knowledge a company gains from a merger or an acquisition is its ability to learn from each other. (Hamel et al, 2002,). An example is the merger between General motors’ (GM) and Toyota in 1985 to build the Chevrolet. Toyota achieved its objectives from the merger and transferred all the knowledge to General Motors which was never put to good use. GM focused on the explicit knowledge forgetting that the tacit knowledge was embedded in the organisation. They should have worked together as a team to transfer both types of knowledge throughout the organisation.

We can therefore say that to maximize the transfer of knowledge in a merger or acquisition both units need to adopt a common knowledge sharing culture across every part of the organisation. “A shared culture may help informal integrating mechanisms such as knowledge networks to operate more efficiently. As such, “a common culture may be of greater value in a multinational that is pursuing a strategy that requires cooperation and coordination between globally dispersed subsidiaries”. (Hill, C.W. L, 2007, pp.472-474).

Organisational culture can also be maintained by effective communication, organisational culture training as part of the due diligence process, maintaining trust from the pre acquisition stage and then finally staff must be trained on the core values of both units.

According to (Baker and English, 2006), aspects of the business culture that can carefully be managed and improve knowledge transfer within the organization, is the use of a common business language and codes, the creation of a shared vision, and the construction of a common company culture that promotes knowledge transfer .”Human due diligence should take place more openly and managers must make use of cultural assessment tools like employee surveys and face-to-face interviews. “It is therefore useful to let the managers from both companies jointly review this data and agree on the cultural elements for the new company” (Harding and Rouse, 2007). Managers must also be aware that basic approaches, values, and philosophies about employment regulation vary widely from country to country around the world.

2.5.2 Communication

(Hybels and Weaver, 2007) define communication as “any process in which people share information, ideas and feelings. It involves not only the spoken and written word but also the body language, personal mannerisms and anything that adds meaning to the message”. Communication can be verbal and non verbal. In mergers and acquisitions, effective communication is very important because it helps coordinates and improves the transfer of knowledge. “Communication is a process and consists of various elements which include sending of information, receiving information and feedback. This is in a form of of a basic communication model where the sender encodes the message, uses an appropriate medium to transmit the message and the receiver decodes the message” (Hollensen, 2001).

The positive outcome of the transfer of knowledge depends on an effective communication process which begins with the sender sharing the information, structuring the message in such a way that the receiver understands, selecting the appropriate method to convey the message to the recipient and then once an appropriate channel is selected and used, the receiver receives the message. Here he/she must decode the message. Meaning is attached to the various symbols and the channel used by the sender and now the receiver must interpret the message. This interpretation involves gaining an understanding from the message and is influenced by the receiver’s personal experiences, relationship with the sender, knowledge, perceptions and culture. Feedback is the final step in the communication process. Feedback is the response the receiver sends to the sender. In feedback the receiver conceives, encodes and selects the channel just like the original sender did. The original sender then becomes the receiver since he decodes, interprets and responds (feedback) to the response (feedback) the original receiver sent.However, this communication process is subject to many influences that determine its successful transfer. (Welch, D & Welch, L, 2007).

There are different ways of communicating tacit and coded knowledge. These are face to face and electronic communication. Face to face tends to be the most influential medium of communicating. This



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