Overseas M&A of Chinese Enterprises Essay

The purpose of this article is to summarize the problems related to the overseas M&A of Chinese firms and to propose suggestions on its corresponding improvements. It firstly describes the brief history of China’s overseas M&A in three phases and its current status including the growth trend, the location preference and the sector distribution ; iand illustrates one succesussfulrvived case of Lenovo and two failed cases of Chinalco and SAIC. Then Seondly it analyzes the factors contributing to the success: economy growth, exchange rate, foreign currency reserve and proper management; points out the reasons of failure: political resistance, strategy error, integration difficulty and cultural difference. After that it refers to the practice of Japanese enterprises on image making, strategy selection, management localization and relation maintaining. Finally it provideoffers recommendations to improvebetter the execution of China’s overseas M&A including regarding public relationship, strategic thinking, management enhancement and cultural communication and ; draws a conclusion that whether the overseas M&A is ‘cake’ or ‘trap’ depends on what we choose to do. Overseas M&A of Chinese Companies: Cake or Trap? Introduction On 26th February 2013, China National Offshore Oil Company (CNOOC) announced in Beijing that it successfully completed the 15. 1 billion US$ acquisition of a Canadian oil and gas company Nexen Inc NXY. TO, which was China’s largest-ever foreign takeover. This was exactly the epitome of the ‘Great Leap Forward’ of overseas M&A of Chinese companies. Along with the economic boom in more thanof 30 years, encouraged by the ‘go-out’ strategy of the government, Chinese companies have madeseen robust strides in international investment markets. However, wereas most M&A cases closed as successfully as the case of CNOOC’s acquisition of Nexon? The answer must be negative should you pay attention to many failures such as Chinalco1’s acquisition of Rio Tinto2. Did every successful starting reach a happy ending? Neveror the answer would be affirmative since the bloody costs Chinese companies have paid in overseasabroad m markets. The aim of this article is to raise a critical question to the overheated enthusiasm on international acquisitions of Chinese enterprises: would it bring a worthy return or rather a bottomless pit? Serving this purpose, the article will firstly draw a brief portrait of the history and the present situation of China’s overseas M&A and summarize its characters, experiences and lessons. Then it will analyze the reasons for the successes and failures and compare China’s performance with the practice of its international peers. FinallyIn the end, t, he authorit would like to propose some recommendation on the improvement of the M&A operation of Chinese enterprises. Status quo The overseas M&A of Chinese enterprises started in the 1990s and could be roughly divided into three phases. The first phase was from the 1990s to the year 2001, when Chinese enterprises just entered the international market and tried to ‘cross the river by feeling the stones’ and to discover acquisition opportunities. The annual amount figure of transactions at that time was below 0. 1 billion US$. The second stage was after China joined the World Trade Organization in 2001 when the volume of overseas purchase takeovers reached 1 billion for the first time and till 2005 when the amount climbed to about 5 billions. The third period was fromafter 2006 till now especially after 2009 afterwardswhen global financial crisis seriously grilled struck the world’s major economies. During this period, the scale of China’s abroad overseas acquisitions exploded and each year it saw a total deal of tens of billions of dollars. In 2010, it was up to the height of 38 billion dollars, occupying 11% of the world’s transactions amount of that year3. There were some trends underlying the wavesis of overseas acquisitions waves. In terms of the quantity of deals, it was climbing climbed constantly with a number of 27 in 2003, 45 in 2005, 61 in 2007, 97 in 2009 and arrived at the record-breaking 147 in 20104. Meanwhile, the size of one transaction increased remarkably and the significant example was the abovementioned takeover of NEXON by CNOOC in 2013, a single deal of 15. 1 billion US$, overpassing exceeding the annual total of many previous years. With regard to the areas where China’s enterprises invested, American,USA Europe and Asia were their top 3 priorities, making up 27%, 21% and 15%5 respectively of the abroad acquisition volumes in 2010. About the sectors where they were interested in, the energy and mining fields were undoubtedly their first choice since 65%6 of the transactions occurred in this industry in 2010. Nonetheless, compared with the general traits, the individual cases are worth researching more carefully. A perfect example is the caseTake the story of China’s giant PC producer Lenovo7 as example, i. In December 2004 Lenovo acquired the PC department sector of IBM at the price of 1. 75 billion US dollars. After almost 10 years’ development, it was impressive that IBM became a super brand of business laptops and PCs and Lenovo had successfully enhanced its brand value and market share during the integration of two firms. It was this deal that made Lenovo a world PC giant. Conversely, the majority of Chinese buyers tasted the bitter flavor of defeats. According to the statistics of Mckinsey8 published in 2010, in the past 20 years, the success rate of international M&A was less than 50% while the failure rate of China’s overseas acquisitions was more that 67%9. In 2008, the total loss of China’s multi-national deals was nearly 35 billion US$10. For instance, in June 2009, Rio Tinto Group unexpectedly announced to breach the acquisition agreement with Chinalco and although Rio Tinto paid 0. 195 billion US$ break-up fee to Chinalco, the latter had to must pay multifold btimes of breaching compensation to China’s state-owned commercial banks and assume tremendous losses resulted from the dropping share price of Rio Tinto. Another perfect example is the case SAIC Motor11 took over SsangYong Motor12 which illustrated a failing integration after a triumphant acquisition. SAIC invested 0. 5 billion US$ to buy 48. 92% shares of SsangYong Motor in 2004 and increased its to 51. 33% in 2005. However, a smooth deal did not forecast a disaster of cultural integration. Neither SAIC achieved the aim of technology importation nor the new management team solved the annoying strikes and salary disputes so that the new enterprise staggered till 2009 when the local court approved the bankruptcy protection of SSangYong Motor, indicating the death of this acquisition. Analysis Based on the facts and cases revealed in previous chapter, we could can not help wondering that what was inside the box? In other words, what experiencepoints we can summarizecould summarize from the successful cases and what lessons we should learn from the failed ones? On one hand, the significant development of China’s overseas M&A might be generated by the following contributing factors. Firstly, the rapid economy growth drove solid requests forof the raw materials such as oil, gas or mining but subject to the limited domestic resources, Chinese enterprises turned their attention to global markets by active merging and acquiring. Secondly, since the exchange rate reform starting from 2005, the Chinese Currency RMB was appreciating gradually, for example the rate of US$ to RMB was 1: 8. 2 in 2005 but is 1: 6. 1 in 2014. In addition, the global financial crisis resulted from the subordinated debts storm in the USA remarkably dropped the share prices of listed companies in global capital markets. Both factorsThis change considerably lowered the costs of international acquisitions in recent years and created realistic opportunities for Chinese companies. Thirdly, holding the massive foreign currency reserve, for instance, 3820 billion US$ in the end of 201313, the central government of China broadened the control of foreign exchange and launched a ‘go-out’ policy to stimulate the internationalization of domestic enterprises, creating a relatively loose macro surroundings for Chinese companies. Fourthly, some Chinese companies were playing games in global markets more and more expertly. They adopted correct strategy to obtain global assets and products, executed it in accordance with international conventions, gained the advanced technology and sales networks, expanded the market share, established competitive edge and moved forward to the aim of multi-nationalization. On the other hand, it is indeed necessary to figure find out what caused the noticeable failure of Chinese acquirers. From my point of view, the reasons could be explained in four aspects. Political resistance:Political factors bear the brunt of the failure of China’s overseas acquisitions. Most Chinese enterprises engaging in international M&A were state-owned enterprises, which in the westerners eyes were regarded as the representatives of Chinese government. Although they emphasized the independence status and commercial orientation when doing business in other countries, the host governments were as prone to link them to the Communist Party of ChinaChinese government. Even if they were not state-owned, the public media often mislabeled them as Chinese SOEs because it was hard for the foreigners to distinguish the nature of one Chinese firm from the other. This was truly an extra risk of Chinese firms and constituted one fundamental obstacle toof China’s overseas acquisitions. Unfortunately, in most cases, Chinese firms had no say and did not know how to communicate with the local government or the public, only to accept the destiny of defeat. For example, the government of USA denied the 18. 5-billion-dollars acquisition of UNOCAL14 by CNOOC for the reason of state security. The failure of Chinalco’ acquisition of Rio Tinto was also attributed to the concern of economic safety of Australia. Strategic error:The core value of enterprise M&A probably is increasing the critical competitive advantage and sustainable development capacity thorough obtaining the essential resources of acquired firms, which requires thorough and appropriate strategies. Nevertheless, most Chinese enterprises, when operating international M&A, did not have a complete and clear strategiesy or did have a strategiesy but lost control of the operation and could not survive the ever-changing global markets. Some of them failed to properly evaluate their overall strengths and to completely understand the rules of international acquisitions therefore executed rush transactions blindly just catering for the individual preference of the boss or following the ‘going-out’ fashion of ‘going-out’. TheA lack of strategiesy must not realize an anticipated results. After a series of losses in international acquisitions, TCL15 admitted that the insufficient strategic preparation was the major reason contributed to its failure16. Another relevant case is the bidding for Hummer17 by Tengzhong18. Although had published an official industrial planning aiming at developing new energy vehicles in 2009, Tengzhong announced a bid for Hummer, the producer of large displacement vehicles, which completely contradicted its strategy of energy saving and emission reduction. Integration difficulty:After applause, flowers, champagnes and wines in the signature ceremony, the real challenge just starts because of the integration or management difficulties of Chinese firms. Though more and more Chinese enterprises enlarged tremendously in recent years, for example, 100 Chinese firms were listed on the Fortune Global 500 Rankings 201419, taking up one fifth of the world’s biggest companies. But compared with international giants such as Exxon Mobile, BP or Shell, Chinese firms are weak on management issues such as corporate governance, business operations, management communication skills, international reputation and marketing channels and internal integration etc. Multi-national acquisition and integration is so complicated that Chinese companies are short of not only managers who could communicate professionally with their counter-parts and standardize the operation with global horizon but also experts who are familiar with international market operations from legal, financial or managerial background20. Take TCL’s acquisition of Thomson21 for instance, after the deal was done, in less than three years, all the former executives of Thomson left the ‘new’ company22 and it fell into a crisis of management resulting in huge profit losses in the following fiscal years. It was truly a failure of team integration due to managerial incompetence. Even worse, Chinese firms were used to manage the integration after acquisitions with domestic management styles and most of them were caught in serious internal frictions, causing which caused productivity declining and profit dropping. Moreover, Chinese firms were merely accustomed to employ Chinese workers no matter where they were doing business, which exerted extensive concerns in the host country. For example, when Chinese firms acquired a local mining, a railway or harbor construction project in Africa, thousands of Chinese workers were hired to work there. It maybe impressive for many when we watched TV that more than 30,000 Chinese workers retreated from Libya after the civil war following the collapse of the Gaddafi regime in 2010. In the countries with tight policies on foreign labors, the employment patterns of Chinese acquisitions were controversial. Culture difference:Cultural is an indispensible influential factor in international M&A yet ignoring its significance is a common failing of Chinese acquirers. Many host countries complained that Chinese firms were mining robots or money machines, developing business simply on their own without incorporating themselves into the local communities and respecting the unique cultural backgrounds. The failure of SAIC’s acquisition of SsangYong, discussed mentioned in previous episode, could cast light on how the culture conflict ruined a takeover. It seems that the primary reason was SAIC’s insufficient acknowledgement of culture difference. Korea is an island country and its people have tremendous national pride therefore when SsangYong was acquired by SCIA which is from an undeveloped country of China, its employees were reluctant to accept the reality of control change and to co-operate well with the new boss. That was why they behaved negatively in the integration and apparently SAIC failed to figure out a proper strategy to deal with this issue. Moreover, SAIC underestimated the power of Labor Union and the complexity of labor disputes while paid more attention to enhance the relationship with the governmental authorities, which is anan exact reflection of Chinese culture, not suitable in Korea. The result of ignoring it was remarkable. Comparison After the analysis of what caused Chinese firms’ poor performance, before giving advice on how to improve it, it seems necessary to catch a glance at how the international peers did their M&A deals. Japan, one neighbor of China, is a perfect model we could refer to. Similar as today’s China, Japan is a country short of natural resources, from the 1960s when Japanese economy began to soar, Japanese enterprises invested massively in overseas markets to pursue a steady resource supplies. In the 1970s and 1980s, they also encountered various barriers and obstacles but Japanese firms gradually diminished the hostility and cautiousness and successfully took initiatives in global investment sectors23. Image-making:Japanese firms laid emphasis on image-polishing via the ‘think tank’ and the news media. In the 1980s, in response to the increasing hostility, Japanese firms implemented diverse strategies to turn them acceptable to the American society. Since most official critics were from the Congress, major Japanese companies established or enlarged the representative offices in Washington, DC. They tried to create the mainstream opinion via the cooperation with the think tanks, journalists orand former governmental officials and in return the think tanks held periodically forums on Japanese investments and published reports arguing that Japanese investments were beneficial to the USA economy. In most cases, Japanese firms sponsored or funded the researches or cooperated with the scholars in this field. Sustainable strategy: Japanese firms focused on a long-term effect of investments, pursued a resource-preferred acquisition strategy and did not deviate from the aim easily even if confronting temporary losses or missing profitable opportunities. As a result, the investment terms of Japanese firms were longer than those of Chinese firms. In addition, Japanese companies coordinated well with each other and avoided internal malicious competitions (which often happened among their Chinese peers) to maximize their coalition strength. Differing from Chinese acquirers in Australian market, Japanese companies were used to form an acquisition group of 3-4 firms to optimize the bargaining potential and profit margin. Local management: Unlike Chinese companies which preferred to appoint Chinese executives in overseas subordinates, Japanese investors trusted localAmerican managers and appointed them as executives. Besides, they tried to localize material supplies as much as possible. According to the report published in 2002 by the Bureau of Economics Analysis24, USA, from 1982 to 2002, the number of American suppliers of Honda25had climbed from 40 to 55026. Likewise, when negotiating with partners for acquisition deals, Japanese companies seldom requested to participated in the business operation so that they could avoid the employment, salary or land disputes, which considerably reduced the management risk and integration failure. Community relation: When investing in overseas countries, Japanese firms endeavored to integrate themselves to local culture and contribute to the construction of local communities. For example, sponsoring a baseball team or funding a cancer research center, Japanese firm had donated millions of dollars for local charity. All of these merits of goodness conveyed the information that Japanese firms respected local culture and put high value on local development. This is a sharp contrast to Chinese firms’ behavior in that they were only keen on making money but were indifferent to the lives of local residents. Recommendation Corresponding to the problems figured out discussed and the comparisons analyzed above, I would like to share my view on how to improve the overseas M&A operations of Chinese enterprises. Firstly, we should reduce the role the state plays in international acquisitions and create effective communications with stakeholders. To be honest, many overseas M&A cases illustrated the economic targets of Chinese government, which is the most controversial issue and the biggest concern in foreign markets. As the government, it must be aware of its duty and the boundary of public power, decrease the interference to micro economic operation and liberate the creativities of Chinese enterprises in overseas markets. On the other hand, Chinese government should provide necessary supervision and guidance of overseas acquisitions, reform improper and complicated formalities of abroad transaction and facilitate the currency flow by loosing strict exchange control. However, to eliminate political obstacles, the majority of the tasks are at the shoulder of Chinese enterprises themselves. It shouldmay be necessary for them to put public relationship management top of their agenda. For example, learn to communicate with the public media and the local communities in the language and style they could understand, find spokesmen in think tanks and sponsor local research academies or educational institutions are all constructive measures to enhance the soft powerimage of Chinese enterprises. In principle, we must try to let the host country, the local public, the local staff and other stakeholders believe that Chinese acquisitions are not only a business but also a kindness, not a threatens but an opportunitiesy, to all of them. Secondly, it is essential to break the spell of speculation and to adopt strategic thinking. Acquisition is not gambling but rather implementation of strategy, hence before initiating offers Chinese buyers must set up definite targets and strategies. In short, what do we exactly want? Every overseas acquisition case must have a clear strategic demand: to enhance the buyer’s weight in the value chain; to extend the brand reputation; to expand the production line or to extend the market share? We should not launch an acquisition merely because the target company is cheap or the acquisition is an eye-catching advertisement. Nothing would be more surprising than the news that a Chinese Millionaire Chen Guangbiao, whose business is recycle resourcing, announced a plan to buy New York Times. After the aim is set up, Chinese enterprise should establish and hold a firm strategy, draw an feasible plan in details to implement the strategy step by step and unless the market surroundings changes fundamentally, do not give up the fixed strategy easily. Thirdly, it could be urgent for Chinese firms to substantially enhance their management strength to survive the integration difficulties after takeovers. It is desirable for the acquirer to keep the previous management team of the acquired firm as much as possible and to pursue a ‘win-win’ target by satisfying both the requirements of the buyer and the demands of the seller as well asand its employees. Plus, they also should build a thorough management systems in accordance with international convention, enhance overall managerial strengthability, perfect internal corporate governance and establish rational incentive mechanism, to achieve a smooth integration and a sustainable development. Fourthly, it is not exaggerating to say that the failure of an overseas acquisition is actually the failure of cultural communication, which reminds Chinese buyers to take care of the cultural difference. Currently, most of the targeted firms are matured western enterprises which have built their own tradition and culture and hope to maintain rather than change it. In the contrary, Chinese firms have not developed a systematic and matured cultures. That is, China buyers have to absorb the advanced elements of the existing cultures and mix them in the formation of a new culture. Under some unique circumstances it is necessary to give up or reform the unreasonable parts in our own cultures that iare s unacceptable to the host country. Conclusion To summarize, overseas M&A is an effective way for Chinese enterprises to realize the hyper-normal development in global markets. But every opportunity could also be seen as a crisis and vice versa. It is a cake or a trap merely depends on what areis our choices. Friendly market, clear strategy, efficient management and proper communication may bring you a bright perspectives while hostile surrounding, blind expansion, poor administration and cultural conflict could catch usyou in a deep traps. For the better preparation to survive international M&A competitions, it is high time for Chinese enterprises to sum up the successful experiences and to learn from the costly lessons. If this article could provide some advisable suggestions on this topic, it would be my greatest pleasure.