1、 外文文献翻译 - 1 - Creating value through acquisitions Stuart E. Jackson, (2007),Creating value through acquisitions, Journal of Business Strategy, Vol. 28 Iss: 6 pp. 40 41 A caution to readers who like nothing better than a headline-grabbing, out-of-the-blue acquisition: Im not one of you. In fact, as a
2、 rule, I am an advocate of organic growth, of growing out from the core of the business in ways that build on established strengths. That strategy is at the heart of a discipline that I call strategic market positioning, or SMP, which is about defending and growing your companys weighted share of th
3、e strategic market segments that define competitive advantage within your industry. This may be defined by geography, customer demographic, channel focus, and so on the critical dimensions of scale for your particular business. It is not about growth for growths sake， but about combining the fundame
4、ntal principles of customer preference and producer economics with the goal of achieving strong market positions and higher profitability through the goal of achieving strong market positions and higher profitability through selective growth. .Stated simply, you are far more likely to increase the v
5、alue of your company if you can find a way to expand your existing business and achieve increased benefits of scale or scope within your existing strategic segments. One huge problem with most of those headline-grabbing deals: it is hard to create value for shareholders given the price of acquisitio
6、ns today. Every successful corporation is feeling the same growth imperatives, so almost all of them are looking for growing, profitable companies to add to their portfolios of businesses. Meanwhile, would-be acquirers face stiff competition from financial buyers. equity firms looking for good compa
7、nies to buy. These financial buyers were not in the game 20 years ago, or even a decade ago. It can take only one or two such buyers with an inflated sense of their own management capabilities to drive the cost of a potential acquisition past what you should be willing to pay for it. The combination
8、 of these factors means that valuations of good companies, and even some not-so-good companies, have been steadily creeping upward since the market recovery began in 2001. The upshot? You may have to pay ten times cash flow or 20 times net earnings, or even 外文文献翻译 - 2 - more, to acquire a good prope
9、rty. This means that, even if you ignore the time value of money, you need many years of profits at the current level to get your money back. So that is the bad news. The good news is that there are definitely situations in which, from an SMP perspective, acquisitions make good sense. The point is t
10、o use the discipline of SMP to figure out whether it is worth paying the acquisition premium that todays competitive M&A environment requires. You need to ask: What strategic segment are we entering through this acquisition and who is the competition in that segment? Will the new business strengthen
11、 our SMP in segments where we already compete? If we are entering a new strategic segment, can we leverage our SMP in adjacent segments to ensure that we achieve a strong SMP in the target segment? Bottom line, will the new business make the weighted average SMP for our overall company better or wor
12、se? One of my favorite examples of an SMP-savvy buyer is Northrop Grumman, which since the late 1990s has used a number of targeted acquisitions to strengthen its SMP and, by extension, its profitability and value. Northrop by the early 1990s was a50-year-old major defense contractor looking hard fo
13、r further growth. In1994, it paid $2.1 billion for Grumman Corporation, a premier electronic systems firm and the prime contractor for the lunar excursion module used in the Project Apollo moon landings. The acquisition gave the company (now called Northrop Grumman) a strong technological position i
14、n airborne surveillance and electronics warfare systems. Nevertheless, results in the late 1990s were disappointing. Northrop Grummans margins in important programs remained anemic and revenue declined from $8.6 billion in 1996 to $7.6 billion in 1999. The central problem for Northrop Grumman was th
15、at it had failed to achieve scale through the Grumman acquisition and other recent purchases. Great technology alone was not sufficient. Being the fourth-largest military supplier, without a particularly strong niche in any of its strategic market segments, appeared to be a recipe for further declin
16、e. So the company took conscious steps to improve its SMP. In May 1999, it announced that it would buy Ryan Aeronautical from Allegheny Teledyne for $140 million, with the express goal of expanding its reach into key niche markets, including the emerging industry of unmanned aerial vehicles, or UAVs
17、. Even within the tight-knit defense-contracting community, there were those who asked, 外文文献翻译 - 3 - Ryan who? The San Diego-based Ryan had only300 employees and annual sales of about $100million under 2 percent of the acquiring companys size. Critics of the deal suggested that Northrop Grumman had
18、overpaid for Ryan by a factor of two or three. But let us apply the four-question SMP test outlined above and scrutinize the deal from the parent companys point of view. What strategic segment are we entering through this acquisition, and who is the competition in that segment? Northrop Grumman felt
19、 that the UAV strategic segment was attractive for several reasons. First, there was mounting pressure from the public to reduce military casualties, increasing demand for unmanned technologies. Second, there was an increased need for surveillance to leverage a dwindling number of combat platforms.
20、And finally, new technologies were increasing bandwidth available for remote control and receipt of video surveillance. There were only a small number of companies in the UAV strategic segment, and Ryan was the leading player. Will the new business strengthen our SMP in segments where we already com
21、pete? Here, the answer was probably no. Ryan was unlikely to have much of an impact on Northrop Grummans existing segments, including ships and combat fighter aircraft. There was little prospect of sharing manufacturing costs and support functions across the two companies product lines. If we are en
22、tering a new strategic segment, can we leverage our SMP in adjacent segments to ensure that we achieve a strong SMP in the target segment? Here the answer was clearly yes. Ryan already had a strong position in the emerging segment. The parent company possessed technologies (especially Grumman techno
23、logies) that could contribute to next-generation UAVs. In addition, Northrop Grumman was a savvy and well-connected player in the defense industry, with the contacts to help win contracts for good products. Bottom line, will the new business make the weighted average SMP for our overall company bett
24、er or worse? This, clearly, was the crux of the SMP test of the acquisition. To justify the cost of the deal, Northrop Grumman needed not just to maintain Ryans leadership in UAVs, but also to grow the business sufficiently to have an impact on the parent companys overall SMP. This is exactly what Northrop Grumman has done. Among the companys 2004 contracts were $1.04 billion for X-47B Joint Unmanned Combat Air Systems. That single contract was
