Question

Read the Article posted below, then answer the following questions:

1. Mergers & acquisitions are a major form of corporate diversification strategy, identify and discuss the top three reasons why most (50-60%) of acquisitions fail to create shareholder value.
2. What are the five major components of “CEMEX Way” and why has this approach been so successful in post-acquisition integration?
3. In your opinion, what can other companies learn from the “CEMEX Way” as a benchmark for acquisition management?

Article:

CEMEX: Globalization "The CEMEX Way" Donald R. Lessard and Cate Reavis When one wants to globalize a company, especially when it is from a developing country like Mexico, you really need to apply more advanced management techniques to do things better. We have seen many cement companies that use their capital to acquire other companies but without making the effort to have a common culture or common processes, they get stagnant. -Lorenzo Zambrano, Chairman and CEO CEMEX On June 7, 2007 Mexico-based CEMEX won a majority stake in Australia's Rinker Group. The $15.3 billion takeover, which came on top of the major acquisition in 2005 of the RMC Corporation - then the world's largest ready-mix concrete company and the single largest purchaser of cement made CEMEX one of the world's largest supplier of building materials. This growth also rewarded CEMEX's shareholders handsomely through 2007, though its share price had fallen precipitously in 2008 in response to the global downturn and credit crisis coupled with the substantial financial leverage that had accompanied the Rinker acquisition CEMEX's success over the 15 years from its first international acquisition in 1992 to the Rinker acquisition in 2007 was not only noteworthy for a company based in an emerging economy, but also in an industry where the emergence of a multinational from an emerging economy (EMNE) as a global leader could not be explained by cost arbitrage; given cement's low value to weight ratio little product moves across national boundaries Much of CEMEX's success could be attributed to how it looked at acquisitions, and the post-merger integration (PMI) process that ensued, as an opportunity to drive change, and as a result, continuously evolve as a corporation. Since it began globalizing its operations in the early 1990s, the company had been praised for its ability to successfully integrate its acquisitions by, at one and the same time, introducing best practices that had been standardized throughout the corporation and S making a concerted effort to learn best practices from the acquired company and implement them where appropriate. Known internally as the CEMEX Way, CEMEX standardized business processes, technology, and organizational structure across all countries while simultaneously granting countries certain operational flexibility, enabling them to react more nimbly to local operating environments In addition, CEMEX was known as an innovator, particularly in operations and marketing, and the CEMEX Way encouraged innovation, particularly if it could be applied throughout the firm. For CEMEX, the resulting innovation and integration process was an ongoing effort as it recognized the value of "continuous improvement." The development of CEMEX's growing international footprint and the associated learning process could be divided into four stages: Laying the Groundwork for Internationalization, Stepping Out Growing Up, and Stepping Up. (See Table 1.) This case details how CEMEX has exploited its core competencies, initially generated at home, and enhanced these with learnings from new countries, to begin the cycle again Table 1 CEMEX Internationalization Timeline Key Events Key Steps in Internationalization Process (italics indicate acquisition) Year Stage Laying the Groundwork 1982 Mexican crash Zambrano named CEO Consolidates Mexican market position with acquisition of Tolteca Anti-dumping penalties imposed on exports to U.S. 1985 1989 1989 Stepping Out 1992 1994 1995 Spain Venezuela, Panama Dominican Republic Mexican recession Growing Up 1996 1996 Colombia PMI applied to Mexico Death of CFO 1997- 1999 1999 Philippines, Indonesia, Egypt, Chile, Costa Rica NYSE Listing Stepping Up Southdown US RMC (UK- based global ready-mix) Rinker (Australian/US based global concrete, aggregates) 2000 2005 2007 Laying the Groundwork for Internationalization In the 25 years leading up to the Rinker deal, CEMEX had evolved from a small, privately-owned, cement-focused Mexican company of 6,500 employees and $275 million in revenue to a publicly traded, global leader of 65,000 employees with a presence in 50 countries and $21.7 billion in annual revenue in 2007. See Exhibit 1 for financials and Exhibit 2 for market share information Well before its first significant step toward international expansion in 1992, CEMEX had developed a set of core competencies that would shape its later trajectory including strong operational capabilities based on engineering and IT, and a culture of transparency. It also had mastered the art of acquisition and integration within Mexico, having grown though acquisitions over the years. Between 1987 and 1989 alone, the company spent $1 billion in order to solidify its position at home When the current CEO, Lorenzo Zambrano, assumed this post in 1985, Mexico had already begun the process of opening up its economy, culminating with its entry into NAFTA. The 1982 crash undercut the state-led nationally-focused model that had been predominant in Mexico over the years, and Mexico began the process of entering GATT, the precursor of the WTO. Recognizing that these events would significantly change the Mexican cement industry from a national to a global game, Zambrano began preparing the firm for a global fight. The first step would involve divestitures from non-related businesses and the disposal of non-core assets. CEMEX also began "exploring" opportunities in foreign markets through exports, which required a fairly aggressive program of building or buying terminal facilities in other markets Finally, the company began laying the groundwork for global expansion by investing in a satellite communication system, CEMEXNET, in order to avoid Mexico's erratic, insufficient and expensive phone service, and allow all of CEMEX's 11 cement factories in Mexico to communicate in a more coordinated and fluid way.' Along with the communication system, an Executive Information System was implemented in 1990. All managers were required to input manufacturing data-including production, sales and administration, inventory and delivery- that could be viewed by other managers. The system enabled CEO Zambrano to conduct "virtual inspections" of CEMEX's operations including the operating performance of individual factories from his laptop computer Stepping Out In 1989, CEMEX completed a major step in consolidating its position in the Mexican cement market by acquiring Mexican cement producer Tolteca, making CEMEX the second largest Mexican cement producer and putting it on the Top 10 list of world cement producers. At the time of the acquisition CEMEX was facing mounting competition in Mexico. Just three months before the deal with Tolteca was finalized, Swiss-based Holderbank (Holcim), which held 49% of Mexico's third largest cement producer Apasco (19% market share), announced its intention to increase its cement capacity by 2 million tons. This, along with easing foreign investment regulations that would allow Holderbank to acquire a majority stake in Apasco, threatened CEMEX's position in Mexico. At the time, CEMEX accounted for only 33% of the Mexican market while 91% of its sales were domestic In addition to these mounting threats in its home market, CEMEX was confronted with trade sanctions in the United States, its largest market outside of Mexico. Exports to the U.S. market began in the early 1970s, but by the late 1980s, as the U.S. economy and construction industry were experiencing a downturn, the U.S. International Trade Commission slapped CEMEX with a 58% countervailing duty on exports from Mexico to the United States, later reduced to 31%. In 1992, CEMEX acquired a majority stake in two Spanish cement companies, Valenciana and Sanson, for $1.8 billion, giving it a majority market share (28%) in one of Europe's largest cement markets. The primary motivation for entering Spain was a strategic response to Holcim's growing market share in Mexico. As Hector Medina, CEMEX Executive VP of Planning and Finance explained, "Major European competitors had a very strong position in Spain and the market had become important for them. A further important reason for the acquisition was that Spain during this time was an investment grade country, having just entered the European Monetary Union, while domestic interest rates in Mexico were hovering at 40%, and Mexican issuers faced a country risk premium of at least 6% for offshore dollar financing.' Operating in Spain enabled CEMEX to tap this lower cost of capital not only to finance the acquisition of Valenciana and Sanson, but also to fund its growth elsewhere at affordable rates. (See Exhibit 3 for CEMEX organizational structure.) While this benefit could have been obtained in any EU country, Spain offered considerable opportunities for growth and was relatively affordable. In addition, the linguistic and cultural ties between the two countries made it a sensible strategic move In order to pay off the debt taken on to fund the acquisition, CEMEX set ambitious targets for cost recovery. However, it soon discovered that by introducing its current Mexican-based best practice to the Spanish operation, it was able to reduce costs and increase plant efficiency to a much greater extent, with annual savings/benefits of S120 million10 and an increase in operating margins from 7% to 24%. Thus, while the primary motive for the Spanish acquisition was to respond to a competitive European entry in its home market, a major source of value resulting from the acquisition was the improvement n operating results due to the transfer of best practice from a supposedly less advanced country to a supposedly more advanced one Further, although it had acquired and integrated many firms within Mexico, this acquisition, because of its size and the fact that it was in a foreign country, forced CEMEX to formalize and codify its Post Merger Integration (PMI) process. CEMEX also enhanced its capabilities through direct learning from Spain. The company discovered, for example, that the two Spanish companies were unusually efficient due to the use of petroleum coke as a main fuel source. Within two years, the vast majority of CEMEX plants began using petroleum coke as a part of the company's energy-efficiency program. Accelerating Internationalization and Consolidating the CEMEX Way CEMEX's move into Spain was followed soon after with acquisitions in Venezuela, Colombia, and the Caribbean in the mid-1990s, and the Philippines, and Indonesia in the late 1990s. These acquisitions, by and large, could be seen as exploiting CEMEX's core capabilities, which now combined learnings from the company's operations in Mexico and Spain The PMI process also underwent a significant change during this period. Attempts to impose the same management processes and systems used in Mexico on the newly acquired Colombian firm resulted in an exodus of local talent. As a result of the difficult integration process that ensued, CEMEX learned that alongside transferring best practices that had been standardized throughout the company, it needed to make a concerted effort to learn best practices from acquired companies implementing them when appropriate. This process became known as the CEMEX Way The CEMEX Way, also known as internal benchmarking, was the core set of best business practices with which CEMEX conducted business throughout all of its locations. More a corporate philosophy than a tangible process, the CEMEX Way was driven by five guidelines Efficiently manage the global knowledge base; Identify and disseminate best practices; Standardize business processes Implement key information and Internet-based technologies; Foster innovation As part of the integration phase of the PMI, the CEMEX Way process involved the dispatch of number of multinational standardization teams made up of experts in specific functional areas (Planning Finance, IT, HR), in addition to a group leader, and IT and HR support. Each team was overseen by a CEMEX executive at the VP level.3 The CEMEX Way was arguably what made CEMEX's PMI process so unique. While typically 20% of an acquired company's practices were retained, instead of eliminating the 80% in one swift motion CEMEX Way teams cataloged and stored those practices in a centralized database. Those processes were then benchmarked against internal and external practices. Processes that were deemed "superior" (typically two to three per standardization group or 15-30 new practices per acquisition) became enterprise standards and, therefore, a part of the CEMEX Way. As one industry observer noted, CEMEX's strategy sent an important message of, "We are overriding your business processes to get you quickly on board, but within the year we are likely to take some part of your process, adapt it to the CEMEX system and roll it out across operations in [multiple] countries. By some estimates, 70% of CEMEX's practices had been adopted from previous acquisitions.5 Furthermore, in just 8 years, CEMEX was able to bring down the duration of the PMI process from 25 months for the Spanish acquisitions to less than five months for Texas-based Southdown. Figure 1 Duration of Post-Merger Integration Process Spain 11.5MT 20 15 10 Venezuela 4.3MT Southdown Puerto Rico 11.0MT 1.1MT C 1992 1994 2000 2002 Source: CEMEX sugucy A key feature of the PMI process was the strong reliance that CEMEX placed on middle-level managers to both diffuse the company's standard practices and to identify existing capabilities in the acquired firms that might contribute to the improvement of CEMEX's current capability platform. PMI teams were formed ad-hoc for each acquisition. Functional experts in each area (finance production, logistics, etc) were selected from CEMEX operations around the world. These managers were then relieved from their day-to-day responsibilities and sent, for periods varying from a few weeks to several months, to the country/ies where the newly acquired company operated Because these managers were the ones who did at home what they were teaching newly acquired firm's managers, they were the best teachers as well as the most likely CEMEX employees to identify which of the standard practices of the acquired firm might make a positive contribution if adapted and integrated into the CEMEX Way. On the other hand, because they were seen as the best and the brightest within CEMEX, these managers had the legitimacy to propose and advocate for changes in the firm's operation standards in a way that no other manager could. Hence, PMI team members were low enough in the organization that they were in a unique position to identify and evaluate different ways of doing things. At the same time, however, these managers were high enough in the organization that they could effectively sell' the value of changing a particular practice to corporate level managers Drawing key people from multiple countries to form these teams represented a significant challenge for what CEMEX referred to as 'legacy operations.' Since these positions were not covered with new hires and lowering performance was not in the realm of possibilities, ongoing operations had to find ways to do the same work with less people and uncover the capabilities of those that remained A significant step in consolidating the CEMEX Way and making "One CEMEX" a global reality occurred as the result of the tragic death in 1996 of CEMEX's CFO Gustavo Caballero. Hector Medina, who at the time was the general manager of Mexican operations, took over the CFO role, and Francisco Garza, who had been general manager of Venezuela, was named to head Mexican operations. When Garza took charge of the Mexican operations, he decided to "PMI Mexico," to apply the PMI process to Mexico as if it had just been acquired. Roughly 40 people broken down into 10 functional teams spent between two and three months dedicated to improving the Mexican operation. Savings of $85 million were identified.16 More importantly, it clearly established the principle of learning and continuous improvement through the punctuated PMI process and the continuous CEMEX Way Improvements resulting from the CEMEX Way were not limited to operational processes. During the 1990s, CEMEX also developed a branded cement strategy in Mexico that addressed the specific needs of customers for bag cement. While bulk cement accounted for roughly 80% of CEMEX's cement sales in developed countries, bagged cement represented the same percentage in developing countries like Mexico, reflecting the fact that many households built their own houses.7 These customers were willing to pay a premium for known quality and convenient distribution, and CEMEX steadily introduced value-added features for these customers Finally, with a growing number of plants and markets on the Caribbean rim, CEMEX began actively exploit the capacity for cement trading to smooth/pool demand, economizing on capacity to and raising average utilization rates in an industry notorious for large swings in output in line with macroeconomic fluctuations.18 Stepping Up Toward the end of the 1990s, CEMEX found that there were few acquisition targets that met its criteria of market growth/attractiveness and "closeness" to CEMEX in terms of institutional stability and culture at a reasonable price, and began to consider diversification into other activities, among other things. However, in order to "shake up" its strategic thinking, it made a series of changes in the way it explored potential acquisitions, including asking the Boston Consulting Group, its long-time strategic advisor, to assign a new set of partners. One important resulting change was to redefine large markets, such as the United States, into regions. Once this was done, the United States, which CEMEX planners had viewed as a slow growing market with little fit with CEMEX, was transformed nto a set of regions, some with growth and other characteristics more aligned with the rapidly growing markets CEMEX was used to. This set the foundation for the acquisition of Texas-based Southdown, making CEMEX North America's largest cement producer Another change was to shift the way performance was measured, from an emphasis on margins which had made cement appear much more attractive than concrete or aggregates, to return on investment, which in many cases reversed the apparent attractiveness of different businesses. With this reframing, other targets were identified, most importantly RMC, a UK-based, ready-mix concrete global leader On March , 2005, CEMEX finalized its $5.8 billion acquisition of U.K.-based RMC. This acquisition, which surprised many in the industry who assumed that RMC would be acquired by European firm, was CEMEX's first acquisition of a diversified multinational. a To prevai, CEMEX had to pay a 39% premium,19 and the financial markets did not respond favorably. CEMEX's share price dropped 10% hours after the announcement, and Moody's indicated that it was putting CEMEX on credit watch for a possible downgrade, voicing concern that the size of the RMC acquisition would distract management from its goal of cutting the company's debt.20 The acquisition of RMC significantly changed CEMEX's business landscape. The deal gave the company a much wider geographic presence in developed and developing countries alike, most notably France, Germany, and a number of Eastern European countries. Analysts predicted that as a percent of product revenue, cement would fall from 72% to 54% and aggregates and ready-mix concrete would nearly double from 23% to 42%.21 Meanwhile, revenue from CEMEX's Mexican operations would fall from 36% prior to the deal to just 17% Financially, RMC was suffering. The company recorded a net income loss of over $200 million in 2003, and was trading at six times EBITDA, compared to industry average of 8.5 to 9 times.2 RMC profit margin of 3.6% was far below the ready-mix concrete average 6% to 8%. Culturally, RMC was the polar opposite of CEMEX. RMC was a highly decentralized company with significant differences across countries in business model, organizational structure, operating processes, and corporate culture. CEMEX, in contrast, brought the CEMEX Way and a single operating/engineering culture that connected more readily at the plant and operation level than RMC And yet, despite all of RMC's challenges, CEMEX was able to work its PMI "magic" in a very short period of time. Within one year, CEMEX had delivered more than the $200 million in the synergy savings it promised the market and it expected to produce more than $380 million of savings in 2007.2 CEMEX had clearly joined the big leagues, yet the imprint of its carly years remained very strong In 2007, CEMEX took another major step, acquiring control of the Rinker Corporation. Rinker did not suffer the same lack of learning processes and cultural integration as RMC and thus at least some analysts questioned whether CEMEX would be able to work the same magic once again

Answer 1

1. Following are top 3 three reasons why most of acquisition fail to create value for its shareholders

• Companies invest capital in companies to acquire them but they fail to make an effort to have a common culture or common process – Companies often when invest capital in another capital and push their thought to another company and further lack to understand the importance of reaching to common process or common culture which leads to no clarity why such merger has been done. It is very important to reach to common culture, vision, company future plans, this helps to have better clarity in the minds of everyone and consequently help to achieve the goals.
• Lack of clarity and execution of the integration process – Companies than often fail to do post merge integration in acquiring company which lead to lack of clarity. It is important to have un-biased assessment to identify key employees, crucial projects and products, sensitive processes, policies, challenges.
• Not able to accept the good things of acquiring company and trying to change everything – When a company acquire a new company they often try to change each and every small process of another company and fail to understand that there could be some best practices in the organization, and this lead to a situation of chaos in acquiring company and employees fail to understand the reasons of such changes which lead to negative performance and therefore such changes fail to deliver the results expected

2. Five major components of “CEMEX Way” are following:

• Efficiently manage the global knowledge base
• Identify and disseminate best practices
• Standardized business process
• Implement key information and internet based technologies
• Foster innovation

The reason why this approach been so successful in post-acquisition integration is because it cover each and every process change which is a requisite for the successful integration. Firstly it starts with using global knowledge base which simply means is using the global best practices are producing results in other country so that the new company can also benefit from those practices, further in a new company this helps to identify current best practices of the organization and use them for better results as they may know how to get the work done at ground level by using some process, and next standardized rest of business process to achieve same quality results in the organization which company are achieving in other member companies. Implement key information in new company and promote creativity and innovation which lead to better solution are ways how such process helps to do a better post-merger execution

3. I think companies can learn how important it is to launch best practices and standardizing throughout by showing a concerned effort to learn the new practices from the acquiring company and implementing them wherever required, else standardizing rest of current practices to get the quality result is known as a “CEMEX Way” where standardizing business process, technology and structure while allowing the acquiring companies to have flexibility so that they are able to meet the ground objectives. Further companies can learn the importance of continuous improvement, it’s not that once you have launched and standardized the practices, work is done, looking at how those practices can still be improved is way to achieve the desired results. Finally companies can also learn to identify key talent who knows how to implement such changes in the new companies, who may have done such change in their home company and can now share the experience with new company, such of kind people are best people for train and can advocate companies process to acquiring company as they already have gone through the process once in their home country, this helps in identifying smalls key issues in a new companies as well