Course Title: Cross Border M&A and Integration Seats ___

Name of the Instructor: Prof. Srinivasa Addepalli Course Credit: 0.50

General Description and Intent of the Course:

Research has shown that M&A is fraught with high risk; the multi-national nature of recent deals (over
40% of all deals) only increases this risk. Not only are cross-border deals more complex from legal,
financial and regulatory perspectives, they are accompanied by greater integration challenges. Moreover,
“emerging markets” and “developed markets” are highly misleading terms since they suggest certain
uniformity of opportunities, issues, behaviour, etc.

In every firm that pursues cross-border acquisitions, managers from all parts of the organization are
affected, some more than others. It begins with the strategy, the reasons that drive the need to even
evaluate cross-border M&A. Having established the business need for it, most firms proceed to the deal-
making process. They rarely pause to assess if they are prepared, organizationally, to expand into newer
markets and moreover, integrate with another organization in those markets. The deal- making process for
cross-border transactions is often more complex than that for domestic M&A; managers are often not
prepared with the tools to address this complexity. Integration, like the marriage of two people, requires
complex planning before, during and after the event. Cross-border integration throws up issues of
organization culture, people practices and work styles that may not be seen in domestic deals.

Learning Objectives of the Course:

Very few firms are truly global in terms of their organizational structure, people or culture, yet there is
desire to become global, fast. In an environment where everything is measured through quarterly
performance and planning horizons have become shorter, acquisitions have become the popular route to
expansion and growth. The strategy, finance and legal teams that manage the M&A process, particularly
in most Indian organizations that are pursuing cross-border deals for the first time, usually learn on the
job. Managers can however be better prepared by understanding:

1. When and why a firm should pursue inorganic growth outside home markets.

2. How to manage the cross-border M&A process.

3. How to manage cross-border integration.

Pedagogy:

The course methodology will include:

• Case Discussions
• Experience Sharing by Faculty
• Group Assignment

Pre-requisites:

None
Evaluation1:
1. Class Participation (CP) 20%
2. Group Assignment 40%
3. End-term Exam (case study) 40%
Total 100%

1 Minimum 3 components required including at least one student component such as CP, project, etc
Detailed Schedule (Session wise topics with list of cases/reading materials):
Session# Topic
1 What is driving Cross-border M&A?
2 Expansion from Emerging Markets
3 Market Prioritization & Deal Process
Management
4 Regulatory & Legal Issues around M&A:
USA/UK & China
5 Expansion into Emerging Markets (China)
6 Expansion into Emerging Markets (India)
7 Valuation in Cross-border M&A
8 Integration of Companies or Cultures?
9 & 10 Project: Student Presentations & Discussion
Cases/Readings
Cases : Mittal Steel in 2006: Changing the Global Steel Game by Pankaj Ghemawat
and Ravi Madhavan, 2010, IESE
Readings : 1. Global Value Creation: The ADDING Value Scorecard by Pankaj
Ghemawat, 2007 Harvard Business School
2. Pursue Game-changing Acquisitions and Partnerships: Making Strategic Deals in
a 
Downturn by David Hardling and Darrell Rigby, 2009, Harvard Business Press
Cases : Tata Communications: Emerging Markets Growth Strategy by Srinivasa
Addepalli and Prashant Kale, 2014, ISB
Readings : Emerging Giants - Building World-Class Companies in Developing
Countries by Tarun Khanna and Krishna G. Palepu, October 2006, Harvard Business
Review
(Faculty presentation in class/Guest speaker via conference)
International Alliance Negotiations: Legal Issues for General Managers by Elise
Campbell and Jeffrey J. Reuer, Jan-Feb 2001, Business Horizons
Cases : eBay’s Strategy in China: Alliance or Acquisition by Lu Jiangyong, Zhigang
Tao, Isabella Chan, 2007, University of Hong Kong
Readings : When to Ally and When to Acquire by Jeffrey H. Dyer, Prashant Kale,
and Harbir 
Singh, July-August 2004, Harvard Business Review
Cases : UTV and Disney: A Strategic Alliance (A) by Atanu Adhikari and Rama
Deshmukh, 
2010, Ivey School of Business

Readings : UTV Software_IDFC _August 2011
Cases : Cases discussed earlier to be used
Readings : Faculty notes
Cases : Cases discussed earlier to be used
Readings : Don’t Integrate Your Acquisitions, Partner with Them by Prashant Kale,
Harbir Singh, Anand P. Raman
Notes:
Session 3: Presentation & discussion topic would include:
a) Framework for prioritization of (overseas) markets
b) Deal sourcing (M&A networks, I-Banks, etc.)
c) Deal Pipeline / Funnel Management (Sourcing to Signing)
d) Composition & management of a cross-border deal team, with particular reference to advisors
Guest speaker (TBD) – Senior Investment Banker with cross-border deal experience

Session 4: Presentation & discussion topic would include:

a) Top five M&A legal issues every manager should know
b) Comparing & contrasting M&A in USA/UK and China:
a. Deal Structure options
b. Foreign Investment Rules / Approvals
c. Anti-trust and other approvals

Assignment: Participants (in groups of 3-4) are required to critique any one cross-border M&A transaction involving an Indian company that
occurred between 2000 and 2015. Analysis should cover:
1. Strategic Context of the Industry, Market and Company
2. Options Available
/ Alternatives
3. Valuation and Deal-making

4. Integration and Post-Deal Behaviour
5. Outcome

A Written Executive Summary (max 5 pages) is due at the end of Session 10; each group would be required to present their critique for 15 minutes
during Sessions 9 & 10.

Reference Book (optional reading): Redefining Global Strategy: Crossing Borders Where Differences Still Matter by Pankaj Ghemawat
Instructor

Srinivasa Addepalli is the Founder-CEO of GlobalGyan Academy of Management Education, an executive education firm. He was earlier Chief
Strategy Officer at Tata Communications. He was responsible for strategy development and execution, and manages all new strategic initiatives at
Tata Communications including growth plans, entry into new markets and mergers and acquisitions.

Srinivasa has considerable experience in M&A and integration, particularly cross-border deals having managed Tata Communications’ multi-
national acquisitions of Tyco Global Network (TGN) and Teleglobe, amongst many. His experience with acquisitions began with the Tata group
acquisition of a strategic stake in VSNL disinvestment in 2002. Later, as part of the corporate team of Tata-VSNL, Srinivasa led the identification
and execution of the acquisitions of TGN in 2004-05 and Teleglobe in 2005-06. TGN was the division of US headquartered Tyco International,
with submarine cable network assets and operations across USA, Europe and Asia. Teleglobe, a Bermuda incorporated, Montreal headquartered
and NYSE listed company, had people and operations in five continents. These acquisitions created the platform for VSNL (later renamed as Tata
Communications) to become a leading global provider of communications services to other telecom carriers and large enterprises.

As the head of Tata Communications’ corporate strategy and a member of its apex management committee, Srinivasa was closely involved with
Tata Communications’ global expansion, investments, strategic alliances, acquisitions and divestments. Srinivasa has been named in the Global
Telecoms Business 2010, 2011 and 2012 lists of top 40 global telecom executives under the age of 40 who will lead the industry in future.

Srinivasa holds a Post Graduate Diploma in Management from the Indian Institute of Management Ahmedabad (IIMA; class of 1999). Earlier, he
graduated with distinction in Electronics Engineering from the National Institute of Technology, Surat.

More details about Srinivasa are available at: http://in.linkedin.com/in/addepalli