Professional Documents
Culture Documents
Addressing Competitive
Addressing Competitive
Addressing Competitive
Responses to Acquisitions
David R. King
Svante Schriber
Competitive retaliation is a significant constraint to merger and acquisition performance that has largely been
overlooked by management research. This article employs competitive dynamics theory to explore how
acquisition characteristics impact the risk of competitor retaliation. It then outlines different tactics that
acquiring firms can use to reduce competitor awareness, motivation, and capability associated with retaliation.
It provides managers with a path to improving acquisition performance and also opens new avenues for
research. (Keywords: Competitive Strategy, Mergers & Acquisitions, Strategic Management)
R
esearch consistently shows that acquisitions typically fail to improve
the performance of acquirers, leading to calls for theory development.1
Traditionally, research takes the perspective of firm managers and
defines success or failure of an acquisition by its ability to improve the
competitiveness of the combined firms. Improved competitiveness for an acquirer
can result from entering valuable new markets,2 accessing valuable resources and
capabilities,3 and realizing acquisition benefits during the integration.4 Given recog-
nition that the best time to attack a competitor is when they are distracted by an
acquisition,5 there is surprisingly little research on reactions by external stakeholders
to acquisitions.
In considering external stakeholders, existing research mainly emphasizes the
importance of maintaining positive relations with suppliers6 and customers.7 How-
ever, in competitive industries, any advantages to acquiring firms likely come at the
expense of competitors that are also pursuing competitive advantage. This suggests
that competitors will respond to reduce the benefits to a firm making an acquisition.
Consequently, the ability of managers to predict, prevent, or mitigate the influence of
competitor retaliation to an acquisition can be expected to influence acquisition
performance. Still, the means of predicting or avoiding competitive responses have
not received significant research attention. This article addresses this gap and comple-
ments the interpretation of acquisitions as competitive moves. Acquisitions are met
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Addressing Competitive Responses to Acquisitions
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Addressing Competitive Responses to Acquisitions
included a $4 billion break-up fee that AT&T paid after regulatory concerns
blocked the combination.19 When the deal with AT&T did not complete, T-Mobile
turned around and negotiated another deal with Sprint that included a $2 billion
break-up fee in another merger that was not approved.20 This suggests competitors
can also drive up the price paid or negotiate concessions from an acquirer. It also
highlights the need to move early to make acquisitions at the start of industry consol-
idation. Finally, it shows that the consolidation in the U.S. telecommunications
industry was not a smooth, incremental process where the most attractive targets
were acquired and integrated without interruption.
Instead, this description shows that an understanding of consolidation in
the U.S. telecommunications is incomplete without considering the competitor
reactions that challenged an acquirer’s ability to improve performance. Acquiring
firm managers were not left undisturbed to create value either before completion
of the deal or during integration after the acquisition. The case shows acquisitions
involve multiple competitor interactions that required different tactics. Altogether,
the case underscores how not considering competitive dynamics surrounding
acquisitions risks lower performance. It also highlights the need for a framework
that analyzes the competitive dynamics surrounding acquisitions.
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Addressing Competitive Responses to Acquisitions
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Addressing Competitive Responses to Acquisitions
include appealing to government regulators and driving up the price paid. The com-
pletion of an acquisition transfers ownership, and it is followed by organizational
change, such as structural, procedural and legal, cultural, and identity integration.37
Competitor responses after an acquisition include retaliatory price changes, complet-
ing a follow-on acquisition, as well as poaching employees and customers.38
Before: Awareness
Confidentiality
Acquisitions that do not merit the attention of competitors are less likely to
experience retaliation. While most acquirers pay attention to confidentiality, we
have spoken with executives who have learned about competitor’s plans from
information left on whiteboards, corporate aircraft flight plans, or conversations
overheard in public. Having this information gave competitors early knowledge
of an acquisition that they used to their benefit. This suggests maintaining confi-
dentiality should be a priority. In addition, media attention surrounding an
acquisition’s announcement can tempt managers to reveal more than is beneficial
from a competitive standpoint. This requires a delicate balance between outlining
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Deception
If avoiding leaking information is one option, actively providing informa-
tion to deceive external stakeholders is another. Applying a policy of ambiguous
communication entails allowing multiple interpretations of the same message.41
Managers can work to increase ambiguity for competitors by presenting multiple
possible interpretations of the intent behind an acquisition. Although it is more
difficult to accomplish for public companies, one political strategy to marginalize
a stakeholder is to distract them with additional and inconsistent information that
can make the intent of an acquisition more ambiguous following its announce-
ment.42 Misinformation might also offer opportunities in immature industries
where news of an acquisition might not stir awareness of a growing threat.
Faster Completion
The time to complete an acquisition reflects the time between an acquisi-
tion’s announcement and the day firms combine into a single legal entity. To the
extent that less time is provided for competitors to react, a competitive response will
be less likely.43 Although limiting concessions during negotiations may achieve a
better deal, it risks prolonged completion and higher competitor awareness. While
faster completion might leave less time for due diligence, it also has the advantages
of lowering uncertainty for employees, suppliers, and customers of a combined
firm, as well as accelerating the realization of an acquisition’s benefits.44
Blend Moves
When the link between an acquirer’s strategic moves and long-term goals
are ambiguous, it is possible to enjoy improved performance.45 At the same time,
acquisitions inherently reveal firm strategy by virtue of involving significant and
largely non-reversible resource allocations—both in terms of the type of resources
or markets strived for and in potentially signaling acquisitions as a preferred
growth strategy. By making acquisition goals more ambiguous, managers can gain
more time to achieve benefits from an acquisition by making it more difficult for
competitors to analyze the true goals of the acquisition and to implement an effec-
tive response. Blending acquisitions with other strategic moves may make a firm’s
strategic intent and options less obvious.
Multiple, smaller moves can also lower competitor awareness. This is compa-
rable to the analogy of a frog staying in water that is slowly brought to a boil. Smaller
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Addressing Competitive Responses to Acquisitions
acquisitions or a blend of strategic moves that do not cross the threshold for a com-
petitor response may desensitize competitors or make it less alarming. For example,
IBM’s diversification with the acquisition of Rolm in 1984 resulted from a series of
moves that led to anticipation of IBM making an acquisition.46 In this circumstance,
a blend of moves sensitized competitors to an acquisition. It is also possible that a
blend of strategic moves offers the opportunity of making it more difficult to decipher
a firm’s strategic intent. Either circumstance is likely to make a single acquisition
(strategic move) less noteworthy to competitors. Thus, even if past acquisitions
reveal selection heuristics that could be used to predict future acquisitions,47 blend-
ing strategic moves may reduce competitor awareness of a firm’s overall intent.
Before: Motivation
Growing Industries
While industry growth can have a positive net effect on the performance of
any firm, acquirers can benefit from a more benevolent environment. When the
size of an industry is growing, there will be less concern that an acquisition will
take away from competitors. Meanwhile, acquisitions in a consolidating industry
environment will increase the stress of remaining competitors already concerned
with market share and even survival. As a result, it may be better to target grow-
ing industries for an acquisition, as contracting industries display increased com-
petitive responses.48 In general, acquisitions in a growing industry will experience
lower competitive retaliation, as investments by firms focus more on improving indi-
vidual results and less on decreasing the performance of rivals.49
Fragmented Industries
While targets in concentrated industries may offer an immediately estab-
lished position to would-be acquirers, it is unlikely these firms can be purchased
without a high premium or other complications, including regulatory oversight.
Depending on the regulatory environment, concentration of the industry, and size
of combining firms, acquisitions in the same industry may require government
approval. With fewer competitors, each competitor in a concentrated market has
more at stake, increasing motivation to respond to an acquisition. For example,
All Nippon Airways, which enjoyed a 50 percent domestic market share in Japan,
protested that the 2001 announced merger of Japan Airlines and Japan Air System
would reduce competition, driving concessions before the deal was completed in
2002.50 All Nippon Airway’s response to the proposed merger of its rivals reflected
its high stakes and the simple act of protesting reduced the advantages available to
its merging rivals. In contrast, competitor retaliation will be less when acquisitions
occur in a fragmented industry. For example, Nordic lock and security firm Assa
Abloy’s successful global growth through repeated acquisitions can largely be
explained by its operating in a fragmented industry where each acquisition repre-
sented only a gradual increase in competitor motivation to respond.
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Addressing Competitive Responses to Acquisitions
effected competitor responding in another market.51 This suggests that the motiva-
tion to engage in competitive jostling is not always balanced, but can be asymmetric
with one competitor being relatively more vulnerable than another.52 An acquisi-
tion that targets an area where competitor retaliation is restrained may achieve
higher performance, even if the competitor is aware of the move. However, it is
possible that change, such as an acquisition, may disrupt forbearance.53 As a result,
an acquirer should have a clear understanding of its position relative to competitors
in markets beyond the industry targeted for an acquisition in order to benefit from
competitive asymmetry.
Before: Capability
Early Acquisitions
Acquisitions occur in waves, and when consolidation first begins in an indus-
try, early acquirers are able to pick the best targets. For example, Lockheed Corpora-
tion’s acquisition of General Dynamics’ aircraft division in 1993 occurred early in
that decade’s defense industry consolidation and it involved one of the strongest air-
craft product lines and production facilities.54 Although opportunities can come from
competitors divesting assets following an acquisition,55 research suggests that early
acquirers benefit from first-mover advantages that keep resources from a rival.56
Further, early acquisitions receive less regulatory oversight, and at the same time
they may preclude later acquisitions due to increased competition concerns. This
occurred with the 1995 acquisition of Scott Paper by Kimberly-Clark that contributed
to losses by competitors who were prevented from pursuing consolidation.57
When valuable to multiple competitors, resources acquired by early mov-
ers will put late movers at a disadvantage, resulting in a race to acquire better
resources,58 as exemplified by a five-way “takeover frenzy” in the U.S. healthcare
industry that became public in June 2015.59 The implications of losing these races
can be significant. For example, competitor share prices have been found to fall
significantly when acquisition announcements state others lost the race to acquire
a target.60 Further, follow-on acquisitions used to retaliate to an acquisition in an
industry have been found to be associated with lower performance.61
Toe-Hold Investments
Small investments with an equity or non-equity alliance or minority acqui-
sition enable testing the waters for a full acquisition with lower risk. A minority
acquisition (purchasing less than 50 percent of a target) can help overcome infor-
mation asymmetry and valuation concerns to avoid the “lemons problem” of
adverse selection in a later, full acquisition.62 While they can make competitors
aware of a firm’s intentions, small investments have the advantage of previewing
a target and make an acquisition less urgent by reducing the chance of a compet-
ing bid.63 Google appears to have taken the pursuit of advanced information with
small investments one step further by exploring partnerships with private equity
firms to help identify and structure acquisitions of privately held firms that com-
petitors are less likely to disrupt.64 Additionally, prior interactions may facilitate
integration. This suggests toe-hold investments can reduce competing bids by
competitors designed to disrupt an acquisition before it completes.65
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Friendly Deals
There are advantages of acquiring a target that wants to be acquired. When
a target is open to an acquisition, there is an increased chance that integration
resulting in a combined firm will be easier and faster.66 In contrast, managers
attempting hostile acquisitions risk higher premiums to overcome resistance to
completion of a deal, as well as inviting competing bids that drive up acquisition
premiums associated with firms that win competing bids risking a “winner’s curse”
from paying a price higher than justified.67 Integration of hostile deals can also be
complicated by higher personnel turnover.68 Though there is less turnover of target
managers in a friendly deal, target managers often still feel taken advantage of in an
acquisition.69 Steps taken by an acquiring firm to maintain the support of target firm
managers can improve acquisition outcomes.70 While acquirers need to consider the
conditions following an acquisition that influence competitor success in reducing
planned benefits from making an acquisition, competitors are less capable of interfer-
ing with friendly (vs. hostile) deals before an acquisition.
After: Awareness
Information Management
Limiting information available about a firm’s integration plans can increase
competitor uncertainty. Typically, employees will want to understand the implications
of an acquisition driving the need to reduce their uncertainty following an acquisition.
Failure to provide sufficient information correlates with employee dissatisfaction and
turnover that can enable competitor poaching of employees.71 Meanwhile, providing
employees with information on different scenarios that allows for vagueness and mul-
tiple interpretations can facilitate change.72 Limiting disclosure of specifics can also
limit publicly available information on plans that competitors could then disrupt.
Additionally, ambiguity may facilitate integration by allowing multiple employee per-
spectives to coalesce around a common understanding.73 A successful balance toward
information disclosure and ambiguity relates to governments classifying information
on a “need to know” basis. To the extent competitors can disrupt plans, what is
intended with an acquisition should be kept out of the public arena.
After: Motivation
Portfolio of Acquisitions
Managers have fewer options to alter the motivation of a competitor to respond
once an acquisition has taken place. Still, making an acquisition part of a portfolio or a
series of smaller acquisitions will entail less risk than a large acquisition by spreading a
firm’s investment across multiple acquisitions. Pacing the rate at which acquisitions
are made offers additional advantages. First, it reduces indigestion problems by allow-
ing managers to focus on integrating the target to enable better acquisition outcomes
than possible with concurrent acquisitions.74 Second, smaller acquisitions also offer
the benefit of reducing competitor motivation to respond by having less at stake.
Finally, small acquisitions enable faster integration that can give competitors less time
to respond effectively. These advantages contrast with the risk and threat posed by
merger of equals that generally do not end well (e.g., Daimler-Chrysler; AOL and Time
Warner).
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Addressing Competitive Responses to Acquisitions
After: Capability
Build Capabilities
Firms with developed organizational acquisition capabilities are better at
integrating firms. However, building an acquisition capability requires consistent
and varied acquisition experience to help managers know when prior experience
applies.75 A long-term commitment to ensure that capabilities to complete an
acquisition exist is needed prior to engaging in acquisition activity, but this begins
with codifying experience after an acquisition.76 In addition, by considering com-
petitor retaliation to reduce the benefits of an acquisition, the primary benefit
from a firm having an acquisition capability comes from reducing retaliation after
an acquisition completes.
There are several reasons an acquisition capability can help firms mitigate
competitor retaliation. First, acquisitions by firms with developed acquisition
capabilities experience more positive investor responses.77 Positive stakeholder
responses carry over to integration to facilitate reaching acquisition goals more
quickly. For example, Cisco’s reputation from making acquisitions facilitates its
negotiations with and integration of target firms.78 Second, more capable
acquirers will have processes in place to enable reaching agreement on a deal
quickly. This is illustrated by the agreement to combine Lockheed Corporation
and General Dynamic’s aircraft division in 1993, only 27 days after the first meet-
ing by the CEOs.79 Third, faster integration minimizes disruption to employees
and customers and prolongs the time that benefits are enjoyed before competitors
respond. Although speed must be weighed against internal, socio-cultural consid-
erations,80 speed can limit the ability of competitors to respond by accelerating the
value creation from an acquisition. For instance, competitor adjustments can
begin to deteriorate the benefits from making an acquisition a year after the
acquisition.81 A clear advantage of having developed acquisition routines then
relates to reducing competitors’ capability to retaliate to an acquisition by swiftly
achieving planned benefits. This explains the emphasis by General Electric on
the first 100 days following an acquisition.82 Finally, an acquisition capability
can include routines for responding to competitors, or serve as a form of deter-
rence.83 The risks of competitive retaliation can be reduced if firms invest in
developing capabilities from acquisition experience.
Related Acquisitions
Relatedness also impacts the degree of influence that competitors can exert
over the integration process. Relatedness is closely intertwined with the type of
gains attributable to acquisitions. For example, related acquisitions are motivated
by increased efficiency and economies of scale that are viewed as an aggressive
move to lower costs, thus motivating competitor responses. However, competitor
influence over cost reductions associated with reducing duplication in related
acquisitions are more limited and provide smaller vulnerability to competitive
responses. Thus, even if the impact of related acquisitions is more visible, antici-
pated benefits are less open to competitor retaliation. In comparison, for unrelated
acquisitions, the benefits from the differences between acquirer and target rely on
creating unique customer offerings.84 As a result, new or multimarket competitors
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are better able to respond to unrelated acquisitions where benefits from an acqui-
sition depend on customer acceptance that is sensitive to retaliation.85
Continuous Scanning
Military history underscores the benefit of continued reconnaissance. Sim-
ilarly, managers need to avoid thinking that the competitive pressures that drive
acquisitions recede following the completion of an acquisition, and they should
avoid overly focusing their attention on internal integration issues. Continued
scanning of a firm’s environment for opportunities and competitive threats will
continue to be necessary, as competitor responses to an acquisition will be less
public, eliciting the need to actively scan for them. Adjusting integration to mini-
mize or avoid the damage of competitive retaliation depends on established pro-
cesses for continuous environmental scanning, and it is comparable to firms
earning a reputation as “acquirer of choice” in their industries. Specifically, firms
with a demonstrated understanding of the competitive dynamics surrounding
acquisitions may also develop a reputation for vigorously defending their acquisi-
tion profits, which reduces competitor motivation to retaliate.
Discussion
The success or failure of an acquisition is defined by its ability to improve
the competitiveness of the involved firms. Our combination of acquisition and
competitive dynamics research illustrates how improving the success of acquisi-
tions depends not only on pursuing benefits, but also mitigating the risk and
effects of competitor retaliation. Our integration of acquisition and competitive
dynamics research demonstrates that a traditional focus on the pre-acquisition
strategic fit or post-acquisition integration between firms is incomplete, and that
research attention must also begin to consider the competitive environment sur-
rounding an acquisition. Importantly, our framework also shows that acquiring
firm managers can combine different tactics to lower competitor awareness, moti-
vation, and/or capability to retaliate.
While we have treated each phase and element of the Awareness-Motivation-
Capability framework separately for analytical reasons, they are highly intertwined in
most real-world competitive situations. Actions before acquisitions have repercus-
sions after they are completed, as well as integration efforts that influence competitor
willingness to respond in subsequent acquisitions or that even impact the willingness
of firms to be acquired. For instance, some tactics can be expected to be mutu-
ally reinforcing, such as a focus on confidentiality before completion usually
being followed by careful information management that also works in favor of
reducing competitor awareness after completion. However, the effects of differ-
ent strategic actions can be expected to partly contradict one another. For
example, blending strategic moves to reduce competitor awareness before com-
pletion can reduce the organization’s ability to develop acquisition capabilities
that depend on repeated use of acquisitions.86
The interaction effects between tactics are usually idiosyncratic to each
particular deal and its competitive environment. Put differently, not only does it
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Addressing Competitive Responses to Acquisitions
matter that no two acquisitions are alike,87 the competitive landscape and poten-
tial for retaliation will also be unique for each acquisition. For example, actions
made by larger firms are more visible and are more likely to drive competitor
retaliation.88 However, larger competitors tend to announce responses quickly
as a signal to protect their image, but they are then slow to implement them.89
The consequence is that the tactics need to be balanced against each other into an
overall acquisition strategy. While selection based on pre-acquisition characteristics
of combining firms remains important and can influence competitor retaliation to
an acquisition, anticipating improved acquisition performance from pre-acquisition
characteristics likely relates to a necessary but not sufficient condition. Instead,
improved acquisition performance depends on managing both internal organiza-
tional processes with external competitive dynamics. To the extent that a combined
focus on internal and external (as well as pre-acquisition and post-acquisition) con-
siderations is achieved, managers will realize more of the gains expected from an
acquisition for their firms and shareholders.
Research clearly shows that acquisitions, on average, do not create value.90
Mainly, research has focused on factors internal to combining firms, including poor
strategic fit or problems during integration. However, additional insight can be gained
from considering factors external to the involved organizations. While prior acquisi-
tion research has pointed to dynamics in business relations, little explicit attention has
been given to competitor retaliation to acquisitions. This is curiously at odds with the
dominant strategic perspective that acquisitions can contribute to competitive advan-
tage and represent a strategic move by firms. As a result, our consideration of the
competitive dynamics surrounding acquisitions, as well as our identifying the factors
that influence it, offers a more balanced perspective for acquisition theory.
Managerial Implications
Our framework aims to complement and not compete with current manage-
rial advice. We have outlined some tactics that can be employed to reduce the risk of
competitive retaliation to acquisitions in a framework that can be applied by manag-
ers to different acquisitions. Still, complete competitor passivity to acquisitions is
unlikely for acquisitions motivated by strategic benefits. Therefore, developing an
acquisition capability requires channeling competitor retaliation—both potential
and realized—into manageable risks. Acquisition strategy then needs to consider
which risks of specific competitive moves can be managed, and which remaining
risks are acceptable. Additionally, implementation also needs to consider what rea-
sonably can be achieved given typically strained managerial resources during an
acquisition.91 This leads us to offer managers two sets of balancing recommendations
that, if managed properly, will increase the likelihood of acquisition success:
§ Balance the effects of different tactics to avoid competitor retaliation. When combined,
the effects of different tactics can be symbiotic or antagonistic. Forming a coherent
competitive acquisition strategy can reduce the risk of competitive retaliation,
prepare responses to unavoidable competitive moves, and increases manager
overall awareness of risks surrounding an acquisition. When successful, this
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Notes
1. Jerayr Haleblian, Cynthia E. Devers, Gerry McNamara, Mason A. Carpenter, and Robert
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Addressing Competitive Responses to Acquisitions
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CALIFORNIA MANAGEMENT REVIEW VOL. 58, NO. 3 SPRING 2016 CMR.BERKELEY.EDU 123
Addressing Competitive Responses to Acquisitions
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