FINANCE

J. Crew potential settlement could extend bidding period

BY CSA STAFF

New York City — A Tuesday report by Bloomberg said that J. Crew Group is close to settling a shareholder lawsuit over its proposed $3 billion takeover by private-equity firms TPG Capital and Leonard Green & Partners LP.

Citing two unnamed sources, the report said that as part of the settlement, J. Crew would extend the period to solicit competing offers until Feb. 15 and add provisions that make it easier to accept a rival bid.

An agreement, which would also include a $10 million payment to plaintiffs, may be announced Tuesday, according to the report.

J. Crew didn’t get any bids to better TPG and Leonard Green’s offer for the retailer by the original Jan. 15 deadline. Sears Holdings and Urban Outfitters had studied possible offers, according to reports.

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Driving merger and acquisition successes in 2011

BY CSA STAFF

By George F. Brown, Jr., [email protected]

The increased pace of merger and acquisition activity late in 2010, including some huge deals, suggests that 2011 will be an active year. Low interest rates, significant cash on many firms’ balance sheets, and stock prices that are low enough to attract buyers but high enough to move sellers off the sidelines all reinforce that possibility.

Decisions on acquisitions are always a challenge. There is extensive literature that documents the too-high percentage of failed combinations, ones that failed to reward shareholders with a positive return on their investment. Yet most firms are motivated to consider acquisitions as an element of their growth strategy, citing the potential contributions from acquired firms, including ones targeted to fill gaps in a firm’s portfolio and ones seen as having the potential to help create a game-changing position. And often it is the case that an acquisition can bring assets and competencies that are otherwise either unavailable or that would take years to develop.

The hardest acquisitions to evaluate are those that involve a decision to enter a new line of business and new markets. “Bolt-on acquisitions” are far simpler, involving familiar business environments with known characteristics and risks. Often, the acquisition target in such situations is quite familiar to the acquiring firm as one of the well-known players operating in the same market. But when the acquisition option involves a new and unfamiliar situation, the need to ask the right questions becomes paramount.

Most corporations have established solid processes of due diligence to evaluate acquisition candidates, spanning a wide spectrum of economic, legal, and other factors. In the implementation of these processes, there is an intense focus on the firm targeted to ensure that its market position is solid, its assets secure, and its financial structure sound. Such assessments are critical to decisions likely to yield success in the end.

In analyzing acquisitions that succeeded and ones that failed, one insight that has emerged is that this strategic due diligence process should also focus on the overall market in which the acquisition candidate operates and link insights that emerge to the capabilities of the acquiring firm itself. Quite a few of the problems of failed acquisitions had nothing to do with the firm that was acquired. Rather, they could be traced to changes taking place in the broader business environment that the acquiring firm was ill-prepared to address.

The starting point for this assessment is a set of questions that are already part of the due diligence process for most firms. Is this a good business to be in? Do the firms in this business make money, and does the forecast point to a positive future outlook? Does the business create legitimate value for its customers, and is this value recognized? Are the firms in this industry that create value for their customers rewarded for their contributions, or is the business characterized by aggressive price-buying?

Adverse answers to such questions trigger the caution flags, and appropriately so. But even when the answers are positive and the future outlook appears rosy, it makes sense to develop scenarios that are disruptive. A starting point is to ask the acquisition team and available experts the question “If five years from now, this industry looked totally different, can you give me a scenario as to how that might have happened?” In quite a few cases, that question has triggered ideas about opportunities that exist for a “game changing” strategy that will generate value and rewards for the firm that implements it.

Sometimes the scenario involves changes that are taking place in the business environment (e.g., technology innovations, new regulations, changes in demand patterns, distress situations involving current players in the market, etc.). Other times the scenario involves a firm implementing a strategy that creates value in a new way (e.g., through rolling up smaller firms and creating economies of scale, through some technology foundation that provides an advantage, etc.). Sometimes the scenario involves changes that undermine the current foundations for industry profitability (e.g.., new competitors that overcome barriers to entry). And sometimes the scenario involves growth through the industry’s expansion into new global markets or adjacency businesses. In all of these cases, when it is possible to identify a disruptive strategy that creates a “leadership position” that can be sustained, it has to be taken as a serious possibility.

Whether the disruptive scenario is one involving a great upside or a significant downside risk, it has to be included in the acquisition evaluation and plan. That evaluation and plan must start with self-examination on the part of the acquiring firm. The acquiring firm must ask if it is the “right firm” to implement such a strategy. It must ask whether there are reasons why it is better positioned for success than are others (e.g., expertise in the market, synergy through existing operations, core competencies that are transferrable, assets that can be leveraged). It must ask if the business model changes that will be required are practical in terms of its demands on resources (financial resources, human resources, etc.). It must assume that competitors will react, and decide if their reactions can be thwarted in order to ensure that the pro forma forecasts associated with the strategy are realized. Far too often, the acquisition decisions and business case assume a “steady-on-course” future for the acquired company, when the reality in fact involves significant change, disruption, and requirements for investment of time, money, and expertise.

The business environment of 2011 and beyond is one in which this guidance is likely to be of even greater importance than normal. There are significant changes taking place in many markets, as they recover from the recession, as the forces of globalization introduce new competitors and sources of innovation, and as slow-moving trends in the economy motivate decisions to implement new business models. Evaluating the potential for disruption and determining if your own firm is in a solid position to gain during such times can allow decisions on acquisitions to result in success stories that strengthen your prospects for sustained profitable growth.

George F. Brown, Jr. is CEO and cofounder of Blue Canyon Partners, a strategy consulting firm working with leading business suppliers on growth strategy. He also, along with Atlee Valentine Pope, is the author of “CoDestiny: Overcome Your Growth Challenges by Helping Your Customers Overcome Theirs” (CoDestinyBook.com). Brown can be reached at [email protected].

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Francis holds key to Canadian conundrum

BY CSA STAFF

Conventional wisdom seems to be that Target will be as successful in Canada as it has been in the United States, following last week’s bombshell announcement that the company would enter the market via an acquisition. Target said it would acquire leasehold interests in 220 Zellers stores from the Hudson’s Bay Company, and during 2013 and 2014 it would open between 100 and 150 of the locations as Target stores.

The man in charge of the heavy lifting, and one of the reasons why Target’s brand of retail is expected to succeed in Canada, is Michael Francis, Target’s chief marketing officer. A lot of companies about to embark on their first foray into an international market might opt for a seasoned operations executive to manage the details. Not Target. They are putting the head marketing guy in charge because, long before Target ever arrives in Canada, the company wants to be sure it is preceded by its reputation that will ensure shoppers flock to its stores on opening day to discover what all the fuss is about in the states.

That strategy may make sense for Target, but Francis had better be sure he has the company’s best operations, supply chain and human resource executives helping him. New market entries on the scale that Target is about to undertake are fraught with potential trouble spots. Granted, it is Canada, but Target has never expanded beyond U.S. borders let alone with 100 to 150 stores during a two-year period. A lot could go right, and a lot could go wrong.

Just ask Walmart. The company operates 323 stores in Canada, and by the time Target opens its first stores, Walmart will have been operating in the market for nearly 20 years. It entered Canada via the acquisition of 122 Woolco stores back in 1994, and early on the company had a rough go of things for many years.

Target’ entry into Canada is no slam dunk, even though early commentary from financial analysts is giving the company the benefit of the doubt.

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