Among the challenges that companies may face during the post M&A phase, cultural integration can be seen as one of the trickiest tasks. Cultural differences which are inevitable in any deal are always there. The link between how people from autonomous groups live together and the deal result is an interesting topic that needs to be investigated. Since we have an interest in developing the understanding of cultural differences during integration process in cross-border M&As, the research question “How do cultural differences arise in cross-border M&As during the integration process and do they impact the deal result?” is formulated. This thesis presents a model that demonstrates elements of cultural differences from three levels, national, organizational and personal. In this model, these levels can be seen as interrelated to each other in which the inner layer is impacted by the outer one. As a result, personal culture, as the most inner layer, is doubly impacted by the other two, national and organizational levels. Given that the scope of our thesis is for cross-border M&As, after investigating these three levels of culture, we found that organizational and personal differences are real in any M&As no matter domestic or cross-border deals. Differences at national level, on the contrary, are the first element that should be mentioned as a root of cultural differences in companies from different nationalities. From the understanding about emergence of cultural differences, we further study to see if they leave any effect on the deal result. In the empirical section, from the cultural gap analysis of each case, it was surprising to see that the relationship between cultural gap and deal result of two of four cases, are opposite to Rankine´s theory. At this point, we can see that M&As between companies similar in culture is not always successful or that failure between organizations having significantly different cultures is not always true, and then the empirical study on the acculturation dynamics made the further explanation that cultural differences are not the critical factor leading to success or failure, but rather how participants in integration perceive and respond to the cultural differences will impact the deal result.

This paper presents an analysis on Due Diligence process as a tool to reduce the Mergers and Acquisition (M&A) risk of failure which is used by the acquirer to gather quantitative but also qualitative information about the target in the pre-merger deal, before to sign the agreement of the deal. However, the process is sometimes unknown or underestimated since the executives sometimes want the deal to be closed as soon as possible, and neglect some critical factors which can be important to get a true vision of the target and therefore increase the chance of success of the deal in future. In the view of the enormous economic significance in M&A transactions numbers and volume, it is alarming that more of half of all transactions do not lead to the desired objectives. To investigate in this problem, some studies have emphasized Due Diligence impact to increase M&A chance of success. Indeed, Due diligence is viewed as the only way to find out as much information as possible on the target company. It is a way to conduct a comprehensive investigation into this potential target. In this thesis, we will focus on Financial Due Diligence which is an unavoidable way to evaluate the target to allow getting financial information, but show its limits. That is the reason why, we will highlight the role of the Strategic Due Diligence in this paper, which fulfill the FDD limits since it allows the bidder to thinks strategically as each deal is unique in what its value drivers are. Finally, in this paper we concluded that the SDD is the way companies should perform the DD to increase the M&A chance of success since each deal is unique in what its value drivers are and that is what SDD is all about. To support our paper, we have addressed two interviews with 2 financial analysts who work in audit companies located in Stockholm to gather their points of view on the subject. Moreover, both of our case studies on BNP Paribas and HP provide illustrative example on how financial and strategic Diligence can be conduct.

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Mergers and Acquisitions (M&As) are a popular strategy companies undertake in order to create value and synergies, and also to increase the competitiveness of the firm.  Findings from previous studies show that many M&As fail to create value, however there is also existing evidence that they do, where the execution plays a major role. The success of an M&A depends on both internal and external factors such as the competitive strengths of the firm, strategic fit, and growth of the market. It is argued that problems such as poor management within M&A processes could affect the outcome of the M&A in a negative way. Previous research shows that middle managers play a key role in strategic change processes such as M&As. When companies go through strategic change, the entire company gets involved; however the middle manager is the one who must keep in contact with co-workers, customers, suppliers, and top management at the same time. The purpose of this thesis was to investigate middle managements’ perception of changed competitiveness after an M&A has been completed. In order to fulfill the purpose, we used a qualitative approach where we conducted a case study and made interviews with middle managers at Toyota Material Handling’s German subsidiary that had recently gone through an M&A process. Our findings show that when a company is buying another company it needs to see the positive assets from another perspective than only through possible gains in market shares and synergies. When the two companies merge they must take advantage of each other’s specific resources that have made each company successful. Furthermore what fosters increased competitiveness after a merger is good information and communication about goals and strategies. What in turn hinders increased competitiveness after a merger is low flexibility in terms of not being able to adapt to market changes fast enough, and to have an organization that does not make it possible for employees to bring up their opinions.

I en pågående globalisering, skapas fler och fler unioner eller liknande handelsavtal, där syftet är att främja den egna regionen och dess markand. Möjligheterna är enorma för företagen inom dessa regioner, då alla barriärer är borta och landsgränserna utsuddade. Detta skapar även hårdare konkurrens och aktörer från andra delar av världen vill komma in på dessa marknader och ta del av vinsterna. Det snabbaste och enklaste sättet att ta sig in på marknaderna är genom förvärv, då befintliga etablerade företag köps upp. Frågan är huruvida dessa regioners marknader reagerar, då ett företag som kommer utifrån regionen köper upp ett företag inom regionen eller om förvärvet sker inom regionen. Syftet med denna uppsats är att undersöka om det finns någon mätbar skillnad i den abnormala avkastningen vid gränsöverskridande förvärv, som kan härledas till uppköparens ursprung. Fokus ligger på skillnaden mellan företag från den Europeiska Unionen och företag utanför gemenskapen. Vidare skall denna uppsats undersöka lönsamhetsutvecklingen efter genomfört uppköp. Den metoden som har valts för att studera problemet är en eventstudie, som anses vara det mest lämpade vid undersökning av den abnormala avkastningen. En intervju har även genomförts, för att få mer djup i undersökningen och en lönsamhetsundersökning, för att utläsa effekterna hos budföretaget efter förvärvet. I lönsamhetsundersökningen har tre nyckeltal undersökts avkastning på eget kapital, P/E-talet och avkastning på totala tillgångar. Resultatet utav studien visade på att avkastningen hos målföretagen som hade köpare från ett land utanför den Europeiska Unionen var störst. Detta betyder även att de förväntas generera högre lönsamhet enligt den effektiva markandshypotesen. En anledning till att gruppen med icke-EU företag genererade en större överavkastning kan vara att de ”delar med sig” av de förväntade framtida vinsterna i större utsträckning varpå deras budpremie var högre. Vid gränsöverskridande företagsförvärv konkurrerar fler potentiella köpare om företaget vilket driver upp budpremien. Att Sverige inte ingår i eurosamarbetet kan vara en anledning till att färre företag inom unionen konkurrerar om att köpa svenska företag varpå premien och därmed överavkastningen i denna grupp är lägre. Lönsamhetsundersökningen visade på att gruppen med företag från den Europeiska Unionen upplever en minskning av alla de tre nyckeltalen efter det genomförda förvärvet. Gruppen med företag från utanför unionen å andra sidan upplever en ökning av både avkastning på eget kapital och avkastning på totala tillgångar i perioderna efter förvärvet, vilket visar på att förvärvet varit mer lönsamt för dem. Resultatet från lönsamhetsundersökningen stödjer resultatet från evenstudien då gruppen med företag utanför unionen lyckats generera den största lönsamheten varpå den högre premien från dessa företag var berättigad.

To compete globally, the financial service industry in Taiwan continuously expands markets and integrates sources and is one of the industries popular in mergers and acquisitions lately. Counting on people to deliver service is one of the traits in the field, therefore, it¡¦s worthy of attentions and discovery about the relations of the acculturation/the employees¡¦ working attitude/the perceived organizational performance between the acquiring and the acquired firms when combined. The study targets on the two cases of M&As in the financial service industry happened in the past two years in Taiwan and it is conducted by the questionnaire survey. Throughout interviewing total 364 of the staffs and agents in Kaohsiung of two pairs of the acquiring and the acquired companies which were combined, the datum of the research is made by reliability analysis, descriptive analysis, Pearson correlation analysis, independent sample t-test, ANOVA, and multiple regression analysis to analyze the dimensions of the organizational culture and the employees¡¦ working attitudes and the perceived organizational performance of the acquiring and the acquired firms. The major findings are as follows: 1. The Organizational culture and the employees¡¦ working attitude both are statistically significant correlated to the perceived organizational performance, especially the latter affects the perceived organizational performance more than the former does. 2. Among the sub-dimensions, the organizational commitment in the employees¡¦ working attitude explains most the variation of the perceived organizational performance and then the recognition. Also, the service quality in the organizational culture explains most the one. It means that the organizational commitment and the recognition of employees¡¦ as well as the service quality are with significant influences on the perceived organizational performance. 3. The Organizational culture is statistically significant correlated to the employees¡¦ working attitude, and among its sub-dimensions the service quality explains most the variation of the employees¡¦ working attitude and then the teamwork. In other words, the service quality affects the working attitude of employees¡¦ significantly. 4. The working attitude of the employees¡¦ of the acquiring firm A is significantly different from the one of the acquired firm B, however, the odds in the identity degrees of the organizational culture and the perceived organizational performance between A and B are no significant. 5. The variations in the identity degrees either of the organizational culture, the working attitude of employees¡¦, or the perceived organizational performance between the acquiring firm C and the acquired one D are significant. The research gives the evidence that the working attitude of employees¡¦ affects the perceived organizational performance most. It represents that the acquiring firms should pay more attentions to the soft integration such as human resources and culture when combined to know better the expectation and to reduce the uncertainty of employees¡¦ of both the acquiring and the acquired, to enhance the strength and value identified by both sides in order to reinforce the confidence as well as the identity of the employees¡¦ if it wants the merger to reach the expected accomplishment.

When deciding to internationalize, companies face the need to develop a foreign market strategy and a foreign market expansion strategy especially when the foreign country has very different culture from home country. Most research of company process of internationalization nevertheless is based on entry mode and mostly successful businesses. Here, the failure of joint venture between Marks and Spencer (M&S), one of the biggest of British Retail Company and Uni-President Corporation, the biggest food and drink enterprise in Taiwan is examined. Its recent large-scale withdrawal from such activity is also measured to some extend of theories about internationalization and marketing failure. The qualitative method and a case study were carried out. In addition, in-depth interviews with Uni-President representative, M&S Visual Display Manager and two groups of M&S customers and non M&S customers are the primary resources of data. The research suggested the joint venture between the two companies created many problems due to two extremely different cultures and lack of understanding of the local market. M&S marketing strategy did not draw Taiwanese consumers¡¦ interest. The products and stores are not attractive or follow the fashion trend. The promotion also did not appeal the consumers. The complexities of Taiwanese consumers¡¦ perspective toward M&S brand and country-of-origin, cultural differences and the potential reasons of M&S exited Taiwan are as well emphasized.

According to World Bank statistics, internet user occupied a quarter of the world population in 2008. In 2010, the number of internet users will be over two billion people. This group will become potential online shopping customers. Online shopping in global market keeps growing. Online shopping has become a trend. The business model of E-continues is facing highly challenge in this market. Enterprises need to look for sustainable way to keep their business continuously growth. This research is based on the external analysis of online retail industry in the U.S.A and the internal analysis of the core resources of the Amazon.com to evaluate the key factors of online M&A targets, to adjust the strategy in highly competitive industry, to utilize the resources acquired by Amazon.com to build up competitive advantage and to implement the effectiveness of strategy. The study mainly research 13 companies acquired by Amazon.com from 2008 to April 2011 on the relationship between core resources and competitive advantage. The study concludes that M&A motivation of Amazon.com is to extend product line, to enter new markets, to obtain the necessary resources and capabilities, to expand the operation scale of the industry. According to the findings and conclusions, the suggestions of the study as followed. 1. In Chinese digital content industry: firms should be focus on content development to build up the competitive advantage of digital content platform. Meanwhile the digital content can be used in each e-reader. In addition, the firms can cooperate with telecommunications firms to provide added-value service. 2. The study found that many internet companies differentiate customer service and build trust from customer by online services to create competitive advantage like creating user community to share knowledge and resources; using word of mouth marketing to attract new customers. Executives should focus on their customer-orientated service to meet market demand.

Whether it is Forbes, The Globe & Mail, The Wall Street Journal or Harvard Business Review, one can¡¦t help but notice that most accounts of business mergers are about what went wrong! In fact, over 70% of all mergers and acquisitions fail to achieve original financial expectations. That is a traumatic statistic. Additionally, although the merging entities give a great deal of importance to financial matters and the outcomes, HR issues are the most ignored ones. To be ironical, many studies have shown that most of the mergers fail to bring out the desired outcomes due to ¡§people-related¡¨ issue. The uncertainty brought out by poorly managed HR issues in mergers and acquisitions have been the major reason for these failures. The human resource issues in the mergers and acquisitions (M&A) can be classified in two phases the pre-merger phase and the post merger phase. Some literature provides ample evidence of difference in between the human resource activities in the two stages: the pre-acquisition and post acquisition period. However, we will focus on post acquisition period. The post acquisition period involves an assessment of the cultural and organizational differences, which will include the organizational cultures, role of leaders in the organization, and the management styles. The usual impacts, such as high turnover rate, decrease in the morale, motivation, and even lead to M&A failures. The other issues in the M&A activity are the changes in the HR policies, downsizing, layoffs, stress on the workers, and information system issues. As a result, human resource system issues in M&A activity are occupying a crucial position, indeed, human resource planning, compensation designs, performance appraisal system, employee development and employee relations should be given in the priority. Beside, the M&A activity also causes changes in their well defined career paths and future opportunities in the organization. Some employees also have to be relocated or assigned new jobs. Accordingly, HR will place employees in a completely different situation with new job profiles and work teams or design the job rotation programs. This may pose a tremendous impact on the performance of the employees. Therefore, HR may also need to develop a variety of training system and communication system to rebuild self-esteem of each employee. Those programs will enhance employees to obtain ability and create their potentials. Finally, the compensation structure among the organizations may also have a unavoidable difference, for example, one of firms may have performance based pay while other may have higher component of fixed pay; Hence the differences in compensation structure and performance appraisal systems also need to be re-evaluated so as to bring equity in the human resource systems and to treat employees at the equal level. Simultaneously, the employee relations issues will gain more importance in the acquisitions of Taiwan¡¦s industries. The power equation between management and unions is bound to change with the acquisition. The acquiring management also needs to keep track of number of unions in the workplace and equations between HR department and unions. Hence, developing a harmony relationship should be put in the first place. To sum up, this will require study of management-union equation, employee contracts, political linkages of the unions, compensation related clauses, number of union and dynamics between the unions. To sun up, once company accomplish those conditions, it will elevate the successful rate of M&A.

Taiwan's Uni-President Enterprise Corp. started its business from flour. In order to save costs, Uni-President proceeded with a vertical industrial integration at the initial stage, opened additional businesses at the middle stage, and diversified until recently. He has been playing a pivotal role as a pioneer for marketing, product development, and even diversification strategies in this industry. With the expansion of overseas investments, Uni-President Enterprise Corp. received significant benefits from economies of scale. South Korea has been a formidable competitor to Taiwan. Our market is not only flooded with various Korean electronic equipment, household appliances and audio-visual entertainment, but also the foods. For example, the koala-shape biscuits and chocopie, which are rather popular, are from Lotte, the food industry leader of South Korea. These two enterprises are both leaders in the food industry, and take integration and diversification as parts of their development process. Diversification of product and business is the main method to facilitate growth. M&A (Merger & Acquisition) is the fastest and safest way to enter a new business field. Taiwan's Uni-President Enterprise Corp. and Korea's Lotte Group are the main cases for this study. Here we analyzed their strategies and motivations to understand the synergy and business performance these groups have as well as their differences.