THE ROLE OF CULTURE IN INTERNATIONAL M&A

Culture, by itself, cannot be seen as a reason for international M&A deals failing to close, or giving the results expected by the parties after the integration. What makes culture a stumbling block in many M&A deals are the differences that arise during the integration.

The term “culture” is not strictly confined to the set of characteristics or norms that differentiate one country or nationality to another (although national culture can also get in the way of M&A, as will be discussed later). When we say culture in the context of international M&A, it specifically means the cultural gap in the corporate or organizational cultures of the merging companies. Organizational culture refers to that set of values, norms and assumptions that govern how the people within an organization act, interact, and work on a daily basis.

M&A denotes a partnership, or a relationship that both will benefit from. In order for a solid relationship to establish, it is important to know who your partner is. Looking at their culture is one way to go about it.

In order to understand the importance of culture awareness when it comes to international M&A, let us look into its role, or how it shapes mergers and acquisitions.

• Culture – whether national or organizational culture – will give you a clearer understanding on a company’s way of doing business. Much of the daily and regular operations of a business are driven by culture, and you will be able to feel a bit more of the “pulse” of a business by first acquainting yourself with their culture.
• Understanding culture will provide explanations on what the target company does differently from the acquiring company. But it is not enough that you know what the differences are; the most important part is understanding why these differences exist. By understanding their culture, you will be in a better position to figure out whether the two companies will be compatible, and also get an indication on the level of success of the M&A.
• Since culture essentially refers to the way of doing things, it also means that it affects how a business is managed. Many cross-border M&As have failed, pointing to mismanagement as the main reason. However, when they dig deeper, it is often seen that the new manager had a management style that was deemed unfamiliar by the workforce. A classic example was the failure of the US’ Walmart when it attempted to enter Germany by acquiring two German companies – Wertkauf and Interspar – in 1997 and 1998, respectively. The Germans questioned the leadership of the American managers, because they simply did not understand that it is how the Americans do it.
• The culture of the target company is also indicative of the culture of the market being entered. If there is anyone who knows the market best, it is the company that actually operates in it. Therefore, one way to gain an understanding of the market is by looking at the culture of the company being acquired or merged with.

CONTRIBUTING FACTORS TO CULTURAL INTEGRATION

Like it or not, culture has a great impact on business. It also goes without saying that, in M&A, cultural integration takes a lot of work. It’s actually quite a sensitive area that people engaged in M&A must tread with caution. Here are some factors that would make cultural integration smoother, paving the way for international M&A deals.

• Awareness of partner’s corporate and national culture. Knowing who your potential business partner is means looking into how they do business, and how their unique national or regular culture influence the way they do things.
• Leadership and leadership support. Understand how they lead, if there is a chain of command and how it works. This entails getting a feel of their business hierarchy, or how authority is established and followed through. It is also highly advised that the integration take steps to empower local management. Employees of an acquired company may be aware of, and accepting of the fact, that they have been acquired by another company, and that there are bound to be changes. However, it takes time for them to get used to new leadership and new leadership styles. By empowering local management, they will have a smoother transition, and help facilitate the integration.
• Skills and training. People governed by a certain organizational culture are likely to have a different way of acquiring skills and expertise. By knowing what these are, the potential partners will be in better positions to reconfigure the organizational framework that will best benefit the new partnership.
• Sufficiency and consistency of communication. Communication is one of the most important ingredients of a successful business. By bridging cultural differences, you are also encouraging the smooth flow of communication and, in the process, facilitating the buildup of trust between and among the employees of the two companies.

When undergoing global or international M&A, there are possible two ways to prevent cultural differences from destroying a potentially successful merger or acquisition.

1. Agree to set aside cultural differences. This is the aggressive tack, since it literally forces the parties to ignore the cultural issues that may arise.
2. Allow the local business to run its unit, while keeping profit targets and strategy clear.

In the process of evaluating a potential M&A, it is highly recommended that the companies thoroughly assess the culture of their target company or acquisition. More specifically, they should evaluate whether the culture of the target acquisition is compatible with theirs. Not only will this smoothen the integration but increase the chances of the merger or acquisition becoming successful and profitable in the long run.

Whatever decision was made by the merging companies, it is important to choose only one culture, and commit to it. The parties should sit down and have a good talk about it, reveal the gaps that they are faced with and reconcile if there is a need to do so, and put the chosen culture into practice. Managing the culture actively is the next phase, and this is left in the hands of the managers and executives of the companies.

Culture clashes are already a given in any international or cross-border M&A. They could make or break the entire M&A process. Thus, it is important to pay as much attention to culture as you do to other aspects of M&A.

Last year, Chinese M&A market basically maintain the same level as 2017 with total transaction amount of 678 billion US dollars, according to the last report of PwC China.

The first half of 2018, China’s M&A market was quite active, mainly driven by megadeals, but the activities fell in the second half year.

Outbound M&A market

Suffered by the Sino-U.S. trade war and heightened CFIUS (The Committee on Foreign Investment in the United States) scrutiny, China’s outbound M&A volume in 2018 had a decline of 23% according to the 2019 Global M&A Outlook from JP Morgan. Despite this decrease, 2018 China outbound M&A volume was still roughly one-third higher than the levels before the 2016 peak in terms of total deal values.

In spite of the commercial tensions between the US and China, as well as some divestments from European or North American companies, China continues to consolidate the geographic and sectorial diversification policy for overseas investment.

Moderation in China’s economic growth continues to drive the need to identify attractive growth opportunities aboard. Reasonably abundant capital availability and financing alternatives still enable Chinese acquirer to have strong purchasing power. Many large-scale outbound transactions happened in 2018, including ANTA Sports’ proposed $6.4 billion acquisition of Amer Sports.

Even with capital control and measures to curb “irrational” outbound investments, the Chinese government continues to support strategic outbound investments. Enterprise Outbound Investment Regulations (“Order No.11”) enacted by NDRC (National Development and R took effect in March 2018, simplifying and formalizing administrative procedures for outbound investments, potentially shortening review cycle time.

Inbound M&A market

On the other hand, China inbound M&A had a year-over-year increase of 2% in 2018. China has been demonstrating its continued willingness to gradually open its market to foreign investors, as evidenced by the release in June 2018 of a new Negative List and associated measures to remove restrictions on foreign investors.

Chinese M&A in Spain

Spain was the sixth preferred European country for the Chinese investors in 2018 according to the report of Baker McKenzie. The investments in Spain have reached to 1,179 million dollars, which means an increase of 162% comparing to 2017.

Last year, large M&A deals happened in Spain, China also contributed one of them. The acquisition of 53.5% shares of Imagina Media by Orient Hontai Capital was the fifth large investment from China in Europe.

According to Baker McKenzie, the Chinese investor’s appetite has increased notably in Spain, Sweden, Canada, Germany and France in relevant sectors with high added value.

Trends for China M&A in 2019

On the background of the stability of yuan and the irreversible trend of cross-border cooperation, it expects several possible trends for China outbound M&A in 2019:

• Chinese acquirer’s intention in strategic outbound M&A will remain reasonably active, especially companies could give access to advanced technology, well-organized brands, international distribution networks or key natural resources.
• China is expected to further open up for inbound foreign investments in sectors including autos and financial services since different jurisdictions seek greater reciprocity from China regarding its support for foreign investment, in return for continued China inbound M&A activities.
• Certain Chinese companies will continue to actively pursue deleveraging strategies and therefore continue to sell their assets, while controlling financial sector risk, which is still one of the country’s top priorities.
• In order to prepare China for future international expansion in strategic sectors, China SOE consolidation will remain active.