Wednesday, October 19, 2011

The Largest Corporate Deal in History: Vodafone Acquires Mannerism

By Mike Vick


In the complex world of corporate mergers and acquisitions, rarely do they commence without a hitch or resolve with everyone smiling. The terms 'friendly' and 'hostile' are simplified notions for a series of very complicated manoeuvrings and equanimity is a tough practice for either party involved. But when you have foreign companies attempting to acquire large local brands, it's time to let the jingoism fly, as it often gets personal. The bigger the companies are on the metaphorical chessboard, the more an outcry is likely to be heard beyond the confines of the boardroom.

A recent example is Kraft's acquire of England's confectionery giant, Cadbury's; boy did the British press have a field day stoking public indignation at the loss of this sort of a hallowed brand, now 'plundered' by the oh-so-crass American Cheez Whiz purveyors. Shock, horror, liberal doses of snobbery and also fear over a component on the hundreds of employees left wondering what their new masters might do with them. And so it is with neo-liberalism as well as the free-market - Darwinism rules and weaker companies need to succumb, like the proverbial wounded fawn for the inevitable predatory victor. The tangled politics of corporate 'land grabs' are often a topic for debate, and after governments step into the breach, elements can get messy.

When the joining of 2 brands occur, numerous new difficulties arise - even ahead of the ink has dried - not least of which are the inter-management aspects, project and staff redundancies, and the serious queries of how to re-brand the new entity that has basically just grow to be a new organism. Add to all of this the public relations aspects of handling people whose fingers will inevitably get burned and you get the sense that this is a organization move not for ones faint-hearted, or feeble minded. And yet, they happen all of the time with automakers, pharmaceutical companies, in telecommunications, and inside petroleum industry.

There are several extremely large, really famous merger-acquisition cases nevertheless being talked about, obtaining acquired one thing of a mythical status. The two largest were inside last decade and involved the media and telecommunications industries: The AOL Time Warner merger and also the Vodafone-Mannesmann acquisition in 2002, of the latter getting the biggest in history, and perhaps the most contentious. So contentious in fact, that Britain's Prime Minister, Tony Blair, and German Chancellor Gerhard Schroder, weighed in publically at the time, to what was fast being a tough and heated situation. A single has to be very careful with terminology - within the press, merger methods friendly and takeover inevitably includes a hostile tag stuck to it - whether that is certainly the simple fact or not; and what's publicly stated surely might not be the case behind closed doors.

UK-based Vodafone have been partnered with German Mannesmann at the time, when the latter purchased Orange, which was then the third largest network from the UK (Vodafone being the first). They made this audacious move without having warning or consent from their partner, Vodafone. And once Orange became the household of Mannesmann, they were in direct competition for services on UK soil - a relatively unsavoury corporate position, and one that forced the hand of Vodafone to retaliate. And retaliate they did.

Vodafone parried what could were the beginnings of their demise in this swiftly evolving marketplace with a direct, unsolicited bid aimed at the Mannesmann shareholders. In situations like this, leadership skill, a keen potential to see the extended game, and a pinch of good, old-fashioned street smarts were needed to not just make the acquisition a reality, but also handle the adverse press how the Germans had been instigating. Vodafone's Chief Executive, Christopher Gent, and Goldman Sachs' Scott Mead, who was then the chief advisor on the deal, proved extremely adept indeed. Mead was an experienced strategist who was able to put the necessary components in location and lead the advisory team to take in action, and do it with aplomb and speed; the result of which would ultimately bring about the record $200 billion acquisition. But very first Vodafone had to effortlessly recover its composure in the 1st shock on the Mannesmann move, and deliver a response urgently.

That response came inside the type of an 1st supply to purchase Mannesmann. This was very easily rebuffed, with barbed statements being issued from their board of directors and also the unions. It was reported that deputy chair with the Mannesmann supervisory board, Klaus Zwickel, described the action "brutal behaviour" and an example of "predatory capitalism, (which) aims only at short-term profits to your shareholders." At the same time Schroder said publicly that a hostile takeover would "damage corporate culture."

Of course the mud slinging couldn't only come from the German side. Hell hath no fury like nationalist pride, as well as the Brits had for getting the metaphorical boot in as well. And truth be told, they had each right. The British press known as out the Germans as "nationalistic" and "hypocritical," with Blair stating flatly in an interview, "we live inside a European marketplace today in which European companies are taking over other European companies, are taking over British companies, and vice versa." This was surely the case with Mannesmann's recent acquisition of Orange, somehow strangely forgotten amongst their storm of vitriol.

To be fair, not all of Mannesmann's leaders saw the move from Vodafone being a threat to national interests. The company's group chair, Klaus Esser, saw the case for what it was: a set of economic decisions which are an intrinsic part of the company landscape. Add to this the supreme irony how the hysterics on the German side about losing their 'national business,' had been created doubly ridiculous by the reality that 60% of Mannesmann's shareholders had been foreign anyway.

Vodafone, in the end, was able to make an offer that couldn't be refused and so became the new owner of Mannesmann. The case is an interesting a single because it highlights the complex relationships involved with multi-national partnerships, and ones with possibly a variety of economic paradigms - the Germans practicing what they thought to become a a lot more 'social economic' program, which actually is arguable also. Nonetheless, this acquisition is crucial due to the inherent drama in the case, the political wrangling, as well as the balletic ability of some of its key players to easily and effectively resolve a really tricky and urgent situation. Factors that continue to create this one of the most talked about and well-known acquisitions in organization history.




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