Nov 2018 Q6
Franko Ltd is a producer of accounting software for SMEs. The software is very easy to use, even for a layperson, and has significant functionality for the price level of GH¢4,959 per annum. The package includes all functionality to comply with tax payments, including income tax, (PAYE) and VAT, as well as creditor and debtor accounting and some customer relationship management functions. The firm also has an enhanced package that includes telephone support and free updates for GH¢499 per annum.
Franko Ltd has been very successful and this has led the firm to expand internationally, after starting and developing a business over the past five years, mostly in Accra, Ghana. Franko Ltd has decided to expand into the African market. As an initial step, the business has chosen to enter the Nigerian market and has decided to acquire a Nigerian accounting software business as an entry route into that market, as it is perceived to be so different from the Ghanaian market.
Required:
a) Explain FOUR (4) challenges Franko Ltd may face in the acquisition. (8 marks)
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While it is clear that there are several benefits to acquisition as an entry route for Franko ltd, they will also face real challenges. There are several difficulties associated with the acquisition process.
- The target business does not perform as well as expected.
- Costs savings and other synergies do not materialize.
- Key people in the target firm leave
- The organisational cultures of the two firms are incompatible. This is particularly the case when it is a cross border acquisition.
- The acquirer is unable to manage the acquisition and integration process effectively
b) Advise Franko Ltd on how to effectively address the challenges they may face in planning and completing such an acquisition. (12 marks)
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- The extent and quality of the planning and research Franko ltd. does before it pursues an acquisition deal will probably largely determine the outcome. If Franko ltd. is careful and extensive in its research, it is more likely that the acquisition it negotiates will bring the expected benefits. In addition to this, Franko ltd. need to recognise that this is the first time it has attempted an acquisition, and it is even further complicated that the target firm is going to be foreign – Nigerian. Franko ltd. will need to obtain good accounting and legal advice, and similarly, the use of a consulting firm / investment bank with experience in such acquisitions would be important. Franko ltd., and its advisors will need spend an amount of time researching the Nigerian accounting software sector to identify possible acquisition targets. In some ways, this is probably the most important step. If Franko ltd. can identify a target that matches its business objectives and which seems to be a good organisational and cultural fit, this will increase the probability of success.
- Any deal will have to be friendly. Franko ltd. cannot push private firm’s shareholders to sell, as can happen with the hostile take-over of a plc. Therefore as part of the target search, understanding the goals of the target’s existing owners is key. This may usefully be linked to the retention of key staff after the acquisition: Franko ltd. may be able to stipulate that existing owner managers must/may stay for eg three years after the acquisition. This can tie in key staff and simultaneously reassure the target business’s owners.
- Another important step for Franko ltd. will be to complete a comprehensive due diligence on the target firm. This is another area where Franko ltd.’s advisors will play a key role. As well as the usual financial, legal, HR elements, the due diligence should pay particular attention to the organisational culture of the target firm, and to what extent it may facilitate the acquisition. This is particularly important as the target firm is to be Nigerian. In effect, the objective of the due diligence is to ensure that Franko ltd. really understands the organisation it intends to acquire and that there are no surprises later.
- The last, and major step, in successful acquisitions, is to integrate the acquired firm into the acquiring firm’s organisation and systems. Franko ltd. needs to make the decision on the relative merits of leaving the acquired Nigerian firm as a stand-alone entity versus the benefits of absorbing it into Franko ltd. on balance, it seems more logical to allow the Nigerian firm initially maintain its independence and to only incrementally integrate it. This will minimise the organisational disruption of the acquisition, reassure the Nigerian managers and staff, while still providing Franko ltd. With access to the Nigerian market, new services and products and the opportunity to learn about the Nigerian firm and market over time. This is important because of the large differences between Ghanaian and Nigerian culture and business culture.