Joe 20258
Joe 20258
This article deals with lessons learned from mergers sitions involved, and the mergers and acquisitions
and acquisitions in Japan. In general, such combina- were larger. This fourth cycle of mergers and ac-
tions are not success stories, since 50–80 percent of quisitions came to an end around spring 2000. The
them do not bring the benefits that were expected. value of deals then almost decreased in line with the
Several reasons for such failures have been brought economic decline, but then after about four years
up in the literature, but real-life cases of the “how” of recession, we witnessed another huge upcoming
and “why” are very limited or fragmented, espe- M&A cycle.
cially in a Japanese context. This study enhances
a more integral approach into Dutch-Japanese ac- Compared with the United States and Europe, where
quisitions. Based on an in-depth Dutch-Japanese similar waves have been discerned, Japan presents a
case study and a literature review, it can be con- different pattern. Only from the 1980s onward did
cluded that the preparation of mergers and acquisi- a large M&A cycle occur. Over the past decades, the
tions with Japanese organizations should be focused number of mergers and acquisitions has increased,
on (1) knowledge about the target company and its but the pattern is rather deviant from other indus-
context, (2) strategic issues, and (3) leadership and trialized countries. The next section discusses some
cultural issues, in order to prevent culture clashes possible reasons for the different pattern of M&A
and misunderstandings, and increase the chances of activity in Japan.
success. © 2009 Wiley Periodicals, Inc.
c 2009 Wiley Periodicals, Inc.
Published online in Wiley InterScience (www.interscience.wiley.com)
Global Business and Organizational Excellence • DOI: 10.1002/joe.20258 • March/April 2009 45
r Owing to high share prices and high price- the crisis of 1990. Also Inagami and Whittaker
earning ratios, Japanese companies were not (Ahmadjian, 2006) explain changes in Japanese
regarded as attractive investment targets for firms and their management practices since the
foreign companies; 1990s, although they conclude that Japan has not re-
r The legal framework surrounding acquisitions ally embraced a new model, but that Japanese firms
in Japan was not properly established and there are slowly “evolving toward a reformed model.”
were no set procedures that could be followed by
foreign companies wishing to acquire Japanese Despite the many changes having an influence on
companies. M&A deals, many transactions are not successful in
the long run. When success is measured in terms of
Several of these barriers still exist to some extent gaining access to markets or distribution channels,
in Japan today. At the same time, several changes foreign companies do succeed to some degree. How-
have occurred, gradually making it easier for for- ever, although changes for success will differ for spe-
eign companies to gain a foothold in Japan. Aoki cific countries, and for different types of combina-
and Kyle (1992) come up with three major reasons tions, statistics worldwide show that 50–80 percent
for the changes: the growing international presence of mergers and acquisitions are not successful.
of major Japanese companies, increased pressure
from foreign governments, and the continual shift
in Japanese corporate values.
The Literature About M&A Lessons in Japan
Further, Kester (1991) mentions two important de- Several authors group lessons learned around either
velopments of the 1980s that would explain the the preacquisition stage (deal-making), or around
changing attitudes toward mergers and acquisi- the postacquisition (integration) stage. Aoki and
tions in Japan: the increasing sense of urgency that Kyle (1992) mention the following key success el-
managers of large Japanese companies experience ements for foreign companies in Japan during the
to restructure their organizations and the gradual preacquisition stage:
changes in the Japanese government system. Foreign r Knowledge of Japanese corporate structure and
companies can nowadays enter the Japanese market environment;
much more easily. r Knowledge of the industry in which the acquisi-
tion is envisaged;
r Knowledge of, and access to, key people in
Kester (1991) mentions two important developments Japanese target companies;
r An ability to access key people in relevant min-
of the 1980s that would explain the changing atti- istries and regulatory authorities;
tudes toward mergers and acquisitions in Japan: r A demonstrative track record and execution
the increasing sense of urgency that managers of capability.
in 2001. A Dutch respondent said, “MITI is not used a Japanese manager as controller of the local
a problem anymore these days. No import duties organization. If not, it would have failed, I think. . . .
are required. However, make sure you understand The key is that the management style remained
the different regulations, in order to prevent costly 100 percent Japanese.”
surprises.”
Make Use of the Existing Infrastructure. When acquir-
Postacquisition Stage: Strategic Issues ing a Japanese organization, it is important to con-
Set a Clear Strategy and Vision. When planning an ac- tinue existing relations, instead of trying to start
quisition, there should be a clear company vision building a new network, or finding your own way. A
behind it, or else you will just float with the current. Japanese respondent said, “They failed to make use
A Dutch respondent noted, “Hardly any investments of Japan as an infrastructure for the development
were made, and before you know, you are behind of new products. They thought they could do ev-
your competitors; there was no worldwide vision erything by themselves; they could have used third
yet.” And another respondent added, “Clearly set parties of Japco, but they did not.” And a Dutch
the ambition; for almost ten years Dutco had no respondent added, “Dutco should have used the
clear ambition.” infrastructure of Japan to expand, and to market
Dutch products in Japan.”
Ensure Your Japanese Network. Until recently, foreign
managers were hardly accepted in Japan, neither Conduct a Company Scan. By conducting a company
by the employees nor by related organizations in scan, the knowledge of the current situation can be
the same sector. A Dutch respondent commented, used to build further on the strengths, and to pre-
“Keep Japco as a Japanese company with a Japanese vent disasters. Gaining a thorough understanding
president. Ensure a good relation with the president, is crucial to make the acquisition work. In 1997
or else you won’t have any influence in the opera- a company scan of Japco was conducted to eval-
tions.” A Japanese respondent remarked, “Dutco uate the merger. Strengths and weaknesses were
Catch Up With the Japanese Market. The saying “When Further, in order to build a strong brand in the
in Rome, act as the Romans do” also appears to be Japanese market, one should not go through too
true for Japan. The competitive arena can be very many changes: “Dutco changed their management
different from the same sector in your own coun- every five years. However, to get a brand established,
try; you need to adjust in order to be successful. A consistency is needed instead of 3–4 years [of] short-
Dutch respondent said, “Dutco was never success- term profits that a manager should realize before
ful in Japan, because most of the competitors live in changing to another job or company again.”
Japan; it is their home ground. There is too much
competition. The product life cycle is very short, and Make Clear Choices and Take Responsibility. Within the
they know quick price erosion. You need to catch Dutch organization, there was no strong consensus
up with the speed of the Japanese market. Ensure a about this acquisition, resulting in managers with-
faster achievement of milestones; Dutco is ALWAYS drawing their hands at some point. A Dutch respon-
behind in markets and infrastructure.” dent noted, “Not many people within Dutco are
prepared to take responsibility for Japco now. From
Postacquisition Stage: Leadership and Cultural Issues the beginning, Dutco bought something that not ev-
Keep Your Key People. An organization consists of eryone backed; what do we want now in Japan? We
many individuals with different kinds of knowledge. bought something we did not really want to buy,
In an acquisition, it is important to take care that apart from one part we were interested in.”
good people do not leave the new combination. They
need to be motivated for the changed situation. A Ensure the Right Balance Between Control and Freedom.
Dutch respondent remarked, “The challenge is to Several Japanese respondents indicate that they were
make sure to keep your key people, and to get rid of limited in their way of working by Dutch standards,
others.” Identify the key people of the target com- and that resulted in less productivity sometimes:
pany, and commit them to the new combination. “Once they became owner, Dutco controlled every-
thing just based on their own culture. However, to
make the asset valuable, you need to give more free-
dom. We can get much more out of it without the
In an acquisition, it is important to take care that
restrictions of Dutco.”
good people do not leave the new combination. They
need to be motivated for the changed situation. Ensure Leadership Acceptance From the Beginning. The
Dutch acquiring organization retained the previ-
ous Japanese president for the new combination.
Ensure Consistency and Continuity in Business. Gener- Looking back, respondents say they should have re-
ally speaking, Japanese employees are more sensitive tained a Japanese as president, but they should have
Beware of Arrogance as Europeans. Cultural differences Cultural differences should be investigated in ad-
and a lack of trust and communication sometimes re- vance, in order to prepare people on different ways
sulted in misunderstandings. A Japanese respondent of working and different expectations.
remarked (about the Dutch): “They really think they
speak better English, that they are better. . . . A for-
mer director of Dutco made huge investments here, Other Japanese respondents mention: “Dutch are
but the customer did not care for these products. short-term oriented, and individualistic; Japanese,
They did not think about that; they’re too arrogant instead, are working as a group. Japanese companies
to accept other people’s ideas.” are long-term profit oriented”; “Sometimes we have
a clash; we cannot change entirely to their culture.
Work Together on Joint Projects. The Dutch acquiring
Respect one’s culture, that is the key to success”;
company waited long before mingling technicians and “In Japan, people do not only move by money;
on joint projects. Looking back, especially Japanese a feeling of satisfaction is very important.”
respondents missed this kind of collaboration, in
which way relationships can be built and specific Communicate. Next to cultural differences, language
knowledge can be exchanged: “Put technicians to- problems appeared to be a real challenge in the
gether on concrete projects, in order to create under- Dutch-Japanese combination, where none of the
standing and respect, besides new products only.” partners spoke their native language. A Dutch re-
spondent noted, “It was very hard for Japco to get
Exchange People. In order to make cultures blend, a
their message through at Dutco headquarters. This
two-way exchange is necessary. Further, a Dutch re- had to do with language and culture.” Further, sev-
spondent mentioned the relevance of a joint period eral respondents mentioned that a Dutch expatri-
for liaisons to exchange experiences: “We had liai- ate always joined the Japanese partners at Japco in
son managers in Japan, and we sent some Japanese videoconferences with the Dutch partners to prevent
to Europe, and some to the U.S. An overlapping misunderstandings.
period for liaison managers is very important to ex-
change experiences and lessons learned.” A Japanese
respondent said, “Dutco sent some people to Japan, Discussion and Suggestions for Further Research
at an executive management level, but this was in In the literature, so far, several researchers have
fact a one-way exchange.” come up with best practices for mergers. However,
most studies lack an integral approach, or don’t in-
Manage Cultural Differences. Cultural differences vestigate the “how” and “why” of a specific com-
should be investigated in advance, in order to pre- bination, such as Dutch-Japanese acquisitions. This
pare people on different ways of working and dif- article took a case-study approach in investigating a
ferent expectations. When managed in a proper Dutch-Japanese acquisition process. When the case-
way, the changes for an acquisition’s success will study results are compared with the lessons dis-
increase substantially. A Japanese respondent com- cussed in the literature, other similarities can be
mented, “The European and the American culture found.