M&A

Successes of Japanese cross border M&A #5 – Kirin

Given the headline grabbing news of Suntory acquiring Beam Inc for $16bn today, the second case study on Kirin in the final part of the Nikkei Business’s recent series on Japanese cross border acquisitions will have been read closely by Suntory executives. Suntory through the acquisition has become the third biggest drinks maker in the world, having already acquired Lucozade and Ribena from GSK in and Orangina Schweppes in 2009.

There were talks between Kirin and Suntory in 2010 regarding a possible merger which failed due to an inability to agree on the management and ownership of the merged organisation – Suntory is privately held, and still family run, whereas Kirin is a publicly listed company, belonging to the Mitsubishi group of companies.

Kirin had also been acquiring companies since 2007 when it bought the Australian dairy and beverage company National Foods which then acquired Dairy Farmers. Kirin then aquired Lion Nathan, a major Australian brewers, and formed Lion Nathan National Foods in 2009.

Kirin’s concern was that in a consumer facing industry, simply despatching executives from Japan to run the business would result in marketing and product development that does not suit the local market, so they have delegated a fair amount of authority to the local executives. It was a process of trial and error since 2010, with the acquisition of Brazil’s Schincariol (the second largest Brazilian brewery and beverage company after AmBev) in 2011 proving a turning point.

Kirin promoted the Brazilian COO to CEO with the new board having 3 Japanese and 4 Brazilian members. Schincariol was also still an owner-run company, with each factory managing its own purchasing and warehousing. Kirin could have intervened to standardize but was concerned that they may have made mistakes without local knowledge. So whilst major investments and disposals had to be approved by Japan headquarters, operational decisions were left to the local executives.

Schincariol managed to make Y3bn cost savings by 2012 and doubled their operating profit. At the request of the local staff, they changed the name to Brazil Kirin in November 2012.

Nikkei Business comments “it seems that learning from the company you acquire brings results.”

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Successes of Japanese cross border M&A #4 – NTT Communications

Having covered the perceived failures of the Nippon Sheet Glass/Pilkington, Daiichi Sankyo/Ranbaxy and Ricoh/Ikon M&As, Nikkei Business in its December 9th edition then goes on to examine some of the more successful deals by NTT Communications, Kirin Holdings and Terumo.

NTT Communications bought US telecommunications company Verio in 2000 for $5.5bn, just before the dotcom bubble burst, resulting in NTT Communications posting a $5bn loss in 2002. Nikkei Business points out the same assumption was made “that the company would just keep growing as it is” that Nippon Sheet Glass and other Japanese companies made about their acquisitions and that the acquiring company then uses economic crises as an excuse for the acquisition’s failure and the need to shrink it down or cut back, rather than their lack of any plans for worst case scenarios.

NTT Communications went down that route, and did not make any further major acquisitions until 2011, however, they used the intervening years to completely overhaul their M&A strategy. Instead of relying on investment banks and consultants, they decided to build up their own knowhow and insist on planning beforehand how they were going to restructure any business, rather than after the acquisition was made. In the case of Verio, they pulled out of the ISP business and merged the backbone business with NTT Europe, leaving only small-medium enterprise hosting with Verio. This was in order for NTT to strengthen its services to larger customers.

As well as rethinking how to restructure their business, they also decided that future candidates for acquisition would be found by themselves, and analysed inhouse – all aspects from management, services, legal, financial and HR. They listed up over 1000 targets for this process. They saw the need to get back into the acquisition game as the telecommunications market was changing, and there was a need for interconnected large scale data centers, used by multiple customers. NTT Communications felt the only way to put such an infrastructure in place quickly was through acquisition. In 2012 they bought an Indian data center company Netmagic and UK company Gyron Internet, followed by a French web based conferencing system company Arkadin and then in 2013 spent a further $875m on US companies Virtela and Raging Wire. Operating profit has been on the rise since 2011, and sales look to be recovering next year too.

Successes & Failures of Japanese cross border M&A (#3 Ricoh and Ikon)

Ricoh undertook a “10,000 person restructuring” in 2011, using the usual method in Japan of trying to force into early retirement or transfer to subsidiaries their unwanted staff. This resulted in a judgement in the Tokyo courts in favour of two Japanese Ricoh employees on their claim that they had been unfairly forced to transfer to a subsidiary.

The Nikkei Business magazine, in its recent series on the successes and failures of Japanese cross-border M&A links this domestic issue to Ricoh’s acquisition of the US office equipment distributor Ikon Office Solutions in 2008 for $1.6bn. Ricoh acquired Ikon in order to compete with Canon, particularly in trying to enter the office tablet and projector markets in developed countries. However, just as with Nippon Sheet Glass/Pilkington and Daiichi Sankyo/Ranbaxy, the sudden change in operating environment from the Lehman Shock meant that Ricoh’s resulting bloated structure with many overlaps following the acquisition became a far more acute problem.

As the Nikkei points out, Japanese companies need to recognise that following a major M&A, their own Japan headquarters needs to change its structure in order to remain strong in everchanging global business environments.

On that point, during my recent visit to Japan, I was surprised how often the idea of setting up a separate, global headquarters, possibly not even based in Japan, was brought up by Japanese executives at the various blue chip companies I visited.

Successes and failures of Japanese cross border M&A (2 – Daiichi Sankyo and Ranbaxy)

In September 2013 the US Federal Drug Agency issued an import alert, prohibiting further manufacture of FDA regulated drugs at one of Ranbaxy Laboratories’ Indian factories, causing shockwaves at Daiichi Sankyo, who had bought 64% of Ranbaxy in 2008. This was the second time an alert had been issued in the past 5 years.

Nikkei Business, in their series on Japanese cross border M&As, draws parallels with the NSG/Pilkington case blogged previously saying that the same mistakes had been made by the Japanese acquiring company, in failing to do enough analysis beforehand.

Daiichi Sankyo thought it had fixed the quality problems which were exposed by the FDA in 2009, by firing the Ranbaxy former owner and CEO and sending a director from Japan as well as a quality control officer from the US subsidiary.

Daiichi Sankyo has not disclosed to the Nikkei the cause of the quality problems – apparently this is not even shared widely within the company. The Nikkei supposes that Daiichi Sankyo lacked understanding of Ranbaxy’s organisational structure and corporate culture. A supplier to Ranbaxy explains that “Indian companies do not work in a team the way Japanese companies do. There is a lack of solidarity, and a lack of trust between the boss and subordinates. There is just the hierarchical link between directors and employees. Orders from above are obeyed unquestioningly, and even if juniors sense there are problems, they do not say anything.”

Another comments “Employees in Indian companies are different from Japanese companies in that if they are asked for data and documentation from the authorities, they do not put the information together very thoroughly. There is also not the atmosphere where issues can be openly disclosed.”

If this is the case, it is therefore difficult to understand what is going on from the outside, and the word of the people on the ground cannot be 100% relied on, notes the Nikkei. What is needed for successful M&A is a strengthening of governance – management must be given the structures to understand exactly what is going on on the shopfloor.

As the Nikkei concludes, another failing of Japanese cross border M&As often lies in not being able to appoint a trusted person who also has the necessary local and industry expertise. The Indian executive, Atul Sobti, whom Daiichi Sankyo appointed in 2009 to replace the CEO/owner had previously been an executive at Japanese car companies, only lasted a year. In my experience, it is often the case that Japanese companies rate familiarity with Japanese corporate cultures over industry expertise when hiring local senior management. However Daiichi Sankyo seem to have changed their mind on this, as the successor to Sobti, Arun Sawnhey, is a pharmaceutical industry veteran.

One reason Japanese companies often give for not interfering too heavily in the newly acquired subsidiary is that they are anxious to retain the existing senior management, recognising that they do not have executives in the Japan headquarters they can despatch who have sufficient local and global industry experience and expertise. At the same time, judging by both the Ranbaxy and Pilkington cases, the local executives complain of a lack of access, support and influence in relation to the Japan HQ to carry out their jobs, and leave, or conversely, are quickly got rid of when problems arise or financial targets are not met.

A better balance has to be found between implementing the necessary changes to governance and strengthening oversight, whilst also ensuring that the senior local executives are given the support and integrated into the network back in Japan HQ to allow them to perform their roles effectively. Japanese executives are too ready to keep non-Japanese executives at arm’s length, so that if there are any problems, Japanese executive hands are clean.

Successes and failures of Japanese cross border M&A (Pilkington & Nippon Sheet Glass)

Softbank’s $21bn acquisition of Sprint, the merger of Tokyo Electron and Applied Materials and most recently LIXIL’s 3bn euro acquisition of German bathroom fitting manufacturer Grohe have provoked a two part series in the Nikkei Business magazine on the successes and failures of Japanese cross border M&A, starting with the article of 2nd December, which I read just as I was travelling to Japan to help with a post merger integration project.

Since 2000, domestic M&As have decreased, but cross border M&As have soared for Japanese companies, with a pause after the Lehman Shock in 2009-2011. Of the 15 M&As noted by the Nikkei from March 2011 to October 2013, 14 were cross border, and the majority were deals of over $1bn.

The Nikkei comments that although the reason for these acquisitions is clear (the hunt for growth outside the saturated Japanese domestic market), the post merger story has not been that rosy for many of the acquiring companies in the past decade. The Nikkei focuses on three cases – Nippon Sheet Glass’s acquisition of Pilkington in 2006, Daiichi Sankyo’s acquisition of Ranbaxy in 2008 and Ricoh’s acquisition of US company Ikon Office Solutions in 2008, to see what lessons can be learnt.

Nippon Sheet Glass/Pilkington

NSG were worried that they might be dumped by Toyota, their key customer, if they could not match Toyota’s overseas expansion. Before the acquisition of Pilkington, 80% of NSG’s sales were in Japan. Pilkington’s turnover was double that of NSG, so by acquiring it, NSG was finally able to be on equal terms with Asahi (who had previously acquired Saint Gobain). After the acquisition, the March 2008 results showed that NSG Group sales were 80% overseas, with profits at a record high. Stuart Chambers and other Pilkington executives took over the key management positions in the group and it seemed as if the company had become global overnight.

However the good times did not last, as the Lehman Shock brought about the world economic crisis, followed by the euro debt crisis, impacting the two main businesses of automotive glass and construction glass. The NSG management did not take any effective action “and then it hit us” says a Japanese executive at the time “that we knew nothing about Pilkington”. They thought it would be a growth engine, so did not do anything beyond cut employees and shut down operations.

Too focused on growth and globalization

This is where Japanese M&As often come unstuck says the Nikkei – they are so focused on the growth and globalization, they do not fully develop strategies and pathways for ensuring the M&A actually bears fruit. “We had to focus on the immediate crisis, rather than the growth of the new company” says Kazumitsu Fujii, an executive officer.

NSG did know Pilkington quite well – having held equity in the company since 2000, and collaborated on various projects together. Howerver they had not undertaken any simulation of the financial impacts of any worsening market conditions post merger. As one executive at the time says “we did not even have any thought that the economic situation would get so bad so quickly”.

Stuart Chambers resigned in September 2009, citing family pressures from being in Japan all the time – and it was felt that his heart was not really in the job.

NSG had a 4-3-3 10 year vision. The first four years were to be about integrating the two companies’ systems and cutting down the debts. The next three years were to expand sales in automotive and construction glass and the second 3 years were to be about investing in new businesses.

However the company has not managed to move on from the first phase yet. It seems that the lack of understanding and knowledge between the two companies has meant that the negative financial situation has dragged on. “We thought that once we had made the leap into being a global company, all kinds of paths would open up to us, but it was not the case” says a former employee.

The new President, Keiji Yoshikawa says “we are having to fix areas we did not see at the time of the acquisition”. Pilkington had centralised, standardized global HR management and sales systems which looked efficient at first glance, but meant that there were regional differences which were ignored.

For example, construction glass has to take account of the different climates and lifestyles, but apparently such products were not given much priority. So NSG have started to allocate budgets to projects such as fire resistant glass in Germany.

After 7 years, NSG have finally started to understand Pilkington, concludes Nikkei Business.

Standardization and taking the initiative

My personal thoughts on this, having conducted various cross cultural communications seminars for Pilkington and Nippon Sheet Glass at the time, was that the two companies knew each other pretty well. The gap was more to do with differing views and levels of experience in managing globally.

Pilkington, like many Anglo Saxon multinationals, would indeed emphasise a standard unified approach to management and product development around the world, in order to ensure maximum profitability. The Japanese view that products should be customised to suit different markets is not cost effective, in this world view.

The other issue, as is so often the case when Japanese companies acquire Western ones, is that both parties sit back and wait for the other to take the initiative – and this was amplified by the Lehman Shock – where quick and decisive action was needed. Pilkington may well have expected NSG to take the lead, whereas NSG was expecting Pilkington to have the global experience to provide the guidance for what to do in such extreme circumstances.

Japanese companies should try treating foreign acquisitions not as lodgers but adopted sons

There has been a 33% drop in the number of overseas acquisitions by Japanese companies in the first quarter of this year compared to the last year. I view this as a temporary blip because of the weakening yen. However, recently announced corporate reshuffles show that senior executives are being asked to step down early if they are perceived to have been responsible for the failure of major overseas acquisitions. So there may be an element of “once bitten, twice shy”.

The most recent quarterly survey of 148 leading Japanese companies by The Nikkei indicates there is still an appetite for acquisition. Of the executives polled, 42.6% said they wanted to acquire companies both domestically and abroad, with North America and Europe being the favoured overseas destinations.

One way these executives could do a better job of acquiring overseas companies is to be conscious of the fact that Japanese companies behave like traditional Japanese families – and adapt their acquisition and integration processes accordingly. For example, Japanese families, even to this day, adopt son-in-laws, who take on the family name and become the heir, especially if there is a family business at stake.

Japanese companies seem reluctant to use the “adopted son-in-law” model for their overseas acquisitions. Sometimes the acquisition is more like a marriage – a long courtship of holding an equity stake in a large foreign company and then a final consummation some years later. And like a marriage, this approach requires effort and commitment on both sides, through thick and thin, to build a new family, with a new set of values and customs.

A more prevalent model seems to be treating the acquired overseas company like a lodger in the house, rather than a member of the family. So long as the lodger behaves, with no loud music late at night, and pays the rent on time, they are left to their own devices.

Initially North American and European companies may welcome this approach. They are allowed to continue as before, with plenty of autonomy and not much interference. However, like a lodger, they start to feel isolated from the family activities, and wonder whether they should be looking to move out to better lodgings. Or they may hit financial difficulties and stop paying the rent, at which point the Japanese landlord cracks down hard.

When North American and European companies acquire other companies, some attention is at least nominally paid to the cultural aspects, but the main focus is on integration or imposition of systems, structures, policies and targets. The acquired company is usually left in no doubt as to how they are going to have to adapt to the new parent, well before the ink is dry on the purchase agreement.

If Japanese companies do not feel comfortable with this clinical approach, then a lot more thought needs to go into how exactly their new overseas subsidiary can be a true adopted son and heir – or spouse.

This article by Pernille Rudlin first appeared in the April 22nd 2013 edition of The Nikkei Weekly and also appears in Pernille Rudlin’s new book “Shinrai: Japanese Corporate Integrity in a Disintegrating Europe” which is available as a paperback and Kindle ebook on Amazon.

Subtle factors that motivate workers differ in Japan and the West

Every time a Japanese company acquires a Western company, there is a concern about how the Japanese organization will deal with the “high risk, high reward” culture that is prevalent not only in the financial industry but across many Western business sectors.

Actually, Japanese multinationals have been dealing with this issue for some years, and the solution has usually been to pay the local market rate. It does, of course, result in some anomalies. Presidents of Japanese blue-chip companies are paid only around 10-20 times the salary of the lowest paid worker, whereas at Fortune 500 CEO can earn anywhere from 300-500 times a junior employee’s salary.

So it may turn out that the Japanese president is earning significantly less than the foreign directors reporting to him from the acquired company. Lower down the ranks, more junior Japanese find that when they are posted overseas, they are having to manage locally hired hotshots who are earning salaries and bonuses that add up to the equivalent of an extra zero on the end of a normal Japanese expat salary.

Many Japanese working for foreign banks and consultancies in Japan have also been making 10 times the average salary in Japan. Of course, Japanese on traditional salary packages can comfort themselves with the thought that they have more secure jobs, especially given what has been happening recently. But I think there is a danger in oversimplifying this risk/reward trade-off.

Knowing that you won’t be laid off when times get tough, or conversely that you are being paid handsomely, is not sufficient for most people, Japanese or Western, to feel completely fulfilled and motivated in their work. These factors may ensure people stay in their jobs but not that they perform those jobs to the best of their abilities.

High salaries and bonuses are in some ways proxies for the things that really motivate people to work. Being paid well should indicate that an employee is doing something that has had a major impact on the company. It should also reflect the employee’s authority and responsibility to make an impact. Getting quick raises should show that one’s career is advancing and that one’s skills and capabilities are developing.

These are all drivers of engagement – pride and motivation in work – for people working in Western companies. Surveys show that the drivers of engagement for Japanese people working in Japanese companies are subtly different. Career advancement opportunities and ability to make an impact are important, but so are other factors – immediate personal relationships, having input to department decisions, and having a manager who understands what motivates each employee and who has good relationships with them.

All people, regardless of nationality, want to feel recognized for making a positive difference in the world through their work. For many Japanese, the traditional way to do this has been through becoming a longtime respected member of a major company. For many Westerners, this route does not exist, so impact on society has to be more visibly rewarded through pay or status.

Japanese and Western companies need to avoid two extremes when trying to combine corporate cultures. Paying people well but not giving them the authority to make an impact and advance their careers will eventually lead Westerners to leave a company. Offering lifetime employment but without good, enduring personal relationships and mutual respect may mean that although Japanese employees stay, their morale is low.

This article by Pernille Rudlin originally appeared in the Nikkei Weekly.

This article appears in Pernille Rudlin’s latest book “Shinrai: Japanese Corporate Integrity in a Disintegrating Europe” available as a paperback and Kindle ebook on Amazon.

The importance of establishing a hybrid culture in cross border M&A

This article, written by Rochelle Kopp, founder of Japan Intercultural Consulting and Pernille Rudlin, European Representative of Japan Intercultural Consulting appeared in the December 2006 edition of Success Stories Japan

The non-integration strategy

The overseas M&A spree by Japanese companies in the late 80s was legendary for its excess and for its failure. Just as many Japanese firms lost billions on high profile foreign real estate investments during the bubble period, many others were similarly burned on the overseas companies they acquired. Often there was nothing fundamentally wrong with the acquired company, but it quickly ran aground when the new Japanese parent sent large numbers of expatriates to manage it, alienating the existing staff and causing them to leave, thus destroying the original corporate culture. At the other extreme, the acquired foreign firm was never integrated into the company as a whole, and left to operate on its own.

This latter approach has various tempting aspects to it. One obvious one is the cost saving in using fewer Japanese expatriates. The Japanese headquarters company can also justify it to themselves philosophically by saying that they are respecting the local culture by not imposing the Japanese company culture on the new subsidiary. The new subsidiary is likely to react positively too, feeling relief that they are not going to lose the autonomy that they had before and that they will not have to deal with the inevitable tensions caused by having to integrate staff from the parent company. If the newly acquired company is already performing well, then this approach seems to offer continuity and can be justified by an ‘if it ain’t broke…’ philosophy. If the newly acquired company then starts to have problems, the headquarter staff can point the finger of blame at the legacy management.

It is precisely when the new subsidiary starts to have problems, or indeed when there are positive developments, such as new plant investment, that the sustainability of the ‘leave them alone’ approach becomes doubtful. Superficially, allowing the new subsidiary autonomy shows that the subsidiary management is trusted by the headquarters, but this trust is quickly revealed as having been surface only, when large numbers of expatriate Japanese are flown out to trouble-shoot, or to set up the new plant. Real trust has not been built up through in-depth, side by side collaboration by key personnel from both companies. Without this real trust, Japanese headquarters will be reluctant to delegate. Well written, positive sounding monthly management reports from subsidiaries and the occasional board meeting are not enough to persuade most Japanese managers that when it comes to the crunch, the local managers can sort out problems or set up new projects in the correct corporate ‘way’. They also worry, probably rightly, that the systems and processes that they can rely on in Japan are not well embedded in the overseas subsidiary. Underpinning both the lack of trust in people and in the processes is a lack of trust that would have come from explicitly shared values and an understanding of how those values are manifested in the workplace.

An example of this that we have come across recently was when a joint venture between a large Japanese chemicals company and a large European chemicals company became a fully owned subsidiary of the Japanese company. Initially, the Japanese company let the newly acquired company carry on as before, with a European Chief Executive Officer and a wholly European team of managers, all originally from the European chemicals company. Then the CEO left and was replaced by another European, and the Japanese company sent over one expatriate – a sign that they were beginning to get nervous after the departure of the known and trusted CEO. Then when the second CEO left, he was replaced by a Japanese expatriate. Then, when plans for a new factory in Europe were approved, more and more Japanese expatriates began to appear, to the point where the senior management team is now half European and half Japanese.

This has led to complaints from the Europeans about the perceived behaviour of the Japanese expatriate managers – the long and non-transparent Japanese decision making processes seem to exclude the Europeans. National cliques are forming, and suspicion and paranoia are rife. The long hours worked by the Japanese managers worry the Europeans, who wonder if they too are expected to work until late at night every night, and on weekends.

This worry is justified, because for many Japanese companies, a willingness to work late is seen as an indication of loyalty to the company and ability to put the group wellbeing before individual needs. If employees do not work late, they are less trusted.

Does this mean that European employees of Japanese companies should work late if they wish to be trusted? It would certainly help, but we believe this is a very dangerous expectation to impose on locally hired staff. Quite apart from the damage that excessive overtime work is causing to Japanese society itself, Europeans are very keen to preserve their work/life balance, and many will simply refuse to work at a company where long hours are the norm. We already know of a British company, recently acquired by a large Japanese healthcare company, who told us they are having problems hiring a Chief Financial Officer, because good candidates are saying that they are deterred by the notoriety of Japanese working hours.

Behaviours, values, and culture

Behaviours such as a willingness to work long hours are proxies that companies use to measure how far corporate values are being upheld by employees. Different cultures may have disagreements about the desirability of some of these behaviours but there is usually plenty of common ground regarding the values themselves. For example, few people would question the desirability of ‘loyalty’. It is how these are thought to be manifested that is the sticking point.

This is where the creation of a hybrid culture comes in, but it is not enough to have a lovingly crafted, mutually-agreed list of values or mission statement. There has to be agreement on how these values will be demonstrated and how the mission statement will be implemented.

The framework of a hybrid culture is a set of communication norms that are designed by the multicultural work team, blending the best practices of each culture. A norm is a behaviour (way of doing things, or custom) that the group practices on an ongoing basis. A norm serves as a ‘ground rule’ for the group’s behaviour. Through a process of consciously creating norms for the group, positive norms can be selected. If norms are not created consciously, there is the danger that negative and counter-productive norms will develop.

In the team building sessions we have conducted, we first of all ask for behaviours that each national group has noticed in the other group, which they find positive, and behaviours that they find puzzling or troubling. Then we analyze the behaviours to uncover the values underlining them. Some of the values can be acceptable to all, and some may not be as high priority for some national or corporate cultures as for others. For example group orientation is more important to Japanese than it is to Americans or Europeans, and role clarity is less important to Japanese.

We focus first of all on the common positive behaviours. These are the starting point for the group norms. For example, a common one that Japanese mention with regard to the British and the British mention with regard to the Japanese is “helpfulness”. Then we look at the behaviours which the team has found puzzling or troubling; lengthy decision-making for example. The long time that Japanese spend on decision-making can be traced back to Japanese values of consensus decision making, relationship orientation and group orientation. Consensus decision-making is not a value that is totally alien to other cultures. Within Europe, for example, the Swedes, Dutch, Belgians and Germans all have forms of consensus decision making. However many Europeans also value swift actions and are more task-oriented than relationship-oriented. The group can then come to an agreement that decisions should be made through consensus, but a time limit or a limit on the number of people that have to be consulted, or a limit on the number of pre-meetings can also be set.

Foreign acquisitions in Japan

The same process can be used for acquisitions of Japanese companies operating in Japan by foreign companies. Indeed, if values are not compared and mutually comfortable norms and structures created, it can jeopardize the entire deal. In one case we are aware of, a potential acquisition of a Japanese components manufacturer by an American company was scuttled because the American side was insistent on the particular role that sales engineers should play in the organization. This view was based on a particular set of values and assumptions concerning how to work with customers. The American firm viewed their way of using sales engineers as a key aspect of their competitive advantage, that they felt very emotionally attached to. The Japanese organization had a strikingly different approach, and was reluctant to suddenly change a way of doing things that had worked in the past and was comfortable for their Japanese customers. Faced with this clash of approaches, the American organization became nervous, and discussions ground to a halt. If the two sides had taken the opportunity to dig beneath the formal structure of the engineer role in each of their organizations, and discuss their values relating to customer service, they might have discovered more similarities than differences, and been able to find a common ground to move forward.

In acquisitions of Japanese companies operating in Japan by foreign firms, these issues of culture often become key sticking blocks. This is in part due to the fears that many Japanese have about having their taken over by foreign owners, since this is something that is still rather rare and dramatic in Japan. Indeed, acquisitions of any type are less familiar to most Japanese than to people in the west, and having the acquirer be a foreign firm is a wild card that leads to more concern. Also, since most Japanese have spent their entire working lives at one firm, they tend to be particularly attached to their company’s existing ways of doing things, and less comfortable trying other approaches. Thus, foreign firms making acquisitions in Japan need to take particular care to not impose their culture willy-nilly on the acquired firm, and instead working together to develop a hybrid that leverages the best of both the acquirer’s and acquiree’s values and business practices.

Culture as a “powerful seed”

Carlos Ghosn, President and CEO of both Nissan and Renault, has said that “cultural differences can be viewed as either a handicap or a powerful seed for something new.” The process of creating a hybrid culture, and explicitly stating the behaviours or competencies that are expected by employees in order to demonstrate the values of that hybrid culture, can lead to an enhanced competitive advantage for the new company. Greater trust between employees will allow access to capabilities and knowledge which might otherwise remain hidden inside each culture. The new culture and its associated behaviours can help the company overcome rigidities from its past. Also, by discussing the issue of culture head-on, the company can avoid having it become the catch-all for every friction or discomfort that comes up during the acquisition process. If cultural issues have been examined and addressed, it’s difficult to start blaming everything on “those Japanese” or “the Americans.” Furthermore, we have found that the cultural discussions held in the process of designing the hybrid culture and its norms lead to a greater mutual understanding and feeling of closeness between the acquirer and acquiree personnel, that becomes a key basis for ongoing cooperation and synergy.

U.S.-based Rochelle Kopp and U.K.-based Pernille Rudlin have assisted several major Japanese firms with post-merger integration. For further information on their work please visit www.japanintercultural.com.

Category: M&A