Wednesday, March 18, 2009

Stop blaming it on the merger; blame myopism!

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An author who has written a book on the dark side of mergers tells you why Citigroup’s sick present is not a result of the massive merger... So why’s it sick?


Robert F. Bruner,
Dean and Charles C. Abbott Professor of Business Administration
Darden Graduate School of Business and author of the best-seller Deals From Hell

The perception of most critics is that Citigroup is too large to be managed, that all of its stumbles in recent years reflect a firm that is out of control. Therefore, if I may, I would direct your attention to perhaps the most significant deal – the merger of Travelers Insurance and Citicorp in 1998 that formed Citigroup and which accounted for its large size. Thus, the chief question is whether this original deal is the source of the firm’s troubles today. Does this argument make sense? I doubt it. I have written a book on major failures in M&A, called Deals from Hell. Many factors add up to consign a deal to hell, but one must be able to associate the adverse outcome with the deal as opposed to other things that intruded in the life of the firm.

1. Destruction of value: The stock price of Citigroup rose handsomely in the three years following the deal. Then the price was hammered in the recession of 2001-2002, after which it rose again. The sharpest value destruction occurred in the past 12 months – but is this associated with the merger? I don’t think so.

2. Loss of talent: I have less data here, but the loss of senior execs (John Reed, Jamie Dimon) usually occurs after mergers. I heard they left after disagreements with Sanford Weill, not because of disillusionment with the trajectory of the firm. The bigger issue is, what happened to the cadre of innovators and talented emerging managers 2-4 layers below?

3. Loss of strategic position; destruction of brand value; legal and ethical lapses. You can make the case for all of these... but again, it is a stretch to tie such developments to the merger in 1998. The big question is whether the merger rendered Citigroup too big to manage. There is a populist critique of M&A that labels big deals as necessarily bad. But size isn’t the issue: the investing public should focus on efficiency rather than size.

Other enterprises are equally complex but seem to do well, or at least, avoid the type of crash Citigroup experienced in recent months – I refer to General Electric, United Technologies, Berkshire Hathaway, ExxonMobil, BHP Billiton and others. I am persuaded that some very serious industry dynamics are influencing the price of Citigroup common, but it is hard to say that executives of Citi and Travelers should have foreseen these 10 years ago.

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Source :
IIPM Editorial, 2008
An Initiative of IIPM, Malay Chaudhuri and
Arindam Chaudhuri (Renowned Management Guru and Economist).


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