Conglomerate acquisitions differ from vertical or horizontal acquisitions in one key way – the two companies have no natural connection. They operate in separate industries or markets, so many of the typical factors that you’d use to evaluate a worthwhile acquisition prospect don’t apply.
So why are conglomerate acquisitions considered advantageous?
The diversification and risk-spreading potential of these acquisitions make them an attractive prospect for many growing companies. However, they tend to suit businesses with specific needs and vulnerabilities.
I’m here today to help you understand if conglomerate acquisitions are right for your business model.
This blog will cover:
- How they work
- How they differ from other acquisition types (with examples)
- The acquisition process
- Their advantages & disadvantages
- …and everything in between.
Let’s get started.
Understanding Conglomerate Acquisitions
The core principle behind most conglomerate acquisitions is to add stability to the acquiring company’s portfolio. Diversification is a key priority for many entrepreneurs, and conglomerate acquisitions are among the best ways to achieve this.
By venturing into unrelated industries, a company can reduce its dependence on a single market or sector. This mitigates risks associated with economic cycles, regulatory changes, or competitive pressures in that area.
Even though the industries may be unrelated, the acquisition might strategically align with the broader strategic goals of the acquiring company. These may include:
- Entering high-growth markets
- Leveraging existing customer bases
- Utilizing excess capital efficiently
Conglomerate acquisitions may also be pursued for financial reasons. Diverse mergers may improve the acquiring company’s financial ratios or allow it to optimize tax positions or leverage new assets for future financing opportunities.
However, conglomerate acquisitions are not without challenges. Integrating companies from unrelated industries can be complex. The expected benefits are also often harder to assess if there’s limited knowledge on the side of the acquiring company.
Types of Conglomerate Acquisitions
A pure conglomerate acquisition is a specific form of conglomerate acquisition where the acquiring company and the target company have absolutely no common business areas. They operate in entirely different industries, and there are no overlapping products, services, or markets.
Reasons for these acquisitions include:
- Diversification that provides a hedge against industry-specific risks and downturns
- A company seizing an opportunity to enter a high-growth market
- Making use of complementary work cultures to achieve growth despite the businesses’ differences
- Opportunities for cross-industry innovation in some niche cases
These acquisitions often begin with “chance” discoveries, such as dialogue between like-minded individuals in different industries. However, they’re increasingly identified by savvy acquisition entrepreneurs as well worth researching and pursuing as a routine part of portfolio development.
Pure Conglomerate Acquisition Examples
- Virgin Group is known for its ventures into completely unrelated industries, from music to airlines to telecommunications.
- ITT Corporation historically made various acquisitions in unrelated industries, ranging from automotive to hospitality. This reflects a pure conglomerate approach.
- A mixed conglomerate acquisition occurs between companies in separate industries but with some notable similarities, for example:
- Geographical markets
- Other tangential aspects
This can create opportunities for cross-promotion, shared resources, or other synergies.
The rationale for a mixed conglomerate acquisition often includes leveraging shared aspects to create value. This frequently involves tapping into similar customer behaviors, utilizing common technologies, or expanding into related geographical markets.
Integration opportunities are often more straightforward than in a pure conglomerate, given the minor similarities between the businesses. This is often beneficial for post-acquisition management.
Diversification remains the key benefit, and the risks associated with mixed conglomerate acquisitions also remain similar. Poor integration and a misunderstanding of the acquired business’s core markets and operating procedures remain a hazard in these acquisitions.
Mixed Conglomerate Acquisition Examples
- Tata Group manages businesses ranging from steel and automotive to information technology and consumer goods. Its acquisitions often share some underlying connections, such as targeting similar emerging markets or leveraging shared technologies.
- Known for its innovation across various sectors, 3M’s acquisitions frequently involve companies that can benefit from its technological expertise, even if they operate in different industries.
Further Examples of Conglomerate Acquisitions
Conglomerate acquisitions have played a significant role in shaping the global business landscape. They have allowed companies to diversify their portfolios, enter new markets, and often become industry leaders across various sectors.
Here are some historical examples that illustrate the impact and diversity of conglomerate acquisitions.
1. General Electric (GE)
In 1986, GE acquired RCA, including its subsidiary NBC, marking a significant expansion into the entertainment industry. Its portfolio also includes industries ranging from energy and aviation to healthcare and finance.
2. Berkshire Hathaway
In 2009, Berkshire Hathaway acquired BNSF Railway, adding to its already diverse portfolio that includes insurance, manufacturing, and retail.
Led by Warren Buffett, Berkshire Hathaway’s acquisition strategy has focused on long-term value, often in unrelated industries, creating one of the most successful conglomerates.
Honeywell’s growth through acquisitions in aerospace, building technologies, performance materials, and more showcases a strategic approach to conglomerate acquisitions.
Conglomerate vs. Vertical vs. Horizontal Acquisitions
Here’s a quick rundown of the core components of conglomerate, vertical, and horizontal acquisition methods.
- Nature: Involves companies from entirely different industries.
- Goals: Diversification, risk mitigation, and strategic growth in unrelated markets.
- Challenges: Integration can be complex due to a lack of commonality; alignment with overall corporate strategy is crucial.
- Examples: General Electric’s acquisition of RCA; Berkshire Hathaway’s acquisition of BNSF Railway.
- Nature: Involves companies in the same industry, often direct competitors.
- Goals: Increase market share, achieve economies of scale, and eliminate competition.
- Challenges: Regulatory scrutiny for anti-competitive concerns; potential cultural clashes.
- Examples: Disney’s acquisition of 21st Century Fox; Exxon’s merger with Mobil.
- Nature: Involves companies at different stages of the same industry’s supply chain.
- Goals: Improve efficiency, control costs, and secure supply or distribution channels.
- Challenges: Integration of different stages of production; potential conflicts with other suppliers or distributors.
- Examples: Apple’s acquisition of chip manufacturers; Amazon’s acquisition of Whole Foods.
The Process of a Conglomerate Acquisition
Step 1. Identifying Targets
The target must align with the acquiring company’s broader goals, even though it operates in a completely different industry.
Before identifying potential targets, the acquiring company must have a clear understanding of how the acquisition would align with its strategic objectives.
Are there unique growth opportunities in the target company’s industry? Will the acquisition help raise capital that could be used to finance future horizontal or vertical acquisitions?
A thorough analysis of the target company’s industry or market is also non-negotiable. The competitive and regulatory landscape should be thoroughly analyzed, and additional help sought where needed. For example, if the target operates in foreign markets, local expertise should typically be brought in.
Due diligence is integral to any acquisition – nothing can be taken for granted. This is doubly true when usual “assumptions” about a business’s viability can’t be applied due to the acquiring company’s lack of expertise in the target’s market or niche.
Core features of this analysis include:
- Debt levels
- Cash flow
- Legal questions
The cultural and operational fit between the companies is vital. This is often one of the most poorly-understood parts of conglomerate acquisitions. Assessing management philosophies, organizational structures, and operational practices helps in identifying targets that can be integrated successfully.
Based on in-depth analysis and assessments, you’ll create a shortlist of potential targets. This shortlist is then further evaluated through a more detailed due diligence process – repeat this process (while continually consulting with stakeholders) until the most viable candidate is identified.
Step 2. Due Diligence
Preliminary due diligence is one of the most time-consuming parts of selecting a target.
Those that enjoy researching and identifying challenges – which I assume includes you, as an acquisition entrepreneur! – are going to love this next part.
Because there’s more.
Due diligence for the target company includes:
- A thorough review of the target company’s financial statements, including balance sheets, income statements, cash flow statements, and tax returns.
- Examining the company’s legal documents, contracts, intellectual property rights, litigation history, and regulatory compliance.
- A full review of the target company’s operations, including its production processes, supply chain, technology, human resources, and customer relationships.
- Researching the target company’s market position, competitive landscape, growth prospects, and industry trends.
- Identifying unique challenges of the target company’s market, especially if the target operates in foreign markets.
- Evaluating the target company’s organizational culture, management philosophy, and employee engagement.
- Reviewing the target company’s environmental policies, social responsibilities, and sustainability practices. This aligns with the growing emphasis on Environmental, Social, and Governance (ESG) factors in business decisions.
- A comprehensive risk assessment including market, operational, regulatory, and reputational risks.
Due diligence often involves a multidisciplinary team of experts, including financial analysts, lawyers, industry specialists, and other professionals. Building a powerful coalition of combined expertise is the best way to guarantee a comprehensive and accurate assessment of the target company.
Step 3. Negotiation and Structuring
One reason you need to be so well-prepared before making an approach in a conglomerate acquisition is that these acquisitions are often met with greater resistance than horizontal or vertical mergers.
If there’s a visible lack of industry or market knowledge on the acquiring company’s side, one of two things may happen:
- The target company’s ownership may be hostile to the acquisition because they don’t perceive the buyer as capable of running it. If the buyer can’t demonstrate why they’ll be able to manage and grow the business, there’s every chance the approach will be rebuffed.
- The current ownership may see the acquiring company’s lack of knowledge as an opportunity to negotiate an unreasonably high asking price.
For these reasons, you need to enter negotiations armed with the results of your due diligence, and use negotiations to show why you’re a realistic candidate to acquire the business.
The first step is to define terms. This includes aspects such as:
- The purchase price
- Payment structure (e.g., cash, stock, or a combination)
- Any specific conditions or warranties
These terms are negotiated between the parties to reach a mutually agreeable deal.
The valuation of the target company plays a central role in negotiations. Your due diligence will have given you an overview of the company’s earnings, assets, liabilities, growth prospects, and risks – these may be used to determine value.
An appropriate deal structure must then be agreed upon – for instance, whether it’s an asset purchase or a stock/share purchase, how it’s financed, and the integration plan for the post-acquisition phase.
Depending on the size and nature of the acquisition, regulatory approvals may be required. This can include antitrust considerations, industry-specific regulations, or cross-border legalities if the acquisition involves companies in different countries.
Mitigating Potential Risks
Finally, structuring the deal to mitigate potential risks is vital. This may include escrow arrangements, indemnities, or specific clauses to address risks identified during due diligence.
Ensure you’re working with skilled professionals during negotiations – entering a negotiation expecting to be able to handle the entire process by yourself is foolhardy. The more knowledge you have on your side, the more likely you are to be taken seriously, and the better your chances of making a successful acquisition.
Step 4. Regulatory Compliance
Regulatory compliance ensures that the acquisition adheres to all relevant laws, regulations, and standards, both domestically and internationally. This phase can be complex, particularly for large or cross-border acquisitions, and requires careful planning and execution.
You’ll need to seek legal counsel on antitrust laws, securities regulations, and issues specific to the target company’s industry. You’ll also need advice on international laws if the acquisition involves companies in different countries.
Engaging with Regulators is 100% Better Than Being Caught Out
Early engagement with relevant regulatory authorities is highly recommended. You’ll need to submit required filings, seek pre-approvals, and address any concerns or inquiries from regulators.
It’s much better to get this sorted as early as possible – you don’t want the purchase held up at the last moment.
Larger acquisitions will require antitrust or competition law compliance. Again, if your acquisition may require approval from competition authorities, it’s best to approach them of your own volition and as early as possible.
Seek Assistance from Insiders to Understand Niche Regulations
Does your acquisition involve companies in different jurisdictions? It’s worth working with local experts to understand foreign investment rules, tax laws, and local regulations.
Likewise, acquisitions in niche industries like the financial, healthcare, or telecommunications sectors may have unique regulatory requirements. An independent advisor can help you navigate industry-specific challenges.
Planning for potential delays and building flexibility into the acquisition timeline is advisable – once again, you don’t want these issues to come up just as you’re closing the deal.
Assuming that you know where you stand while you’re in unfamiliar territory has shattered more than one potentially successful acquisition. And I don’t need to tell you that regulators love saying, “Wait, just one moment…” when you’re inches from the finish line.
Take the initiative. Make all necessary approaches early on, and take extra care that you’re not acquiring a business that may already be in violation of any laws or regulations.
Step 5. Integration Challenges and Strategies
The integration phase of a conglomerate acquisition is where the strategic vision becomes a reality, but it’s also where many visions hit choppy waters. Common challenges include:
- Aligning organizational cultures
- Integrating technology platforms
- Managing human resources
- Communicating changes to stakeholders
- Identifying and realizing synergies
- Ensuring regulatory & compliance alignment
…and here’s what you can do about them.
- Build a clear integration plan. Create a detailed integration plan with clear goals, timelines, responsibilities, and metrics This allows you to guide the process and measure success.
- Focus on cultural alignment. Invest in cultural assessments, team-building activities, and leadership alignment. This fosters a unified organizational culture.
- Leverage technology expertise. Engage technology experts to plan and execute the integration of IT systems. This minimizes disruptions and enhances efficiency.
- Engage employees. Involving employees in the integration process is mandatory. Providing clear communication and addressing concerns can enhance buy-in and reduce resistance.
- Monitor and adjust. Monitor the integration process. Show that you’re willing to listen and make adjustments as needed.
- Engage with customers and suppliers. Communicating with the acquired business’s core customers and valuable suppliers puts you on the front foot. Reassuring these parties about the continuity of relationships and addressing their concerns is vital for maintaining trust.
- Establish and coordinate leadership. Ensuring that leadership at all levels is aligned with the integration goals and committed to the process is essential.
Successful integration is the cornerstone of your vision for growth. Nurture what you’ve acquired and build on established successes – this is fundamental to the ETA model.
When is a Conglomerate Acquisition The Best Strategy?
So – is this acquisition method right for you?
The answer depends on your goals. Below I’ve outlined the 4 main priorities of an acquisition entrepreneur who might benefit from a conglomerate acquisition.
Are these your priorities, too? If so, this type of acquisition could be an excellent choice.
Priority 1: Diversifying Business Risks
By acquiring businesses in unrelated industries, a company can spread its risks across various sectors, potentially insulating itself from downturns in any single market.
Diversification can also lead to more stable revenue streams, reducing dependence on specific economic cycles or industry trends.
Priority 2: Exploiting Synergies and Efficiencies
Conglomerate acquisitions may unlock opportunities for innovation by combining expertise and resources from different industries.
Even in unrelated businesses, there may be opportunities to leverage shared services, technologies, or procurement to achieve cost savings.
Priority 3: Entering New Markets, Regions, or Industries
Acquiring companies in different industries or geographies can provide access to new customer bases and markets.
A conglomerate acquisition may allow a company to enter new areas by leveraging its existing strengths in management, branding, or distribution.
Priority 4: Enhancing Shareholder Value
Conglomerate acquisitions can provide growth opportunities beyond the company’s existing industry, potentially enhancing shareholder value.
By diversifying into different areas, a company may be able to allocate capital more efficiently, targeting high-growth or high-return opportunities.
Risks and Drawbacks of Conglomerate Acquisitions
As ever, all the good reasons in the world won’t matter if there’s a glaring hole in the plan. Conglomerate acquisitions are perhaps the least familiar type of acquisition for most entrepreneurs, and with that comes a higher risk of unforeseen pitfalls. You’ll need to be prepared for:
- Integration challenges. Integrating unrelated businesses carries unique risks. Most of these are knowledge-based – this isn’t a method for those looking for quick, easy success stories.
- Strategic misalignment. Without a clear strategic rationale, a conglomerate acquisition will fail. A lack of focus and misalignment with the company’s core objectives is disastrous and can have a knock-on negative effect on other businesses in your portfolio.
- Management complexity. Managing diverse business units requires a broad skill set and can strain management resources.
- Financial risks. A poorly-informed conglomerate acquisition may carry financial risks such as unforeseen legal issues, overvaluation, or an unrealistic growth plan.
Future Trends in Conglomerate Acquisitions
The landscape of conglomerate acquisitions is shifting. Here’s what you should be watching out for – both in terms of challenges and opportunities.
Impact of Globalization and Technology
Globalization has expanded the scope of conglomerate acquisitions, allowing companies to target businesses across borders, tapping into new markets and customer bases.
Meanwhile, the rise of digital technologies has facilitated the integration of diverse businesses. Synergies and efficiencies that were previously challenging to achieve are now primed for action.
Advanced analytics and AI are enhancing the ability to identify targets, conduct due diligence, and optimize integration through data-driven insights. The increasing use of remote collaboration among teams, experts, and stakeholders is also advantageous for acquisitions across different geographical regions.
Regulatory Changes and Challenges
Regulatory authorities are increasingly scrutinizing conglomerate acquisitions, particularly in areas like competition, data privacy, and cross-border transactions. Acquisition entrepreneurs must be wise to this. This also applies to areas like environmental sustainability and social responsibility.
Emerging regulatory norms, such as those related to climate change or digital privacy, may shape future conglomerate acquisition strategies and compliance requirements.
Which will come first – your exit or legislation that might change the way an acquired business operates? And would you be able to make a successful exit with new regulatory changes on the horizon? Acquisition entrepreneurs need to think in the long term.
Emerging Opportunities and Threats
Emerging industries, such as renewable energy, biotechnology, and digital services, offer new opportunities for conglomerate acquisitions. The growing emphasis on sustainability and ESG (Environmental, Social, and Governance) factors may also drive acquisitions in sectors aligned with these values.
As we’ve all discovered in recent years, global economic uncertainties, such as pandemics or geopolitical tensions, may pose threats or create opportunities for strategic acquisitions. The response to these issues is all too often, “Nobody could see it coming.”
And yet, in each case, somebody did.
Keeping one eye on the news and independent insights is always recommended for entrepreneurs. It could be the difference between a successful exit after a smooth period of growth, and being stuck for years with a white elephant that cost more than you can afford.
Conglomerate acquisitions represent a unique opportunity for the entrepreneur. If you’re considering this type of acquisition, start by looking at your portfolio – where are its weaknesses (e.g. seasonal vulnerabilities, overreliance on a specific technology)?
Would you benefit from diversification and increased risk tolerance? Could a conglomerate acquisition help you finance key objectives further down the line?
You’ll need to be prepared for a lot of research. You should also expect some difficult negotiations – you’ll need to prove yourself an expert in someone else’s field. And you’ll need to know where to find the expert assistance you need to guide you through this specialized acquisition type.
ETAInsider is the perfect place to start. With a community built on knowledge-sharing and regular updates on first-class opportunities for acquisition entrepreneurs, it’s the perfect resource for decision-makers.