Where should CEOs of consumer-products companies look for growth?
More and more of them find it in categories close to those they
already serve. The strategy is called adjacent diversification, and the
logic behind it is that a company's capabilities can be exploited
across related categories. Often accomplished through acquisition,
adjacent growth can offer consumer-products companies major economies
of scale and scope at a time when the retailers that distribute their
products grow ever larger and more powerful. In fact, for the
consumer-products makers, consolidation and diversification strategies
are often linked: Companies seeking scale acquire competitors with
dissimilar category footprints, while companies seeking diversified
growth find the shortest route through acquisition - increasing scale
in the bargain.
In the right combinations, diversification helps companies lower
their functional costs per unit. It also frees resources for
breakthrough product innovations, provides fuller assortment and
service to demanding retailers and defends share through massive spot
investment in contested markets or categories.
But moving into unfamiliar categories can be perilous. The growth
potential of far-from-the-core expansion carries a higher risk as the
new entrant takes on entrenched competitors. What's more, distraction
from existing lines of business can kill the golden goose - the legacy
business that funds new initiatives.
Adjacent-growth deals in consumer products A selection of recent activity among companies in the S&P consumer staples index |
|
| Acquirer |
Target |
Category |
Date |
Amount ($bill.) |
| McCormick & Co. |
Zatarain's |
Rice mixes |
2003 |
$0.18 |
| PepsiCo Inc. |
Quaker |
sports beverages, oatmeal snacks |
2001 |
13.60 |
| Sara Lee Corp. |
Earthgrains |
Direct-store delivery bread |
2001 |
2.90 |
| Kellogg Co. |
Keebler Co. |
Cookies, crackers |
2001 |
4.56 |
| Hershey |
Nabisco mints |
Chewing gum, breath mints |
2000 |
0.14 |
| Procter & Gamble |
Iams |
Pet care |
1999 |
2.20 |
| Kellogg Co. |
Worthington Foods |
Meat substitutes |
1999 |
0.30 |
|
Source: S & P; Hoover's; published reports |
There's a lot to weigh if you're considering adjacent
diversification and acquisition. We recommend a four-step process for
assessing your options and charting your course.
1. Determine the growth path. Adjacent diversification
should not be sought for its own sake. Its appropriateness depends on
the basis for competition in your industry, your competencies and the
availability of attractive combinations.
One durables manufacturer, for example, had a mix of broadly
diversified and narrowly focused players in its category. It wanted to
know if it needed to diversify to survive. Our analysis found that the
shareholder return of diversified players was no better than that of
focused ones. Furthermore, the manufacturer could realize few synergies
across broad categories along the value chain because the categories
had dissimilar gains from scale. Distribution advantages also differed,
depending on the point of fabrication. Finally, major retailers didn't
really care whether the supplier was diversified. Instead of
diversification, we recommended that the company focus on a narrower
set of related categories in which it had brand relevance and an
advantage in materials science. The company is now profitably following
that strategy.
2. Rank the attractiveness of adjacent categories. Once
they've decided on adjacent diversification, most managers prefer to
stay close to home, hoping to leverage existing knowledge and
capabilities. But they often define proximity by the wrong variables.
One diversifying food company, for example, focused on categories with
similar manufacturing processes: "This is like making X, and making X
is what we do best." A closer look revealed a more important lever:
common locations within the store, and the associated merchandising,
branding and selling capabilities the company possessed.
To be ready to assess the attractiveness of an adjacent category, you need to prepare three important profiles:
•
- An understanding of your current consumer, including target
definition, segment size, demographics, stated and unstated needs,
purchase behaviors and pathways, and occasions of use.
•
- An objective outline of your company's capabilities across the
value chain, including innovation, conversion, distribution and
branding.
•
- A complete teardown of your core-category economics and
requirements for success, including volume growth, velocity,
assortment, cost per pound, distribution density and price realization.
Once armed with a map of your consumers, capabilities and category
economics, you are ready to scan candidate categories. Consumer
understanding will clarify your strengths and allow you to calculate
the impact of expansion. By mapping your capabilities, you will
identify points of competitive advantage and synergy as you enter a
category, as well as risks in execution. Economic analysis will help
you quantify the impact of profit, investment and risk on your
business. At its conclusion, your review will give you a picture of the
standalone and complementary attractiveness of relevant categories.
When such data surface, the best adjacent categories are clear and
sometimes surprising.
One packaged-foods company, for example, worried about one of its
core businesses when a competitor decided to exit. Did the competitor
know something it didn't? An analysis showed that participating in the
raw-material ingredients stage of the industry was not very attractive.
But a study of the end-use markets revealed an opportunity to build a
premium ready-to-consume product line. Such a line would compete
outside the company's current distribution mode. Therefore, the company
acquired a small player with a position in the appropriate channels and
also introduced the product line to its own established channels. The
company then launched a second and third premium line. Each new line
brought new technical benefits that meant higher prices. The business
grew to more than $1 billion, bigger by far than the original
ingredients business.
3. Assess the best entry means. Whether you mount an
organic launch or acquire another company in an attractive category
depends on the category's competitive dynamics, your capabilities and
the availability of acquirable assets. Although much research has been
devoted to understanding why acquisitions fail, it is also important to
appreciate the relative difficulty of organic adjacent diversification.
To that end, Boston Consulting Group studied nearly 600 food launches
between 1997 and 2001. Among launches that represented organic entry
into an adjacent category, only 9% achieved first-year sales in excess
of $50 million, compared with a 17% success rate among launches in
general. In many categories, mergers and acquisitions will represent
the most attractive means of entry.
For the acquisition to succeed, however, it must capitalize on a
unique advantage. As with other aspects of charting your course, you
can predict the factors that contribute to a successful purchase.
4. Value candidates with high definition. If
acquisition is the preferred entry vehicle, finding the right property
and paying the right amount are the final (and sometimes fatal)
hurdles. In most cases, you can narrow the field of properties with
thorough research on strategic intent, regulatory barriers, the balance
sheet and your targets' complementary strengths. Once you've done this,
you can prepare detailed dossiers on the most likely candidates and
develop a source book and game plan for active or reactive M&A
moves downstream. At the heart of the dossier is an output we call
high-definition valuation.
Typical valuation approaches run something like this: Comparable
transactions and industry multiples are observed. A discounted
cash-flow model is built on the basis of the target's standalone value
and trajectory, with overlays for projected cost and revenue synergy.
Cost synergies are estimated using scale-economy rules of thumb.
Revenue synergies emerge through consensus. The seller's data room is
mined, site visits are made and the valuation is revised and agreed
upon.
Such an approach falls short because information that materially
affects value lies outside its scope; the devil is indeed in the
details. Many companies, of course, are sophisticated acquirers, and
master those details. Still, it's worthwhile to review the two main
aspects of an effective valuation approach, one both broad and deep.
A wide field of view. An acquirer needs an encompassing view
of the value that might be created or lost. We quantify all of the
external aspects of a transaction and its indirect consequences. These
include:
• Resource diversion. In theory, any project with a positive net
present value justifies incremental investment. In practice, time and
resources are often constrained, and acquisitions rob other
initiatives. For this reason, we recommend a review of internal
projects. On the basis of an estimate of required acquisition and
integration resources, internal projects are eliminated, discounted or
delayed - with the penalty subtracted from the transaction upside. Thus
only unique, incremental transaction value is paid for, and the deal
isn't credited with false synergy. Costly errors are avoided.
• Plan impairment. The cost of inaction is often missed in
traditional valuation. Forfeiting a property to a competitive bidder
not only closes off potential upside, it exposes existing plans to a
strengthened competitor. Recently, we fielded a team to look at where
and how a likely bidder would attack after it completed an acquisition.
What markets would be at risk given the combined footprint of the two
companies? What launches might they pre-empt with strengthened R&D?
How would their new cost position pressure prices? Where should a
competitor increase brand support to stave off attack?
Such an effort minimizes damage. It also reveals the true value of winning the target.
Deep, detailed research. Many standalone and upside analyses
base their assumptions on rules-of-thumb and rudimentary
extrapolations. Such looseness can skew valuations, especially when
compounded in terminal values. Instead, we advocate:
• A standalone analysis. Rather than base projections on historical
or category average performance, you should examine consumer purchase
data on the brand level. You should research recent launch
performances; interview subjects with knowledge of the target's
business, including blind interviews of important customers or retail
buyers; conduct deep dives on heavy-user segments and their consumption
trends; and analyze differences among competitors to understand the
performance of consolidated subsidiaries or private companies.
• Upside scrutiny. Acquisition upsides must be thoroughly tested.
If, for example, certain brands are to be transplanted to new locations
or extended, test the concept and commission original consumer
research. That includes interviewing retail buyers on the benefits of
the combination to substantiate the estimated revenue.
You should also determine physical overlap and opportunities for
rationalization by investigating plants and facilities - down to the
detail of line output and square footage. Patent footprint overlap and
teardowns of recent launches can point to combined innovation
potential.
• Premerger integration. Postmerger integration, of course, involves
assembling a team to plan operational integration and set detailed
performance targets. Pre-merger integration exercises are an advance
simulation of that process, conducted well before a deal is likely.
Same team, same issues, same objectives. The outputs are a set of cost
and revenue projections (showing the probabilities of different
outcomes) and an implementation plan showing the resources required to
achieve the benefits. When conducted under tough management
expectations of accountability, this exercise builds realism into the
valuation.
Even the most painstaking evaluation of upside is meaningless if it
is given away in bidding. A structured approach to setting opening and
walkaway price points can ensure that identified value is brought back
to your shareholders. And it can inoculate management against the
contraction of "deal fever." Opening bids should be established on the
basis of precedent transactions, a conservative estimate of value
creation and an understanding of the transaction upside and funding
constraints of competing bidders. Walkaway bids should be established
(and adhered to) by an aggressive but achievable estimate of upside as
well as of funding, dilution, and earnings-per-share accretion
thresholds.
In addition, a clear-eyed view of possible competitive bidders and
their bidding potential is needed. If your upsides are unique,
competitors should be unable to match them in their bids.
The real power of high-definition valuation is in the timing. Every
aspect can be accomplished well ahead of a transaction, across a number
of worthy properties, without an offering memorandum and without a data
room. This type of early valuation provides a commanding view of
options for expansive growth - making it especially useful for
consumer-products companies with multiple adjacent categories to
assess. It ensures that when the time is right, you can move swiftly,
value accurately, and bid intelligently. - Jeff Gell, Marin Gjaja, Kermit King and Michael Silverstein
Jeff Gell is a manager in the Chicago office of The Boston
Consulting Group. Marin Gjaja and Kermit King are vice presidents and
directors in the firm's Chicago office. Michael Silverstein is a senior
vice president and director in BCG's Chicago office. He has been head
of the firm's global consumer practice since 1996, and is now the
executive officer in charge of BCG's Office of the CEO.
A longer account of BCG's thinking on adjacent growth is available on the firm's Web site.
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