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Harvard Case - AT&T's Acquisition of NCR

"AT&T's Acquisition of NCR" Harvard business case study is written by Mary E. Barth, Dale O. Coxe. It deals with the challenges in the field of Accounting. The case study is 32 page(s) long and it was first published on : Jun 14, 1995

At Fern Fort University, we recommend that AT&T carefully consider the strategic rationale and potential challenges associated with acquiring NCR. While the acquisition presents opportunities for growth and diversification, a thorough analysis of financial implications, integration risks, and potential conflicts of interest is crucial. A well-defined integration plan, emphasizing cost optimization, cultural alignment, and leveraging NCR's expertise in the emerging technology space, is essential for a successful merger.

2. Background

This case study examines AT&T's proposed acquisition of NCR Corporation, a leading provider of self-service solutions and enterprise technology. The acquisition, announced in 1991, aimed to expand AT&T's reach into the rapidly growing technology and financial services sectors. The deal faced significant scrutiny due to the potential for conflicts of interest, given NCR's role in providing equipment and services to AT&T's competitors.

The main protagonists in this case are:

  • AT&T: A telecommunications giant seeking to diversify its business portfolio and enter the technology and financial services markets.
  • NCR Corporation: A leading provider of self-service solutions and enterprise technology, with a strong presence in the financial services sector.
  • Regulators: Concerned about potential conflicts of interest arising from NCR's role in providing services to AT&T's competitors.

3. Analysis of the Case Study

To analyze the case, we can use a framework that considers the strategic, financial, and operational aspects of the acquisition.

Strategic Analysis:

  • Diversification: The acquisition aimed to diversify AT&T's business portfolio and reduce its reliance on the telecommunications sector.
  • Market Expansion: NCR's strong presence in the financial services sector offered AT&T access to a new market with significant growth potential.
  • Synergies: AT&T hoped to leverage NCR's expertise in self-service solutions and enterprise technology to enhance its own offerings.
  • Potential Conflicts of Interest: The acquisition raised concerns about potential conflicts of interest, as NCR provided services to AT&T's competitors in the telecommunications industry.

Financial Analysis:

  • Valuation: AT&T needed to assess the fair market value of NCR to ensure a financially sound acquisition.
  • Debt Financing: The acquisition would likely require significant debt financing, impacting AT&T's financial leverage and interest expenses.
  • Cost Optimization: Post-acquisition, AT&T needed to identify cost-saving opportunities through operational efficiencies and streamlining of processes.
  • Profitability: The acquisition needed to demonstrate a clear path to improved profitability for AT&T, both in the short and long term.

Operational Analysis:

  • Integration: Merging two large organizations with different cultures, systems, and processes presented significant challenges.
  • Technology Integration: AT&T needed to integrate NCR's technology platforms into its own infrastructure, ensuring seamless operations and data sharing.
  • Employee Management: The acquisition would impact the workforce of both companies, necessitating careful planning for employee retention, training, and integration.
  • Customer Retention: AT&T needed to ensure the retention of NCR's customer base, while also leveraging the acquisition to expand its own customer reach.

4. Recommendations

Based on the analysis, we recommend the following:

  1. Thorough Due Diligence: AT&T should conduct a comprehensive due diligence process to assess the financial health, market position, and potential risks associated with NCR. This includes evaluating the company's financial statements, analyzing its revenue streams, and assessing its competitive landscape.
  2. Develop a Clear Integration Plan: AT&T should develop a detailed integration plan outlining the steps for merging the two companies, including operational, technological, and cultural aspects. This plan should address potential conflicts of interest and ensure a smooth transition.
  3. Cost Optimization: AT&T should prioritize cost optimization by identifying areas where operational efficiencies can be achieved. This could involve streamlining processes, consolidating facilities, and leveraging shared resources.
  4. Leverage NCR's Expertise: AT&T should leverage NCR's expertise in self-service solutions and enterprise technology to enhance its own offerings. This could involve cross-functional collaboration and knowledge sharing between the two companies.
  5. Address Conflicts of Interest: AT&T should proactively address potential conflicts of interest by implementing clear policies and procedures to ensure fair competition and transparency in its dealings with NCR's customers.
  6. Focus on Customer Retention: AT&T should prioritize customer retention by ensuring continuity of service and support for NCR's existing customer base.

5. Basis of Recommendations

These recommendations consider the following factors:

  1. Core Competencies and Consistency with Mission: The recommendations align with AT&T's mission to provide innovative solutions and expand its market reach.
  2. External Customers and Internal Clients: The recommendations prioritize customer satisfaction and employee engagement, ensuring a smooth transition and positive impact on both internal and external stakeholders.
  3. Competitors: The recommendations address potential conflicts of interest and ensure that AT&T maintains a competitive edge in the market.
  4. Attractiveness ' Quantitative Measures: The recommendations consider the financial implications of the acquisition, including potential cost savings, revenue growth, and profitability.

6. Conclusion

The acquisition of NCR presented AT&T with a significant opportunity to diversify its business portfolio and expand into the technology and financial services sectors. However, the potential for conflicts of interest and the challenges of integrating two large organizations required careful consideration. By conducting thorough due diligence, developing a comprehensive integration plan, and addressing potential conflicts of interest, AT&T could potentially realize the benefits of this acquisition and achieve its strategic goals.

7. Discussion

Other alternatives to acquisition, such as strategic partnerships or joint ventures, could have mitigated some of the risks associated with a full acquisition. However, these alternatives may have limited AT&T's control over NCR's operations and potential synergies.

The key assumption underlying these recommendations is that AT&T can successfully integrate NCR's operations and address potential conflicts of interest. If these challenges are not effectively managed, the acquisition could result in significant costs and setbacks.

8. Next Steps

To implement these recommendations, AT&T should:

  • Timeline:

    • Months 1-3: Conduct due diligence and finalize the acquisition agreement.
    • Months 4-6: Develop a detailed integration plan, including operational, technological, and cultural aspects.
    • Months 7-9: Implement the integration plan, focusing on cost optimization, employee retention, and customer retention.
    • Months 10-12: Monitor the integration process, address any challenges, and evaluate the acquisition's performance.
  • Key Milestones:

    • Completion of due diligence and acquisition agreement.
    • Finalization of the integration plan.
    • Implementation of cost optimization measures.
    • Development of a communication plan for employees and customers.
    • Establishment of a dedicated integration team to oversee the process.

By following these steps, AT&T can increase the likelihood of a successful acquisition and achieve its strategic goals.

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Case Description

Dennis R. Beresford, Chairman of the FASB, reflects on the AT&T and NCR merger and AT&T's desire to qualify the transaction for pooling of interest treatment, an accounting method allowing companies to record assets acquired in business combinations at historical cost rather than at fair value required by purchase accounting.

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