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Merger & Acquisition – Sáp nhập và Mua lại

Sáp nhập 2 thương hiệu có nghĩa là tạo thêm giá trị cho 1 thương hiệu và loại bỏ giá trị của 1 thương hiệu khác. Sau khi sáp nhập thì thông thường chỉ còn 1 thương hiệu được tồn tại. Vì mục đích của sáp nhập là làm tăng tổng giá trị của thương hiệu đó, vì vậy mọi hoạt động bên cạnh việc sáp nhập phải được đánh giá về tài chính, về hoạt động, về pháp lý , pháp nhân, công nghệ và rất nhiều yếu tố khác.

Khi hai thương hiệu lớn cùng về chung sống dưới một mái nhà theo quy tắc “M&A” (Merger & Acquisition – sáp nhập và mua lại), cả hai đôi lúc lại vô tình quên mất đi những khách hàng trung thành – “mối tình đầu” của họ.

Nghe thì có vẻ khó tin nhưng lắm khi đó là sự thật. Công ty sáp nhập có thể mạnh hơn, lớn hơn nhưng điều đó không có nghĩa gì nếu sự kỳ vọng của khách hàng không được đáp lại.

 

Năm 2005 được xem là năm của những cuộc sáp nhập đình đám, trước hết là việc SBC tiếp quản AT&T với giá 16 tỉ USD, tiếp theo là số tiền 57 tỉ USD do P&G chi ra để có được Gillette. Theo CNN đây là năm thứ 4 diễn ra các vụ sáp nhập với tổng số tiền lên đến hơn 1 trăm tỉ USD.

 

Khi các tài sản vô hình góp phần không nhỏ trong giá trị của các tập đoàn ở thế kỷ 21, việc định giá của thương hiệu, đặc biệt là khi đánh giá tài sản thương hiệu như “tài sản vô hình” trên giấy tờ là một trong những yếu tố rất quan trọng trong “hợp đồng hôn nhân” M&A. Nhưng cũng thật không may khi phần lớn tất cả những gì thuộc về thương hiệu đều là vô hình do đó không có một cách nào rõ ràng để định giá một thương hiệu.

 

Điều quan trọng trước hết đối với các bên tham gia, theo ý kiến của Suzanne Hogan, công ty tư vấn thương hiệu Lippicott Mercer, là nắm được chiến lựơc thương hiệu của tập đoàn trước khi bắt tay vào ký kết bất kỳ hợp đồng M&A, vì nếu không nắm được đích xác giá trị thương hiệu, họ có thể “hét giá” thương hiệu lên đến tận mây xanh trong khi thực tế thì không phải như vậy.

 

Những sự kiện quan trọng cùng với tài sản thương hiệu đáng nể của AT&T có thể được xem như trường hợp điển hình của một công việc kinh doanh không còn thành đạt nhưng lại giữ được cho mình một thương hiệu cực kỳ đáng giá. Khoan bàn đến việc thương hiệu AT&T có được định quá cao quá mức hay không, hiện đã có thông báo rằng trong tương lai cái tên AT&T chắc hẳn sẽ còn xuất hiện dài dài sau khi sáp nhập vào SBC.

 

Trong xây dựng thương hiệu, điều quan trọng khác cần ghi nhớ chính là nắm được điểm mạnh cũng như điểm yếu của thương hiệu được sáp nhập, để từ đó có thể đánh giá được mức độ tương thích của thương hiệu này với chiến lược của thương hiệu đứng ra mua lại. Chỉ khi đánh giá đúng “thực lực” mới có thể vẽ ra chính xách “kiến trúc thương hiệu” (một từ giới chuyên môn dùng để nói về thương hiệu và cách các thương hiệu ăn khớp với nhau ra sao) và kế hoạch truyền thông.

 

Tuy nhiên, mặc dù có rất rất nhiều vụ sáp nhập và mua lại thương hiệu diễn ra (con số này đã tăng gấp rưỡi trong năm 2005), thế nhưng con số những công ty coi nhẹ việc mua lại vẫn còn cao đến đáng kinh ngạc. Chỉ khi có nguy cơ gặp khủng hoảng đang đe doạ đến các thương hiệu trong danh mục hoặc đang lăm le gây khó khăn cho việc truyền thông thương hiệu cốt lõi của họ. Thông thường các chuyên viên tư vấn thương hiệu chỉ được viện đến chỉ để dàn xếp mớ bòng bong các thương hiệu sau các vụ mua lại lớn nhỏ.

 

Ngoài nhiệm vụ làm đầy túi của các nhân vật lãnh đạo chủ chốt và những ông chủ ngân hàng, lợi ích chính của việc mua lại và sáp nhập thương hiệu là làm tăng thêm giá trị cho những cổ đông. Và trong khi lợi ích thật sự của các vụ ngoặc tay này đối với khách hàng sau cùng còn là vấn đề đáng bàn cãi thì nhiều người trong ngành vẫn tin rằng khách hàng/người tiêu dùng không phải là đối tượng quan tâm chính trong các hợp đồng M&A.

 

Theo nhận xét của Ken Fenyo, trung tâm tư vấn quản lý và xây dựng thương hiệu Prophet: “Những nhà lãnh đạo thường quá quan tâm đến hợp đồng mua lại cùng với tất cả chi phí mà họ phải trả…đến nỗi người lãnh nhận bất kỳ hậu quả nào sau đó lại chính là khách hàng. Chỉ cần nghiên cứu những hợp đồng sáp nhập thành công và thất bại, ta dễ dàng thấy rằng điểm khác biệt giữa cả hai chính là một bên biết thật sự quan tâm đến lợi ích khách hàng, còn một bên chỉ biết chăm chăm lo cho lợi ích riêng tư của tập đoàn và của bản thân họ.”

 

Thông thường khi thông báo của những sự kiện M&A thường mang vẻ hứa hẹn một cuộc sống chung “hạnh phúc đến đầu bạc răng long” của các thương hiệu. Mục đích cốt lõi nhất của M&A là để thể hiện sự đồng bộ giữa hai doanh nghiệp và cho mọi người thấy rằng, “một cây làm chẳng nên non, hai (hoặc nhiều) cây chụm lại nên hòn núi cao”, hay nói theo cách của Fenyo là “phải chứng tỏ rằng 1+1 >2”. Cuộc hôn nhân giữa Cingular và AT&T Wireless là nhằm mục đích mưu cầu hạnh phúc như trên.

 

M&A cũng giúp loại bỏ những thương hiệu kém cỏi và khiến thương hiệu cốt lõi trở nên mạnh hơn, hay theo cách nói của David Harding và Charles Tillen của Bain & Co., “thu nhỏ để phát triển”. Cho dù là bán một phần nhỏ trong doanh nghiệp cho người ngoài hay gạt bỏ đi những thương hiệu không còn phù hợp với chiến lược phát triển chung nhưng tất cả đều góp phần trong việc củng cố sức mạnh của thương hiệu cốt lõi.

 

Một thăm dò trên 250 nhà lãnh đạo có trực tiếp tham gia vào những hợp đồng M&A do công ty tư vấn Bain & Co. thực hiện cho thấy lý do khiến cho có những vụ lục đục xảy ra sau “hôn nhân” là do “bỏ qua những thách thức khi sáp nhập” hoặc “đánh giá cao quá mức khả năng hoà hợp”.

 

Trong trường hợp M&A của Kmart và Sears diễn ra năm 2004, nhiều người đã xem rằng đây không khác gì một hợp đồng bất động sản và cá cược với nhau xem một trong hai cái tên Kmart và Sears, tên nào sẽ sớm bỏ cuộc chơi. Giá trị của hợp đồng được ước tính lên đến 12.3 tỉ USD và đã đẩy giá cổ phiếu của Sears lên 22% và Kmart lên 16% không lâu sau khi việc sáp nhập được công bố. Và kể từ ngày Kmart tự đứng dậy sau khi phá sản từ tháng 5/2003, giá cổ phiếu của Kmart đã tăng đến 700% tính đến mùa xuân 2005.

 

Những con số vừa nêu nghe có vẻ rất ấn tượng, thế nhưng tên tuổi Kmart vẫn còn ít nhiều bị hoen ố trên thị trường. Với kế hoạch bán các dòng sản phẩm của Kmart cùng với dòng sản phẩm của Sears, phần đông mọi người vẫn tiên đoán rằng sớm muộn gì thì cái tên Kmart cũng sẽ biến mất khi hệ thống nhận diện thương hiệu của cả hai được nhập chung lại.

 

Một số trường hợp rút lui cũng đã được tiên đoán trước. Không muốn sản phẩm của mình bị xếp vào hàng “bèo” ở Kmart, Nike đã nhanh chóng kết thúc hợp đồng với Kmart và chỉ tiếp tục cho các mặt hàng của mình tại Sears cho đến mùa thu 2005.

 

Sắp tới đây là những dự định khai trương Sears Essentials với sự kết hợp nhiều thương hiệu khác nhau từ Sears và Kmart cùng với những sản phẩm cao cấp hơn. Theo tờ Chicago Sun Times, Sears đang nhắm đến việc đặt cơ sở tại những khu đô thị giàu có hơn để chuyển các cửa hàng thuộc hệ thống Kmart sang Sears Essentials và nhắm đến những khách hàng có thu nhập hàng năm vào khoảng 80,000USD trở lên (khách hàng của Kmart có thu nhập vào khoảng 40,000USD/năm).

 

Tóm lại, khi cùng nhau ký vào “hợp đồng hôn nhân”, đôi bên phải nắm được tài sản thương hiệu và biết cách dung hoà cũng như loại bỏ những khía cạnh hoặc yếu tố bất lợi, có như vậy cuộc các thương hiiệu mới có thể sống chung hoà thuận dưới cùng một mái nhà.

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