future of chemicals ix
TRANSCRIPT
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 124
How MampA will shapethe competitivelandscape
Future ofchemicals IX
7262019 Future of Chemicals IX
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2 Strategyamp
Berlin
Matthias Baumlumler Partner+49-30-88705-852matthiasbaeumlerstrategyandpwccom
Chicago
Eduardo AlvarezSenior Partner+1-312-578-4774eduardoalvarezstrategyandpwccom
Dallas
John Corrigan Partner+1-214-746-6558
johncorriganstrategyandpwccom
DC
Peter Bertone
Senior Partner+1-703-682-5719peterbertonestrategyandpwccom
Dubai
Andrew Horncastle Partner+971-4-390-0260andrewhorncastlestrategyandpwccom
Dubai
David Branson Executive Advisor+971-4-390-0260davidbransonstrategyandpwccom
Duumlsseldorf
Joachim RoteringSenior Partner+49-211-3890-250
joachimroteringstrategyandpwccom
Sven Vallerien Partner+49-211-3890-260svenvallerienstrategyandpwccom
Frankfurt
Marcus Morawietz
Partner+49-69-97167-467
marcusmorawietzstrategyandpwccom
Hong Kong
Krishnan Narayanan
Senior Executive Advisor+852-3182-7192krishnannarayananstrategyandpwccom
Houston
Jayant Gotpagar Partner+1-713-650-4107
jayantgotpagarstrategyandpwccom
Juan Trebino Partner+1-713-650-4151
juantrebinostrategyandpwccom
London
Andrew Clark Partner+44-20-7393-3418andrewclark strategyandpwccom
New York
Richard Kaueld Partner+1-212-551-6582
richardkaueldstrategyandpwccom
Satildeo Paulo
Arthur Ramos
Partner+55-11-5501-6229arthurramosstrategyandpwccom
Dr Marcus Morawietz isa partner with Strategyampbased in FrankfurtHe focuses on growthstrategies business modeldesign innovation supplychain optimization andtransaction support for thechemicals industry
Iris Herrmann is aprincipal with Strategyampbased in Munich Shehas broad experience instrategy development and
implementation as wellas operations combined
with a perspectiveon organizationaltransformation andchange management
About the authorsContacts
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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3Strategyamp
MampA activity has signicantly shaped the chemical industry landscapein the recent past and it will continue to do so Chemicals companiesare constantly in quest of growth in an industry that oers ever-fewerand ever-smaller attractive growth segments and where incumbentsface greater competition from upstarts in developing markets
Companies will need to execute strategic transactions in order toquickly enter into and occupy new market segments that enable burstsof growth rather than opting for organic growth in a given marketMampA will remain a strategic instrument in the industry howeverchemicals players need to make it an integral part of their businessstrategy To succeed in this environment they must build the rightcapabilities along the full MampA life cycle and move toward the largelyunknown territory of cross-regional deals
Executive summary
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4 Strategyamp
In the 1990s many chemicals companies operated with a high level ofintegration along the value chain Over the last two decades howeverthe industry has faced sizable challenges due to globalization marginpressure commoditization and a reduced ability to innovate In theaggregate these trends have led to greater complexity Companies haveresponded through MampA activity with three goals in mind focusing thebusiness around core competencies reshaping the business portfolio andselectively entering new markets or regions ( see Exhibit 1)
Strategic activity but littleconsolidation
Chemicals value chain
Hoechst
Oil amp gas Petro-chemicals
Basechemicals
Specialtychemicals
Finechemicals
Customerindustries
1990s
TiconaCelanese Clariant + Suumld-Chemie
Invista (Koch)
Specialty
players
Basic chemicals
players Syngenta
Bayer CropScience
BASF
Sabic
Reliance
Emerging
players
High level of
integration
and value
chain
coverage
Diversified
landscape
due to
differentvalue
chain
coverage
Emergence
of newintegrated
players
Today
Industry structure and drivers
Companies
sought size amp
diversification
Companies
seek to
optimize
their portfolio
with a focuson core
competencies
Integrated
players
Arkema
IneosBP
Total
Oil amp gas
players
Total
Bayer
DuPont
ICI
BASF
Dow Chemical
DuPont
Lanxess
Bayer MaterialScience
Sabic
Reliance
Akzo NobelICI
Exhibit 1
Structural changes since 1990 have led to a more segmented industry simpled
Source Strategyamp
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5Strategyamp
This trend was driven by the major oil and gas operators many of which
divested their chemicals operations For example BP sold itspetrochemicals business unit Innovene to privately owned UKcompany Ineos in 2005 Similarly the industrial chemicals player Arkema was created in 2004 when French oil major Total restructured itschemicals business
At the same time formerly integrated chemicals players have reshapedtheir business portfolio to become more focused on specic segments Forexample Dow Chemicalrsquos acquisition of Rohm amp Haas in 2009 wastargeted at enhancing the companyrsquos specialty portfolio Similarly AkzoNobel purchased ICI in 2008 as part of its strategy to gain market share inthe architectural paint sector and to expand its geographic presenceespecially in China
Hoechst is another even more striking example The company has
undergone a series of mergers and acquisitions in the eort to restructure
its business portfolio and overcome structural weaknesses in innovationcapabilities and economic resilience Starting in the 1990s Hoechst solda range of business units such as lab and industrial chemicals cosmetics(Schwarzkopf sold to Henkel Jade Cosmetics to LrsquoOreal) andengineering company Uhde (bought by ThyssenKrupp) To put a strongeremphasis on pharmaceuticals Hoechst acquired Marion Merrell Dow forUS$71 billion in 1995 In the following years the companyrsquos remainingchemicals activities were bundled and spun o into Celanese Havingfocused its portfolio on pharma and agrochemicals activities throughthese restructuring eorts Hoechst merged with Rhocircne-Poulenc to found Aventis which nally disappeared as an independent company through
its merger with Sano in 2004
Emerging markets have also impacted MampA strategies recently Chemicalscompanies from the Middle East China and India are now among thelargest chemicals players in the world by sales The rapidly expandingeconomies in these regions along with pressing demand for chemicalsproducts have driven the growth of these companies even as the economicdownturn and lackluster recovery in the US and Europe have reduced thegrowth rates of players in developed economies ( see Exhibit 2 next page)
This growth has been mirrored by a corresponding shift in transactionactivity among regions China played an insignicant role in thechemicals MampA market 10 years ago yet it currently accounts for roughly30 percent of the transactions in terms of deal numbers Deal value hasincreased over the same period ( see Exhibit 3 next page)
The number of cross-regional deals however is still surprisingly low
Targets are mostly located in the same region as the acquiring company( see Exhibit 4 page 7 )
Emerging
markets have
impacted MampA
strategies
recently
7262019 Future of Chemicals IX
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6 Strategyamp
Top chemicals companies by revenue
(euros in billions) 20112002
Shell
LyondellBasell
Dow Chemical
Sinopec
BASF
ExxonMobil
Sabic
LG Chem
Akzo Nobel
BayerTotal
Evonik
Ineos
DuPont
Mitsubishi Chemical
Lyondell
Ineos
Reliance
Sinopec
Sabic
Akzo Nobel
Degussa
BP
Shell
ExxonMobil
Bayer
Total
BASF
DuPont
Dow Chemical
13
14
28
47
40
39
46
51
61
50
39
36
30
15
16
19
21
14
21
29
3
5
6
8
8
10
12
14
16
17
19
19
28
28
29
15
19
14
11
12
Trend
1000
15
10
0
5
1200 20
0
400
600
800
200
1106
18
82
88
2009
807
13
87
2008
1071
10
90
2007
1191
10
90
292
1034
2006
992
10
90
2005
830
13
87
2004
718
8
92
2003
659
8
92
2002
709
13
579
2001
581
1
99
20000
100
Number of deals
201212
16
Value of deals(US$ in billions)
84
2011 2013 YTD
1143
15
85
2010
87
Exhibit 2
Chemicals operators from emerging markets are climbing the ranks
Exhibit 3
Chinese chemicals companies have been increasingly in play
Note Chemicals revenue
only Based on constant2011 dollarndashto-euroexchange rate
Source Chemical ampEngineering News ICISBloomberg companyinformation Strategyamp
Source Bloomberg
Emerging playerTraditional player
Value of deals -Chinese acquirer
Chinese acquirerNon-Chinese acquirer
Number of deals
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7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
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9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 224
2 Strategyamp
Berlin
Matthias Baumlumler Partner+49-30-88705-852matthiasbaeumlerstrategyandpwccom
Chicago
Eduardo AlvarezSenior Partner+1-312-578-4774eduardoalvarezstrategyandpwccom
Dallas
John Corrigan Partner+1-214-746-6558
johncorriganstrategyandpwccom
DC
Peter Bertone
Senior Partner+1-703-682-5719peterbertonestrategyandpwccom
Dubai
Andrew Horncastle Partner+971-4-390-0260andrewhorncastlestrategyandpwccom
Dubai
David Branson Executive Advisor+971-4-390-0260davidbransonstrategyandpwccom
Duumlsseldorf
Joachim RoteringSenior Partner+49-211-3890-250
joachimroteringstrategyandpwccom
Sven Vallerien Partner+49-211-3890-260svenvallerienstrategyandpwccom
Frankfurt
Marcus Morawietz
Partner+49-69-97167-467
marcusmorawietzstrategyandpwccom
Hong Kong
Krishnan Narayanan
Senior Executive Advisor+852-3182-7192krishnannarayananstrategyandpwccom
Houston
Jayant Gotpagar Partner+1-713-650-4107
jayantgotpagarstrategyandpwccom
Juan Trebino Partner+1-713-650-4151
juantrebinostrategyandpwccom
London
Andrew Clark Partner+44-20-7393-3418andrewclark strategyandpwccom
New York
Richard Kaueld Partner+1-212-551-6582
richardkaueldstrategyandpwccom
Satildeo Paulo
Arthur Ramos
Partner+55-11-5501-6229arthurramosstrategyandpwccom
Dr Marcus Morawietz isa partner with Strategyampbased in FrankfurtHe focuses on growthstrategies business modeldesign innovation supplychain optimization andtransaction support for thechemicals industry
Iris Herrmann is aprincipal with Strategyampbased in Munich Shehas broad experience instrategy development and
implementation as wellas operations combined
with a perspectiveon organizationaltransformation andchange management
About the authorsContacts
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 324
3Strategyamp
MampA activity has signicantly shaped the chemical industry landscapein the recent past and it will continue to do so Chemicals companiesare constantly in quest of growth in an industry that oers ever-fewerand ever-smaller attractive growth segments and where incumbentsface greater competition from upstarts in developing markets
Companies will need to execute strategic transactions in order toquickly enter into and occupy new market segments that enable burstsof growth rather than opting for organic growth in a given marketMampA will remain a strategic instrument in the industry howeverchemicals players need to make it an integral part of their businessstrategy To succeed in this environment they must build the rightcapabilities along the full MampA life cycle and move toward the largelyunknown territory of cross-regional deals
Executive summary
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 424
4 Strategyamp
In the 1990s many chemicals companies operated with a high level ofintegration along the value chain Over the last two decades howeverthe industry has faced sizable challenges due to globalization marginpressure commoditization and a reduced ability to innovate In theaggregate these trends have led to greater complexity Companies haveresponded through MampA activity with three goals in mind focusing thebusiness around core competencies reshaping the business portfolio andselectively entering new markets or regions ( see Exhibit 1)
Strategic activity but littleconsolidation
Chemicals value chain
Hoechst
Oil amp gas Petro-chemicals
Basechemicals
Specialtychemicals
Finechemicals
Customerindustries
1990s
TiconaCelanese Clariant + Suumld-Chemie
Invista (Koch)
Specialty
players
Basic chemicals
players Syngenta
Bayer CropScience
BASF
Sabic
Reliance
Emerging
players
High level of
integration
and value
chain
coverage
Diversified
landscape
due to
differentvalue
chain
coverage
Emergence
of newintegrated
players
Today
Industry structure and drivers
Companies
sought size amp
diversification
Companies
seek to
optimize
their portfolio
with a focuson core
competencies
Integrated
players
Arkema
IneosBP
Total
Oil amp gas
players
Total
Bayer
DuPont
ICI
BASF
Dow Chemical
DuPont
Lanxess
Bayer MaterialScience
Sabic
Reliance
Akzo NobelICI
Exhibit 1
Structural changes since 1990 have led to a more segmented industry simpled
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 524
5Strategyamp
This trend was driven by the major oil and gas operators many of which
divested their chemicals operations For example BP sold itspetrochemicals business unit Innovene to privately owned UKcompany Ineos in 2005 Similarly the industrial chemicals player Arkema was created in 2004 when French oil major Total restructured itschemicals business
At the same time formerly integrated chemicals players have reshapedtheir business portfolio to become more focused on specic segments Forexample Dow Chemicalrsquos acquisition of Rohm amp Haas in 2009 wastargeted at enhancing the companyrsquos specialty portfolio Similarly AkzoNobel purchased ICI in 2008 as part of its strategy to gain market share inthe architectural paint sector and to expand its geographic presenceespecially in China
Hoechst is another even more striking example The company has
undergone a series of mergers and acquisitions in the eort to restructure
its business portfolio and overcome structural weaknesses in innovationcapabilities and economic resilience Starting in the 1990s Hoechst solda range of business units such as lab and industrial chemicals cosmetics(Schwarzkopf sold to Henkel Jade Cosmetics to LrsquoOreal) andengineering company Uhde (bought by ThyssenKrupp) To put a strongeremphasis on pharmaceuticals Hoechst acquired Marion Merrell Dow forUS$71 billion in 1995 In the following years the companyrsquos remainingchemicals activities were bundled and spun o into Celanese Havingfocused its portfolio on pharma and agrochemicals activities throughthese restructuring eorts Hoechst merged with Rhocircne-Poulenc to found Aventis which nally disappeared as an independent company through
its merger with Sano in 2004
Emerging markets have also impacted MampA strategies recently Chemicalscompanies from the Middle East China and India are now among thelargest chemicals players in the world by sales The rapidly expandingeconomies in these regions along with pressing demand for chemicalsproducts have driven the growth of these companies even as the economicdownturn and lackluster recovery in the US and Europe have reduced thegrowth rates of players in developed economies ( see Exhibit 2 next page)
This growth has been mirrored by a corresponding shift in transactionactivity among regions China played an insignicant role in thechemicals MampA market 10 years ago yet it currently accounts for roughly30 percent of the transactions in terms of deal numbers Deal value hasincreased over the same period ( see Exhibit 3 next page)
The number of cross-regional deals however is still surprisingly low
Targets are mostly located in the same region as the acquiring company( see Exhibit 4 page 7 )
Emerging
markets have
impacted MampA
strategies
recently
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 624
6 Strategyamp
Top chemicals companies by revenue
(euros in billions) 20112002
Shell
LyondellBasell
Dow Chemical
Sinopec
BASF
ExxonMobil
Sabic
LG Chem
Akzo Nobel
BayerTotal
Evonik
Ineos
DuPont
Mitsubishi Chemical
Lyondell
Ineos
Reliance
Sinopec
Sabic
Akzo Nobel
Degussa
BP
Shell
ExxonMobil
Bayer
Total
BASF
DuPont
Dow Chemical
13
14
28
47
40
39
46
51
61
50
39
36
30
15
16
19
21
14
21
29
3
5
6
8
8
10
12
14
16
17
19
19
28
28
29
15
19
14
11
12
Trend
1000
15
10
0
5
1200 20
0
400
600
800
200
1106
18
82
88
2009
807
13
87
2008
1071
10
90
2007
1191
10
90
292
1034
2006
992
10
90
2005
830
13
87
2004
718
8
92
2003
659
8
92
2002
709
13
579
2001
581
1
99
20000
100
Number of deals
201212
16
Value of deals(US$ in billions)
84
2011 2013 YTD
1143
15
85
2010
87
Exhibit 2
Chemicals operators from emerging markets are climbing the ranks
Exhibit 3
Chinese chemicals companies have been increasingly in play
Note Chemicals revenue
only Based on constant2011 dollarndashto-euroexchange rate
Source Chemical ampEngineering News ICISBloomberg companyinformation Strategyamp
Source Bloomberg
Emerging playerTraditional player
Value of deals -Chinese acquirer
Chinese acquirerNon-Chinese acquirer
Number of deals
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 724
7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 824
8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 924
9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1024
10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1124
11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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3Strategyamp
MampA activity has signicantly shaped the chemical industry landscapein the recent past and it will continue to do so Chemicals companiesare constantly in quest of growth in an industry that oers ever-fewerand ever-smaller attractive growth segments and where incumbentsface greater competition from upstarts in developing markets
Companies will need to execute strategic transactions in order toquickly enter into and occupy new market segments that enable burstsof growth rather than opting for organic growth in a given marketMampA will remain a strategic instrument in the industry howeverchemicals players need to make it an integral part of their businessstrategy To succeed in this environment they must build the rightcapabilities along the full MampA life cycle and move toward the largelyunknown territory of cross-regional deals
Executive summary
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4 Strategyamp
In the 1990s many chemicals companies operated with a high level ofintegration along the value chain Over the last two decades howeverthe industry has faced sizable challenges due to globalization marginpressure commoditization and a reduced ability to innovate In theaggregate these trends have led to greater complexity Companies haveresponded through MampA activity with three goals in mind focusing thebusiness around core competencies reshaping the business portfolio andselectively entering new markets or regions ( see Exhibit 1)
Strategic activity but littleconsolidation
Chemicals value chain
Hoechst
Oil amp gas Petro-chemicals
Basechemicals
Specialtychemicals
Finechemicals
Customerindustries
1990s
TiconaCelanese Clariant + Suumld-Chemie
Invista (Koch)
Specialty
players
Basic chemicals
players Syngenta
Bayer CropScience
BASF
Sabic
Reliance
Emerging
players
High level of
integration
and value
chain
coverage
Diversified
landscape
due to
differentvalue
chain
coverage
Emergence
of newintegrated
players
Today
Industry structure and drivers
Companies
sought size amp
diversification
Companies
seek to
optimize
their portfolio
with a focuson core
competencies
Integrated
players
Arkema
IneosBP
Total
Oil amp gas
players
Total
Bayer
DuPont
ICI
BASF
Dow Chemical
DuPont
Lanxess
Bayer MaterialScience
Sabic
Reliance
Akzo NobelICI
Exhibit 1
Structural changes since 1990 have led to a more segmented industry simpled
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 524
5Strategyamp
This trend was driven by the major oil and gas operators many of which
divested their chemicals operations For example BP sold itspetrochemicals business unit Innovene to privately owned UKcompany Ineos in 2005 Similarly the industrial chemicals player Arkema was created in 2004 when French oil major Total restructured itschemicals business
At the same time formerly integrated chemicals players have reshapedtheir business portfolio to become more focused on specic segments Forexample Dow Chemicalrsquos acquisition of Rohm amp Haas in 2009 wastargeted at enhancing the companyrsquos specialty portfolio Similarly AkzoNobel purchased ICI in 2008 as part of its strategy to gain market share inthe architectural paint sector and to expand its geographic presenceespecially in China
Hoechst is another even more striking example The company has
undergone a series of mergers and acquisitions in the eort to restructure
its business portfolio and overcome structural weaknesses in innovationcapabilities and economic resilience Starting in the 1990s Hoechst solda range of business units such as lab and industrial chemicals cosmetics(Schwarzkopf sold to Henkel Jade Cosmetics to LrsquoOreal) andengineering company Uhde (bought by ThyssenKrupp) To put a strongeremphasis on pharmaceuticals Hoechst acquired Marion Merrell Dow forUS$71 billion in 1995 In the following years the companyrsquos remainingchemicals activities were bundled and spun o into Celanese Havingfocused its portfolio on pharma and agrochemicals activities throughthese restructuring eorts Hoechst merged with Rhocircne-Poulenc to found Aventis which nally disappeared as an independent company through
its merger with Sano in 2004
Emerging markets have also impacted MampA strategies recently Chemicalscompanies from the Middle East China and India are now among thelargest chemicals players in the world by sales The rapidly expandingeconomies in these regions along with pressing demand for chemicalsproducts have driven the growth of these companies even as the economicdownturn and lackluster recovery in the US and Europe have reduced thegrowth rates of players in developed economies ( see Exhibit 2 next page)
This growth has been mirrored by a corresponding shift in transactionactivity among regions China played an insignicant role in thechemicals MampA market 10 years ago yet it currently accounts for roughly30 percent of the transactions in terms of deal numbers Deal value hasincreased over the same period ( see Exhibit 3 next page)
The number of cross-regional deals however is still surprisingly low
Targets are mostly located in the same region as the acquiring company( see Exhibit 4 page 7 )
Emerging
markets have
impacted MampA
strategies
recently
7262019 Future of Chemicals IX
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6 Strategyamp
Top chemicals companies by revenue
(euros in billions) 20112002
Shell
LyondellBasell
Dow Chemical
Sinopec
BASF
ExxonMobil
Sabic
LG Chem
Akzo Nobel
BayerTotal
Evonik
Ineos
DuPont
Mitsubishi Chemical
Lyondell
Ineos
Reliance
Sinopec
Sabic
Akzo Nobel
Degussa
BP
Shell
ExxonMobil
Bayer
Total
BASF
DuPont
Dow Chemical
13
14
28
47
40
39
46
51
61
50
39
36
30
15
16
19
21
14
21
29
3
5
6
8
8
10
12
14
16
17
19
19
28
28
29
15
19
14
11
12
Trend
1000
15
10
0
5
1200 20
0
400
600
800
200
1106
18
82
88
2009
807
13
87
2008
1071
10
90
2007
1191
10
90
292
1034
2006
992
10
90
2005
830
13
87
2004
718
8
92
2003
659
8
92
2002
709
13
579
2001
581
1
99
20000
100
Number of deals
201212
16
Value of deals(US$ in billions)
84
2011 2013 YTD
1143
15
85
2010
87
Exhibit 2
Chemicals operators from emerging markets are climbing the ranks
Exhibit 3
Chinese chemicals companies have been increasingly in play
Note Chemicals revenue
only Based on constant2011 dollarndashto-euroexchange rate
Source Chemical ampEngineering News ICISBloomberg companyinformation Strategyamp
Source Bloomberg
Emerging playerTraditional player
Value of deals -Chinese acquirer
Chinese acquirerNon-Chinese acquirer
Number of deals
7262019 Future of Chemicals IX
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7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
7262019 Future of Chemicals IX
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 924
9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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4 Strategyamp
In the 1990s many chemicals companies operated with a high level ofintegration along the value chain Over the last two decades howeverthe industry has faced sizable challenges due to globalization marginpressure commoditization and a reduced ability to innovate In theaggregate these trends have led to greater complexity Companies haveresponded through MampA activity with three goals in mind focusing thebusiness around core competencies reshaping the business portfolio andselectively entering new markets or regions ( see Exhibit 1)
Strategic activity but littleconsolidation
Chemicals value chain
Hoechst
Oil amp gas Petro-chemicals
Basechemicals
Specialtychemicals
Finechemicals
Customerindustries
1990s
TiconaCelanese Clariant + Suumld-Chemie
Invista (Koch)
Specialty
players
Basic chemicals
players Syngenta
Bayer CropScience
BASF
Sabic
Reliance
Emerging
players
High level of
integration
and value
chain
coverage
Diversified
landscape
due to
differentvalue
chain
coverage
Emergence
of newintegrated
players
Today
Industry structure and drivers
Companies
sought size amp
diversification
Companies
seek to
optimize
their portfolio
with a focuson core
competencies
Integrated
players
Arkema
IneosBP
Total
Oil amp gas
players
Total
Bayer
DuPont
ICI
BASF
Dow Chemical
DuPont
Lanxess
Bayer MaterialScience
Sabic
Reliance
Akzo NobelICI
Exhibit 1
Structural changes since 1990 have led to a more segmented industry simpled
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 524
5Strategyamp
This trend was driven by the major oil and gas operators many of which
divested their chemicals operations For example BP sold itspetrochemicals business unit Innovene to privately owned UKcompany Ineos in 2005 Similarly the industrial chemicals player Arkema was created in 2004 when French oil major Total restructured itschemicals business
At the same time formerly integrated chemicals players have reshapedtheir business portfolio to become more focused on specic segments Forexample Dow Chemicalrsquos acquisition of Rohm amp Haas in 2009 wastargeted at enhancing the companyrsquos specialty portfolio Similarly AkzoNobel purchased ICI in 2008 as part of its strategy to gain market share inthe architectural paint sector and to expand its geographic presenceespecially in China
Hoechst is another even more striking example The company has
undergone a series of mergers and acquisitions in the eort to restructure
its business portfolio and overcome structural weaknesses in innovationcapabilities and economic resilience Starting in the 1990s Hoechst solda range of business units such as lab and industrial chemicals cosmetics(Schwarzkopf sold to Henkel Jade Cosmetics to LrsquoOreal) andengineering company Uhde (bought by ThyssenKrupp) To put a strongeremphasis on pharmaceuticals Hoechst acquired Marion Merrell Dow forUS$71 billion in 1995 In the following years the companyrsquos remainingchemicals activities were bundled and spun o into Celanese Havingfocused its portfolio on pharma and agrochemicals activities throughthese restructuring eorts Hoechst merged with Rhocircne-Poulenc to found Aventis which nally disappeared as an independent company through
its merger with Sano in 2004
Emerging markets have also impacted MampA strategies recently Chemicalscompanies from the Middle East China and India are now among thelargest chemicals players in the world by sales The rapidly expandingeconomies in these regions along with pressing demand for chemicalsproducts have driven the growth of these companies even as the economicdownturn and lackluster recovery in the US and Europe have reduced thegrowth rates of players in developed economies ( see Exhibit 2 next page)
This growth has been mirrored by a corresponding shift in transactionactivity among regions China played an insignicant role in thechemicals MampA market 10 years ago yet it currently accounts for roughly30 percent of the transactions in terms of deal numbers Deal value hasincreased over the same period ( see Exhibit 3 next page)
The number of cross-regional deals however is still surprisingly low
Targets are mostly located in the same region as the acquiring company( see Exhibit 4 page 7 )
Emerging
markets have
impacted MampA
strategies
recently
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 624
6 Strategyamp
Top chemicals companies by revenue
(euros in billions) 20112002
Shell
LyondellBasell
Dow Chemical
Sinopec
BASF
ExxonMobil
Sabic
LG Chem
Akzo Nobel
BayerTotal
Evonik
Ineos
DuPont
Mitsubishi Chemical
Lyondell
Ineos
Reliance
Sinopec
Sabic
Akzo Nobel
Degussa
BP
Shell
ExxonMobil
Bayer
Total
BASF
DuPont
Dow Chemical
13
14
28
47
40
39
46
51
61
50
39
36
30
15
16
19
21
14
21
29
3
5
6
8
8
10
12
14
16
17
19
19
28
28
29
15
19
14
11
12
Trend
1000
15
10
0
5
1200 20
0
400
600
800
200
1106
18
82
88
2009
807
13
87
2008
1071
10
90
2007
1191
10
90
292
1034
2006
992
10
90
2005
830
13
87
2004
718
8
92
2003
659
8
92
2002
709
13
579
2001
581
1
99
20000
100
Number of deals
201212
16
Value of deals(US$ in billions)
84
2011 2013 YTD
1143
15
85
2010
87
Exhibit 2
Chemicals operators from emerging markets are climbing the ranks
Exhibit 3
Chinese chemicals companies have been increasingly in play
Note Chemicals revenue
only Based on constant2011 dollarndashto-euroexchange rate
Source Chemical ampEngineering News ICISBloomberg companyinformation Strategyamp
Source Bloomberg
Emerging playerTraditional player
Value of deals -Chinese acquirer
Chinese acquirerNon-Chinese acquirer
Number of deals
7262019 Future of Chemicals IX
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7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
7262019 Future of Chemicals IX
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 924
9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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5Strategyamp
This trend was driven by the major oil and gas operators many of which
divested their chemicals operations For example BP sold itspetrochemicals business unit Innovene to privately owned UKcompany Ineos in 2005 Similarly the industrial chemicals player Arkema was created in 2004 when French oil major Total restructured itschemicals business
At the same time formerly integrated chemicals players have reshapedtheir business portfolio to become more focused on specic segments Forexample Dow Chemicalrsquos acquisition of Rohm amp Haas in 2009 wastargeted at enhancing the companyrsquos specialty portfolio Similarly AkzoNobel purchased ICI in 2008 as part of its strategy to gain market share inthe architectural paint sector and to expand its geographic presenceespecially in China
Hoechst is another even more striking example The company has
undergone a series of mergers and acquisitions in the eort to restructure
its business portfolio and overcome structural weaknesses in innovationcapabilities and economic resilience Starting in the 1990s Hoechst solda range of business units such as lab and industrial chemicals cosmetics(Schwarzkopf sold to Henkel Jade Cosmetics to LrsquoOreal) andengineering company Uhde (bought by ThyssenKrupp) To put a strongeremphasis on pharmaceuticals Hoechst acquired Marion Merrell Dow forUS$71 billion in 1995 In the following years the companyrsquos remainingchemicals activities were bundled and spun o into Celanese Havingfocused its portfolio on pharma and agrochemicals activities throughthese restructuring eorts Hoechst merged with Rhocircne-Poulenc to found Aventis which nally disappeared as an independent company through
its merger with Sano in 2004
Emerging markets have also impacted MampA strategies recently Chemicalscompanies from the Middle East China and India are now among thelargest chemicals players in the world by sales The rapidly expandingeconomies in these regions along with pressing demand for chemicalsproducts have driven the growth of these companies even as the economicdownturn and lackluster recovery in the US and Europe have reduced thegrowth rates of players in developed economies ( see Exhibit 2 next page)
This growth has been mirrored by a corresponding shift in transactionactivity among regions China played an insignicant role in thechemicals MampA market 10 years ago yet it currently accounts for roughly30 percent of the transactions in terms of deal numbers Deal value hasincreased over the same period ( see Exhibit 3 next page)
The number of cross-regional deals however is still surprisingly low
Targets are mostly located in the same region as the acquiring company( see Exhibit 4 page 7 )
Emerging
markets have
impacted MampA
strategies
recently
7262019 Future of Chemicals IX
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6 Strategyamp
Top chemicals companies by revenue
(euros in billions) 20112002
Shell
LyondellBasell
Dow Chemical
Sinopec
BASF
ExxonMobil
Sabic
LG Chem
Akzo Nobel
BayerTotal
Evonik
Ineos
DuPont
Mitsubishi Chemical
Lyondell
Ineos
Reliance
Sinopec
Sabic
Akzo Nobel
Degussa
BP
Shell
ExxonMobil
Bayer
Total
BASF
DuPont
Dow Chemical
13
14
28
47
40
39
46
51
61
50
39
36
30
15
16
19
21
14
21
29
3
5
6
8
8
10
12
14
16
17
19
19
28
28
29
15
19
14
11
12
Trend
1000
15
10
0
5
1200 20
0
400
600
800
200
1106
18
82
88
2009
807
13
87
2008
1071
10
90
2007
1191
10
90
292
1034
2006
992
10
90
2005
830
13
87
2004
718
8
92
2003
659
8
92
2002
709
13
579
2001
581
1
99
20000
100
Number of deals
201212
16
Value of deals(US$ in billions)
84
2011 2013 YTD
1143
15
85
2010
87
Exhibit 2
Chemicals operators from emerging markets are climbing the ranks
Exhibit 3
Chinese chemicals companies have been increasingly in play
Note Chemicals revenue
only Based on constant2011 dollarndashto-euroexchange rate
Source Chemical ampEngineering News ICISBloomberg companyinformation Strategyamp
Source Bloomberg
Emerging playerTraditional player
Value of deals -Chinese acquirer
Chinese acquirerNon-Chinese acquirer
Number of deals
7262019 Future of Chemicals IX
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7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
7262019 Future of Chemicals IX
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 924
9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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6 Strategyamp
Top chemicals companies by revenue
(euros in billions) 20112002
Shell
LyondellBasell
Dow Chemical
Sinopec
BASF
ExxonMobil
Sabic
LG Chem
Akzo Nobel
BayerTotal
Evonik
Ineos
DuPont
Mitsubishi Chemical
Lyondell
Ineos
Reliance
Sinopec
Sabic
Akzo Nobel
Degussa
BP
Shell
ExxonMobil
Bayer
Total
BASF
DuPont
Dow Chemical
13
14
28
47
40
39
46
51
61
50
39
36
30
15
16
19
21
14
21
29
3
5
6
8
8
10
12
14
16
17
19
19
28
28
29
15
19
14
11
12
Trend
1000
15
10
0
5
1200 20
0
400
600
800
200
1106
18
82
88
2009
807
13
87
2008
1071
10
90
2007
1191
10
90
292
1034
2006
992
10
90
2005
830
13
87
2004
718
8
92
2003
659
8
92
2002
709
13
579
2001
581
1
99
20000
100
Number of deals
201212
16
Value of deals(US$ in billions)
84
2011 2013 YTD
1143
15
85
2010
87
Exhibit 2
Chemicals operators from emerging markets are climbing the ranks
Exhibit 3
Chinese chemicals companies have been increasingly in play
Note Chemicals revenue
only Based on constant2011 dollarndashto-euroexchange rate
Source Chemical ampEngineering News ICISBloomberg companyinformation Strategyamp
Source Bloomberg
Emerging playerTraditional player
Value of deals -Chinese acquirer
Chinese acquirerNon-Chinese acquirer
Number of deals
7262019 Future of Chemicals IX
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7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
7262019 Future of Chemicals IX
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 924
9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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7Strategyamp
Looking at China this disparity mdash greater deal activity but fewer cross-border deals mdash mirrors the ongoing consolidation and emergence ofstrong national players across almost all major industries and sectorsThough this is a natural eect in a maturing industry it is stronglyaccelerated in China The Chinese government is pushing for industryconsolidation and sets high requirements (regarding the use of state-of-the-art technology and minimum scale of assets for example) for newand even existing players Thus it is driving the development of national
champions that will be able to compete eectively in global marketsState-controlled access to capital and control over operating licensesfurther drives the government-favored industry structure
The agrochemicals industry is one clear example of this A period ofsomewhat chaotic development led to high numbers of small andmedium companies but the Chinese government is now putting pressureon the sector to consolidate The ldquoChina Pesticides Industry Planrdquo aims toreduce the number of rms and ensure that the 20 largest hold a marketshare of around 80 percent primarily to increase scale and eciency in
operations processes and RampD
Besides the local consolidation Chinese players are also becomingincreasingly active in cross-border deals to capture opportunities in keymarket segments Recent examples of acquisitions undertaken by Chinesecompanies are polyurethaneisocyanate player BorsodChem
agrochemicals company Makhteshim Agan and Elkem one of theleading producers of solar-grade silicon silicon and special alloys for thefoundry industry
Region of acquirer
Region
of
target
Rest ofworld
75
Indiasubcontinent
86
GreaterChina
96
NE Asia
80
North America
72
Europe
84
Exhibit 4
Most deals involve an acquirer and target in the same region
Source Dealogic
EuropeNorth AmericaNE AsiaGreater ChinaIndia subcontinentRest of world
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
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httpslidepdfcomreaderfullfuture-of-chemicals-ix 924
9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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8 Strategyamp
Realignment in areas where scale matters
Globally chemicals MampA activity in the past decade focused onrealigning business portfolios and as a result the level of consolidation
in the industry has remained relatively constant The 10 largestcompanies had a joint market share of roughly 11 percent in 2002 and 13percent today according to ICISCec However the recent MampA activity
has helped companies systematically consolidate segments along the value chain
Regarding RampD crop protection is a good example Growth opportunitiesresult from two key levers (1) developing new active ingredients seedsor traits which in turn requires building biotechnology researchcapabilities and (2) capturing growth and access markets in emergingcountries Monsantorsquos expenses for research and development more thandoubled from 2005 to 2010 (from $600 million or 9 percent of net salesto $12 billion or 11 percent of net sales excluding the acquisition of
in-process RampD) As investments in highly specic elds get bigger therisk associated with these investments increases as well and exploring
new elds in research might become a big bet for a company Thisuncertainty makes buying capabilities or development pipelines andorbuilding alliances more attractive to players searching for growth
As a result the agrochemicals sector has shown signicant consolidationin the past 15 years ( see Exhibit 5 next page) Together the top threeplayers currently control more than half of the market In fact there arefew MampA opportunities in crop protection left mdash antitrust regulations would likely play a factor in any remaining deals across major
agrochemicals companies
Accordingly recent deals of agrochemicals majors have focused onsmaller biotech and seed companies to participate in seed market growthand complement the portfolio in this area In this environment mdash where
MampA opportunities are scarce mdash alliances and cooperation betweenmajor agrochemicals players are increasingly relevant Recent examplesinclude Syngentarsquos partnerships with DuPont Bayer CropScience Dowand others to complement its crop protection and seed portfolio Inaddition the combination of scarce potential targets and well-capitalized
growth-aggressive strategic buyers has raised the median transactionmultiples to record levels
The other principal area of consolidation due to MampA activity in therecent past has been in asset and cost-eectiveness as well as gainingfeedstock access In petrochemicals for instance cost competitiveness iscrucial to operate global-scale production plants supplying downstreambusinesses Reducing operating costs requires both economies of scaleand better utilization of assets The recent merger of Thailandrsquos PTTChemical with its aliate PTT Aromatics and Rening (PTTAR) shows
There are
few MampA
opportunities
in crop
protection left
7262019 Future of Chemicals IX
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9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
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10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
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wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
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9Strategyamp
this trend The deal created one of Asiarsquos leading petrochemicals and
rening companies According to statements from the PTT group themove improves the companyrsquos competitiveness by leveraging signicanteconomies of scale and thus reducing unit costs The announcement ofinterest from Reliance Industries in buying Haldia Petrochemicals inIndia is in a similar vein and would consolidate a large share of theIndian polyolens market
The pressure to get larger and generate economies of scale increasedtremendously with the market entry of companies from regions that haveadvantages in hydrocarbon feedstock such as Sabic and Sipchem Theseplayers have built world-class plants using modern technology andbrought them online signicantly raising the stakes for establishedplayers In particular smaller and older assets such as the remainingEuropean crackers struggle to stay commercially viable for the futureMampA among such companies is thus designed to combine assets improve
upstream integration and create greater scale and access to markets
along the relevant value chains
Revenue from crop protection including seeds and traits(euros in billions)
1998
Share of global market controlled by top three~35
2011
~60
BASF
Dow
DuPont
BayerCropScience
Monsanto
Syngenta
18
Dow AgroSciences 18
Rohm amp Haas 04
Pioneer 14
American CynamidAHP 16
BASF
DuPont 19
Bayer 20
Rhocircne-Poulenc 20
AgrEvo 21
Zeneca 22
Monsanto 30
Novartis 39
Exhibit 5
The agrochemicals sector has shown signicant consolidation
Note Excludingconventional seeds marketFixed exchange rate ofUS$133 per euro Swissand British companyreports calculated in US$
Source Analyst reportsannual reports Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1024
10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
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11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
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20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
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21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
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22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1024
10 Strategyamp
The current landscapetransactions gaining
momentum againToday we see MampA regaining momentum After a period of economiccrisis with a strong focus on cost-cutting and eciency strategies in thechemicals industry the economic rebound and a more positive industryoutlook have created a more encouraging climate for mergers andacquisitions Chemicals companies are performing strongly again asdemand recovers Now despite the still pending debt crisis anduncertainty regarding macroeconomic factors MampA activity levels arehigh as strategic buyers are well capitalized and aggressively searchingfor growth
This favorable earnings and cash situation allows players to usestrategically motivated MampA with the following goals
bull To further reshape their businesses and portfolio structure toward agrowth agenda
bull To acquire attractive targets before emerging players snap them up
bull To gain size compared to Asian and Middle East competitors in theirhome markets
The acquisition of Danisco by DuPont for $64 billion in 2011 was aldquoreshapingrdquo example According to DuPont Daniscorsquos assets t well with
the company and provide a number of growth opportunities especiallyin the energy and food sector Furthermore Daniscorsquos strong RampDportfolio and its specialty food ingredients business are seen as long-term growth drivers for DuPont The deal is in line with the companyrsquos
strategy to move beyond its classic chemicals focus toward the sectorsof alternative energy and agriculture that have been identied as rapidgrowth markets
Recent deals aiming at participation in emerging markets includeEastman Chemicalrsquos acquisition of Solutia for $47 billion mdash a big moveintended to expand Eastmanrsquos geographic footprint in emerging regionsLonzarsquos integration of Arch Chemicals is another example building up
Chemicals
companies are
performing
strongly again
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1124
11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
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12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
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13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
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14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
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15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
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16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
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17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
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18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
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19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1124
11Strategyamp
the companyrsquos presence in China Brazil South Africa and India and
forming a world-leading company in microbial control
Though strategic investors are dominating the deal landscape nancialand institutional investors discovered the attractiveness of the chemicalssector during the last decade and are showing continued interest due inpart to favorable debt market conditions One of the largest deals in the
past few years was the acquisition of specialty chemicals companyLubrizol the worldrsquos largest producer of lubricant additives by BerkshireHathaway Warren Buettrsquos investment company for more than $9billion Exposure to emerging markets and economic recovery as well asthe companyrsquos proven pricing power made Lubrizol an attractiveinvestment Another sizable transaction was the acquisition of Tamincoby Apollo Global Management which bought the Belgian-based companyfrom CVC for $12 billion
Overall MampA activity is likely to continue at a high level during the
coming years especially as a strategy for transforming the business( see Exhibit 6)
Deal numberCompletedPending
2009200820072006200520042003200220012000 20122011 2013 YTD2010
Global chemicals deal volume and value 2000ndashQ1 2013
Numberof deals
Deal value(US$ in billions)
100
80
60
40
20
0
200
0
160
140
120
1000
800
600
400
2838
48
22
69
93
65
3846
31
85
146
97
65
Exhibit 6
After a post-crisis dip MampA activity has been rising
Note Only completed andpending deals capturedfor all industry groups(target acquirer seller) ona global basis no minimumdeal size
Source BloombergStrategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1224
12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1324
13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1424
14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1524
15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1224
12 Strategyamp
MampA as an instrument for competitive edge
Given the changing dynamics of the industry chemicals companies arefocusing on restructuring and realigning their business portfolios and
assets in order to stay competitive in an increasingly uncertain futureMampA in this context is a strategic means of shaping the business portfolioduring strategic transformation and avoiding the problems of
commoditization
Accordingly there are some common themes behind the moves ofchemicals players feedstock access absolute versus relative scaletransformationand accelerated growth and two-way geographicexpansion ( see Exhibit 7 )
Feedstock access
Western companies in particular are using MampA to improve their accessto feedstock in terms of both volume (by establishing a more secure
supply) and cost This is clearly the motivation behind the vast majority
Relevance of trend
De-risking
Exit volatile businesses
Oil amp gas Petrochemicals Base chemicalsSpecialty chemicals
customized
Fine chemicals
materials amp solutions
Transformation and accelerated growth
Acquire go-to-market capabilitiesindustry
amp customer access ldquobeyond chemicalsrdquo
Customized products
Add relevant capabilities
Relative scale
Achieve critical (minimum) size
Two-way geographic expansion
Established players enter new regions emerging players
expand to established markets
Feedstock access
Create competitive raw material position
Absolute scale
Global footprint with world-scale assets
DecreasingIncreasing
Unchanged
Exhibit 7
MampA themes and applicability along the chemicals value chain
Note Only completed and pending deals captured for all industry groups(target acquirer seller) on a global basis no minimum deal size
Source Bloomberg Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1324
13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1424
14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1524
15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1324
13Strategyamp
of activities targeted at establishing a footprint in the Middle East
which oers signicant hydrocarbon feedstock advantages Beyond thepetrochemicals sector however the same logic of upstream integrationapplies to other strategic raw materials as well For example players likeDow Corning and ChinaChem are integrating backward in silicon metalor establishing positions in bio-based feedstock a promising new eld
Dow Chemical for instance studies bio-based ethylene and propyleneroutes to produce its key feedstock from renewable resources The rstcommercial priority is producing polyethylene from Brazilian ethanoland backward integration into sugarcane is seen as key to the projectDow believes that through integration this new feedstock will becompetitive with hydrocarbon-based feedstock To support this initiativethe company may consider acquisitions or partnerships
Absolute versus relative scale
The importance of scale for chemicals operations depends on thetargeted position along the value chain For large integrated playersscale will remain a primary focus Moving downstream in the valuechain additional criteria such as proximity to customers and industryinsights become more important for success This is especially true withcommodities like petrochemicals and base chemicals for which scale ofassets and operations is a decisive factor In some regions these industrysegments are still highly fragmented For example in Eastern Europemany petrochemicals players are still too small to eectively compete ontheir own which will likely make them potential targets for
consolidation A Hungarian producer of plastic raw materials andisocyanates BorsodChem was integrated into Wanhua Group to form
the third-largest isocyanate player in the world transforming tworegional players into a world-scale company
However the goal is not just scale in absolute terms but the appropriaterelative scale for a given market in order to achieve signicanceparticularly in downstream businesses New markets may require acritical mass to get into the game Examples include RampD capabilities forhighly innovative products in the nutrition area or customized products
for industrial applications In this realm success will come fromdetermining market needs and working backward to clearly dene theoptimum size to address current needs and leave the company positionedto compete and grow DSM for example completed a buyout of OceanNutrition in order to add omega-3 fatty acids to its portfolio This was oneof several acquisitions on DSMrsquos path to grow its nutrition segment which was declared to be a strategic growth platform in the corporate
strategy of 2010 Since then DSM has become one of the biggest namesin the human nutrition business
The goal is the
appropriate
scale for a
given market
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1424
14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1524
15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1424
14 Strategyamp
Transformation and accelerated growth
When Akzo Nobel announced its acquisition of ICI in 2007 it emphasizedthe transformational character of the deal which was to create a market-
leading position in decorative coatings The company exited pharma andfocused on coatings and chemicals and it wanted to form strong growthplatforms in both segments Furthermore geographic expansion and
product innovation were core topics on the strategic agenda The deal isan example of strategic MampA to strengthen the core business and drivethe transformation of the company allowing Akzo Nobel to participate ingrowth opportunities tap into new products and technologies andaccelerate its transformation
An even better example might be LG Chem The companyrsquos strategicimperative is to transform from a petrochemicals player to a globallyleading IT component provider On this path LG Chem relied heavily onacquisitions and also used strategic alliances and joint ventures such as
its arrangement with Philips Electronics to drive its transformation
The industry trend toward more market-facing and customer-centricbusiness activities implies a change of current business model for mostestablished players In fact changing the business model alone is notenough mdash these elds require a dierent skill set and altered capabilitiesMampA can be the means to enter new business elds in which companiesacquire not only assets technologies and a customer base but alsocritical capabilities and insights into alternative operating models In thiscontext the right target is determined not by its physical assets butbecause its capabilities are optimally complementary to the buyerrsquos
capabilities system Systematically buying the right skill set for customer-centric businesses will help a company attract new customers andpenetrate target markets
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1524
15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1524
15Strategyamp
Two-way geographic expansion
A signicant share of recent MampA deals have been aimed at increasing acompanyrsquos global footprint but despite these ambitions truly trans-
regional deals have been relatively scarce so far Typically Westerncompanies have sought to strengthen their portfolio by buying otherWestern companies with (slightly) better or complementary regional
footprints mdash an overly cautious MampA approach Despite this limitedprogress geographic expansion will continue to drive deals in the sectoras the regional scope broadens beyond home regions The theme willimpact both established and emerging players
For the rst group mdash established competitors mdash the demand shift towardemerging regions promises new growth opportunities However theMampA options are rather limited in at least some developing countriesespecially in Asia and the Middle East Potential targets are often part oflarge conglomerates or they are state-owned (fully or partially) making
them either unavailable or largely unattractive The government in somecountries like China poses an additional hurdle through restrictions on
the share of local companies that foreigners are allowed to own Theserules apply to most of the sectors that China deems strategically relevantto its economic progress mdash including chemicals Given such challengesitrsquos not surprising that there are limited sizable transactions in which aWestern player has taken over a Chinese competitor
On the other hand there is a good chance that ldquoreverserdquo takeovers willplay an increasing role in the future as new players from emergingcountries seek to establish a foothold in established Western markets and
open the gate for driving their export business PetroChinarsquos venture withIneos is in this category In Europe there is additional value in acquiringcompanies that are already in compliance with regulatory requirementssuch as the Reach standards currently being implemented
Similarly Sabic demonstrates the eorts of Middle East players to movebeyond their home turf of feedstock-related businesses and diversify with value-added downstream activities Founded in 1976 to process thenatural resources of Saudi Arabia mdash mainly natural gas and crude oil mdashSabic did not expand from that base until it acquired the petrochemicals
business of DSM in 2002 followed by the buyout of British HuntsmanPetrochemicals in 2006 Sabicrsquos acquisition of GE Plastics in 2007 can beseen as a starting point for diversifying its activities and moving moredownstream Given the huge capital resources and investment plans inthe region we expect further transactions from Sabic aimed ataccelerating its business transformation
There is a
good chance
that ldquoreverserdquo
takeovers
will play an
increasing role
in the future
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1624
16 Strategyamp
The rise of strategic alliances and partnerships
In addition to outright acquisitions partnerships and joint ventures arebecoming an increasingly important means for chemicals players to
reshape their activity portfolio especially in Asia and the Middle EastOne example is Sabic and Sinopecrsquos 2009 established joint venture SSTPCin Tianjin China valued at $27 billion with a capacity of 32 million tons
of chemicals including polyethylene ethylene glycol polypropylenebutadiene phenol and butene-1 The latest joint investment in thiscomplex is a polycarbonate plant costing $17 billion and expected to beoperational in 2015 with a capacity of 260000 tons per annum The venture will allow Sabic to supply polycarbonate as feedstock to its otherplants in China and the Pacic region and is seen in China as acornerstone of building up a state-level petrochemicals industry base
But Western players have also discovered the opportunity to participatein the demand growth via joint ventures with Chinese companies (such
as Eastman Chemical and Sinopec YPC for their hydrogenatedhydrocarbon resin plant in Nanjing) or to utilize feedstock advantages
from partnerships in the Middle East (such as Borouge formed byBorealis and Adnoc)
Such partnerships add value not only on the feedstock and upstreamside but also when companies move downstream and engage in thematerials and solution business The venture between Evonik andDaimler to develop next-generation lithium-ion batteries for electric vehicles is a good example As chemicals players typically donrsquot possessall the capabilities needed to execute downstream activities on their own
engaging with partners to complement the skill set makes sense Joint ventures and other forms of alliances are expected to further increase inthe coming years
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1724
17Strategyamp
The future chemicals landscape
As a result of this MampA activity the chemicals industry will see anevolution toward further segmentation along the value chain As the twoends of the value chain call for very dierent operating models andcapability sets each company will need to focus on a very specicsegment ( see Exhibit 8)
Chemicals value chain
Oil amp gas PetrochemicalsBasechemicals
Specialtychemicals customized
Fine chemicals materials amp solutions
Straightenedsegmentation
Increasedtransformationof chemicalscompanies
Future
Industry structure amp driversin segment consolidationportfolio focus and
market orientation
Transformedspecialties
Specialtyholdings
Regional nicheplayers
Integrated players
- European focus- Portfolio manager
- Small to mediumsize
- Narrow focus
- Industry specialists- Focus on few largesegments
Upstream players
- Regional feedstockplayers (based inemerging countries)
- Backward integrated
- High integration level up to feedstock- Some new large players
Exhibit 8
The future chemicals landscape will require focusing on a specic segment of the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1824
18 Strategyamp
These clusters can take various forms
bull Upstream players need to constantly assess their position in light ofthe rise of new companies with structural advantages Scalefeedstock access and cost are their main concerns so the pressure toconsolidate will persist as long as small nonintegrated assets are stillin the game
bull Integrated players will gain importance for the global chemicalslandscape In particular companies that are headquartered in theMiddle East China or India will emerge as new integrated majorsBut these players will face a growing challenge in managing divergingbusinesses with increasingly dierent key success factors mdash acommodity game on the one hand and a specialty business on theother mdash and with completely dierent market dynamics and businessmodel requirements Some integrated majors may opt to leave the
commodity game and move downstream to prot from less cyclical
and even less competitive specialty markets In any case thedevelopment of new capabilities will be key and MampA will be a majordeterminant of whether these moves succeed
bull Transformed specialty players that focus on a few selected segmentshave the potential to transform into highly market-oriented industryspecialists able to serve their respective customer industries withdedicated platforms unique technologies or customized solutionsTypically we expect those companies to be global champions in theirspecic niches These players will use MampA to integrate into adjacent value chains and segments mdash even moving beyond chemicals to
absorb additional capabilities as needed mdash and establish requiredactivities that arm them with the competencies to best serve their
target industry Examples of this trend are companies like Akzo Nobeland PPG which already put a strong emphasis on a selectedindustrymdashcoatingsmdashand take dedicated steps to enhance theirportfolios around that segment
bull Specialty holding companies will also take a very active approachtoward MampA and use transactions to constantly shape and developtheir portfolios Rockwood Holdings is an example mdash the company
has grown through acquisitions and expansion to its current portfolioof 10 individual business units serving diverse niche businessesSpecialty holding companies actively plan acquisitions anddivestitures to maintain a balanced and protable portfolio of marketsand technologies They are dierent from private equity playershowever in that they typically adopt a longer-term view aiming toleverage MampA to cross-fertilize businesses adding advanced
technology and innovation portfolios and maintaining leading-edgecapabilities in their specic elds
Specialty
holding
companies will
take a very
active approach
toward MampA
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 1924
19Strategyamp
bull Another industry cluster regional niche players will continue to focus
on selected market segments or technologies where they will alwayshave a right to win as those markets are either too small or toounattractive for larger players These midsized players are likely totake a very selective approach to MampA Because they are technology-centered organic growth is their preferred development mode sothey will likely consider MampA only selectively in niche markets to
complement their technology portfolio
Beyond the variety of players regional dierences will also impact MampAas well as the integration of the targets For example it is likely thatcompanies in emerging markets that have been involved in recent deals will follow a similar life-cycle path when it comes to portfoliodevelopment After these companies have created sizable operations andbroadened the scope of their activities one can expect a consolidation wave a decade or so from now aimed at aligning portfolios and regaining
focus These companies will need to optimize the complex portfolios they
have built up over time triggering a new divestment wave and a newconsolidation cycle
Furthermore emerging players in Asia and the Middle East will likelyimplement ways of doing business and underlying commercialphilosophies that are not always compatible with Western practices Forexample cash-rich companies may not abide by investment rules and valuation methods used by established players Similarly managementmethods and corporate cultures might be hierarchical instead ofcooperative and information ows and decision making many not seemtransparent by Western standards An understanding of these dierences
will be especially crucial for successful integrations
It is critical not to underestimate the cultural aspects of management andintegration Ignoring dierent cultural backgrounds when bringingcompanies together puts the success of the deal at risk Even though thisalready applies to cross-border deals mdash such as those within Europe orbetween the European Union (EU) and the US mdash it has even greaterrelevance in deals involving more broadly disparate countries andcultures As a consequence capability building and integrationmanagement of the newly formed companies will prove a signicant
challenge for industry players engaging in cross-regional deals
Emerging
players will
likely implement
ways of doingbusiness that
are not always
compatible
with Western
practices
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2024
20 Strategyamp
The capabilities challenge
MampA is challenging throughout the entire life cycle developing a clearstrategic perspective on MampA smart target selection developing arationale for assessing the value proposition executing deals andintegrating new assets for sustainable success The same applies fordivestment cases
Given the current business environment chemicals players will have touse MampA as an integral part of their strategy to enable and accelerategrowth and retune their portfolios Accordingly these companies need to
build specic MampA capabilities along the complete life cycle of deals inorder to actively manage their portfolios
Segment-specifc MampA capability needs
As outlined above specic segments in the industry require dierent setsof core competencies This implies corresponding capabilities when it
comes to MampA as well Management at all companies throughout the value chain must consider the nature of business to be acquired potentialsynergy levers from dierent sources and the key success factors toensure a successful transaction However some segments will entailmore specic MampA capabilities
For upstream and base chemicals players MampA is mainly a means toachieve scale and build up favorable market positions This often requiresan ability to quickly apply the current business model to the target andleverage classic cost synergies during the post-merger integration phase
(PMI) Early identication and quantication of synergy targets is thestarting point and a disciplined approach to implementing them duringthe integration process is vital Companies need to eliminate costs quicklyby streamlining redundant processes while leveraging economies of scaleor operating cost advantages targeted by the merger
For specialty holding companies by contrast MampA is a constant themeand deals are more tactical As a result they need to ldquoindustrializerdquo therelated processes to build strong internal capabilities and a close link toexternal market sources These companies are typically looking for
Chemicals
players will have
to use MampA as
an integral part
of their strategy
to enable and
accelerate
growth
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2124
21Strategyamp
focused self-sucient and viable businesses that are adjacent to their
current positioning to complement their portfolio and a deepunderstanding of those businesses and dierentiating capabilities isrequired Maintaining or developing required capabilities and realizingMampA benets requires clear customer-centricity a commitment to salesand marketing excellence and cash generation (The synergies mainlyresult from top-line eects by combining dierent businesses within the
overall portfolio to create value)
Finally customer-centric companies or those that sell to a specicindustry need to focus on enhancing their capability set around theirchosen target segment As they strive to move further downstreamtoward materials and solutions businesses they can use MampA as aninstrument for selectively adding missing capabilities As these segmentsare typically innovation-driven targets need to add value through eitheraccess to existing technology or a strong RampD pipeline Also brand image
and customer access are highly valuable for this business model making
such features appealing in MampA targets This approach requires that duediligence processes take place through a capabilities lens and that thecompanies can smoothly integrate and leverage new capabilities
Capabilities-driven MampA strategy
Depending on the targetrsquos position in the value chain the capabilities andsuccess factors are dierent The more upstream a company sits themore assets scale and technologies are crucial Conversely the moredownstream a company is in the value chain the more innovation
customer-centricity sales and marketing and complexity managementbecome important
Thus chemicals players should follow a capabilities-driven MampAapproach that stringently focuses on the segment-specic success factors
Strategyamp research shows that the most successful MampA strategies arethose centering on building and leveraging capabilities1 In fact thesestrategies can create signicantly more value than comparabletransactions targeting diversication or size This observation tracks
logically as it is a natural follow-on from the idea that companies with adierentiating and winning set of capabilities are able to create more value than their peers For these companies MampA is simply an additionalmeans to develop this capability set For companies operating at dierentpositions along the chemicals value chain specic capabilities will have varying levels of relevance ( see Exhibit 9 next page)
Considering the relevance of the capabilities along the chemicals valuechain due diligence and post-merger integration need to be appliedusing a capabilities lens as well
Targets need
to add value
through access
to technology
or a strong
RampD pipeline
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2224
22 Strategyamp
Due diligence
In order to lay the foundation for a successful deal target selection anddue diligence need to go beyond the classic nance and legal scopeIndeed it is crucial to look at the dierentiating capabilities system of thepotential new entity Would the combined capability set give thecompany a competitive advantage or enhance the potential todierentiate itself in the long term Capabilities are not always as visibleas physical assets mdash and do not appear on the balance sheet Because ofthis it is important that potential deal partners apply concerted eorts toidentify key capabilities within the sta culture processes technologiesor systems during the due diligence phase
Integration challenges
Companies in the chemicals industry are nally understanding the role ofpost-merger integration in ensuring the success of a deal Still howeverPMI is where companies usually struggle most and where the risk ofdestroying value is highest Besides following PMI best practicescompanies can minimize this risk by designing an integration approachthat actively considers and maintains key capabilities PMI approaches will dier widely according to the characteristics of a deal mdash for exampleto respect regional and cultural dierences in cross-border transactionsor to account for divergent business styles arising from occupyingseparate positions along the value chain
This is true for deals in both directions Western players acquiring thosein emerging markets and vice versa Having local competencies availablein the target companyrsquos region is a prerequisite to integrating thecompanies but this set of competencies needs to include culturalcapabilities As most companies are unlikely to have these readilyavailable both sides must adopt a structured approach to building therelevant capabilities between their respective organizations
Physical assets
Relevance for MampA
Feedstock access
Brand
Process technology
Innovation
Product portfolio
Customer intimacy
Chemicals value chain
Oil amp gas PetrochemicalsBase
chemicals
Specialty
chemicals
Fine
chemicals
Customer
industries
Exhibit 9
The relevance of capabilities across the value chain
Source Strategyamp
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2324
23Strategyamp
Consolidation has been mdash and will continue to be mdash a major theme forthe emerging markets as competitors in those regions mature Howeverit is not as much of a driving force in established regions whereconcentration will take place in industry segments that started to developduring the last decade As a result the industry landscape will be evenmore segmented in the future than it is today
Chemicals companies are constantly in quest of growth mdash in an industrythat oers ever-fewer and ever-smaller attractive growth segments Allmeasures taken by these companiesmdashshifting the business towarddownstream activities repositioning along the value chain enhancingthe regional footprint mdash must aim at capturing growth and enhancingtheir competitive advantage
These eorts are fueling sizable activities and MampA will continue to playa signicant role in the transformation of the chemicals landscape It isthe major means of quickly entering and occupying new market segments
and thus spurring growth in bursts rather than opting for organic growthin a given market
However to succeed in using MampA as a strategic instrument chemicalsplayers need to make it an integral part of their business strategy andfulll a range of prerequisites
bull Establish a standardized ldquoindustrializedrdquo MampA approach
bull Prepare to execute even more complex deals
bull Always apply a capabilities lens
bull Embrace cross-border mergers mdash and master cross-culturalintegration
Over the longer term having the right capability set available toexecute MampA in the chemicals industry will become the dierentiatingfactor for success
Conclusion
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013
7262019 Future of Chemicals IX
httpslidepdfcomreaderfullfuture-of-chemicals-ix 2424
wwwstrategyandpwccom
Strategyamp is a global teamof practical strategistscommitted to helping youseize essential advantage
We do that by workingalongside you to solve yourtoughest problems andhelping you capture yourgreatest opportunities
These are complex andhigh-stakes undertakingsmdash often game-changingtransformations We bring100 years of strategyconsulting experienceand the unrivaled industryand functional capabilitiesof the PwC network to thetask Whether yoursquore
charting your corporatestrategy transforming afunction or business unit orbuilding critical capabilities wersquoll help you create the value yoursquore looking for with speed condenceand impact
We are a member of thePwC network of rms in157 countries with morethan 195000 peoplecommitted to deliveringquality in assurance taxand advisory services Tell us what matters to you and ndout more by visiting us atstrategyandpwccom
This report was originally published by Booz amp Company in 2013