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OF THE MERGERS
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Corporations persistently look to mergers and acquisitions (M&A) as a means of entry in to new and other
existing markets notwithstanding the uncertainties and volatility in some of these markets with the aim of
achieving company objectives. Strategically, companies have often times utilize mergers and acquisitions
as a mechanism in order to survive and grow their businesses. In emerging markets, companies are
increasingly targeting attractive businesses both within and outside their industry/ country (Tom et al,
2008). While today`s M&As deals are exposed to global economic volatility, the obvious reality is that most
of these mergers and acquisitions have extensively failed to deliver according to the promises its investors
were made to believe. However, majority of these acquisitions have always ended up in a disappointing
performance due to their poor approach, understanding and management with up to 50% regarded as
normally disastrous (Business Week 1985, Louis 1982). In this research, a critical evaluation is conducted
between the mergers of Air France and Royal Dutch Airline- KLM that occurred throughout 2004-2008.
1.2Background of Companies
KLM- ROYAL DUTCH AIRLINES is a Netherlands based worldwide company that was founded in 1919 as
Dutch royal airlines for the people of Netherlands and its surrounding environments. In May 1921 the
organisation started its first passenger office on Leidseplein in Amsterdam to make possible its operational
activities as transport and cargo currier. The company achieved early success because as at the end of
1934 the airline has progressed in its operational capacity to begin trans-atlantic flight to run between
Amsterdam and Curacao. But unfortunately, their operations were affected by the world war II and brought
the entire operations to a standstill. In 1945 the company began its services with home flight due to the
war, and extended it in 1946 to outside boundaries like USA. KLM entered into so many contract such as
mergers and joint venturships arrangements with the view to expand its passenger traffic with other
airlines including NLM Cityhoper, NetherLines, Tansavia, Kenya Airways Northwest Airlines, etc
(http://www.tca.viscal.net/klm/history.htm).
AIR FRANCE on the other hand, is the company that came from the 1993 acquisition arrangement by
"Socit Centrale pour l'Exploitation de Lignes Ariennes of the asset of General Aeropostale after the
world war". But the company was struck by nationalization leading to the Socit Nationale Air France in
1946 accompanied by Compagnie Nationale Air France in 1948. After the liberalization of air line industry
in 1978 in US the activities of state-own airlines in French merged into Air France group in July 1994,
finally in 1997 Air France Europe absorbed into Air France. In 1997, Air France Europe was fully captivated
into Air France. The company`s stock was then listed on Paris stock exchange in 1999 with the holding of
62% for the state, which was well-dressed down to 55.9% finally. (www.airfrance.com).
PART TWO
INFORMATION GATHERING AND BUSINESS TECHNIQUES
2.1 Introduction
This research was exploratory which aimed at exploring financial and operational consequences of merger
arrangement between Air France plc and Royal Dutch KLM plc. It involved the application of qualitative
data that provided a thoroughly understanding on the impact of the merger on the company`s results
(Easterby-Smith et al 2002). This chapter however explained the research tools, techniques and methods
employed in achieving the aims and objectives of the research and also to justify the use of the research
methods employed. Research methodology is the account of the analysis and the reason for the part
technique(s) adopted in undertaking research. It does also seek to clarify the procedure adopted for the
research and involves: data collection, research design methods, field work, sampling, analysis and
interpretation of data (Jankowicz 1995), (Boyd 1981). As indicated by Oppenhein (1992) for every social
research there is the essence of examining the appropriate methodologies necessary for the conduct of a
specific study. Primary and secondary data are the two most important sources of data which are the
carriers of information (Ghauri et al 1995).
allow them fill and respond to the questions at their own convenient. In all a total of 76% of the total
questionnaire were responded to and returned back with the remaining 24% not received.
PART THREE
RESULTS AND ANALYSIS
3.1 AIR FRANCE- KLM GROUP
The declaration of merger between Air France and KLM in stock exchange with KLM becoming a member
of Sky Team alliance was made public in 2003, establishing Air France-KLM Group. Each company
identity was maintained to promote harmonisation of their service all over their complete route networks for
the interest of passenger's accessibility, finally in May 2004 the merger was completed, following a
surrender of 18.4% of French state equity held in Air France-KLM Group decreasing its venture to below 20
percent. Air France-KLM has become the leader and the largest air transport in Europe with a passenger
traffic of above 74.5 million in 2008- 2009 fiscal year. Operating in 244 destinations within 105 countries
around the globe, with employee turnover of about 107,000 to attain company objective, the operations of
Air Franc KLM among others include its core activities such as passenger, cargo and maintenance.
The essence and the rationale behind this is that any score (s) over and above 3.0 indicates that the
company in question is safe and hence, a going concern. On the other, where the scores fall between 2.7
and 2.99 then there could be a signal of a worrying situation which management may have to look at?
Where the scores are showing 1.8 to 2.7, then there are clear signals and danger of the company heading
towards liquidation within the next two years.
The figures calculated have given these scores for the financial year 2002/03 for both entities. For Air
France 5.3932 and KLM 2.0793, these figures however mean that Air France scored higher than 3.0 which
is the safety point and therefore Air France is at a level beyond the scope of liquidation within the next two
years from the balance sheet date. This makes it more sustainable that without any merger or acquisition,
the company can continue in it operational existence till the foreseeable future. On the contrary, KLM
scores of 2.0793 is within the range of 1.8- 2.7 therefore management attention was needed as economic
failure was highly predictable for the next two years from the date of the balance sheet. KLM`s scores of
2.0793 sends the company in to a situation that is susceptible to any potential takeover so that the
shareholders` interest could be protected. As the ratios computation has indicated an unfavourable
financial performance from the company`s operations by even a loss of -0.06. This presents a view that
is disappointing because for every 1.00 of asset KLM utilised incurred a loss of -0.06 in 2003 and
0.00012 in 2004 before interest and taxation. However, Air France made a profit of 0.015 in 2003 and
0.011 in 2004 indicating efficient utilisation of every 1.00 assets producing income rather than a loss.
KLM again made just 0.79 & 0.73 in 2003 and 2004 respectively, whereas Air France realised over
and above that by earning 1.01 in 2003 and 0.96 in 2004 prior to the merger on their total assets.
KLM once more continued to struggle with its efficient fixed assets utilisation as these figures were
indicators. This was therefore a caution to the KLM management since the company`s value was
constantly declining, the total market value to its total liability was 1.04 and 3.12. In a situation where the
total market value of a company is equivalent to its liabilities (1:1), then there is the likelihood that that
company will be out of business and that was the case of KLM. Because it was clear that after settling their
liabilities, there will be nothing left for the shareholders. Even though in the succeeding year the total
market value of KLM was three times the liabilities (3:1)
For the financial year 2003/04 the scores are 5.3932 for Air France and 3.5496 KLM which were both
secured, all the same KLM still had operational and financial challenges that made them prone to
liquidation. Thus, rendered the acquisition of KLM by Air France a prospect and a means to survive and
also overturn the company (KLM) from its financial and operational difficulties.
3.2.3 Pre - acquisition financial ratios of KLM & Air France for the years 20022004
NATURE OF RATIO
3.2.4 Explanation and the interpretation of the ratios
Performance measurement ratios measure how efficient management have successfully converted
revenues generated into profits from its operations or core activities before charging expenses. These
ratios enable a distinct assessment to be established for the undertone of the merger. These calculations
have involved profitability, asset utilisation, operating profit, return on equity and return on asset ratios.
These ratios are all highly indicators as to how efficiently the entity has been managing its costs to its core
business, taking into account how significant cost is in creating value. An established relationship between
two or more competing businesses, performance is an essential to shareholders` value and wealth
creation, give that lenders, investors and analyst place more emphasis on them in their decision making.
The financial figures in the table above suggested that KLM had financial difficulties before the creation of
Service Ranking
The ranking gave them 34% as been the levels of customers' satisfaction representing `good` while 22%
of the respondents ranked the service as poor. However, 8% of the respondents ranked their service as
excellent but 24% indicated they are satisfied with the services whilst the remaining 12% ranked the
services as fairly poor. These rankings are not too satisfactory given that 34% is not up to half of the total
rankings with 22% ranking the services as poor. If care is not taken the service may degrade further which
could lead to customers` total dissatisfaction and a rejection of their services.
Graph 5: How passengers ranked the service provision by the Air line
3.3.3 FINANCIAL PERFORMANCE
This section like the previous section analysed the financial result post the merger with the British Airways
used as the mirror firm.
3.3.4 Post merger financial ratios of air France - KLM for 2005-2008
TYPE OF RATIO
3.3.5 Financial ratios of British airways for 2005-2008
TYPE OF RATIO
In other to have a much fairer view of the performance of the merger, the post acquisition results of Air
France- KLM has been compared to that of British Airways which is also within the same Euro Zone.
British Airways performance during the period 2005 to 2008 suggested on an average operating profit
ratios of 5.7% slightly above Air France-KLM average of 5.0%. This however suggested that Air France KLM has not utilised it operational synergy to enhance its operating profit from the merger. In accordance
with the efficiency theory, the result could have been as a result of inefficient cost management in revenue
generation. Improper cost management strategy has had a declining effect leading to negative ratio of 5.3% as shown in `Figure 3` which will impact on the shareholders value/ wealth than growing it from the
impact of the merger arrangement. If the operating loss was not strategic by means of selling cheaper or
discounted tickets with the view to attract more customers in the long term price increase, then the
performance was not too encouraging. This does not even guarantee any assurance considering the fact
that these customers may switch their loyalty from future price increase to other competing but cheaper air
lines. Inability to generate profit from operation subsequent to the merger imply that Air France- KLM has
not regain its benefit from operational efficiency, rendering the view that size is important in maximising
market share of a firm through mergers unworkable. But instead boosting market share through organic
means will get the support of the investors looking at British Airways and Air France- KLM from the study.
The average gearing ratio of Air France- KLM is 49.75% with British Airways having 57.25%. The average
Leverage ratio of Air France-KLM showed 34% while British Airways had 31.0%. The gearing ratio of Air
France-KLM is quite reasonable compared to British Airways which is a positive sign as the proportion of
capital that is debt and equity is below that of British Airways. Low levels of gearing ratio are a good
suggestion of cash accessibility and prospect to borrow with no clause. This is an evidence to discourage
equity finance which is more costly than debt finance given that there is no tax incentives, the high
proportion of equity strengthen the fact that the merger was finance through share to share exchange
rather than cash and debt. This is thought to be more popular in merger finance than cash finance in
twenty first century in respect of the negative perception that associate with it from the observation of
shareholders about share dilution, practice that is common in Europe according to practitioners. Equity
allows rights of ownership in decision making while debts attract financial charge against the profit, in
situations where debt is lower then, interest cover will be lower. The average interest cover of Air France is
2 times below that of British Airways. Which suggest that earnings before interest and tax will be able to
pay interest twice, serving as cushion for the company to its lenders? Because the gearing ratios are lower
than probably usual, the indications are that Air France- KLM has not fully made the utilisation of their tax
incentives. Even though the gearing ratio generates the prospect for further borrowings at a lower cost of
capital by the firm, however the present financial figures showed contrary view. The negative interest cover
may not approve extra borrowings favourably and any debt finance requirement could attract higher
interest payment with covenants notwithstanding the benefit borrowed capital rewards, it could be
expensive. However, if the reward which is the tax incentives is higher than the loan interest then such
interest payments may be acceptable. One of the drawbacks of having lower levels of gearing is that it
passes on to the shareholders superior equity result in dilution of shares while lesser earnings per share
may have adverse effect by shrinking the value of the share price "as shown in figure 3" . But all the same
this could be overturn through redemption of share such as Buyback provided there are no specific limits
within the industry on how much debt a business can acquire. There is a strong indicator that Air France KLM has managed its financing of asset without any constraint from lenders considering the average
leverage ratio of fewer than 34%. This allows them the prospect of acquiring any further assets of their
choice without any restrictions. Return on capital employed ratio considers the profit generated relative to
capital employed if there has been any extra value. The data in "figure 3 & 4", indicated Return on capital
employed averages are Air Franc- KLM; 5.84%, and British Airways; 5.58%. Air France-KLM showed a
slight improvement compared British Airways. This establishes whether or not shareholders` wealth have
been destroyed or improved with reference to the capital available to the business. The 5.84% may seem
quite low especially if the inflation rate is high in which case the returns generated may not be worth the
risk taking. Air France- KLM`s average Earning Per Share stood at 1.34 while British Airways had 26.05.
Therefore Air France-KLM`s EPS is too low as compare to BA. Because this is an indication of a
company`s performance relative to equity. The weakening performance of Air France-KLM`s EPS showed
that, when company raised capital from equity, there will be dilution of share, a penalty of equity finance
which is unacceptable by investors.
3.3 CONCLUSIONS
The study has revealed that the successful impact of mergers and acquisitions on a company's operational
and financial performance has always not been guaranteed. Even though there are so many
commentators and authors on the topic of mergers and Acquisitions who have indicated that the motive
behind these sorts of arrangements are to some large extent to increase the value of the shareholders
through economies of scale, synergy prospects, cost savings, etc. But the case study of Air France -KLM
showed a different view in that the results from their merger have rather declined instead of improving. The
company still do have operational difficulties which has therefore manifested in their financial results. This
is however opposite to the views of many CEO`s about M&As as a means of increasing company or
shareholders` value. The combined results of the two companies, thus post merger still do not show that
there have been any gains realisations from the merger. Air France -KLM are struggling in their operational
and financial performance.
3.4 RECOMENDATIONS
On the bases of the information gathered and the evidence revealed the researcher wishes to make the
following recommendation, since this may assist any further merger arrangements.
The present time taken for customers` check-ins may have to be improved upon to address any time
wastage.
Management may also consider outsourcing the other non-core operations at a lower cost in order to have
enough time to concentrate on core activities.
Management may also choose debt finance instead of equity but must ensure the tax incentives outweigh
the interest payments.
Fixed term investment cutback may be considered to generate sufficient cash flow to take care of frequent
expenditures.
The lower levels of operating profits showed that there are higher operating costs which management may
have to investigate if there are to create value for shareholders.
Service quality has a significant impact on the customers regarding the selection of an air line for their
travel. As a consequence the levels of quality will have to be improved in order to attract the highest
percentage of the customers since they rated it higher than any other criteria.
Low fares also play a critical role in the air line industry and therefore management may have to look at
their pricing policy since this could increase the current levels of sales.