The acquisition of Canada, Part Two

August 27, 2008, 4:54 PM UTC
Fortune



Yesterday we laid the groundwork for a major, strategic acquisition of a very attractive, synergistic and complementary property that is geographically contiguous, has plenty of upside and, for the most part, speaks the same language.

In that regard it is worth noting that up-front costs could be largely offset by an almost immediate divestiture of what is basically an independent, free-standing entity within the acquired corporation: Quebec. While not trading at a very high multiple, its sale or spin-off could generate significant equity and rid the new corporate entity of lingering legacy and cultural issues. There are many potential suitors for what is clearly a very attractive property, the most obvious being France, which is still smarting from its loss in the French and Indian Wars and has a high-profile CEO in search of global profile. Other tactical post-merger actions to rationalize high upfront costs abound, but will be discussed at a later date.

I would like also to offer at this juncture, before proceeding further, my thanks to those of you who weighed in so far with your thoughts and alternative suggestions. Some were patently facetious, while others drifted into issues pertaining to execution that must await subsequent installments of this strategic plan.

As always in the pursuit of any focused acquisition discussion, alternate scenarios do suggest themselves. Most notable has been the notion of setting our sights not on our neighbor to the north, but our amigo to the south. In that regard, I hasten to state that, in my opinion, the acquisition of Canada does not preclude the development of plans pertaining to equally intriguing possibilities involving Mexico, the former proprietor of vast segments of our current asset base, including Texas, California and most of the Southwest. In my view, however, one must put the cart before the caballo. Large global corporations get themselves into trouble when they overextend their holdings, as any study of Rome, Britain and Time-Warner (TWX) will tell you. This is not to say that a hemisphere-wide master strategy might not lie somewhere down the road. Right now, however, let us keep our eye on that which can be achieved in the near and intermediate term.

We have already looked at some of the global issues facing the current incarnation the corporation, which is now more than 230 years old and still functioning rather well for a mature organization. Day-to-day leadership of the entity has floundered recently, but as we all know it is difficult to sustain the quality of management over time, and on the bright side we can state with some assurance that the underlying power structure is still rather robust, and the class that operates it firmly entrenched in power regardless of who is sitting in the corner office.

Still, recalcitrant issues exist that would almost instantaneously be addressed by the proposed transaction. On a somewhat more granular level, then, let’s look at just a few:

  • Need to expand customer base/sales territories: The U.S. frontier is a thing of the past. Even the depths of Wyoming, Idaho and Montana are crawling with identical strip malls and high-end boutiques. Look at a map. There’s a lot of Canada up there, most of it in desperate need of consolidation and branding. It is, quite literally, as big as all outdoors; similarly, there are many, many small to midsized urban centers in need of large glass boxes and roads leading to them. The existing corporation has the capital and the know-how to get the job done. All we need is the land and the customer base to justify the expansion, which in our view would be almost instantaneously accretive;
  • Limited natural resources: Once again, the acquisition offers an immediately solution to this problem. Oil is, quite literally, seeping out of the ground up there, and there is a wealth of other minerals, lumber and, of course, wind;
  • Stagnation of culture: Perhaps most disturbing about current trends within the existing corporation is a “been-there, done-that” mentality and a certain calcification of the spirit of adventure, unlimited opportunity and entrepeneurial drive that made us great not only in our own estimation but in the mind of the world as well. This corporation is viewed now — internally and externally — as increasingly insular, hostile to new recruits to the enterprise, and set in its ways. Canada is, in this sense, far more congenial to some of the core cultural issues that once defined us. They have cowboys, for instance; real ones that actually have something to do more with cows that with guitars and funny hats. There are innumerable other existing synergies that speak to the ease with which integration of the acquired party could be effected, including consistencies in language, cuisine and even pop music, where Canadian artists routinely pass themselves off as American without fear of reprisal.

There are other operating gaps in the corporate fabric that this acquistion would address. Lest the benefits be perceived as purely opportunistic or lopsided, however, it must be recognized that the acquiree would benefit from the deal as well. For its part, the acquisition target needs capital, infrastructure and some sense of what to do with the enormous acreage at its disposal with which, frankly, it’s done very little for the several hundred years of its existence. This lag could quite naturally be laid at the feet of its original stewards — the French and British — but the entity has been essentially on its own as a free-standing corporation for quite some time and there’s really no excuse for all that wasted space.

With so many compelling arguments in favor of the potential acquisition, we must at the same time allow that there are also powerful contradictory trends and considerations that must be addressed as well. Before we arrive at a discussion of conceptual execution strategies, then, it is incumbant upon us to do so. 

Next: Roadblocks and other barriers to entry.