Technovation, 18(8/9) (1998) 563-573

Pergamon 0 1998 Elsevier Science Ltd. All rights reserved

Printed in Great Britain
PII: SO166-4972(98)00029-7 0166-4972/98 $19.00 + 0.00

Integrating technolom into merger

and acquisition decision making
Andrew D. James *, Luke Georghiou and J. Stanley Metcalfe
PREST, University of Manchester, Oxford Road, Manchester, Ml3 9PL, UK

Abstract
Merger and acquisition (M&A) decisions tend to be dominated by financial
and business managers. However, given the growing importance of
technology and innovation to firm competitiveness and the on-going
importance of merger, acquisition and divestment activity, there are potential
gains to be made by acquirers from better integrating technology issues into
their M&A decision making. Not least it may help to avoid costly errors and
reduce the failure rate of M&As. More positively, it may help acquirers to
better realise value from the technological assets they acquire. Based on a
three year study of mergers and acquisitions involving some of the UK’s
leading companies, we consider some of the technology issues that are likely
to arise in the M&A process. We conclude by identifying four ways in which
managers might better integrate technology issues into M&A decision
making. 0 1998 Elsevier Science Ltd. All rights reserved

the involvement of technology managers tends to be

1. INTRODUCTION
limited to the due diligence and post-acquisition man-
Merger and acquisition (M&A) decisions tend to agement stages and, even here, those responsible for
be dominated by financial and business managers. To technology may often be used as narrow technical
an extent this may reflect the fact that, for all the talk specialists rather than to provide an overview of tech-
of “integrating technology into the business” and the nology strategy and management issues. This is
growing recognition of the importance of innovation reflected in some of the well known texts on M&A
to firm competitiveness, when it comes to decisions management which, in proportion to the importance
on major investments and the future direction of the of technology and innovation to firm competitiveness,
company, the technology function’s influence in devote surprisingly little space to an explicit consider-
many companies remains rather limited. However, ation of such issues (Salter and Weinhold, 1979; Wes-
there are often pragmatic reasons too. In particular: ton et al., 1990; Haspeslagh and Jemison, 1991).
technology is rarely the main motive for acquisition; However, given the on-going importance of merger,
the nature of technology means that it is not easy to acquisition and divestment activity, there are potential
evaluate; and, technologists are often poorly equipped gains to be made from better integrating technology
for the needs of pre-acquisition decision making, not issues into M&A decision making. Not least it may
least because the skills of technology managers and help to avoid costly errors and reduce the failure of
the evaluation tools they have to hand tend to be inad- rate of M&As. More positively, it may help acquirers
equate for pre-acquisition needs. As a consequence, to better realise value from the technological assets
they acquire.

*To whom correspondence should be addressed. Many of the issues which we deal with in this paper

Vol. B NOS. 8/s

Tedmovatiom 563
arise because of the distinctive features of technology involved in over 1150 acquisitions and divestments
and the way it is generated. By technology, we have worth over &95 billion in the five years between 1992
in mind a spectrum which at one end consists of the and 1996. Sectoral analysis shows that the sectors
established products and manufacturing processes of most active in the market for corporate control by
the firm and at the other end the ability of the firm value of acquisitions and divestments were pharma-
to develop new knowledge. Both of these rest on the ceuticals, telecommunications, food manufacturing
skills of the individuals within the organisation and and diversified industrial (which includes companies
the managerial and organisational processes that such as Hanson Trust and BTR)‘.
structure their interactions both within the firm and
with its technological and market environment. Our In this environment, the management of acqui-
observations in this paper are based on a major three sitions and divestments may well be seen as a firm
year study of the management of technology in merg- competence’. We propose that a firm can develop a
ers and acquisitions funded by the Engineering and competence at acquiring and divesting other busi-
Physical Sciences Research Council. Our research nesses and that competence can confer competitive
involved an extensive programme of interviews with advantage. The test of a competence in acquisition
managers in a number of leading UK companies in management is whether the firm has the necessary
the chemicals, materials, electronics and utility sec- capabilities to sustain the co-ordinated deployment of
tors to build up detailed case studies of a number of assets to conduct acquisitions and divestments in a
acquisitions they conducted in the UK, Europe and way that contributes to the firm’s strategic goals
North America. The quotations in this paper are from (Sanchez et al., 1996). We see technology manage-
interviews with managers undertaken during the ment in merger, acquisition and divestment as an
course of the study. aspect of a capability in acquisition management.
Capability can be defined as the ability to perform a
This paper considers some of the issues that arise certain business activity. The capability to perform an
in relation to technology management and acqui- acquisition requires a certain combination of
sitions and we draw conclusions as to how these tech- resources, routines and organisation. Following Teece
nology issues can be better managed in M&A and Pisano (1994), we can identify three types of
decision making. In the next section we consider why capabilities: those directed towards the conduct of the
the integration of technology issues into M&A organisation’s current activities; those related to the
decision making may be important and the challenges growth of those activities through investments in pro-
that companies face in trying to do so. In Section 3, ductive capability and market position; and, capabili-
we identify some of the technology issues that are ties in relation to the development of the firm’s activi-
likely to arise in the M&A process. Section 4 focuses ties, typically the introduction of new products and
on the integration of technology into pre-acquisition processes, entry into new markets and the qualitative
decision making. Section 5 considers post-acquisition change in a company’s resources and routines through
technology issues. In Section 6, we conclude by dis- the introduction of new or better resources and rou-
cussing how companies might better integrate tech- tines. The latter capabilities are what Teece and Pis-
nology issues into their M&A decision making. ano call “dynamic capabilities” and we see acqui-
sition management as falling into that category.

2. THE SIGNIFICANCE OF TECHNOLOGY ISSUES IN Trading in whole companies, or more typically

individual business units, provides a way to short-cir-
MERGERS AND ACQUlSlTlONS cuit the process of organic growth by giving immedi-
The active market for corporate control that, in ate access to a productive or market position. In this
particular, characterises the US and UK economies way, merger and acquisition may have a role to play
means that technology strategy is formulated in a in the development of capabilities and competences
business environment where merger, acquisition and within the firm. There is a general perception in the
divestment are a part of everyday business life. The
pervasive character of merger and acquisition activity ’In co-operation with the Office for National Statistics we have gener-
means that most technology managers are likely to be ated a new data set on merger, acquisition and divestment activity
directly or indirectly involved in merger and acqui- involving the UK’s 100 largest companies by R&D expenditure.
(based on the 1997 R&D Scoreboard rankings). We are carrying out
sition management at some stage of their careers. Our a full statistical analysis of this data set which we expect to publish
analysis of Office of National Statistics data on shortly.
merger, acquisition and divestment activity involving ’ In discussing issues of competence and capability we have in mind
the work associated with, amongst others, Nelson and Winter (1982),
UK owned companies illustrates this point. The top Hamel and Prahalad (1994) Teece and Pisano (1994), Montgomery
100 UK-owned companies by R&D expenditure were (1995), Sanchez et al. (1996) and Foss and Knudson (1996).

564 TedmovtionVol.l9Nos.9/9
 Integrating technology into merger and acquisition decision making

literature on the capabilities view of the firm that may absorb management resource with adverse
valuable capabilities are neither tradable not imitable effects and, where acquisition is financed through
but must, instead, be built-up slowly over time debt, the costs of debt servicing may well force a
(Diercikx and Cool, 1989; Barney, 1991). However, reduction in expenditure on R&D, marketing, and
the point about acquisition and divestment is that they other aspects of the existing business (Hitt et al.,
enable capabilities to be traded. In this way, mergers 1990, 1991a, b, 1996).
and acquisitions are a device for overcoming barriers
to growth, in the acquirer, the acquired business or For companies, effective management of tech-
both. At the same time, an important function of nology in mergers and acquisitions can influence
acquisitions and divestments is to provide a route to acquisition success or failure and the impact of acqui-
dispose of those activities, that, for whatever reason, sition on the innovative capabilities of the firm. This
no longer fit the strategy of the relevant business. In can be important even where technology is not the
so doing they greatly reduce the danger of sinking main motive for the acquisition. In such cases, poten-
expenditures in essentially irrecoverable investments. tial acquisition benefits may include technological
Indeed it is just this factor which underpins the ven- synergies through additions to the stock of the firm’s
ture capital support of new business activities. Effec- knowledge and transfer of that knowledge within the
tive management of disposals therefore represents a new combination. This may be particularly significant
way of realising value from technological assets that if, as Kodama argues, technology fusion is increas-
no longer fit the strategy of the relevant business. ingly important and innovations require the bringing
together of different knowledge bases rooted in differ-
There are, of course, an immense range of parti- ent technological traditions (Kodama, 1991). In
cular motives for acquisition and divestment but it addition, there may be efficiency gains from the better
seems that in very few the main motive is access to targeting of resources and cost savings through econ-
technology per se (Kitching, 1967; Chakrabarti, omies of scale and scope. Such efficiency gains have
1990). However, this does not imply that technology been important drivers of merger and acquisition
is an unimportant dimension of the acquisition pro- activity in, for instance, the pharmaceutical and agro-
cess. Quite the contrary, for the management of tech- chemical sectors (Houlder, 1997). Effective manage-
nological assets during and after the acquisition pro- ment of technology in merger and acquisition can help
cess may be a major task for managers irrespective the acquirer realise value from the technological
of the motives for the acquisition. Fundamentally, assets that it acquires and minimise some of the risks
technology issues may have far reaching conse- associated with acquisition (see Table 1).
quences for future strategy and may directly affect the
competitive position of the acquired business and its
new parent. As Goodman and Lawless observe, such 3. TECHNOLOGY ISSUES IN ME ACQUlSlTlON PROCESS
decisions at the interface of technology and strategy
can span long time frames and may be difficult to Despite their potential importance, however, tech-
change once commitments are made (Goodman and nology issues are often relegated to an examination
Lawless, 1994). Indeed, the very fact that technology of fixed assets and patent portfolios in decision mak-
is rarely a major motive presents problems as it is ing on merger, acquisition and divestment. There are
often therefore overlooked in the decision making a number of reasons why this may be the case.
process.
Jemison and Sitkin (1986) identify activity seg-
The potential negative effects of acquisition on mentation in M&A decision making as one impedi-
innovation at the firm level are well known. Many ment to acquisition success. There may be good
acquisitions fail. Poor post-acquisition management reasons, they argue, why the complexity of the activi-
by the acquirer can destroy the very innovative poten- ties surrounding an acquisition and the traditional
tial of the target that it sought to acquire. Whilst atten- roles of the participants lead to task segmentation.
tion here has often focused on the potentially negative The various groups of analysts and specialists may
effect of the acquisition of small high technology have very different perspectives that are difficult to
companies, it may equally be the case when larger integrate. Equally, the only participants with conti-
firms are acquired. If Michael Hitt and his colleagues nuity across acquisition stages are typically the senior
are right, there are opportunity costs associated with managers of the acquirer and the target whilst the
acquisition which may undermine innovation within other groups move in and out of the process as
the acquirer by diverting resources away from the required. Segmentation of this kind, argue Jemison
needs of its existing businesses. The particular and Sitkin, produces conceptually and operationally
demands of the post-acquisition implementation stage different analyses and a disproportionate attention to

Vol. 18 Nos. 8/S 565

TedmovatIon
A.D. James et a/.

TABLE 1. The benefits of effective technology management in M&A

Value realisation Risk minimisation

Real& the objectives of the acquisition in terms of technology acquisition, Ensure accurate identification and assessment of the technological assets of the
technological synergies or efficiency gains target
Maxim& synergies between existing technological assets and acquired Avoid inaccurate valuation of the technological asSets of the target by making a
technological assets clear assesunent of the extent to which that value can be realised and enhanced
Control cost base after acquisition by ensuring that acquisition does not lead to through acquisition
the unnecessary duplication of technological assets Identify any environmental liabilities associated with the acquisition

strategic fit over organisational fit thereby decreasing given weight. Technology managers deal too
the possibility of successful post-acquisition combi- much in “soft” issues where it’s difficult to
nation of the business. In addition, M&A decisions ascribe a value. (Senior technology manager, UK
are often taken in conditions of secrecy and the acqui- Chemical Company).
sition team is likely to be under significant pressure
from senior management and shareholders. As Jemi- The contribution of technical staff is likely to differ
son and Sitkin observe, such pressures mean that depending upon the stage of the acquisition process.
rational decision making may give way to the “thrill Whilst, as we will go on to argue, it may be good
of the chase”. Such pressures mean that management practice to integrate technology issue into each stage
practice tends to emphasise “the deal” (see Macdon- of the acquisition process, we have found that in most
ald and James, 1998) and this, we propose, presents cases the role of technical staff is effectively limited
problems for the integration of technology into the to the due diligence and post-acquisition implemen-
decision making process. tation stages. In fact, they may well be expected to
manage the post-acquisition combination of the tech-
There are good reasons to think, given these cir- nological assets of acquirer and the acquired business
cumstances, that the nature of technology may make having had little input into the research and planning
it particularly difficult to integrate into M&A decision of the acquisition and the design of the post-acqui-
making. Issues related to the innovation process are sition management strategy. This may seem paradoxi-
characterised by uncertainty and rarely reducible to cal given that some notion of gains from post-acqui-
simple analysis. There are some aspects of the target’s sition technological synergies is often used as part of
technology that an acquirer can reasonably assess. It the justification for acquisition. Indeed, an explicit
may be relatively straightforward to come to a judge- value is commonly ascribed to the assumed benefits
ment on fixed assets and patent portfolios and it may of such synergy by the acquirer in its own valuation.
be possible to assess the skills of technical staff Yet, given the challenges of integrating technology
through their CVs and their standing in their pro- issues into M&A decision making, such rationales are
fessional peer community. However, issues that are often vague and incompletely thought through. In this
at the heart of the innovative performance of a firm, we concur with the observations of Foster and Kan-
not least its intangible knowledge assets, may be trow (1988). The experience of one of our case study
extremely difficult to evaluate. Acquisition of tech- companies is not uncommon.
nology involves far more than the transfer of owner-
ship of physical assets and codified technical infor- Superficially it appears that there were - and
mation in that it brings together organisations with are - significant synergies. However, introduc-
distinctive capabilities, values and styles. The caus- ing a relatively high tech component into estab-
ally ambiguous, context-dependent and tacit nature of lished low tech companies was very difficult.
capabilities and the routines that underpin them mean (Business development manager, UK Utility
that their evaluation is likely to be characterised by Company).
uncertainty. As a consequence, the nature of tech-
nology does not sit comfortably with the pressures of The influence of technical staff will, of course, vary
acquisition decision making to come up with quanti- depending on the size and motive for the acquisition.
fiable answers. In a relatively small technology-motivated acquisition
most of the stages may well be conducted by tech-
The views of technology managers and the nology managers with limited input from other func-
weight given to them are a long way down the tions. However, large acquisitions tend to be domi-
line. The focus is finance. Only when the tech- nated by financial and business managers even where
nology side can place a value on something is it there is a substantial technology component. Where

566 Teclmwatiom Vd. 18 Nos. 9/9

non-technology motivations are the key drivers the gence stage. This may well include some “harder”
implications of technology may well be overlooked. data which are proprietary to the company. However,
Finance-driven acquisitions may lead to cuts in a company’s knowledge of the target is likely to vary
investment in technology and even the disposal of greatly depending on the particular acquisition - the
potentially valuable technological assets to realise acquisition may be carried out with full and open dis-
shareholder value. cussion or in conditions of considerable secrecy.
Inevitably, as well, the seller will seek where possible
to present data that helps it realise the highest poten-
4. SEARCH AND VALUATION tial return on its asset sale. Asking the right questions
will determine the success of the due diligence pro-
The _ _task of identifying and valuing technology cess.
owned by another company presents a range of chal-
lenges to the potential acquirer. A number of studies
have emphasised the importance of pre-acquisition Even more than in the valuation of its own R&D
research and planning to acquisition success. Poorly effort, a company’s valuation of the R&D of a poten-
done, the pre-acquisition stage may lead to badly tial acquisition target is likely to involve a substantial
priced and structured deals and a poorly conceived element of judgement. Valuations ascribed to the
post-acquisition management strategy (Haspeslagh “R&D benefits” of post-acquisition operational and
and Jemison, 1991; Smith and Jewell, 1996). Clearly, technological synergies often depend on assessing not
the challenges facing a company in seeking to value only the current R&D stock of the target and its his-
the technology of another company are somewhat dif- toric performance but generating forecasts on the
ferent and more complex than in valuing its own tech- future flow of earnings expected to result from com-
nological effort. In particular: access to information bining the R&D efforts of the acquired business and
on the acquisition target is likely to be more restricted, its new parent. Add to that the time pressures and
at least in the initial stages; the acquirer may wish to high uncertainty that characterise many acquisitions
ascribe a value to intangible assets such as R&D staff and the scope for error can be high.
and their tacit knowledge as well as tangible assets
and the actual returns to the target’s historic R&D
Whatever your forecasts you know they’re going
expenditure; and, acquisition rationales based on
to be wrong. Some things will be better than you
notions of technological synergy between acquirer
think, some worse. (Acquisitions manager, UK
and target may require a figure to be ascribed to fore-
Chemical Company).
cast streams of earnings from the new post-acqui-
sition combination.
What can potential acquirer do to minimise such
In the search for an acquisition target, which may errors? Firstly, they can draw on as wide a range of
well take place in conditions of considerable secrecy, secondary sources of information on the target’s
a potential acquirer will most likely have to depend R&D performance as is practical within the time
on publicly available information on target companies available. This may involve looking not only at pat-
such as annual reports, patent data, information on ents and other published sources but talking to the
new product launches, market research reports and target’s suppliers, users and customers for its products
predicted future projects. These are very much “soft” and services, its ex-employees and the like. Secondly,
and partial measures of the value of a company’s they can seek to ensure that R&D staff with appropri-
R&D and the size and complexity of the target is ate knowledge of the target and its technologies are
likely to determine the quality of these secondary fully involved in the search and due diligence process
sources. Nevertheless, useful data can be gathered. and that where such knowledge is not available within
the company external sources of expertise such as
You wouldn’t believe how bad companies are at technical consultants are used. Thirdly, they can seek
telling the world - it’s amazing what you can to ensure that they generate a valuation of the target’s
learn from this information. (Technology man- R&D that is conservative and reflects the degree of
ager, UK Speciality Chemical Company). uncertainty that normally exists and the challenges of
realising forecast technological synergies during the
In hostile take-overs this is likely to be all the critical post-acquisition management stage. The “thrill
acquirer will have to go on. However, in most acqui- of the chase” that may all too often influence the
sitions an acquirer is likely to rely heavily on the behaviour of the inexperienced or unwary acquisition
additional information provided by the target at the team means that these things may, however, be more
initial stage of negotiations and during the due dili- easily said than done.

Tedmovation
vol.18Nos.8/9 567
 to that of the business that it has acquired. Such hubris
5. ME POST-ACQUISITION PHASE
may not only lead the acquirer to overlook opport-
Underlying the traditional view of acquisitions is a unities for learning from the acquired business but it
presumption that the combination of distinctive firm may destroy the very innovative capacity that the
styles and the transfer of technological knowledge by acquirer has sought to buy. If, as the capabilities
change of ownership is possible, allowing pre-acqui- approach suggests, what the acquiring company is
sition valuations of the benefits of synergies and the buying is a bundle of routines and organisational and
like to be realised during the post-acquisition managerial processes embodied in teams of people
implementation stage. Yet there has been a growing then changing those routines after acquisition may
recognition of the importance of the post-acquisition present dangers. Knowledge generating routines are
implementation stage in relation to acquisition suc- likely to be fragile. Linkages with external (and
cess in general (Datta, 199 1; Haspeslagh and Jemison, indeed internal) sources of technological knowledge
1991) and to the innovative capacity of the acquired may be informal and often specific to individuals.
business in particular (Chakrabarti and Souder, 1987; Consequently the loss of key individual(s) during the
Gamsey and Roberts, 1990; James, 1997; Macdonald acquisition process may destroy such routines. The
and James, 1998). The experience of one leading UK importance of retaining key managerial and technical
utility company that we studied is not uncommon. personnel is emphasised by Chakrabarti (1990) who
found that the turnover of key managerial and techni-
We came in and didn’t take charge. We had a cal personnel following acquisition can negatively
wonderful opportunity to develop new products affect the performance of the acquired business.
in a niche market and kick the company up the Garnsey and Roberts (1990) suggest that, in the case
backside. We seemed to think that it was clever of acquisitions of small new technology firms by
simply buying the company. (Senior technology larger firms, any attempts to redesign a newly
manager, UK Utility Company). acquired unit to conform with existing corporate pat-
terns may create problems of staff retention and
The task during the post-acquisition stage is to undermine innovative capacity.
realise value from the acquired technological assets.
There are a number of potential difficulties that may This analysis has a number of important impli-
have to be faced. Cultural and organisational differ- cations. Crucially, acquisition may require significant
ences between the acquired business and its new par- and often unforeseen changes on the part of the
ent may be important. An acquisition brings together acquirer. This is a major conclusion of our case study
two organisations with distinctive identities, values work. All too often companies make the mistake of
and views of the business world they inhabit. These not appreciating that an acquisition may require as
are likely to have been generated by very different much, or indeed greater, change on their part as for
managerial and organisational processes and built-up the acquired business. The acquirer may need to
over time in response to the unique histories of those develop new organisational structures, new manage-
organisations. Unless carefully managed, the scope ment processes and a new culture. This may take time
for misunderstanding may be great. A firm’s distinc- and considerable effort. Acquisition may represent a
tive identity, its way of operating and its approach to significant growth in the company and its technologi-
business are unlikely to change easily or quickly after cal assets. It may add new product lines, new manu-
acquisition and inertia and even conflict may, as a facturing plants, new R&D centres and new techno-
consequence, characterise the implementation stage of logies. This may involve management of multi-site
the acquisition process. That inertia may exhibit a R&D operations, management of differing organis-
number of forms. Opposition to post-acquisition ational cultures and technology management across
changes in organisation may act as a barrier to the national borders. The scale of the organisational and
realisation of efficiency gains. A “Not Invented Here” managerial changes required will depend on the size
attitude on the part of staff in relation to technology and type of acquisition. Our case studies suggest that,
that is new to their business may present an obstacle in many acquisitions, this process will not occur over-
to realising potential technological synergies. night. Where companies have undertaken major inter-
national expansion the development of appropriate
All too often managers in the acquirer will lay the organisational structures and company culture takes
blame for any such problems at the feet of the busi- time and effort and is an evolving process of trial and
ness that they have acquired. This leads us to a dis- error learning.
cussion of another potential difficulty, namely the
common presumption on the part of the acquirer that Such changes are often undertaken against a back-
its management practices and technology are superior ground of pressure on managers to realise rapid

568 Techovation VOI. 18 Nos. 8/g

returns on the acquisition investment. A climate of case of a large multi-business acquisition more than
patient partnership may well be needed to realise one of these approaches may be used simultaneously
value from the acquired technological assets and it by the new parent depending on the characteristics
may be desirable for an acquired business to be of the acquired businesses and the motives for the
treated as an investment which needs nurturing acquisition. Choice of approach depends upon the
(Chakrabarti and Souder, 1987). Nevertheless, press- motives of the acquirer (Table 2). What is the impor-
ure to obtain a quick return on the acquisition invest- tance to the acquirer of the technological assets of
ment, together with the presumption that the manage- the business it is acquiring? Is the acquirer seeking to
ment practices of the parent are superior, may lead to realise technological synergies? Is it seeking to realise
the imposition of new management practices with the efficiency gains? What are the relative technological
potentially negative consequences that we have noted. strengths of the firms? In cross-border acquisitions, is
the market to be treated as homogeneous or do cus-
There are a number of things that acquirer can do tomer requirements differ between countries? The
which may increase the likelihood of realising value situation may be dynamic and firms may find that they
from acquired technological assets. First, they can need to change their approach in response to new cir-
think beyond the deal to consider the implications of cumstances. For instance, whilst an autonomy
the acquisition for technology in both the acquirer and approach may be the most appropriate at first to nur-
the acquired business and the post-acquisition ture the acquired business and allow it to develop its
approach that can best realise value from the post- technological capabilities, a co-ordination approach
acquisition combination of their technological assets. may be more appropriate to the market exploitation
Second, they can be sensitive to firm differences and of that technology when it reaches the point of com-
the implications of those differences for the mercialisation.
implementation stage. Third, recognising the potential
implications of firm differences, they can plan the
transition phase. The objective of the transition phase
5.1 Conglomerate
should be to complete the transfer of ownership with Under the conglomerate management approach
a minimum of disruption to the business activities of there is little effort by the new parent to understand or
either the acquired business or its new parent. derive direct benefit from the acquired technological
Acquirers can: consider whether a gate-keeping func- assets. Instead, an approach similar to Goold and
tion would be appropriate to manage the transition Campbell’s Financial Control type is used (Goold and
phase; conduct a technology audit to assess what has Campbell, 1987). Business autonomy is high, the
been acquired and whether this differs from its pre- centre does not pretend to have a detailed knowledge
acquisition assessments; and, act to retain key staff. of each business’s products and markets and the plan-
Fourth, managers must accept that they, as well as ning process focuses on budgets, targets and short-
managers in the acquired business, may need to term pay-backs. The centre is most directly active in
change. Fifth, post-acquisition implementation does the management of acquisition and divestment deals
not happen by itself but must be actively managed. and the search for further acquisition targets. With
Left to themselves, managers in both the acquired regard to the companies it acquires, the centre does
business and its new parent are likely to continue to not attempt to manage technology directly to realise
operate as they did before acquisition. technological synergies or efficiency gains from the
change of ownership. Instead, through imposing tight
Don’t depend on good will to promote inte- financial controls, short pay-backs and active moni-
gration. You have got to have real pressure and toring, it seeks to realise value from the acquired tech-
management to make people do what is right for nological assets by increasing the pressure on the
the Group. Otherwise you’ll wait a long time for business unit to seek to more effectively exploit those
it to happen naturally and it might never happen. assets. The introduction of strict budget targets may
(Vice-President for Technology, UK Materials improve returns on technological assets. Altema-
Company). tively, some critics argue, it may lead to short-ter-
mism and reduced incentives to innovate. There is
Sixth, managers need to understand the range of
some case study evidence to suggest that, in certain
different means of realising value from acquired tech-
circumstances, this approach may provide the con-
nology. We have identified five main models.3 In the
ditions for successful technological development after
acquisition by freeing the acquired business of the
‘We note that others have also developed typologies of post-acqui-
sition management approaches. In particular, Haspeslagh and Jemi-
son’s distinction between Preservation, Absorption and Symbiotic inte- Jemison, 1991). However, our proposed models differ in that they
gration approaches has informed our thinking (Haspeslagh and focus primarily on the post-acquisition management of technology.

Tedmovation Vol. 18 Nos. 8/9 569

 A.D. James et a/.

TABLE 2. Approaches to post-acquisition technology management

Approach Importance to the acquirer of Extent of technology

management by the acquirer

Technological assets and Technological synergies Efficiency gains

capabilities of the acquired
business

Conglomerate + + + +
Autonomy +++ + + +
Co-ordination +++ +++ ff ++
Integration ++ +++ +++ +++
Divestment + 0 0 0

+ , Low; + + , medium; + + +, high; 0, negligible.

unwelcome attentions of the corporate technology 5.3 Co-ordination

function and its efforts to realise synergies
(Macdonald and James, 1998). Under the co-ordination approach, the acquirer
seeks to realise value through creating technological
synergies whilst preserving the distinctive character
5.2 Autonomy of the acquirer and the acquired business. We might
Under the autonomy approach, the acquirer places expect this to be appropriate where both the acquired
considerable importance on the technological assets business and its new parent have distinctive techno-
and distinctive capabilities of the acquired business logical capabilities that can be combined to meet
and seeks to realise value through preserving those particular market needs. Equally, it might be used
distinctive capabilities after acquisition. We might where local market needs differ and a localised tech-
expect this to be an appropriate approach in cases nology function is required to adapt technology to
where the acquisition of technology is a principal customer needs. The key management task is to pro-
objective. For instance, where a large pharmaceutical mote technological synergy through the transfer of
company acquires a small biotechnology company. technologies and skills across the organisational
The autonomy approach assumes that attempts to boundary and this may require substantial and on-
combine the distinctive capabilities of acquirer and going management resource. As a minimum, it is
acquired may damage the innovative capacity of the likely to require the creation of new boundary-span-
acquired business. Instead, it emphasises the preser- ning organisational structures, processes and incen-
vation of distinctive technological capabilities and tives to promote relationship building. The technology
accepts the potential costs in terms of duplication of strategy of the acquired business will typically be set
technological assets and limited scope for technologi- through agreement between acquirer and acquired
cal synergy. Under the autonomy approach, the business to collaborate on joint work in areas of mut-
emphasis of post-acquisition management is to protect ual interest. Technical staff are usually promoted
the acquired business from the routines of its new par- within the acquired business only but may be encour-
ent. The technology strategy of the acquired business aged to interact with staff from other R&D centres to
is set by the business itself which will determine pro- promote co-ordination. Changes in the routines and
ject definition and selection. Technical staff are likely capabilities of both acquirer and acquired will be
to be promoted within the acquired business only and necessary. However, these are likely to be limited to
there will be little interaction with staff from R&D areas related to technology transfer. In particular, new
centres in the new parent. Change in the routines and routines may need to be created to manage the
capabilities of both acquirer and its acquired business relationship between the organisations and, where the
are likely to be limited. The advantage of this differences are great, a “technology broker” may need
approach for the acquirer is that it preserves the valu- to be appointed to span the boundary. The approach
able and distinctive capabilities of the acquired busi- may prove difficult to implement where the organis-
ness. For the acquired business, it provides access to ations are very different and the acquired business
complementary assets from the new parent (e.g. fin- seeks to guard its autonomy.
ancial resources and marketing and distribution
infrastructure). The new parent can act as a buffer,
5.4 Integration
protecting the acquired business from the need to
satisfy the shorter-term performance criteria applied Under the integration approach, the acquirer seeks
by the external capital market. to realise value by generating efficiency gains and

570 Tedmovation
Vol.18Nos. 8/S
technological synergies through rationalisation and technology issues into M&A decision making? Our
combination of the acquired technological assets. The focus here is on how a would-be acquirer can best
benefits of these technological synergies and prepare for an acquisition. We believe that this must
efficiency gains are assumed to outweigh the potential begin with a recognition on the part of the acquirer
costs of this approach in terms of any loss of distinc- that the management of acquisitions and divestments
tive capabilities. The key management tasks include: is a firm competence which can confer competitive
creating a single technology strategy and organisation advantage. Acquisition managers must understand
across the whole post-acquisition combination; ident- that in the active market for corporate control that
ifying the strengths and weaknesses of the technologi- characterises the US and UK economy this com-
cal assets and capabilities of each organisation; and, petence can be every bit as important as those com-
the rationalisation and combination of those assets to petences related to the internal innovation process.
maximise synergies. There is likely to be a single Equally, they must understand that the capability to
technology strategy across the whole company with manage technology in acquisitions and divestments is
project definition and selection agreed at the corporate an important aspect of that competence. Managers
level. “Centres of excellence” may be established must also recognise that acquisition may require sig-
with company-wide responsibility for a particular nificant changes on the part of the acquirer as well
technology. In a trans-national company, the location as the acquired organisation and that post-acquisition
of such a centre may be influenced by the strengths management may require considerable managerial
of the science base of a particular country and the resource commitments.
scope to tap in to localised sources of specialist
knowledge. Over time, mobility of technical staff We have identified four ways in which managers
between the acquired business and other R&D centres can foster a capability in acquisition technology man-
within the new parent may be encouraged as part of agement.
their career progression to aid the transfer of tacit
knowledge. Integration requires potentially large (1) Chief Executives must recognise that technology
changes in the routines and capabilities of both the managers need to be appropriately equipped if
acquired company and the acquirer as technological they are to better contribute to acquisition
assets are rationalised and new routines and culture decision making. Technology managers need to
are created. be trained in skills that go beyond technical
specialisms and project management to include
5.5 Divestment general management and strategy and must
develop appropriate tools, methodologies and,
There are circumstances, most particularly in large
processes for technology management in M&A.
multi-business acquisitions, where divestment may
well be an appropriate route to realising value from
(2) Acquisition managers must see those responsible
for technology in terms of the contribution that
acquired technological assets. In particular, this may
they can make to technology strategy rather than
be the case where part or all of the technological
merely narrow technical questions. The tech-
assets of the acquired business are seen as surplus to
nology function’s role ought to include thinking
the requirements of the new parent because of dupli-
about the future direction of the company and the
cation of technological assets or because the tech-
role of acquisitions and divestments within that.
nology or business does not fit the future strategy of
In addition, if acquisition and divestment are part
the company. Equally, a major acquisition may lead
of the company’s on-going strategy, then the
to the divestment of some of the acquirer’s own estab-
technology function should be involved in the
lished businesses. Divestment may take the form of
search process.
the sale of specific technological assets (perhaps the
(3) The acquisition team must recognise that tech-
sale of an R&D centre or its spin-off through a man-
nology issues arise throughout the acquisition
agement buy out) or through the sale of a whole busi-
process and it is therefore important to involve
ness. Divestment requires the accurate valuation of
technology managers at each stage. This may lead
the technological assets and the identification of a wil-
to more realistic valuation and post-acquisition
ling purchaser.
strategy planning. Many forecast “synergies” turn
on a view of the efficiency gains that may be
6. INTEGRATlNG TECHNOLOGY INTO MERGER AND realised from rationalising production and R&D
facilities and/or the technological synergies that
ACQUlW’lON DECISION MAKING may result from new combinations of knowledge,
What lessons can be learnt from our case study skills and expertise. Wider involvement of tech-
research that might help companies better integrate nology managers may make these assessments

Ted~novtiVol.I8 Nos.8/9 571

 more realistic. Equally, the particular character of Datta, D. K. (1991) Organizational fit and acquisition
the technology function means that technology performance: effects of post-acquisition inte-
managers tend to be part of a range of formal and gration. Strategic Management Journal 12, 281-
informal professional and peer networks and can 297.
thus be a useful source of information on other Diercikx, I. and Cool, K. (1989) Asset stock accumu-
companies during the search and valuation pro- lation and sustainable competitive advantage.
cess. Management Science 35, 1504-1514.
(4) The acquisition team must also recognise the real Foss, N. J. and Knudson, C. (1996) Towards a Com-
costs and benefits of acquisition and that these go petence Theory of the Firm, Routledge, London.
beyond the price paid for the business. The costs Foster, R. N. and Kantrow, A. M. (1988) Making post-
of post-acquisition implementation can be sub- merger R&D effective. Research-Technology
stantial. Some of these costs may be difficult to Management 31, 47-5 1.
anticipate before the deal is completed but one Garnsey, E. and Roberts, J. (1990) Growth through
that must be considered is the opportunity cost acquisition for small high technology firms: a case
of post-acquisition implementation. Management comparison. In Building European Ventures, ed.
time and effort spent in managing implementation S. Birley. Elsevier, Amsterdam.
will not be spent on other activities related to the Goodman, R. A. and Lawless, M. W. (1994) Tech-
innovation process in the company. The acqui- nology and Strategy. Oxford University Press,
sition team must also be realistic in terms of the New York.
time it may take to realise value from acquired Goold, M. and Campbell, A. (1987) Strategies and
technological assets. This is likely to vary Styles: The Role of the Centre in Diversified Cor-
depending upon the implementation approach porations. Basil Blackwell, Oxford.
adopted but whilst divestment may realise quick Hamel, G. and Prahalad, C. K. (1994) Competing for
returns, implementation approaches based on the Future. Harvard Business School Press, Cam-
realising technological synergies may take years bridge MA.
rather than months to realise. Above all, managers Haspeslagh, P. C. and Jemison, D. B. (1991) Manag-
must be prepared for the unexpected. ing Acquisitions. The Free Press, New York.
Hitt, M. A., Hoskisson, R. E. and Ireland, D. E. (1990)
Mergers and acquisitions and managerial commit-
ment to innovation in M-form firms. Strategic
Acknowledgements Management Journal 11, 29-47.
The research upon which this paper is based was Hitt, M. A., Hoskisson, R. E., Ireland, D. E. and Harri-
conducted under the Engineering and Physical son, J. S. (1991a) Effects of acquisitions on R&
Sciences Research Council’s Technology Manage- D inputs and outputs. Academy of Management
ment Initiative. We are grateful for their support and Journal 34, 693-706.
in particular the help and advice of John Cammell, Hitt, M. A., Hoskisson, R. E., Ireland, D. E. and Harri-
the programme co-ordinator. We are also grateful to son, J. S. (1991b) Are acquisitions a poison pill
our academic collaborators Professor Stuart Macdon- for innovation?. Academy of Management Execu-
ald and Dr Chris Cart-. Special thanks go to our indus- tive 5, 22-34.
trial collaborators without whom the study would not Hitt, M. A., Hoskisson, R. E., Johnson, R. A. and
have been possible. Needless to say, all errors, omis- Moesel, D. D. (1996) The market for corporate
sions and opinions are the responsibility of the control and firm innovation. Academy of Manage-
authors. ment Journal 39, 1084-l 119.
Houlder, V. (1997) Non-organic growth. Financial
Times, Survey: the chemicals industry, 25 Sep-
REFERENCES tember, p. 5.
Barney, J. (199 1) Firm resources and sustained com- James, A. D. (1997) Effective management of tech-
petitive advantage. Journal of Management 17, nology in mergers and acquisitions - a capabili-
99-120. ties perspective. In Innovation in Technology
Chakrabarti, A. (1990) Organizational factors in post- Management: the Key to Global Leadership, eds
acquisition performance. IEEE Transactions on D. F. Kocaoglu, T. R. Andersson, K. Niwa, D.
Engineering Management 37, 259-268. Milosevic, and M. J. Gregory. Proceedings of the
Chakrabarti, A. K. and Souder, W. E. (1987) Tech- Portland International Conference on the Man-
nology, innovation and performance in corporate agement of Engineering and Technology, Port-
mergers: a managerial evaluation. Technovation land, Oregon, July, pp. 33-35.
6, 103-l 14. Jemison, D. B. and Sitkin, S. B. (1986) Corporate

572 Te.dmovatiionVol.l9Nos.8/9
 acquisitions: a process perspective. Academy of gence. Hawksmere Special Report, Thorogood,
Management Review 11, 145-163. London.
Kitching, J. (1967) Why do mergers miscarry?. Harv- Teece, D. J. and Pisano, G. (1994) The dynamic capa-
ard Business Review 45, 84-101. bilities of firms: an introduction. Industrial and
Kodama, F. (1991) Emerging Patterns of Innovation. Corporate Change 3, 537-556.
Harvard Business School Press, Boston MA. Weston, J. F., Chung, K. S. and Hoag, S. E. ( 1990)
Macdonald, S. and James, A. D. (1998) A dynamic Mergers, Restructuring and Corporate Control.
view of technology acquisition. International Prentice-Hall International, Englewood Cliffs NJ.
Journal of Technology Management (in press). Andrew James is a Research Fellow at PREST (Policy Research
Montgomery, C. (1995) Resource-based and Evol- in Engineering, Science and Technology) at the University of Manch-
ester. His research interests include technology management in merg-
utionary Theories of the Firm. Kluwer Aca- ers and acquisitions, technology strategy and innovation processes in
demic, Dordrecht. the firm and technology management and policy in the defence indus-
Nelson, R. R. and Winter, S. (1982) An Evolutionary try.

Theory of Economic Change. Belknap Press, Luke Georghiou is Professor of Science and Technology Policy
Cambridge MA. and Management at the University of Manchester and Executive Direc-
tor of PREST. His research interests include innovation management
Salter, M. S. and Weinhold, W. S. (1979) Diversij- and policy, evaluation of R&D, technology foresight and science pol-
cation Through Acquisition. The Free Press, icy.
New York. Stanley Metcalfe is Stanley Jevons Professor of Political Economy
Sanchez, R. Heene, A. and Thomas, H. (eds) (1996) and Cobden Lecturer at the University of Manchester, Executive
Dynamics of Competence-based Competition. Director of the ESRC Centre for Research on Innovation and Compe-
tition (CRIC), Manchester and a Director of PREST. His research
Elsevier Science, Oxford. interests include evolutionary economics, history of science and tech-
Smith, I. and Jewell, K. (1996) Commercial Due Dili- nology and science and technology policy.

573
Vd.l8Nos.8/9
Tedtnovatioit
Translations of abstracts

trois collaborateurs industriels dans trois secteurs Integrating technology into merger and
industriels differents. 0 1998 Elsevier Science Ltd.
All rights reserved acquisition decision making
Andrew D. James, Luke Georghiou and J. Stan-
ley Metcalfe
Gefahrenherde in komplexen Produktssystemen: Ange-
legenheiten, die beim Management von Innovation auf- Technovation, 18(8/9) (1998), 563-573
tauchen
Comment integrer la technologie dans les prises de
decision sur les fusions et les rachats
Abriss
Komplexe Produkte und Systeme (CPS) spielen RisumC
eine zunehmend wichtigere Rolle ftir die okono-
mischen Aktivitaten von Firmen, Industrien und Les decisions sur les fusions et les rachats (M&
Nationen. Aufgrund von Veranderungen in Markten A) ont tendance a Ctre dominees par les directeurs
und Technologien hat es in den letzten Jahren eine financiers et commerciaux. Cependant, avec d’une
Verschiebung in Richtung CPS gegeben, besonders part l’importance croissante de la technologie et de
in fortgeschrittenen Industrienationen. Die Bedeutung l’innovation pour la competitivite des entreprises,
von CPS wurde jedoch erst vor kurzer Zeit erkannt d’autre part l’importance continue des fusions, des
und systematisch untersucht. Diese Arbeit konzent- rachats et des cessions, les acheteurs Cventuels peuv-
riert sich auf Probleme oder “Gefahrenherde”, denen ent realiser des gains importants avec une meilleure
Firmen bei der Entwicklung und Produktion von CPS integration des questions de technologie dans leurs
begegnen, und versucht, mehrere gemeinsame rote prises de decision en mat&e de fusions et de rachats.
Faden in sechs eingehenden Fallstudien zu finden, die En particulier, en les aidant a Cviter des erreurs
bei drei zusammenarbeitenden Firmen aus drei ver- comeuses et en reduisant les taux d’echecs dans les
schiedenen Bereichen der Industrie durchgeftihrt fusions et les rachats. De facon plus positive, cela
wurden. 0 1998 Elsevier Science Ltd. All rights pourrait aider les acheteurs a optimiser la valeur
reserved realisee dans le patrimoine technologique qu’ils acqu-
ierent. Sur la base d’une etude de trois ans sur des
fusions et des rachats interessant plusiers d’entre les
principales entreprises britanniques, nous examinons
‘Puntos calientes’ en 10s sistemas de productos com- certains questions technologiques susceptibles d’etre
plejos: temas emergentes en la gestion de la innova- soulevees dans le processus des fusions et des rachats.
Enfin, nous concluons en identifiant quatre fa$ons qui
cion permettent aux directeurs de mieux integrer les ques-
tions de technologie dans les prises de decision dans
les fusions et les rachats. 0 1998 Elsevier Science
Ltd. All rights reserved
Resumen
Zur Integration von Technologie in die Entscheidungs-
Los Productos y Sistemas Complejos (CPS)
tienen una importancia creciente en las actividades fillung bei fusionen und Akquisitionen
economicas de las empresas, las industrias y las
naciones. Debido a 10s mercados y a las tecnologias
cambiantes, se ha visto una tendencia en 10s tiltimos Abriss
arias de acercamiento a 10s CPS, especialmente en las
naciones industrializadas avanzadas. Hate poco, sin Entscheidungen zu Fusionen und Akquisitionen
embargo, que se ha reconocido y que se investigue (M&A) werden tiberwiegend von Finanz- und Ge-
sistematicamente la importancia de 10s CPS. Se schaftsmanagern dominiert. Angesichts der wach-
enfocan aqui 10s problemas o ‘puntos calientes’ senden Bedeutung von Technologie und Innovation
experimentados por las empresas en el desarrollo y la fur die Wettbewerbsfahigkeit einer Firma und der
production de 10s CPS. Se intenta identificar varios fortdauemden Bedeutung von Fusionen, Akquisi-
temas comunes que aparecen en seis cases de estudio tionen und Ubertragungsvertragen gibt es jedoch
a fondo llevados a cabo en tres empresas colabora- potentielle Vorteile fur die Kaufer, wenn sie Aspekte
doras industriales abarcando tres sectores industriales der Technologie besser in ihre Entscheidung zu M&
distintos. 0 1998 Elsevier Science Ltd. All rights A integrieren. Nicht zuletzt konnte dies helfen, teure
reserved Fehler zu vermeiden und die Versagensrate von M&

590 Vd. 18 Nos. 9-9

Tecknovatlon
 Translations of abstracts

A zu senken. Auf der positiven Seite konnte diese

Integration den Kaufem helfen, den Wet-t der Capa& et compitences requises, en particulier par
technologischen Aktivposten, die sie erwerben, besser les petites entreprises, pour I’identification et la saisie
umzusetzen. Auf der Grundlage einer dreijahrigen
Studie zu Fusionen und Akquisitionen, an der einige de technologies nouvelles
der ftihrenden Untemehmen im UK beteiligt waren,
betrachten wir einige der Technologieaspekte, die
wahrscheinlich im Verlauf von M&A auftauchen RBsumd
werden. Zum AbschluB identifizieren wir vier Vor-
La presente communication rend compte des tra-
gehensweise, durch die Manager Technologieaspekte
vaux de recherche, entrepris par une Cquipe
besser in die Entscheidung tiber M&A integrieren
pluridisciplinaire de sptcialistes des sciences
konnten. 0 1998 Elsevier Science Ltd. All rights
humaines et d’ingtnieurs de fabrication, sur les pro-
reserved
blemes de longue date des transferts de technologie.
11se concentre, en particulier, sur le probleme de l’id-
entification et de la saisie de technologies nouvelles,
La integraci6n de la tecnologSa en el proceso decisive aupres des universitts, par les PME @ME). La recher-
relacionado con las fusiones y adquisiciones the comprend une analyse du probleme sur le plan
des relations sociales entre universites et PME ainsi
qu’une tentative d’etude de faisabilite et de consti-
tution d’un site de banque de donnees technologiques
sur le Web (World Wide Web - WWW) que pourrai-
Resumen ent utiliser les PME. Sur la base de concepts decoul-
ant de travaux recents dans le domaine des sciences
Las decisiones en cases de fusiones y adqui-
sociales, relativement aux sciences et a la technologie,
siciones (M&A) suelen ser dominadas por 10s ger-
on estime qu’un Clement-cl6 pour aborder ce pro-
entes financieros y comerciales. Sin embargo, dada la
bleme est de considerer les PME comme des utilisate-
creciente importancia de la tecnologia y la innovation
urs non configures a la fois d’initiatives gouveme-
en lo que influyen en la competitividad de las empre-
mentales et de politiques et de l’innovation
sas y la importancia continua de las actividades de
technologique. 0 1998 Elsevier Science Ltd. All
fusiones, adquisiciones y desinversion, si 10s posibles
rights reserved
adquirientes lograran integrar mejor a 10s temas tec-
nologicos en sus procesos decisivos de M&A posible-
mente aumentarfan sus ganancias. Corn0 minim0 ayu- Notwendiie Rhigkeiten und Kompetenzen zur Identi-
daria a evitar errores costosos y a reducir la tasa de
fracas0 de las fusiones y adquisiciones (M&A). fiiierung und zum Erwerb von neuer Technologie,
Cuanto m&s puede ayudar a 10s adquirientes a realizar besonders fiir kleine Firmen
un valor adicional de 10s bienes tecnologicos adquer-
idos. Se consideran aqui algunos de 10s temas tecnol-
ogicos que probablemente surjan en el proceso de M&
A, basado en un estudio de tres atios de las fusiones
Abriss
y las adquisiciones involucrando a algunas de las mas In dieser Arbeit berichten wir ttber Forschung, die
importantes empresas de1 Reino Unido. Se termina von einem interdisziplinaren Team aus Sozialwissen-
identificando cuatro maneras en las que 10s gerentes schaftlem und Fertigungsingenieuren zum langjah-
podrfan integrar mejor a 10s temas tecnologicos en el rigen Problem des Technologietransfers durchgeftihrt
proceso decisive de M&A. 0 1998 Elsevier Science wurde. Wir konzentrieren uns insbesondere auf das
Ltd. All rights reserved Problem, wie kleine und mittelgrolje Untemehmen
(SMEs) neue Technologien von Universitaten identi-
fizieren und erwerben. Diese Forschung umfal3 eine
Analyse des Problems im Hinblick auf die gesell-
schaftlichen Beziehungen zwischen Universitaten und
Abilities and competencies required, SMEs, und testet die Durchftihrbarkeit, einschliel3lich
Aufbau und Einrichtung, eines World Wide Web
particularly by small firms, to identify (WWW) Sites mit einer technologischen Datenbank
fur den Gebrauch von SMEs. Anhand von Konzepten
and acquire new technology aus neueren Arbeiten in sozialwissenschaftlichen Stu-
dien zu Wissenschaft und Technologie wird argu-
Steve Woolgar, Paula Gomes, Janet Vaux, Jean- mentiert, dal3 der Schlttssel zur Bewaltigung des Prob-
Noel Ezingeard and Robert Grieve lems darin besteht, die SMEs als nicht-konfigurierte
Benutzer von Regierungs- und Richtlinieninitiativen
und technologischer Innovation zu sehen. 0 1998
Technovation, 18(8/9) (1998), 575-584 Elsevier Science Ltd. All rights reserved

Tedmovatiot~
Vol.
18Nos.N-9 591