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Bührmann-Tetterode NV, was also active in the packaging industry, as a producer
and distributor. In addition, BT supplied office products, was a merchant in paper,
and distributed and serviced graphic and office systems. Finally, VRG or, in full,
Van Reekum-Gepacy NV, was, like BT, a paper merchant,and a distributor of
graphic and office systems. Consequently, there were overlaps between the
activities of the three companies before the merger. Also, formal ties between the
companies were present, in particular in the form of two joint ventures between
KNP and BT, and a share of more than 50 per cent of VRG held by KNP.
In the year preceding the merger, all three companies had experienced a
sharp drop in their profitability, mainly because of adverse economic conditions.
Thus some sort of strategic response seemed appropriate. A merger could,
because of the overlaps between the activities, lead to synergies. For example,
the combination of activities might reduce direct competition and increase bar-
gaining power over suppliers and customers in certain markets. Moreover,
expertise could be exchanged, for instance between the business units that were
involved in paper production and those involved in paper trade. Another advantage
of the merger could be a more efficient use of working capital. A central treasury
department could reallocate funds from business units with a surplus, to busi-
ness units with a shortage of working capital, thus cutting out banks as an
expensive intermediary. However, the primary motive behind the merger may
have been risk reduction.
Paper production is highly cyclical. On the one hand, demand for paper is not
very stable – for instance, because the number of job advertisements that are
printed in newspapers and magazines depends on the state of the economy. On
the other hand, supply cannot be adjusted smoothly to demand fluctuations, since
production involves huge investments in paper mills, which are slow to build up
and slow to break down. The ensuing imbalances between supply and demand
give rise to large price fluctuations. The other activities of the merging companies
were also vulnerable to economic trends, although to a lesser extent than paper
production. For each company, the merger represented entry into new industries,
or diversification, and, as a consequence, an opportunity to reduce risks. If some
parts of the merged company were to be faced with adverse conditions, this could,
at least in theory, be compensated by the better performance of other parts.
Nevertheless, despite these possible advantages, the merger was criticized
after its announcement. For example, sceptics claimed that the merger partly
involved companies that were active in different parts of the same business chain
(like paper production and the subsequent distribution). Therefore, the diversifi-
cation was, at the same time, vertical integration. Vertical integration can actually
make a firm more vulnerable to economic cycles. For instance, if end demand for
paper drops by 50 per cent, a distributor of paper could halve the amount of paper
that is obtained from a paper producer. However, if the paper producer is part of
the same corporation, costs will not be halved, since a large proportion of the
costs is not variable, but tied to the investments in the paper mill. Therefore, ver-
tical integration raises the proportion of fixed costs for a distributor, which, in
turn, increases the chance that the company incurs losses in the case of a drop in
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