個案總覽

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest merger-and-acquistion transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had already begun to restructure by selling its consumer products businesses, spinning off its chemicals division, and entering into asset swap negotiations with SmithKline Beecham. AHP entered the fray, at least in part, to block the asset swap deal. The case takes students inside the board room and describes the tension generated by the different views of Cyanamid management and its outside directors on the desirability of the takeover. After a tense and painful board meeting that lasted several days, the board voted unanimously to support the offer. A rewritten version of two earlier cases.

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest mergers and-acquistions transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had already begun to restructure by selling its consumer products businesses, spinning off its chemicals division, and entering into asset swap negotiations with SmithKline Beecham. AHP entered the fray, at least in part, to block the asset swap deal. The case takes students inside the board room and describes the tension generated by the fact that Cyanamid's management and its outside directors had different views on the desirability of the takeover. At issue is whether Cyanamid's board will endorse AHP's hostile offer in spite of the fact that management does not support the offer, and instead supports a lower-valued friendly asset swap with SmithKline Beecham. After a tense and painful board meeting that lasted several days, the board voted unanimously to support the offer.

Supplements the (A) case.

Provides a follow-up to the (A) case.

In the wake of market pressure to restructure, American Cyanamid spun off its poorly performing Chemicals Unit into a new publicly traded corporation, Cytec Industries. In addition to weak operations, Cytec inherited the bulk of Cyanamid's environmental and post-retirement health-care liabilities. The market's assessment of Cytec's prospects was grim. Cytec's managers, all long-time Cyanamid employees, were enthusiastic. They believed they could implement changes in Cytec's strategy and corporate culture that would bring about dramatic performance improvement. The spin-off gave Cytec the opportunity to change management style and adopt practices that were more effective and more suitable to its businesses. This case explores the organizational and managerial implications of spin-off transactions.