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Topic 11: Vertical Mergers (Integration) EC 3322 Semester I – 2008/2009 Yohanes E. Riyanto Topic 11: Vertical Mergers (Integration) EC 3322 Semester I – 2008/2009 Yohanes E. Riyanto EC 3322 (Industrial Organization I) 1

Introduction n General Electric (GE) and Honeywell proposed to merge in 2000 GE planned Introduction n General Electric (GE) and Honeywell proposed to merge in 2000 GE planned to acquire Honeywell. q q n GE a group with diverse businesses (manufactures jet engines for commercial aircraft, television (NBC), financial services (GE Finance). Honeywell a major aerospace firm producing various electrical and other control systems for jet aircraft. The merger deal was approved in the US by FTC/ Dept. of Justice, but blocked by the EU Competition Commission. q q This was a merger of complementary the more Boeing buys firms aircraft engines, it will also buy more related aircraft items It is “like” a vertical merger. Could be beneficial for the merged firms and consumers remove inefficiencies in pricing Why was the merger blocked? Yohanes E. Riyanto EC 3322 (Industrial Organization I) 2

Introduction … n The reason Although it maybe beneficial (removing market inefficiency) people argue Introduction … n The reason Although it maybe beneficial (removing market inefficiency) people argue that vertical mergers can potentially be detrimental if they facilitate market foreclosure by the merged firms refuse to supply non-merged rivals. n Regulators balance these two forces in deciding on the merger. n An example: q A final product requires two inputs in fixed proportions e. g. one unit of each input is needed to make one unit of output. q Input producers and the final product producer are monopolists. q The demand for the final product is P = 140 – Q. q MCs of upstream producers and final producer (other than for the two inputs) are normalized to zero. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 3

Complementary Merger … n Consider first a merger between the two upstream producers? What Complementary Merger … n Consider first a merger between the two upstream producers? What is the impact of such merger? Supplier 1 Supplier 2 Price v 1 Final Producer price P Consumers Yohanes E. Riyanto EC 3322 (Industrial Organization I) 4

Complementary Merger … n The profit of the final producer: n Maximize profit with Complementary Merger … n The profit of the final producer: n Maximize profit with respect to Q. n This gives us the derived demand for each input. n So the profit of input suppliers 1 and 2 are respectively: Yohanes E. Riyanto EC 3322 (Industrial Organization I) 5

Complementary Merger … n Maximize the profit of input suppliers: n Thus, v 2 Complementary Merger … n Maximize the profit of input suppliers: n Thus, v 2 140 n Recall that: n The final product price and profits are: R 1 70 46. 67 R 2 46. 67 70 Yohanes E. Riyanto EC 3322 (Industrial Organization I) v 1 140 6

Complementary Merger … Supplier 1 Now suppose that the two suppliers merge Supplier 2 Complementary Merger … Supplier 1 Now suppose that the two suppliers merge Supplier 2 23. 33 units @ $46. 67 each Final Producer 23. 33 units @ $116. 67 each Consumers Yohanes E. Riyanto EC 3322 (Industrial Organization I) 7

Complementary Merger … Supplier 1 Supplier 2 price v The merger allows the two Complementary Merger … Supplier 1 Supplier 2 price v The merger allows the two firms to coordinate their prices Final Producer price P Consumers Yohanes E. Riyanto EC 3322 (Industrial Organization I) 8

Complementary Merger … n The profit of the final producer: n Maximize profit with Complementary Merger … n The profit of the final producer: n Maximize profit with respect to Q. n This gives us the derived demand for each input. n So the profit of input suppliers 1 and 2 are respectively: Yohanes E. Riyanto EC 3322 (Industrial Organization I) 9

Complementary Merger … n Maximize the profit of input suppliers: n This is the Complementary Merger … n Maximize the profit of input suppliers: n This is the cost of the combined input: the merger has reduced costs to the final producer Recall that: n The merger has reduced the final product price: This is greater than the consumers gain combined pre-merger The final product price and profits are: profit This is greater than the pre-merger profit Yohanes E. Riyanto EC 3322 (Industrial Organization I) 10

Complementary Merger … n A merger of complementary producers has: q Increased profits of Complementary Merger … n A merger of complementary producers has: q Increased profits of the merged firms. q Increased profit of the final producer. q Reduced the price charged to consumers. Everybody gains from this merger: a Pareto improvement! Why? n This merger corrects a market failure. q Prior to the merger, the upstream suppliers do not take full account of their interdependence. q q Reduction in price by one of them reduces downstream costs, increases downstream output and benefits the other upstream firm But this is an externality and so is ignored Merger internalizes the externality. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 11

Vertical Merger n The same result arises in vertical mergers: mergers of upstream and Vertical Merger n The same result arises in vertical mergers: mergers of upstream and downstream firms. n Merger can lead to a general improvement because of the elimination of double marginalization (successive mark-up problem). n An example: q q 1 upstream and 1 downstream monopolist (e. g. manufacturer and retailer). The upstream firm has MC=c sells its product to the retailer at retail price r per unit. The retailer has no other costs also assume one unit of input gives one unit of output. The retail demand is P = A – BQ Yohanes E. Riyanto EC 3322 (Industrial Organization I) 12

Vertical Merger … Marginal costs c Manufacturer wholesale price r Price P Consumer Demand: Vertical Merger … Marginal costs c Manufacturer wholesale price r Price P Consumer Demand: P = A - BQ Yohanes E. Riyanto EC 3322 (Industrial Organization I) 13

Vertical Merger … n Consider the retailer’s decision q Identify profit-maximizing output. q Choose Vertical Merger … n Consider the retailer’s decision q Identify profit-maximizing output. q Choose the profit maximizing price. Price A marginal revenue downstream is MR = A – 2 BQ marginal cost is r equate MC = MR to give the quantity Q = (A - r)/2 B Demand identify the price from the demand curve: P = A - BQ = (A + r)/2 (A+r)/2 profit to the retailer is (P - r)Q which is πD = (A - r)2/4 B r MC A-r MR A/2 B profit to the manufacturer is (r-c)Q which is πM = (r - c)(A - r)/2 B Quantity A/B 2 B Yohanes E. Riyanto EC 3322 (Industrial Organization I) 14

Vertical Merger … Suppose the manufacturer sets a different price r 1 Price A Vertical Merger … Suppose the manufacturer sets a different price r 1 Price A Then the downstream firm’s output choice changes to the output Q 1 = (A - r 1)/2 B Demand r 1 and so on for other input prices demand for the manufacturer’s output is just the downstream marginal revenue curve r MC Upstream Demand MR A - r 1 2 B A - r A/2 B 2 B Yohanes E. Riyanto A/B Quantity EC 3322 (Industrial Organization I) 15

Vertical Merger … the manufacturer’s marginal cost is c upstream demand is Q = Vertical Merger … the manufacturer’s marginal cost is c upstream demand is Q = (A - r)/2 B which is r = A – 2 BQ upstream marginal revenue is, therefore, MRu = A – 4 BQ equate MRu = MC: A – 4 BQ = c Price A Upstream demand c MRu the manufacturer’s profit is (A-c)2/8 B Demand (A+c)/2 while the cons. (retail) price is (3 A+c)/4 so Q*=(A-c)/4 B the input price is (A+c)/2 the retailer’s profit is (A-c)2/16 B MC MR A/4 B A/2 B A/B Quantity (A-c)/4 B Yohanes E. Riyanto EC 3322 (Industrial Organization I) 16

Vertical Merger … n Suppose that the retailer and manufacturer merge. q Manufacturer takes Vertical Merger … n Suppose that the retailer and manufacturer merge. q Manufacturer takes over the retail outlet. q Retailer is now a downstream division of an integrated firm. q The integrated firm aims to maximize total profit. q Suppose that the upstream division sets an internal (transfer) price of r for its product. q Suppose that consumer demand is P = P(Q). q Total profit is: n Upstream division: (r - c)Q n Downstream division: (P(Q) - r)Q n The internal transfer price nets out of the profit calculations The aggregate profit: (P(Q) - c)Q Yohanes E. Riyanto EC 3322 (Industrial Organization I) 17

Vertical Merger … the integrated demand is P(Q) = A - BQ marginal revenue Vertical Merger … the integrated demand is P(Q) = A - BQ marginal revenue is MR = A – 2 BQ This merger has benefited the two merger has marginal cost is c This firmsbenefited consumers profit-maximizing output requires Price so the that A – 2 BQ = c so Q* = (A – c)/2 B so the retail price is P = (A + c)/2 A Demand (A+c)/2 c MR (A-c)/2 B Yohanes E. Riyanto aggregate profit of the integrated firm is (A – c)2/4 B MC Quantity A/B EC 3322 (Industrial Organization I) 18

Vertical Merger … n Vertical merger (integration) increases profits and consumer surplus How? q Vertical Merger … n Vertical merger (integration) increases profits and consumer surplus How? q q n Integration removes double marginalization. What if manufacture were competitive? q q n Firms have some degree of market power (successive monopoly) when separated set P>MC. The retailer plays off manufacturers against each other obtains input at MC. The retailer obtains the integrated profit without integration. Why worry about vertical integration? q There are two possible reasons: 1) price discrimination and 2) vertical foreclosure. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 19

Vertical Merger & Price Discrimination n Upstream firm selling to two downstream consumer markets Vertical Merger & Price Discrimination n Upstream firm selling to two downstream consumer markets different demands in the two markets. the seller wants to price discriminate between these markets set v 1 < v 2 v 1 v 2 va Market 1 P D 1 P Market 2 D 2 Q Q n but suppose that buyers can arbitrage then buyer 2 offers to buy from buyer 1 at a price va such that v 1 < va < v 2 arbitrage prevents price discrimination if the seller integrates into market 1 arbitrage is prevented Merger leads to price reduction in one but also leads to increased price in the other market some consumers gain and other loose ambiguous welfare effect. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 20

Vertical Merger & Foreclosure n Vertically integrated firm may refuse to supply other firms Vertical Merger & Foreclosure n Vertically integrated firm may refuse to supply other firms so integration can eliminate competitors (anti-competitive). suppose that the seller is supplying three firms with an essential input the seller integrates with one buyer if the seller refuses to supply the other buyers they are driven out of business is this a sensible thing to do for the integrated firm? Yohanes E. Riyanto EC 3322 (Industrial Organization I) 21

Vertical Merger & Foreclosure … n Vertical foreclosure may reduce competition offsets benefits of Vertical Merger & Foreclosure … n Vertical foreclosure may reduce competition offsets benefits of removing double marginalization. n But for this to work: q q n Foreclosure has to be a credible strategy for the merged firms. Foreclosure must be subgame perfect. Consider two models of foreclosure: q q n Salinger (1988) with Cournot competition. Ordover, Saloner and Salop (1990) with Bertrand competition. Example: Suppose that there are some integrated firms (i) and some independent upstream and downstream producers (n). Yohanes E. Riyanto EC 3322 (Industrial Organization I) 22

Vertical Merger & Foreclosure … n Profit of an integrated firm: n Profit of Vertical Merger & Foreclosure … n Profit of an integrated firm: n Profit of an independent upstream firm: n Profit of an independent downstream firm: n The integrated firm will neither source nor sell in the independent market. n For the independent upstream firms to survive requires: n The downstream unit of an integrated firm obtains input at cost c. U. n Buying from an independent firm costs PU>c. U thus, the downstream division will not source input externally. n Now, suppose that an upstream division of an integrated firm is selling to independent downstream firms, it earns PU - c. U on each unit sold. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 23

Vertical Merger & Foreclosure … n Divert one unit to its own downstream division: Vertical Merger & Foreclosure … n Divert one unit to its own downstream division: this leaves the downstream price unchanged it earns PD - c. U - c. D on this unit diverted. n An independent downstream firm to survive requires: PD - PU - c. D > 0. n Thus for, PD - c. U – c. D > PU – c. U, we require PD - PU - c. D > 0. n Hence, the upstream division will not sell the input externally (to independent downstream firms). n Foreclosure exists although it may not necessarily be always harmful: q It reduces the number of buyers in the upstream market. q It increases prices charged by independent sellers to non-integrated downstream firms, but integrated downstream divisions obtain input at cost. q It puts pressure on non-integrated downstream firms. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 24

Vertical Merger & Foreclosure … n If there are “enough” independent upstream firms, the Vertical Merger & Foreclosure … n If there are “enough” independent upstream firms, the anti-competitive effects of foreclosure will be offset by the cost advantages of vertical integration (elimination of double marginalization). n There also strategic effects that may prevent foreclosure Ordover, Saloner and Salop (1990) OSS. n Example: 2 downstream and 2 upstream firms. downstream firms make differentiated products upstream firms make homogeneous products. n Firms engage in price competition. n Suppose that U 1 merges with D 1, suppose also that they credibly refuse to supply D 2. Hence, U 2 is a monopoly supplier to D 2. n U 2 and D 2 set prices reflect double marginalization so they may well choose to merge also, but U 1 and D 1 can foresee this and so may choose not to merge. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 25

Vertical Merger & Foreclosure … n The OSS analysis thus far, requires that there Vertical Merger & Foreclosure … n The OSS analysis thus far, requires that there is no other source of the input supply. If there is such a source this will constrain U 2’s price may make merger of U 2 and D 2 less likely. n Also, U 1&D 1 may try to undermine the merger another way, e. g. : q q Setting a price such that U 2 and D 2 have no incentive to merge. q n By offering to supply D 2 undercutting U 2. Thus, there will be no complete foreclosure. Note that there is a timing problem with this analysis: q U 1 and D 1 decide whether or not to merge. n n q If they do not, the market continues as is. If they do, they seek to undermine a merger of U 2 and D 2. But if U 1 and D 1 don’t merge U 2 and D 2 have a strong incentive to merge Yohanes E. Riyanto EC 3322 (Industrial Organization I) 26

Oligopolistic Vertical Merger n Consider 2 upstream firms and 2 downstream firms. n Upstream Oligopolistic Vertical Merger n Consider 2 upstream firms and 2 downstream firms. n Upstream firms are Cournot competitors and produce a homogenous intermediate good used in the final good production. n Downstream firms are also Cournot competitors and are producing a homogenous final good. n Technology 1 unit of final good requires 1 unit of intermediate good. n Each upstream firm has MCU=c. U and each downstream firm has MCD=c. D. n The demand faced by the final good producers: P=A - BQ=A - B(q 1+q 2). n Three stage game solve by backward induction for the subgame perfect Nash equilibrium. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 27

Oligopolistic Vertical Merger … n 1 st stage: Upstream and downstream firms decide simultaneously Oligopolistic Vertical Merger … n 1 st stage: Upstream and downstream firms decide simultaneously whether or not to vertically integrate. If vertical mergers take place assume that downstream firm 1 (2) merges with upstream firm 1 (2). n 2 nd stage: Non merged upstream firms compete in quantities generating price PU for the intermediate good. Merged upstream firms supply the intermediate good to their downstream divisions at MC=c. U. n 3 rd stage: Downstream firms compete in quantities. n Two possible cases in stage 3: without vertical mergers and with vertical mergers. n Without vertical mergers: q 3 rd stage: each downstream firm faces marginal cost: PU+c. D. They compete ala Cournot thus: Yohanes E. Riyanto EC 3322 (Industrial Organization I) 28

Oligopolistic Vertical Merger … No Merger Upstream Mkt. (Cournot) c. U U 1 PU Oligopolistic Vertical Merger … No Merger Upstream Mkt. (Cournot) c. U U 1 PU Downstream Mkt. (Cournot) c. D PU D 1 U 2 c. U PU D 2 c. D PU PD=A - B(q 1+q 2) Yohanes E. Riyanto EC 3322 (Industrial Organization I) 29

Oligopolistic Vertical Merger … U 1&D 1 Merger Upstream Mkt. (U 2 is a Oligopolistic Vertical Merger … U 1&D 1 Merger Upstream Mkt. (U 2 is a monopoly) c. U U 1 c. U Downstream Mkt. (Cournot) c. D c. U D 1 U 2 c. U PU D 2 c. D PU PD=A - B(q 1+q 2) Yohanes E. Riyanto EC 3322 (Industrial Organization I) 30

Oligopolistic Vertical Merger … U 1&D 1 Merger U 2&D 2 Merger Upstream Mkt. Oligopolistic Vertical Merger … U 1&D 1 Merger U 2&D 2 Merger Upstream Mkt. c. U U 1 c. U Downstream Mkt. (Cournot) c. D c. U D 1 U 2 c. U D 2 c. D c. U PD=A - B(q 1+q 2) Yohanes E. Riyanto EC 3322 (Industrial Organization I) 31

Oligopolistic Vertical Merger … 1 st stage (t=1) U 1 – D 1 and Oligopolistic Vertical Merger … 1 st stage (t=1) U 1 – D 1 and U 2 – D 2 decide whether or not to merge. Possible configurations: No merger: 1. No merger With merger: 2. U 1&D 1 ; U 2&D 2 3. U 1&D 1 Yohanes E. Riyanto 2 nd stage (t=2) 3 rd stage (t=3) Upstream quantities are determined. Downstream quantities are determined. If there is no merger we have Cournot Competition between U 1 and U 2. D 1 and D 2 compete in a Cournot fashion. If (U 1&D 1 ; U 2&D 2) prevail U 1 supplies D 1 and U 2 supplies D 2 at cost. If (U 1&D 1) prevails U 1 supplies D 1 at cost, but U 2 supplies D 2 at a monopoly price. EC 3322 (Industrial Organization I) 32

Oligopolistic Vertical Merger … n Without vertical mergers …: q The downstream profit can Oligopolistic Vertical Merger … n Without vertical mergers …: q The downstream profit can be derived as: q The derived demand for intermediate good for the upstream firms: q We can write the derived demand as: q Which is the standard linear demand P=a-b. Q, with a=A-c. D and b=3 B/2. q 2 nd stage: The upstream firms compete ala Cournot gives us: Yohanes E. Riyanto EC 3322 (Industrial Organization I) 33

Oligopolistic Vertical Merger … n Without vertical mergers …: q The aggregate upstream quantity: Oligopolistic Vertical Merger … n Without vertical mergers …: q The aggregate upstream quantity: q The equilibrium upstream price: q Profit of each upstream supplier: q Equilibrium output and profit for each downstream firm: q Suppose: A=100, B=1, c. U=c. D=23 Yohanes E. Riyanto EC 3322 (Industrial Organization I) 34

Oligopolistic Vertical Merger … n With two vertical mergers (U 1&D 1; U 2&D Oligopolistic Vertical Merger … n With two vertical mergers (U 1&D 1; U 2&D 2) q Both downstream divisions are supplied at marginal cost c. U each downstream firm will have MC=c. U+c. D. q 3 rd stage: Cournot output of the downstream divisions: q Since input is supplied at cost, there will be no profit from the upstream divisions the profit of each vertically integrated firm is equal to the profit of the downstream division. q Suppose: A=100, B=1, c. U = c. D = 23 Yohanes E. Riyanto EC 3322 (Industrial Organization I) 35

Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) q Suppose Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) q Suppose that upstream firm 2 sets a price p. U for its intermediate food hence the downstream firm 2 has MC=PU+c. D, while the downstream firm 1 has MC=c. U+c. D. q D 1 is a low-cost firm and D 2 is a high-cost firm in the final good market. q 3 rd stage: Cournot downstream outputs and profits can be derived: Yohanes E. Riyanto EC 3322 (Industrial Organization I) 36

Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) … q Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) … q 2 nd stage: The independent upstream firm has monopoly power so we know PU>c. U and thus q The derived demand for the independent upstream firm can be derived using: q Given this demand function faced by the independent upstream firm, the optimal monopoly quantity is: q The equilibrium price for the intermediate product is: Yohanes E. Riyanto EC 3322 (Industrial Organization I) 37

Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) … q Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) … q Profit of the independent upstream firm is: q Using the resulting optimal PU, we can derive the optimal equilibrium outputs and profits in the downstream market: q Here, the merger (U 1&D 1) makes U 2 a monopoly supplier to D 2, however D 2 is the high cost firm relative to D 1, so profits of U 2 falls. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 38

Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) … q Oligopolistic Vertical Merger … n With one vertical merger (U 1&D 1) … q 1 st stage: The choice of organizational form: Firms 2 U 2 and D 2 do not integrate Firms 1 U 1 and D 1 do not integrate n With our numerical examples: A=100, B=1, c. U = c. D = 23 Yohanes E. Riyanto $360; $360 $202. 5; $ 506. 25 $506. 25; $ 202. 50 We have prisoners’ dilemma situation. $324; $ 324 EC 3322 (Industrial Organization I) 39

Oligopolistic Vertical Merger … n Interpretation of the results: q D 2 is high Oligopolistic Vertical Merger … n Interpretation of the results: q D 2 is high cost firm when the merger U 1&D 1 takes place it reduces its output relative to the output when there is no merger U 1&D 1 becomes a low cost firm due to the merger it expands its output relative to when it does not merge. n Output expansion of firm 1 offsets the output contraction of firm 2 aggregate output rises & the retail price falls consumers benefit. q We have prisoner's dilemma game. q Vertical merger (integration) removes inefficient double marginalization (1) q Vertical merger (integration) reduces the downstream cost for an integrated firm it makes the downstream market more competitive (2). q Vertical merger (integration) reduces competitive pressure on non merged firms in the upstream market U 2 becomes a monopoly vis-à-vis D 2 (3) q When there is only 1 merger (1)&(2) dominates (3) retail price ↓. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 40

Oligopolistic Vertical Merger … n Interpretation of the results: q q If there is Oligopolistic Vertical Merger … n Interpretation of the results: q q If there is only 1 merger, the non-merged rivals suffer but consumers gain, as the retail price falls so the welfare impact is actually ambiguous. Moreover, U 2 and D 2 can also merge to mitigate the negative impact of the merger U 1&D 1 so it is important to acknowledge that rivals will respond strategically. n q q When rivals also merge welfare impact is positive retail price ↓↓. Back to GE & Honeywell merger plan it is puzzling why it was rejected in Europe? maybe because rivals may not be able to merge? Or maybe because of the fear the GE&Honeywell will be able to price discriminate. Usually, it is more often the case that Horizontal Merger faces tougher scrutiny than Vertical Merger. Yohanes E. Riyanto EC 3322 (Industrial Organization I) 41

Alternative Solutions to Vertical Merger n Vertical merger is just one solution to remove Alternative Solutions to Vertical Merger n Vertical merger is just one solution to remove the double marginalization it may be costly if we consider the fact that merger is costly. n Other alternative solutions the upstream firm can impose vertical restrictions (restraints): q q Vertical price restraints: e. g. resale price maintenance (RPM) retailer agrees to sell at manufactured specified price. Restrictions on the right of retailers: n Cannot carry other brands exclusive dealing. n Exclusive territory. q Franchising. q Others … Yohanes E. Riyanto EC 3322 (Industrial Organization I) 42