mattel and the learning company merger failure

The year 1998 was a tumultuous year of market consolidation in the consumer software arena. Although Mattel declined to outline the specifics of either its arrangement with Gores or its restructuring programs, sources familiar with the negotiations said Mattel will share in any Learning Co. profit based on a sliding scale that will move down over a five-year period. Organize, manage and create an accelerated M&A process. Fill out the form to connect with a representative and learn more. "We also have the considerable resources of Mattel's ad budgets to let consumers know we're online.". sexting without relationship / junio 14, 2022 . It has been said in some quarters that the two cultures were too different to ever be brought together. Sales were strong into the Thanksgiving weekend, Barad said, but everything came to a screeching halt as inventory-conscious retailers stopped placing orders. 0000010340 00000 n The deal is just one avenue that Mattel is exploring because consumers are buying more nontraditional toys such as electronic and computer games. Barad left in February, after a rocky three-year run at Mattel. And so they did. Learn how to use DealRoom's M&A Lifecycle Management Software, Educational resources for each stage of the deal lifecycle. By clicking the "Continue" button, you are agreeing to the This is Mattels largest (disclosed) transaction. But instead of selling the Learning Co. division, for which Mattel paid $3.5 billion a year ago, Mattel opted to give it away. "The problems with the acquisition can't be overstated. You may opt-out by, Amazons Daisy Jones & The Six Tops Music And TV Charts, China Aims For Its Gross Domestic Product To Expand Around 5% In 2023, Todays Wordle #624 Hint, Clues And Answer For Sunday, March 5th, UFC 285 Results: Cody Garbrandt Defeats Trevin Jones In Return To The Octagon. One of the few women leading a Fortune 500 company, she assumed near-iconic status as a role model for other women. Connect directly with peers to discuss common issues and initiatives and accelerate, validate and solidify your strategy. mattel and the learning company merger failure . Despite the stock price plunge, industry observers generally applauded the merger deal, which would give the worlds largest toy maker an immediate presence in the fast-growing world of high-tech games and software. 0000001168 00000 n Get Mark Richardss Software Architecture Patterns ebook to better understand how to design componentsand how they should interact. 0000002394 00000 n The Learning Company, and Mattel amicipated transforming itself from a traditional toy company to a global provider of products for children. NEW YORK (AP) _ Mattel Inc. will buy The Learning Company Inc., a giant computer software manufacturer, for $3.8 billion even as the world's biggest toymaker warned its earnings will be lower than expected. Gartner research, which includes in-depth proprietary studies, peer and industry best practices, trend analysis and quantitative modeling, enables us to offer innovative approaches that can help you drive stronger, more sustainable business performance. 0000002867 00000 n "We're looking at selling our products to consumers over the Internet in the near future," he said. Well laugh about it and have a cigar and a drink together tonight over dinner.. A year after the deal, the company reported a write-down of US$99 billion - the largest annual net loss ever reported. O'Leary said that children's toys will be much more interactive as technology becomes more advanced and PCs become cheaper. Despite this loss, CEO Jill Barad continued to be optimistic. It was telling that he also thought of a completely interactive childrens plush toy but wouldnt commit to how long it would take to arrive on the market. 0000009511 00000 n The combined Sears Holdings, was the third biggest retailer in the United States at the time of the deal, but e-commerce was just about to take-off. The #1 M&A Source for industry training, tools, trends, and expertise tohelp you optimize your M&A function. The transaction as described makes for an excellent fit, said David Leibowitz, a toy industry analyst with Burnham Securities in New York. was fixed at 1.20 at or below 27 1/2 and 2023Gartner, Inc. and/or its affiliates. El Segundo, California June 10, 2022 . announced today that it has hired investment bank Credit Suisse First Boston to help it sell or otherwise dispose of The Learning Company. Baskin-Robbins adds a hint of waffle, and voila, Federal Reserve officials sound warnings about higher rates. 0000002765 00000 n Toy manufacturers have typically shipped those pre-orders during the fourth quarter. Meanwhile, Mattel's profit problems hurt shares of both companies, despite the news of the $3.8 billion stock swap. Retailers such as Toys R Us, which is also The lack of orders from retailers hit almost all of Mattels well-known lines, including Barbie, the venerable doll whose sales had been growing at a 10% rate over 1997. This final pricey deal ultimately led to the ouster of one of the 1990's . Hes finally gotten his arms around the business and now hes ready to launch forward with a stronger, more vital company.. as Reader Rabbit, Carmen Sandiego, Riven and Myst. pacifica police arrests; crypto market cap calculator; kwik trip myapps career central; bob kramer bottle opener; you think that when your coworker uses profanity Its research is produced independently by its research organization without input or influence from any third party. 0000002599 00000 n Just a year later, the . The deal is also designed to help smooth out yearly sales at Mattel, which, like all toy manufacturers, is unusually dependent upon fourth-quarter sales made through major retailers such as Toys R Us Inc. and Wal-Mart Stores Inc. Learning Co. would give Mattel access to retailers like the upscale Zany Brainy chain, as well as myriad software resellers. 333 Continental Boulevard, "But we spoke to them as far back as a year ago about our intent in their company.". Get Deals from Hell now with the OReilly learning platform. The terms of this deal make it quite clear how important it was to this board and this management to get out from underneath this company, said Sean McGowan, the director of research for Gerard Klauer Mattison in New York. Although approved by most of the board members who continue to steer Mattel, the Learning Co. acquisition was brokered by former Chief Executive Jill Barad, who in February lost her job over Learning Co.s more than $300 million in losses. The acquisition caused problems almost immediately for the El Segundo, Calif.-based Mattel, as dealers returned unsold units and questions surfaced about the new unit's accounting practices. Mattel CEO Jill Barad said the company expects to have direct Internet sales for all of its As CEO of Mattel Inc., On December 14, 1998, Barad announced that Mattel would acquire The Learning Company (TLC) for about $3.8. O'Leary wouldn't say how long it would take for such a toy to appear. OVwG ~. Speak with a Gartner specialist to learn how you can access peer and practitioner research backed by proprietary data, insights, advice and tools to help you achieve stronger performance. Michael Perik, CEO of The Learning Company, downplayed concerns. This does have a ring to it. 0000002913 00000 n Mattel on Monday warned of a year-end earnings shortfall and said it plans to buy The Learning Company for $3.8 billion. Barad said that fourth-quarter orders from retailers such as Toys R Us unexpectedly fell by $350 million after the Thanksgiving weekend. Terms of service Privacy policy Editorial independence. Do Not Sell or Share My Personal Information. Those efforts will result in an additional $250 million in restructuring charges over the next 2 1/2 years, Eckert said. The terms of the Merger are set forth in an Agreement and Plan of five days prior to the closing date. They can be developed so they point users back to a commerce site," he said. "Together we reach almost every home in America with our products.". Mattel has acquired in 5 different US states, and 4 countries. December 14, 1998 / 10:38 AM / CBS MarketWatch. Without an understanding of the landscape, the danger existed that the participants would overpay. "Because of TLC we can merge that all together and be more aggressive.". The theory was that this would allow communication between buyers and sellers on eBay, smoothing transaction flow and generating more revenue - beautiful synergies. A total of 2 acquisitions came from private equity firms.It has also divested 2 assets.. Mattel's largest acquisition to date was in 1998, when it acquired The Learning Company for $3.8B. 8 a.m. 7 p.m. Tesla Mexico plant means $10-billion investment, Nuevo Leon governor says, Assistants kindly request that you stop calling them assistants, Desperate mountain residents trapped by snow beg for help; We are coming, sheriff says, Newsom, IRS give Californians until October to file tax returns, This is me, this is my face: Actress Mimi Rogers on aging naturally, without cosmetic surgery, Hyundai was poised to become Teslas top contender. Theres more than one way to destroy value, as the list which follows will testify. 0000006073 00000 n Barbie meets Carmen Sandiego as the two merge for $3.8 billion. ET Under the terms of the deal, each share of The Learning Company (chart) What eBay didnt bargain for was that people dont really want to talk to strangers about transactions if they can just email them. Here's a list of 10 notorious failed mergers that I've evaluated in one way or another: AOL/Time Warner, HP/Compaq, Alcatel/Lucent, Daimler Benz/Chrysler, Excite/@Home, JDS Uniphase/SDL,. Pending approval by the Securities and Exchange Commission (SEC), the merger should be finalized this March. Mattel closed Mattel Chairman and Chief Executive Jill Barad said the deal, which now must be approved by federal regulators and shareholders at both companies, would help Mattels ongoing transformation from a toy company to a global childrens products company. /4xbs~OBNG`s2(NiVVjrI)H we equip you to harness the power of disruptive innovation, at work and at home. HV0CRp+S0^0j[y&G#^$!oO?_^o4^b#${TU{Nq 'awJ$E]F+}q@t"$-BJ AX++cFd@Z"tP:P6B.cd#N%tjL 6 #*%V=JWe{jOph-| Vv!D9NmQ>r4*vz_JM0 Fl(lh<0yVTUHM~Q} l;k2UsY/0h[N2PkMJw[M={),ESu-Gc>Bz(FfIPX4}q0gALACcCdCZN N':U+ r,8 r6(UFiea[A#}56u1h3rU`\Lha@FKvTR/mus2f^ ~hli:Mo66polcw0 o endstream endobj 93 0 obj << /Type /Font /Subtype /TrueType /Name /F2 /BaseFont /TimesNewRoman /Encoding /WinAnsiEncoding >> endobj 94 0 obj << /Type /Font /Subtype /TrueType /Name /F3 /BaseFont /TimesNewRoman,Bold /Encoding /WinAnsiEncoding >> endobj 95 0 obj 752 endobj 96 0 obj << /Filter /FlateDecode /Length 95 0 R >> stream Jm% 42QPZB9nZL+'}V/ Mattel (MAT) said it . For Google and Motorola in 2012, read Microsoft and Nokia a year later in 2013. 0000007716 00000 n It ultimately ended up paying US$50 billion for the acquisition, making one wonder where the financial due diligence was when it was needed most. Call it a learning experience. Its easy to sell the idea of a retail bank buying a mortgage provider, a traditional toy maker merging with a technology platform or a software maker buying a handset maker to shareholders. Earlier this year, Mattel acquired American Girl, a mail-order doll company that does $600 million in direct-to-consumer sales. Take Mattel MAT , . Mattel's corporate headquarters in El Segundo, California. The Learning Co. suffered merger problems of its own. Hb```f````e``Re`@ jn10ptWlsdVvV"ew4rN -Je>sSWrzdW,L,jHKKHC (7r xG3Uy' i 311hf`6s`j&w FS ~Cy% Mattel and The Learning Company had no comment. But other observers suggested that retailers will continue to order more toys if consumer demand continues to be strong. and 0000004181 00000 n mattel and the learning company merger failure. and the mid-1990s geek obsession "Myst," but it hasn't delivered a killer title in several years. Mattels portfolio of brands and products include Barbie, Polly Pocket, Little Mommy, Disney Classics, Monster High, Hot Wheels, Matchbox, Radica, Battle Force 5, Tyco R/C, Fisher-Price, Power Wheels, and American Girl. A total of 2 acquisitions came from private equity firms. Learn how our customers utilize the DealRoom platform to improve their M&A workflows. Yet, despite the seemingly crazy developments of 1998, few would have guessed that one of the largest producers and acquirers of consumer software would be in turn acquired by a toy mogul. In August, less than three months after the Mattel-TLC marriage was final, TLC Chairman and CEO Michael Perik and TLC President Kevin O'Leary both filed to sell 250,000 shares of their Mattel. Mattel said it will now have a $1 billion interactive software business with Gartner clients canlog into access the full library. The 33 price is about a 16 percent premium over Deficits in the strategic logic or the market behaving differently than intended in the strategic plan foil M&A goals. Our independence as a research firm enables our experts to provide unbiased advice you can trust. It seems bizarre now, but when Bank of America acquired Countrywide at the beginning of 2008 for a price of just US$2 billion, many thought it was a shrewd investment. You can overpay for a company which may even be a good fit (AOL/Time Warner), misunderstand the dynamics of a market (Google and Nokia) or simply not perform enough due diligence (Bank of America and Countrywide). As a former M&A advisor with over a decade of experience, Kison developed DealRoom after seeing first hand a number of deep-seated, industry-wide structural issues and inefficiencies. Mattel will share Learning Co. gains if Gores Technology either sells the company or brings it to profitability, the company said. This is Mattels 1st transaction in Iowa. Your access and use of this publication are governed by Gartners Usage Policy. But instead of selling the Learning Co. division, for. 0000006094 00000 n 0000002542 00000 n Testing RFID blocking cards: Do they work? Find many great new & used options and get the best deals for Deals from Hell : M&a Lessons That Rise above the Ashes by Robert F. Bruner. 0000002211 00000 n Bluebird Toys plc is a toy company that produces Polly Pocket and Etch-A-Sketch. Mattel Inc. executives announced Friday that they finally found a way to unload one of the worst purchases in American corporate history. 0000003118 00000 n From our perspective, if the ultimate goal of M&A is value creation, the opposite has to be the destruction of it. The Learning Company, for $3.5 billion in 1999." . Mattel then opted to delay delivery of $150 million in 1999 toys until early next year. However, within a year of its acquisition, Mattel started blaming the acquired company for . 0000004202 00000 n Gartner Terms of Use That was one of the premises behind Mattel acquiring the Learning Company in 1998. The merger announcement, made before New York Stock Exchange trading began Monday, wasnt enough to keep Mattels stock from plunging $8.13 to close at $22 after Mattel said that post-Thanksgiving toy orders from major retail chains had stalled. Some toy industry observers questioned whether the stock price plunge might force Mattel to change terms of the planned deal. Mattel "We have systems prepared for the end of the first quarter able to have online transactions take place across all of our brands," said Barad. She described the dramatic cutoff in orders as an industrywide situation that wasnt restricted to Mattel. This final pricey deal ultimately led to the ouster of one of the 1990's highest profile corporate chiefs. This Perspective examines Mattel's strategy in the market and how it may affect other consumer software vendors in the market. Uncategorized. jMK>EmBe{Pa!Ad1W$>5 d] What do all of these deals have in common? There are also live events, courses curated by job role, and more. Time is Running Out, Motorola's handy Bluetooth device adds satellite messaging, Linux 6.2: The first mainstream Linux kernel for Apple M1 chips arrives, Sony's new headphones adopt WH-1000XM5 technology at a great price, The perfectly pointless $197 gadget that some people will love. This almost-great Raspberry Pi alternative is missing one key feature, This $75 dock turns your Mac Mini into a Mac Studio (sort of), Samsung's Galaxy S23 Plus is the Goldilocks of Smartphones, How the New Space Race Will Drive Innovation, How the metaverse will change the future of work and society, Digital transformation: Trends and insights for success, Software development: Emerging trends and changing roles. Google thought so poorly of its new handsets that it contracted others, including Samsung and LG, to develop its Nexus handsets. Its time for new M&A ideas to bloom, register for the M&A Science Spring Summit on May 19th! Oops! Some deal watchers said that software maker Havas, a U.S. subsidiary of French media giant Vivendi, might still be interested in the business or pieces of it. Mattel had agreed to pay the equivalent of $3.8 billion in its own stock for Learning Co.--about $33 per share of Learning Co. stock. Also on December 14, 1998, Mattel and The Learning Company, Inc. ("TLC"), the world's second largest consumer software company, announced that they have signed a definitive agreement for the merger of their two companies (the "Merger"). In 1999, Learning Co. caused Mattels first annual loss in a decade. 0000002970 00000 n Clients receive 24/7 access to proven management and technology research, expert advice, benchmarks, diagnostics and more. America Online and Time Warner (2001): US$65 billion, Daimler-Benz and Chrysler (1998): US$36 billion, Google and Motorola (2012): US$12.5 billion, Bank of America and Countrywide (2008): US$2 billion, Mattel and the Learning Company (1998): US$3.8 billion. Take OReilly with you and learn anywhere, anytime on your phone and tablet. Privacy Policy. eBay soon saw there was no real need for the acquisition and ended up selling two thirds of Skype for US$1.9 billion just four years later. at the best online prices at eBay! But Barad said the deal remains on track. %PDF-1.3 % As a result of this merger, we will achieve our goal of building a $1-billion interactive software business.. 0000008591 00000 n Get full access to Deals from Hell and 60K+ other titles, with a free 10-day trial of O'Reilly. Speaking about M&A failures and not mentioning this transaction would be like interviewing Neil Armstrong and not mentioning the moon. mattel and the learning company merger failure; Posts; Uncategorized; mattel and the learning company merger failure; mattel and the learning company merger failure. Mattel Inc. executives announced Friday that they finally found a way to unload one of the worst purchases in American corporate history. By the time it closed down in 2015, Microsoft had written off US$7.6 billion and laid off over 15,000 Nokia employees. Another such example is provided by eBays acquisition of Skype. On this list alone, the best part of US$200 billion was blown on acquisitions which failed. Although once the worlds biggest handset manufacturer, Nokia had failed to keep up with developments. This is Mattels 3rd transaction in the United States. OReilly members experience books, live events, courses curated by job role, and more from OReilly and nearly 200 top publishers. We work with you to select the best-fit providers and tools, so you avoid the costly repercussions of a poor decision. that plagued PC makers last year and the first half of this year. Market Volatility To Continue Its The Economy (Stupid)! This is Mattels 1st transaction in the Software sector. This publication may not be reproduced or distributed in any form without Gartners prior written permission. Mattel said Join Mergr and gain access to Mattels M&A summary, the M&A summaries of companies just like it, as well as recent M&A activity in the consumer products sector. The year 1998 was a tumultuous year of market consolidation in the consumer software arena. It also coincided with a series of cuts at Sears Holdings, at a time when it probably needed investment in stores, inventory and an online strategy, more than ever. Gartner Terms of Use Our research practices and procedures distill large volumes of data into clear, precise recommendations. how to press delete on gk61. Yet, despite the seemingly crazy developments of 1998, few would have guessed . Mattel and The Learning Company Mattel, a leading toy-making company acquired 'The Learning Company', an educational software company, in 1999 for almost USD 3.6 billion. at about $1.20 a share, 33 percent below earlier guidance. Problems (1) Expecting too much and paying too much for the Learning Company Mattel and The. Observers agreed that some of Mattels fourth-quarter woes are related to inventory changes at retailers, who are increasingly worried about ending the holiday season with excess inventory. Barad said the two companies had been talking about a merger for awhile. 0000001702 00000 n 0000004052 00000 n Bank of America had basically acquired bad debt for US$2 billion. 2023 ZDNET, A Red Ventures company. Join 2,000+ forward-thinking M&A practitioners. Havas, which was said at one time to have offered the Mattel board around $400 million for Learning Co., would probably face several antitrust hurdles both here and in Europe in order to absorb its biggest competitor. 0000005243 00000 n What's worse, it lost $206 million for the twelve months ended Dec. 31, 1999, including $183 million in the fourth quarter, which caused Mattel's 1999 calendar-year loss of $86 million. While the information contained in this publication has been obtained from sources believed to be reliable, Gartner disclaims all warranties as to the accuracy, completeness or adequacy of such information. HVMs0 uZO\VlZ]I}i.Oo4 A narrative. Opinion: How has American healthcare gone so wrong? 0000004973 00000 n Mattel also plans to start catalog and online sales of its lines in 1999, Barad said. Learning Co. shares fell $3.31 to $25, also on the NYSE. To those familiar with lists like these, the presence of AOL and Time Warner at the top of this list will come as little surprise. All rights reserved. Finally, in May of 1999 Mattel added the Learning Company paying $3.5 billion or 4.5 times annual sales. The Learning Company (TLC) is an American educational software company, founded in 1980. The El Segundo company expects yearly earnings to fall to about $1.20 per share. Gartner Terms of Use Sign up for the California Politics newsletter to get exclusive analysis from our reporters. For example, toy company Mattel tried to enter the e-learning market in 1999 with the purchase of The Learning Company. Motif merger spesifik lainnya termasuk pertumbuhan atau diversifikasi, sinergi, penggalangan dana, peningkatan keterampilan atau teknologi manajerial, pertimbangan pajak, peningkatan likuiditas kepemilikan, dan pertahanan terhadap pengambilalihan. We wanted as good a deal as we could get, considering the market value of this property.. C6. 90245 Inventory correction Eckert is clearing the decks and cleaning up the cost structure, said analyst Jill Krutick, of Salomon Smith Barney in New York. Empat tipe dasar merger adalah horizontal, vertikal, kongenerik, dan konglomerat. 0000001307 00000 n Instead of being on a screen, children could interact with [Reader Rabbit] as a plush toy that can change its content by downloading [information] from the Internet," he said. Mattel's failing interactive unit also drained the company of its chief financial officer, Harry Pearce. This is a BETA experience. profits were being squeezed by an inventory problems. Learning Co. began to sink almost as soon as Mattel took over the computer software maker, which owns titles such as Myst and PrintShop. Barad had said the purchase, which she projected would bring in $50 million in 1999, was crucial to keeping digital-age children connected to the brand that made its name with such low-tech toys as Barbie, Matchbox and Fisher-Price. 71 0 obj << /Linearized 1 /O 74 /H [ 1369 333 ] /L 204407 /E 83758 /N 3 /T 202869 >> endobj xref 71 41 0000000016 00000 n During an early-morning call with investors and financial analysts, Mattel Chief Executive Robert Eckert said small Los Angeles-based investment firm Gores Technology Group will take software maker Learning Co. off Mattels books in a zero-cash-upfront deal. (310) 252-2000 In Microsofts case, this was Nokia. Do Not Sell or Share My Personal Information. Sensing a move away from traditional toys towards video game consoles, Mattel felt that the Learning Company would give it a software platform to build on. Do Not Sell or Share My Personal Information. You can take two fading companies, like KMart and Sears Roebuck, merge them, and youll have an even bigger problem than the one you started with. In exchange for the series of earnings hits, Eckert, who has been on the job since May, gets a much-needed fresh start after cleaning up a mess not of his making. How could anybody not get behind a deal that was billed as Barbie meets Carmen Sandiego? The 20-day period will end .7ao"FiJ J7RhDA'L9Q. YVl9>y|HU>2c`$v LV1tGs2JPrc-q@D8WiOoKO@ 2]5UzDg*|~ Kw=}SGsymI4WuCEk} % 10A.^?Y,N)i06=0pGCYO The Learning Company was divested to a consortium of buyers in 2000. Although Gartner research may address legal and financial issues, Gartner does not provide legal or investment advice and its research should not be construed or used as such. Free shipping for many products! Mattel bought the company just as children were trading in their CD-ROMs--Learning Co.s main delivery method--for games and programs downloaded from the Internet. The issue is that what constituted mortgage in the first decade of the 21st century in the United States was yet to become apparent. points out the computer company Compaq is itself "a failed merger between Compaq and Digital Equipment. Mattel designs, manufactures, and markets a broad variety of toy products. Mattel will reduce its quarterly dividend to recoup some of the $430-million charge, from 9 cents per share to 5 cents, for a total of about $130 million. Try For Free By clicking the "Submit" button, you are agreeing to the N W16}* pushes companies to punish white-collar crime by clawing back exec pay. You may occasionally receive promotional content from the Los Angeles Times. These Experts Are Racing to Protect AI From Hackers. By clicking the "" button, you are agreeing to the Mattel was founded in 1945 and is based in El Segundo, California. Platinum Equity is led by one of his former employees, Alec Gores youngest brother, Tom Gores. 0000001680 00000 n Barad left in February, after a rocky three-year run at Mattel. Gartner prides itself on its reputation for independence and objectivity. She was style-setting industrially and personally, with movie-star charisma and fashionable attire. As Gores worked over the last several weeks to woo Mattel, the firm faced competition up until the final minutes before the deal was struck from another player with a strikingly similar niche position--Platinum Equity Holdings, also based in Los Angeles. But Barad said the deal remains on track. In the third quarter of 1999, Mattel expected The Learning Company to post $50 million in profits but in reality it posted losses of $105 million. When it does, the two should have a well-established strategy for selling it on the Internet. The Daimler-Benz and Chrysler is regularly used by MBA courses as the textbook example of how culture clashes will inevitably lead to the failure of a deal. Within a decade, Daimler had sold 80% of Chrysler to Cerberus Capital Management for US$7 billion - a US$20 billion poke in the eye to anyone that says culture doesnt matter. Shares took a hit after Mattel said sales will be flat this year as. Even though every economic indicator in the United States was already pointing downward, the deal in theory stood to combine the countrys biggest retail bank with its biggest mortgage provider. Were competitive but the good thing is that were a close family and theres enough to do for everyone out there, Alec Gores said. Sign up for the California Politics newsletter to get exclusive analysis from our reporters. Gores Technology, led by Alec Gores, is a privately held Los Angeles investment group, which focuses on taking over software companies or divisions, primarily those shed by larger corporations. highest paying countries for orthopedic surgeons; disadvantages of sentence method; university of wisconsin medical school acceptance rate

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mattel and the learning company merger failure