When analyzing investment decisions, we did not consider in any detail the largest investment decisions that most firms make, i.e., their acquisitions of other firms. Boeing’s largest investment of the last decade was not a new commercial aircraft but its acquisition of McDonnell Douglas in 1996. At the time of the acquisition, Boeing's managers were optimistic about the merger, claiming that it would create substantial value for the stockholders of both firms. What are the principles that govern acquisitions? Should they be judged differently from other investments?
Firms are acquired for a number of reasons. In the 1960s and 1970s, firms such as Gulf and Western and ITT built themselves into conglomerates by acquiring firms in other lines of business. In the 1980s, corporate giants like Time, Beatrice and RJR Nabisco were acquired by other
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This was the case, for instance, with the leveraged buyouts of firms such as RJR Nabisco in the 1980s. Figure 26.1 summarizes the various transactions and the consequences for the target firm. Another firm
Merger
Consolidation
Tender offer
Acquisition of assets
Buyout
Target firm becomes part of acquiring firm; stockholder approval needed from both firms
Target firm and acquiring firm become new firm; stockholder approval needed from both firms.
Target firm continues to exist, as long as there are dissident stockholders holding out. Successful tender offers ultimately become mergers. No shareholder approval is needed.
Target firm remains as a shell company, but its assets are transferred to the acquiring firm. Ultimately, target firm is liquidated.
Target firm continues to exist, but as a private business. It is usually accomplished with a tender offer.
Figure 26.1: Classification of Acquisitions
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A firm can be acquired by its own managers and outside investors The Process of an
It is thought that when firms merge, the price paid by the acquiring firm should be fair value, because that firm is going to invest rationally. Yet, under rational investment, the shareholders of the acquired firm would never sell. For them, the uncertainty of new ownership would reduce the value of the holding. In order to accommodate for cashing out "early", the shareholders of the acquired company must be compensated. The acquiring firm therefore must pay an acquisition premium in order to entice the shareholders of the takeover target. The acquisition premium will depend on the specifics of the deal and the companies involved, where the industry is in the business cycle and whether or not the takeover is hostile (Milano, 2011).
During the late 1950s and early 1960s, several large corporations began acquiring other companies to diversify their operations. Diversification allowed them to offset their losses in a failing industry with profits from other unrelated, successful industries. Such phenomena caused
in 2/3 cases in the beginning of 1980-es share prices of buyers fall down after the deal was announced) because investors and analytics has skepticism about gaining those synergy by acquirer. That happens because that synergy is stochastic. At the same time the key to success in M&A deal is in concerted efforts and warm work after the transaction is closed. Most of M&A advisors don’t get retainer and got paid only when the deal is closed. That is why they may have an interest to make the deal done whatever the economic reasons are and
Although there is a high degree of attention on the financial calculations in these strategic decisions, Cartwright & Cooper (1992) show that 50 percent of all acquisitions fail financially. The reason for this is usually that the human factor plays a larger role than what is recognized during the decision process. According to Buono & Bowditch (1989) most of the problems that affect the result occur internally by the dynamics in the new organization. The human factor is therefore an element that should not be ignored during those strategic changes. A merger is not something that happens to an organization, it happens to the people within the
In order to achieve economic goals, stay competitive and improve market position, firms have to advance with times by executing all kinds of strategies, one of which is acquisition. “An acquisition resembles more of an arm’s-length deal, with one firm purchasing the assets or shares of another, and with the acquired firm’s shareholders ceasing to be owners of that firm” (Sudarsanam, 2003). Serving as an important capital restructuring tool, acquisition offers firms a conceivable opportunity for development by taking over another firm economically and legally. This essay aims to demonstrate that initially firms can achieve growth by the means of the acquisition of another firm, but the long-term effect of acquisition appears to be a
Buyers don’t often prefer this result as their purchase price recovery is pushed to the time of sale or other disposition of target’s stock, and there is no intermediate benefit as corporate stock is not depreciable or amortizable under US tax principles. As such, buyers, in general, prefer to acquire assets which allow faster purchase price
Mergers and acquisitions are practically formed when two or more companies agree to form a new firm or corporation. However, the circumstances surrounding the formation of a merger or an acquisition are what differentiate the two. In mergers, companies are engaged in negotiations to become one while in acquisitions companies do not need to hold prior negotiations since the acquirer buys the shares of the target. Further, acquisitions involve the acquirer wholly absorbing the target company and may be hostile or friendly.
According to the Securities Exchange Board of India (SEBI) Takeover regulations, 2011, the acquirer acquiring shares
Whether you call it a merger or an acquisition, each firm has its own culture, and the smaller entity, if substantially different from the one around it, will continue to survive as a discordant subculture, unless an effort is made to integrate all the players. Frequent mergers leave little opportunity for establishing a value-added firm culture. The surviving firm's culture is absorption, which sooner or later like overeating will probably be self-destructive.
The United States’ market for mergers and acquisitions formally began at the dawn of the 20th century, when industry began to evolve and capital needed to be more efficiently allocated. Economic historians and academics alike have concluded that the market advanced to its current stage through a series of cycles, the first of which began in the early 1900s, that occurred due to technological advances, disproportionate cash flows, and capital displacements. As the economy developed, the market for mergers grew and became more convoluted due to growing consumer bases in virtually all industries and a need for more efficient markets and lower costs.
According to the finance literature, a takeover is a process whereby a firm acquires another firm, resulting in a change of the controlling interest of the acquired firm. Takeovers can occur through acquisitions, proxy contests and going-private transactions. They can be friendly when the management of the target firm is receptive to the bidder offer or they can be hostile when target firm managers resist takeover attempts by using defensive tactics. According to Ross et al (2010), takeovers can result in change of firm policies, layoffs, terminations, or overhaul of business operations.
This brings me to the importance of acquisitions in Businesses. Acquisitions done at the right time can turn around the fortunes of any enterprise. For Example, Founded in 1911, the rapidly growing Swedish pharmaceutical company Pharmacia, showcased its first demonstration of market power with the purchase American rivals Upjohn in 1995 and Monsanto less than five years later. During that time Monsanto, had been developing the anti-inflammatory drug known as “Celecoxib”, which had been eyed by Pfizer during its development stages. Beaten to the punch by Pharmacia, the American Pfizer announced the purchasing deal of Pharmacia as a whole in July 2002 with the transaction tag of $60bn (U.S). Less than seven years later Pfizer would agree to purchase rival Wyeth for approximately $68bn (U.S). Today, Pfizer Inc. is worth as much as twice its value at $172bn (U.S). Taking another example, at one point Bank One Corp was the sixth largest bank in U.S.It was the first of many dominions that would be purchased by the millennials new born that is J.P Morgan Chase. After a string of successful mergers on its own, including its own consolidation of Chicago Corp and the National Bank of Detroit, Bank One’s buying
A Merger and an Acquisition are two different processes. The results can be similar in the end but the the ways the both processes work are different;
The main goal of a business combination is business expansion. The process of two or more companies coming together under a common control in order to expand is known as business combination. There are two methods that a company can expand, which are by internal expansion and external expansion. First, internal expansion is the ability to increase business operations without any outside activities, such as advertising and marketing. Secondly, external expansion is when one company overtakes another company in order to be more successful. External expansion can be achieved through vertical integration, horizontal integration, or through a
A business with a good management and robust internal processes would be quite useful to the buyer and will enable the buyer to improve their own after the merger/acquisition.