...Introduction Merger and acquisition both are strategic decision and an aspect of corporate strategy. One plus one makes three: this equation is the special alchemy of a merger or an acquisition. The key principle behind buying a company is to create shareholder value over and above that of the sum of the two companies. Two companies together are more valuable than two separate companies - at least, that's the reasoning behind merger and acquisition. Most histories of merger and acquisition begin in the late 19th U.S. However, mergers coincide historically with the existence of companies. In 1708, for example, the East India Company merged with an erstwhile competitor to restore its monopoly over Indian trade. In 1784, the Italian Monte dei Paschi and Monte Pio banks were united as the Monti Reuniti. In 1821, the Hudson's Bay Company merged with the rival North West Company. Merger The combining of two or more companies, generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stock. Basically, when two companies become one. This decision is usually mutual between both firms. A merger can happen when two companies decide to combine into one entity. According to Webster’s Business Dictionary- “A blending of two or more companies by acquisition, in which one company purchases others and they are absorbed into the parent company, or by consolidation, in which a new corporation is formed to absorb the merging...
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...MERGERS AND ACQUISITIONS TABLE OF CONTENTS |TITLE |PAGE NUMBER | |ABSTRACT |3 | |INTRODUCTION |4 | |THE ACCOUNTING METHODS |7 | | VALUATION |8 | | TYPES OF MERGERS |9 | |WHY MERGERS |12 | |STATUTORY REGULATIONS |13 | |COMPARISON OF MERGERS IN INDIA AND CHINA |16 | |ARCELLOR MITTAL DEAL |17 | |DAIMLER CHRYSLER DEAL |19 ...
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...Overview of Mergers and Acquisitions Mergers and acquisitions have been taking place since World War I, there is a lot of history to why they came about and the changes in regulation as the application of it has progressed. Many companies end because of a merger or acquisition while other companies become market powers because of a merger. Mergers and acquisitions occur for a variety of reasons and there are a number of ways that it can be carried out. Understanding what makes a company successful or unsuccessful can help one understand why a company merges with another company or acquires another company. One must also understand what contributes to making a merger or acquisition a success or a failure. There are many things that keep a company successful. The corporate culture is very important as well as the geographical place that it is in. The people who run it, both upper management and lower management, can also make or break a business. When one of these aspects goes wrong and the company is going down hill a merger or acquisition is a big possibility. In many instances it is the only thing that can save the life of a business. A merger is defined as two firms whom are usually the same size that agree to join as one company that is operated and owned as one (investopedia.com). It is a combination of two companies to create a new company. All of the assets and liabilities of the companies are shared by the one company that is formed. An acquisition is slightly...
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...Mergers and acquisition Introduction Mergers and acquisitions refer to the business strategy involved with combining, buying and selling of companies. Mergers and acquisitions are done mainly for value creation for shareholders. When a company acquires or purchases another company that is called acquisition and when two companies combine together as single new company, it is called a merger. This essay is intended to present an overall idea of mergers and acquisitions. First part of essay will cover types and concept of mergers in brief and second part will elaborate the concept of acquisition and intentions which may cause the acquisitions. Lastly, a conclusion on the basis of the study will be presented. Mergers Merger is "voluntary amalgamation of two firms on roughly equal terms into one new legal entity." (BusinessDictionary.com). From business structural perspective, following are the types of mergers. When two companies are in direct competition and share the same product line, their merger is called horizontal merger e.g Diahatsu Cuore. A supplier’s and a company’s merger is called vertical merger. e.g wood supplier and furniture maker. When two companies have no common business areas, their merger is called conglomeration. e.g a chain of restaurants with a chain of schools. Mergers are always backed by beneficiary intentions which are ultimately for value creation for shareholders. Economies of scale could be attained by a merger. Joint organizations have...
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...Mergers and acquisition Introduction Mergers and acquisitions refer to the business strategy involved with combining, buying and selling of companies. Mergers and acquisitions are done mainly for value creation for shareholders. When a company acquires or purchases another company that is called acquisition and when two companies combine together as single new company, it is called a merger. This essay is intended to present an overall idea of mergers and acquisitions. First part of essay will cover types and concept of mergers in brief and second part will elaborate the concept of acquisition and intentions which may cause the acquisitions. Lastly, a conclusion on the basis of the study will be presented. Mergers Merger is "voluntary amalgamation of two firms on roughly equal terms into one new legal entity." (BusinessDictionary.com). From business structural perspective, following are the types of mergers. When two companies are in direct competition and share the same product line, their merger is called horizontal merger e.g Diahatsu Cuore. A supplier’s and a company’s merger is called vertical merger. e.g wood supplier and furniture maker. When two companies have no common business areas, their merger is called conglomeration. e.g a chain of restaurants with a chain of schools. Mergers are always backed by beneficiary intentions which are ultimately for value creation for shareholders. Economies of scale could be attained by a merger. Joint organizations have...
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...business mergers and acquisitions Introduction 1. Should the government regulate mergers and acquisitions more carefully? 2. Purpose of the Study 3. Scope of Study 4. Method and Procedures Analysis 1. Positive opinions 2. Negative opinions 3. Government action Summary, Conclusion, and Recommendation 1. Summary 2. Conclusion 3. Recommendation Government regulation over business mergers and acquisitions Prepared for Anne Joiner English Professor Central Washington University Prepared by Diep Chu July 18, 2012 To: Senator Joseph Smith From: Diep Chu Date: July 18, 2012 Subject: Government regulation over business mergers and acquisitions I submit the accompanying report, authorized by Anne Joiner, English Professor at Central Washington University, Des Moines, on the research of mergers and acquisitions in market. Available literature and government Web sites were examined in order to answer the question: Should the government regulate mergers and acquisitions more carefully? The report employed secondary research using electronic sources of scholarly articles, government publications, and companies’ articles through the Internet due to the research time and funding limitation. All research was conducted in mid-July, 2012. This research project has been a fantastic experience for me when I get to know more details about the popular issue currently happen in our business market, mergers and acquisitions. I would...
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...basics of mergers and acquisitions processes………..........5 1.1. The economic substance of M&A ………………………………………………5 1.2. Financing M&A…………………………………………………………………9 1.3. Valuation matters……………………………………………………………….11 1.4. M&A failure……………………………………………………………………13 CHAPTER 2 International M&A experience..............................................................16 2.2. The M&A practice in European countries…………………………………….16 2.3. The M&A experience in USA…………………………………………………22 CHAPTER 3 Mergers and acquisitions in Ukraine.....................................................32 3.2. Legislature of Ukraine in the sphere of M&A………………………………...32 3.3. M&A of Ukrainian corporations…………………………………………........33 3.4. M&A of Ukrainian banks……………………………………………………..40 CONCLUSION...........................................................................................................46 REFERENCES...........................….………………………………………………...48 PREFACE Strategic factor in the success of companies on global markets and increasing international competitiveness is the growth their market value. Current global trends show an increasing relevance of financial management, which deals with the dynamics of cost and capital structure of companies, institutions of financial flows. Achieve business objectives may be able through funding than their own and borrowed funds and restructuring of companies through...
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...DUE DILIGENCE MERGER & ACQUISITION BF 2 Wu Yuan (Leo) PRESIDENT UNIVERSITY Definition of Due Diligence Due Diligence term often we read or hear from the media business and law. Suppose the investor will perform due diligence process to the individual/ specific company before deciding to invest. Due diligence is the process of investigation or survey conducted by a party to the other party prior to the signing of the contract of force cooperation among all parties. This process is not a requirement of the law but it is voluntary. But it is really important to do for the sake of prudence prior cooperation or decisions taken into problems later on. Due diligence is a term used for the investigation to the company's performance appraisal or a person, or the performance of an activity to meet the specified standards. The term of this due diligence can be used in showing an assessment of the observance of the law, but the term is generally used to indicate a voluntary investigation activities. Some common examples of the "due diligence" in this example include: * A process of investigation in the implementation of a “business combination” (merger) of acquisition in which an interest in doing and assessment of the company to whom the purchase or appraisal of assets of the company. * An inquiry into the fulfillment of various criteria to the requirements in the certification process of a product or service (e.g. ISO, etc.) The term "due diligence" first came...
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...Recently, there has been a lot of news about companies’ combination deals. Especially, in the telecommunication sector, mergers are the trend of the moment. M&A deals grab headlines, but what does this all mean to investors? This individual research tries to figure out the effects of mergers and acquisitions and what happens to the stock price when a company is bought out. Definition The terms of merger and acquisition mean slightly different things. Merger When two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated, mergers happen. Usually mergers occur in a friendly setting where executives from the respective companies participate in and try to ensure a successful combination of all parts. Mergers are often financed by an all stock deal (a stock swap). An all stock deal occurs when all of the owners of the outstanding stock of either company get the same amount (in value) of stock in the new combined company. Acquisition When one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. Unlike mergers, acquisitions happen through a hostile takeover by purchasing the majority of outstanding shares of a company in the open market. Acquisitions can be carried out in a number of ways, including exchanging cash, stock, debt, or combinations thereof. In an acquisition, shares of the acquiring company continue to trade, while shares of the target...
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...Executive Summary The reason behind mergers and acquisitions is to create more value as two organisations put together would be more valuable than two separate organisations whereas the basic theory behind buying an organisation is to build shareholder value over and above of the sum of the two organisations. Mergers and acquisitions have become a regular occurrence of growth for organisations in the recent years. Organisations are presented with likely wider market share as well as open to a more diversified market. Mergers has most times been seen to be profitable both competition and consumers by allowing companies to run more successfully. It may occasionally lead to decrease competition in some ways and highly complicated as can be seen in today's world. There are laws governing mergers and acquisitions in the UK which is covered in the city Code on Takeovers and Mergers which is created to ensure that shareholders are cared for and not denied the privilege to decide on the value of a takeover and that shareholders of the same standard are afforded equal rights by an offeror. CSR is the process of evaluating a company's impact on the society and assessing their responsibilities. It defines areas of concern and initiatives to better relations with the people as well as the environments affected by business functions. Shell Plc certainly needs to do more to improve the quality of life in the society in which they operate as well as the environment where they...
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...MERGERS & ACQUISITIONS WITH RESPECT TO ORGANIZATIONAL CULTURE INTRODUCTION 1. Mergers and acquisitions have often come in waves of activity that were motivated by different factors. Further 1890 to 1905, more than 200 mergers of major importance occurred as many small companies in the same industries merged to form monopolistic entities. After 1905, merger activity was particularly heavy during the 1920s as small companies in similar industries continued to merge to gain market power. According sources, the capacity of merger activity was also heavy after World War II as large companies completed friendly acquisitions of small privately held companies. Another large wave of mergers occurred in the 1960s and 1970s, motivated largely by the quest for risk reduction through diversification. 2. Investopedia explains “Mergers and Acquisitions – M & A” as general term used to refer to the consolidation of companies. A merger is a combination of two companies to form a new company, while an acquisition is the purchase of one company by another in which no new company is formed (investopedia.com, 2013). 3. M & A and corporate restructuring are a vital part of the corporate financial world. According to Ben McClure everyday Wall Street investment bankers arrange M & A transactions, which bring separate companies together to transform into large ones. 4. Furthermore describing on Mergers and Acquisitions, two terms separately. Mergers: two similar-sized firms are combined –...
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...FACULTY OF ECONOMICS AND BUSINESS ADMINISTRATION MNEs, JVs, and M&As Osho Aquila Adeolu Student number: 2302887 Mergers and Acquisitions, Case Study: JP Morgan Chase &Co Oulu Business School 2013 1 Table of Contents 1 INTRODUCTION ............................................................................................................................... 2 2 HISTORY AND THE M&A PROCESS ............................................................................................. 3 2.1 History .......................................................................................................................................... 3 2.2 The M&A process ......................................................................................................................... 3 3 MOTIVES OF M&A ........................................................................................................................... 5 3.1 Challenges and human side during the merger process ................................................................ 6 3.2 Strategy used by JP Morgan Chase in solving some challenges ................................................... 7 3.3 The success factor of JP Morgan Chase Merger ........................................................................... 8 4 CONCLUSIONS................................................................................................................................ 10 References ................................
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...Mergers and acquisitions 1 Mergers and acquisitions The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity. In the most simplest way, Merger can be defined as how a "Marriage" is whereas an Acquisition is referred to as an "Adoption" of a child Acquisition An acquisition, also known as a takeover or a buyout, is the buying of one company (the ‘target’) by another. Consolidation is when two companies combine together to form a new company altogether. An acquisition may be private or public, depending on whether the acquiree or merging company is or isn't listed in public markets. An acquisition may be friendly or hostile. Whether a purchase is perceived as a friendly or hostile depends on how it is communicated to and received by the target company's board of directors, employees and shareholders. It is quite normal though for M&A deal communications to take place in a so called 'confidentiality bubble' whereby information flows are restricted due to confidentiality agreements (Harwood, 2005). In the case of a friendly transaction, the companies cooperate in negotiations; in the case of a hostile deal, the takeover target is unwilling to be bought or the target's board has no prior knowledge of...
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...Mergers and Acquisitions CHAPTER 21 OPENING CASE I n April 2007, Netherlands-based ABN AMRO and U.K.-based Barclays announced a merger that would create the world’s largest asset manager as well as one of the world’s five largest banks. The value of the deal was about €67 billion ($91.07 billion). Under the terms of the merger, Barclays would offer 3.225 shares of the new company for each share held by ABN AMRO shareholders. Also, ABN AMRO agreed to sell LaSalle Bank to Bank of America for $21 billion, which would result in a €12 billion distribution to shareholders. How do companies like ABN AMRO and Barclays determine whether a merger is a good idea? This chapter explores reasons that mergers should take place, and, just as important, reasons why they should not. There is no more dramatic or controversial activity in corporate finance than the acquisition of one firm by another or the merger of two firms. It is the stuff of headlines in the financial press, and it is occasionally an embarrassing source of scandal. The acquisition of one firm by another is, of course, an investment made under uncertainty, and the basic principles of valuation apply. One firm should acquire another only if doing so generates a positive net present value for the shareholders of the acquiring firm. However, because the NPV of an acquisition candidate can be difficult to determine, mergers and acquisitions, or M&A activities, are interesting topics in their own right. Some of the special...
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...Mergers and acquisitions (M&A) are both aspects of strategic management, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or new location, without creating a subsidiary, other child entity or using a joint venture. Methods to pursue a strategy can be divided into three categories: internal growth, external growth (mergers, acquisitions, disposals) and collaboration (alliances and partnerships). Of course, these conditions can also affect other policies, such as the consolidation of a competitive position or the establishment of an advantage through economies of scale. In this task, we will focus on mergers and acquisitions. 1) Definitions: An acquisition corresponds to the repurchase of an organization by another organization, while a merger is the decision mutually granted by organizations to share their ownership. Most of the acquisitions are friendly: both parts get on the terms of the repurchase, and the direction of the target recommends to his(her) shareholders to accept the offer. However, certain acquisitions are hostile: the buyer proposes then a price to the shareholders of the target against the advice of his managers. The choice of the shareholders is then decisive. The direction(management) of Cadbury so initially rejected the hostile offer of Kraft by looking for a more friendly...
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