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Fundamentals of Mergers and Acquisitions

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FNCE90012 Mergers & Value Enhancing Strategies

Semester 1, 2015

Lecture 1: Fundamentals

Lecture 1: Fundamentals
Overview of Lecture
1. Fundamentals – Takeovers, acquisitions, and mergers – Three examples – Types of mergers 2. Ownership and Control 3. Merger Statistics 4. Why Do Mergers Occur?

Readings
• Brealy, Myers, Allen, 2011, Principles of Corporate Finance, 10th edition, Chapter 31.
1

1. Fundamentals

2

Takeovers, Acquisitions, Mergers and Schemes
• Takeover
– One firm (the bidder) acquires control of another firm (the target) by purchasing the voting shares of the target from the shareholders of the target – The consideration paid by the bidder may be cash and or shares (in the bidder) – Usually conducted on a hostile basis whereby the managers of the bidder do not consult with the managers of the target firm prior to launching the bid – A full takeover involves the bidder acquiring 100% control of the target. A partial takeover involves the bidder acquiring less than 100% control.

Takeovers, Acquisitions, Mergers and Schemes
• Acquisitions
– In general, the purchase of an asset by a firm – Includes purchases of single assets from a supplier or the purchase of the business undertaking and assets of another firm or the purchase of the voting shares of another firm

Takeovers, Acquisitions, Mergers and Schemes
• Merger
– A negotiated deal between the managers of the bidder and the managers of the target which effectively results in the two firms becoming one – There are various ways by which a merger can be effected including (i) a share exchange between the bidder and the shareholders in the target and (ii) a scheme of arrangement – The traditional distinction between a merger and a takeover is the degree of hostility between the bidder and target – A merger is essentially a “friendly takeover”

Takeovers,

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