23 Mergers and Acquisitions Flashcards

1
Q

Should companies or shareholders diversify

A
  • Why should companies diversify, shouldn’t it be the shareholders job to do this
  • It is far easier and more cost efficient to do on the stock market and allow the companies to focus on maximising returns
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2
Q

What is a merger

A

The term merger is often used to describe the coming together of two companies of roughly equal size in agreement with the management and shareholders of the two groups

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3
Q

What is a takeover

A

Takeover is where one company acquires control of another company, usually smaller. Once the takeover occurs the shareholders of the target company come under entirely new ownership

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4
Q

What are the three types of merger

A
  1. Horizontal
  2. Vertical
  3. Conglomerate
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5
Q

What are horizontal mergers

A
  • Where a merger is between two firms in the same line of business.
  • Firms producing similar or competitive products in the same kind of market
  • Credit Suisse and UBS
  • Reduction in competition and increased market power
    o Greater economies of scale
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6
Q

What are vertical mergers

A
  • Are those between firms in different stages of production and marketing process for some product.
  • An example of such a merger would be a supermarket chain acquiring a food processing product.
  • It may be more profitable to organise different stages in the production process within one organisation rather than relying on contractual arrangements
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7
Q

What are conglomerate mergers

A
  • Involves companies in unrelated line of business.
  • Majority of mergers are conglomerate.
  • They are undertaken to obtain the perceived advantage of diversification and associated reduction of risk.
    o Tries to get rid of the unsystematic risk from industry
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8
Q

Should companies diversify

A
  • Shareholders should be the ones to diversity
  • As managers should just be looking to maximise returns for the shareholders and not themselves
  • Suggests that management should not be diversifying through conglomerate mergers
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9
Q

What are the 11 main reasons for mergers

A
  1. Risk Diversification
  2. Increase Economic Efficiency
  3. Management Acquisition
  4. Lower Financing Costs
  5. Competitive Considerations
  6. As Use of Surplus Funds
  7. Economies of Scale
  8. Economies of Scope
  9. Market Power
  10. Synergy
  11. Survival
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10
Q

Why would companies merge for risk diversification

A

One of the primary reasons for conglomerate mergers is that the overall income stream of the holding company will be less volatile if the cash flows come from a wide variety of products

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11
Q

Why would companies merge for an increase in economic efficiency

A
  • Many small firms are acquired by large firms to improve economic efficiency.
  • Small firm may have a unique product, which may provide the missing ingredient for the greater success of the larger company
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12
Q

Why would companies merge for management acquisition

A
  • A company may recognise that it does not have, nor is likely to have, in the near future a management team of sufficient quality to ensure continued growth.
  • It may seek amalgamation with another company having competent management
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13
Q

Why would companies merge to lower finance costs

A
  • Merged firms are able to borrow more cheaply than separate units.
  • When two firms are separate they can not guarantee each other’s debt
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14
Q

Why would companies merge for competitive considerations

A
  • A firm may wish to undertake a merger in order to prevent this from being done by a rival.
  • Regardless of any other benefit, it maybe justifiable if it prevents competitors from gaining a dominant position
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15
Q

Why would companies merge as the use of surplus funds

A
  • A firm may be generating considerable amounts of cash but has few profitable investment opportunities.
  • Could distribute as increasing dividend payment.
  • Management may turn to mergers as a way of redeploying their cash
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16
Q

Why would companies merge for economies of scale

A
  • Are a natural goal of horizontal mergers.
  • Larger size often leads to lower costs per unit of output.
  • Economies of marketing can arise through the use of common distribution channels or joint advertising.
  • Often referred to as ‘spreading overheads’
    o Sharing of central facilities
17
Q

Why would companies merge for economies of scope

A
  • When it is easier / cheaper to simultaneously manufacture than to individually manufacture
  • Broadening production to allow flexibility and reaction to consumer preferences
18
Q

Why would companies merge for market power

A
  • An important force behind mergers is an attempt to increase market power.
  • This is the ability to exercise some control over the price of a product.
  • If a firm has a large share of the market it often has some degree of control over price.
19
Q

Why would companies merge for synergy

A
  • Combined equity will have a greater value than the sum of its parts.
    o Suppose VA represents value of company A
    o Suppose VB represents value of company B
    o VAB represents the combined value after acquisition
    o Synergy = VAB – (VA+VB)
     Or, Synergy when VAB > VA+VB
  • The increased value comes about because of boost to revenue or reduction in costs.
20
Q

Why would companies merge for survival

A

During difficult times companies may merge for their own survival.

21
Q

What are the key questions to ask surrounding a merger

A

Is the merger/acquisition successful?
* Whether a merger/acquisition is successful depends on the original objective of the company.
In a takeover who really benefits?
* Target company shareholders or acquiring company shareholders?
How can we value a potential takeover?
* Do we have to consider all of the above?

22
Q

How can you tell if a merger is successful

A
  • Whether a merger/acquisition is successful depends on the original objective of the company
  • Are there relevant measurement criteria?
    o Quantitative or qualitative or both?
    o Difficult to set a time period post merger/acquisition as new news comes in but need to give it time to settle
    o Amount of variables, their interactions and the external environment (forecast accuracy … controllable or not?)
23
Q

How can you tell who benefits from a takeover

A
  • In a takeover who really benefits? Target company shareholders or acquiring company shareholders?
  • See Core text pg 839 to pg 844 and pg 852
    o See journal references
    o Link to project if this has been a focus
  • Stock or Cash as payment method
    o Cash has been found to benefit target shareholders more
24
Q

How can you value a potential takeover

A
  • How can we value a potential takeover? Do we have to consider all of the above?
  • See valuation approaches
    o Seminars
    o If sig. debt financing … might be interesting to present the valuation via an APV
  • Use of your knowledge of models
    o Challenges of forecasting
    o Synergies
    o Influence of asymmetric information
  • Asymmetrical information is key to decision point
    o This depends on the efficiency of the market