Mergers & Acquisition Flashcards
Intent of M&A
Increase firm’s strategic competitiveness and value
Merger
Two firm agree to integrate their operations on a relatively co-equal basis
Why do firms make acquisitions
- Increase market power (Horizontal, Vertical, Related)
- Overcoming entry barriers
- Cost of new product development
- Lower risk compared to new development
- Diversification
- Competitive Scope
- Develop new capabilities
What problems is a firm facing with acquisitions
- Inadequate evaluation
- Debt
- Inability to achieve synergies
- Too much diversification
- Managers are distracted from day-to-day business
- Too large
- Integration Issues
Lack of communication, fear of job loss, reduction of power, status, control or prestige, increased workload, loss of identity
- which then lead to inability to achieve synergies, loss of key personal and decrease in productivity and innovativeness
Advisors can be useful, but their are incentivied to close deals.
Acquisition
Buys or controlling 100% interest in another firm
Effectiveness of an acquisition determined by
- Complementary assets
- Facilitate integration of firms
- Effective and elaborate DD
- Financial Slack
- Adequate Financing of the deal
- Continue to invest in R&D
- Flexibility and Adaptability
Acquisition purpose
- Strengthening: economies of scale (Absorption)
- Extension: economies of scope (Symbiotic & Absorption)
- Exploration: Entering new, less related areas (Preservation)
The acquisition purpose will have an important effect on the integration strategy
Perspectives on M&A
Partner with the acquired company instead of integrating them. (Still own company)
Issues with partnering instead of integrating
- Do not absorb your targets (Organizational Structure)
- Go after synergies very selectively (Business activities)
- Keep top management intact (top management)
- Do not get too involved in day-to-day operations (operational autonomy)
- Communicate values from early on (VIsion, values)
Framework: Who should partner and who should integrate
See paper
Key question:
- What kind of resources does the acquired company have? - same or complementary
- What will create value after the takeover? - cost reduction or revenue growth
- What kind of company is the acquirer? - hierarchy or collaborative
Takeover
When the target firm did not solicit the acquiring firm’s bid
Hostile acquisition
An unfriendly takeover that is unexpected and undesired by the target firm