Mergers and Acquisitions can happen:
Kinds of Mergers and Acquisitions:
Merger or amalgamation may take two structures: merger through retention or merger through solidification. Mergers can likewise be ordered into three sorts from a financial point of view contingent upon the business blends, regardless of whether in a similar industry or not, into level ( two firms are in a similar industry), vertical (at various creation stages or worth chain) and combination (irrelevant ventures). From a lawful point of view, there are various sorts of mergers like short structure merger, statutory merger, auxiliary merger and merger of equivalents.
• Financial synergy for lower cost of capital
• Improving company’s performance and accelerate growth
• Economies of scale
• Diversification for higher growth products or markets
• To increase market share and positioning giving broader market access
• Strategic realignment and technological change
• Tax considerations
• Under valued target
• Diversification of risk
Principle behind any M and A is 2+2=5
There is always synergy value created by the joining or merger of two companies. The synergy value can be seen either through the Revenues (higher revenues), Expenses (lowering of expenses) or the cost of capital (lowering of overall cost of capital).
Three important considerations should be taken into account:
• The company must be willing to take the risk and vigilantly make investments to benefit fully from the merger as the competitors and the industry take heed quickly
• To reduce and diversify risk, multiple bets must be made, in order to narrow down to the one that will prove fruitful
• The management of the acquiring firm must learn to be resilient, patient and be able to adopt to the change owing to ever-changing business dynamics in the industry
Phase 1: Pre-acquisition review: this would include self assessment of the acquiring company with regards to the need for M and A, ascertain the valuation (undervalued is the key) and chalk out the growth plan through the target.
Phase 2: Search and screen targets: This would include searching for the possible apt takeover candidates. This process is mainly to scan for a good strategic fit for the acquiring company.
Phase 3: Investigate and valuation of the target: Once the appropriate company is shortlisted through primary screening, detailed analysis of the target company has to be done. This is also referred to as due diligence.
Phase 4: Acquire the target through negotiations: Once the target company is selected, the next step is to start negotiations to come to consensus for a negotiated merger or a bear hug. This brings both the companies to agree mutually to the deal for the long term working of the M and A.
Phase 5:Post merger integration: If all the above steps fall in place, there is a formal announcement of the agreement of merger by both the participating companies.
Poor strategic fit: Wide difference in objectives and strategies of the company
Poorly managed Integration: Integration is often poorly managed without planning and design. This leads to failure of implementation
Incomplete due diligence: Inadequate due diligence can lead to failure of M and A as it is the crux of the entire strategy
Overly optimistic: Too optimistic projections about the target company leads to bad decisions and failure of the M and A
Example: Breakdown in merger discussions between IBM and Sun Microsystems happened due to disagreement over price and other terms.
