Irrespective of the type of merger, there are at least two firms involved. One, the buying company that acquires the other company, and survives after merger. This firm is known as an acquiring firm or transferee company. The other is the company, which is merged and loses its identity in the process. This is called the acquired company, or transferor company or the target firm. There are various modes in which the acquiring firm can attempt a merger move and therefore, merger can also be classified on the basis of initiative style or the procedure adopted by the acquiring firm. These are as follows:
1. Negotiated Merger
It is also called friendly merger. In this case, the management/owners of both the firms sit together and negotiate for merger. The acquiring firm negotiates directly with the management of the target firm. So, the willingness of the management of the target firm is implied here. If the two firms reach an agreement, the proposal for merger may be placed before the shareholders of the two companies.…
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A merger, which results in meeting the test of increasing the wealth of the shareholders, is said to contain synergistic properties. Synergy is the increase in value of the firm combining two firms into one entity i.e., it is the difference value between the combined firm and the sum of the value of the individual firms. There may be various sources for this extra value arise i.e., the increase in wealth of the shareholders as a result of merger. The key to the existence of synergy is that the target firm controls a specialized resource that becomes more valuable when combined with the bidding firm’s resources. The sources of synergy of specialized resources will vary depending upon the merger.
In case of horizontal merger, the synergy comes from some form of economies of scale, which reduce costs, or from increased market power, which increases profit margins and sales. There are several ways in which the merger may generate operating economies.…
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A firm having all or any of the following features may provide a temptation to an acquiring firm to take-over the former:
- The target firm has under performed other shares and the overall market in terms of return the shareholders in the preceding years.
- The target firm has been less profitable than other firms, and
- The promoter/owner group has lower shareholding in the target firm and the public has a higher portion.
If an acquiring firm makes an offer for negotiated merger to the management of the target firm, it is up to the latter to accept or not to accept the offer. The target firm may not find the offer to be attractive and hence it may reject the offer. However, the acquiring firm may still persists with the idea either by making a tender offer or attempting a hostile take-over bid. In such a case, it is the responsibility of the management of the target firm to take defensive measures to thwart away any bid for take-over.…
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An Equity Carve-Out (ECO) is a partial public offering of a wholly owned subsidiary. Unlike spin-offs, ECOs generate a capital infusion because the parent offers shares in the subsidiary to the public through an Initial Public Offering (IPO), although it usually retains a controlling interest in the subsidiary. Like spin-offs, ECOs have become increasingly popular in the last several years.
An equity carve-out involves conversion of an existing division or unit into a wholly owned subsidiary. A part of the stake in this subsidiary is sold to outsiders. The parent company may or may not retain controlling stake in the new entity. The shares of the subsidiary are listed and traded separately on the stock exchange. Equity carve-outs result in a positive cash flow to the parent company. An equity carve-out is different from a spin-off because of the induction of outsiders as new shareholders in the firm. Secondly equity carve-outs require higher levels of disclosure and are more expensive to implement.…
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Business valuation is the process of assessing the worth of the enterprise which is subject to merger or takeover so that the consideration amount can be quantified and price of one enterprise for the other can be fixed. Such valuation helps in determining the value of shares of the acquired and acquiring company to safeguard the interest of the shareholders of both the companies. The share of any member in a company is a movable property and can be transferred in the manner provided in the articles. A share represents a bundle of rights like right to elect directors, to vote on resolutions of the company, share in the surplus, if any, on liquidation etc. Valuation of shares in an amalgamation or takeover is made on a consideration of a number of relevant factors, such as stock exchange prices of the shares of the two companies, the dividends paid on the shares, relevant growth prospects of the companies, values of the net assets and even factors which are not evident from the face of the balance sheet like quality and integrity of the management, present and prospective competition, yield on comparable securities, market sentiments etc.…
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A combination strategy is the pursuit of two or more of the previous strategies simultaneously. For example, one business in the company may be pursuing growth while another in the same company is contracting. In the spring of 1989, for instance, Texas Air was rapidly expanding its Continental Airlines unit. But its Eastern Airlines operation was being consolidated. Eastern’s management was selling off routes and planes, cutting back the number of cities served, and making plans for operating a much smaller airline.
A combination strategy simultaneously employs more than one of the other strategies. This often reflects different strategic approaches among subsystems. For example, an M-form conglomerate like General Electric might seek growth overall, but it may do so by pursuing growth in some divisions, stability in others, and retrenchment in still others. Combination strategies are common, especially for complex organizations operating in dynamic and highly competitive environments.
Many, if not most, organizations pursue a combination of two or more strategies simultaneously, but a combination strategy can be exceptionally risky if carried too far.…
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