I. INTRODUCTION 1
II. MERGERS & ACQUISITIONS DEFINED 1
III. WHY M&A? 1
A. PERFORMANCE 1
B. MARKET FACTORS 2
C. METHODS 2
IV. ISSUES 2
A. CULTURE AND EMPLOYEES 3
B. LEADERSHIP 3
C. CUSTOMERS 3
D. VEBLEN AND GOODWILL 4
V. MAKING M&A SUCCESSFUL 4
A. COMPANY TYPE 4
B. IDENTIFICATION OF OPPORTUNITIES 5
C. SPEED OF INTEGRATION 5
D. CUSTOMERS 6
E. COMMUNICATION AND CULTURE 6
VI. CONCLUSIONS 6
VII. OBSERVATIONS 8
REFERENCES 9 I. Introduction
This paper presents the issues with mergers and acquisitions and discusses the methods to make M&As more successful in an attempt to determine if they are helpful or harmful to the companies, their shareholders, and the economy as a whole.
II. Mergers & Acquisitions Defined
Acquisitions are the absorption of a smaller firm by a larger firm, while a merger is the combination of two firms to form a single entity. In a merger, there is often an exchange of stock between the companies where one company issues shares to the shareholders of the other company at a certain ratio. The firm whose shares continue to exist is generally referred to as the acquiring firm while the other is the target firm.
Except for synergies, the post-merger value of the two firms is equal to the pre-merger value. The target firm's shareholders, however, often benefit because they are paid a premium for their shares. Synergies are revenue enhancements and cost savings gained through the merger/acquisition.
To measure the success of a merger/acquisition, one must determine if the value of the acquiring firm is enhanced by it.
III. Why M&A?
Firms conduct mergers and acquisitions for a variety of reasons. There are performance factors, market factors, and agency (management) factors. Mergers also occur in a variety of ways; from pre-planned executions to last-minute opportunities.
A. Performance
Mergers are often undertaken to improve some measure of performance. These can include cost savings opportunities,
References: Camara, Don and Punit Renjen (2004), "The Secrets of Successful Mergers: Dispatches from the Front Lines," Journal of Business Strategy, Vol. 25 Issue 3, 10-14. Cornehls, James V. (2004), "Veblen 's Theory of Finance Capitalism and Contemporary Corporate America," Journal of Economic Issues, Vol. 38 Issue 1 (March), 29-58. Gulati, Ranjay and Kenneth W. Freeman, George Nolan, John Tyson, Kenneth D. Lewis, and Robert Greifeld (2004), "How CEOs Manage Growth Agendas," Harvard Business Review, Vol. 82 Issue 7/8 (July/August), 124-132. Hake, Eric R. (2004), "The Appearance of Impairment: Veblen and Goodwill-Financed Mergers," Journal of Economic Issues, Vol. 38 Issue 2 (June), 389-395. McNaught, Tony (2004), "Most M&A 's Fail!" New Zealand Management, Vol. 51 Issue 6 (July), 41-42. Moyer, Don (2004), "The Sin in Synergy," Harvard Business Review, Vol. 82 Issue 3 (March), 131. Pooler, Richard (2005), "When Cultures Collide," Management Services, Vol. 49 Issue 1 (Spring), 28-31. Segil, Larraine (2004), "Partnering: Metrics Matter," Financial Executive, Vol. 20 Issue 9 (December), 30-35. Signorovitch, Dennis J. (2004), "Hidden in Plain Sight: Assessing the Challenges of Leadership Change," Public Relations Quarterly, Vol. 49 Issue 3, 4-6. Smith, Steve and Dave Marcum (2003), "New-School Thinking," T+D, Vol. 57 Issue 10 (October), 36-44. Stahl, Gunter K. and Andreas Voigt (2004), "Meta-Analyses of the Performance Implications of Cultural Differences in Mergers and Acquisitions," Academy of Management Proceedings, pl1-5. Stultz, Rene (2003), "Do Shareholders of Acquiring Firms Gain from Acquisitions?" Research Technology Management, Vol. 46 Issue 6 (November/December), 62. Sudarsanam, Sudi (2004), "Discussion of Increasing Market Share as Rationale for Corporate Acquisitions," Journal of Business Finance & Accounting, Vol. 31 Issue 1/2 (January-March), 249-256.