Professional Documents
Culture Documents
MERGERS AND
ACQUISITIONS
DR. RANDALL O.
CHANG
1
INTRODUCTION, HISTORY,
TERMINOLOGY
Mergers (1)
- Two companies come together
through mutual consent
- Definition in name: merger of
equals (common size)
- New company is formed with new stock
issuance and legal identity
- New stock issuance held by new company
2
MERGERS (2)
- A + B = C; A and B cease to exist
- Who is in the drivers seat:
controlling
shares, leadership role
- Merger is a definition, not an
implementation
3
Acquisitions (1)
One company takes over another company
- Big firm takes over smaller firm
- A + B = A; B ceases to exist
- Big firm holds majority stock with the remainder
for market purchase
- Friendly takeovers (mergers) vs. hostile
takeovers
(acquisitions)
-
Acquisitions (2)
- Surface appearances vs. internal implementation
- Words are different, effects are the same
- Acquired firm sees merger, acquiring firm sees
acquisition
- Goal: avoid negative impression
(customers/employees)
- Hostile takeovers often involve imposed
shareholder
rights (poison pill)
12
1. 1897 1904
a. Industrial Age at full growth
b. Monopolies (railroads, utility
companies) and horizontal
mergers
c. Stock market crash drives down
activity
15
2. 1916-1925
a. Oligopolies and mergers
b. Economic boom after World War
I
c. International trade and foreign
direct
investments
d. Growth of the auto industry
16
2. 1916-1925 (continued)
e. Horizontal and conglomerate
mergers
f. Main players are metals, food
products,
transportation equipment,
chemicals
17
3. 1965-1969
a. Conglomerate mergers
b. Fueled by rising stock market
and
interest rates (inflationary
trends)
c. 1969 changing government
policies
18
4. 1981-1989
a. Deregulation in many industries
b. Main players are oil and gas, pharmaceuticals, banks, and airlines
c. U.S. companies initiate foreign
takeovers
19
4. 1981-1989 (continued)
d. Foreign companies follow by
taking
over U.S. companies
e. Beginning of cross-border M&A
(U.S., U.K., Japan)
f. Gulf War drives down activity
20
5. 1992-2000
a. Globalization Age begins
b. High tech development
c. Stock markets on the rise
d. Solidification of EU
e. Main players: banks, telecommunications
f. Stock market and high tech bubble burst
drives down activity
21
6. 2000-2014
a. Growth of Middle Eastern
markets
b. Growth of China market
c. Recession and Comeback
22