Mergers and acquisitions

19 important questions on Mergers and acquisitions

When are we talking about a Horizontal Merger?

For example when IBM acquires Dell Computer. Because both firms operate in the same line of business

When are we talking about a conglomerate merger?

For example when Dell Computer acquires Walmart. Because the companies operate in totally separate industries.

When are we talking about a vertical merger?

For example when WalMart acquires Tyson foods. Because the companies operate at different stages of production
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Does it make economic sense to merge for the following motives:
  1. Merging to achieve economics scale
  2. Merging to redeploy cash generated by a firm with ample profits but limited growth opportunities
  3. Merging to combine complementary resources

Motives 1 and 3 makes the most economic sense.
Motive 2 can also make sense, although merging is not the only way to redeploy excess cash

Does it make economic sense to merge for the following motives:
  1. Merging to reduce risk by diversification.
  2. merging just to increase earnings per share

Motive 1 does not make economic sense as investors can diversify on their own.

Motive 2 may lead to a bootstrap effect wherein the combined firm's eps is higher, but if there is no real value derived from the merger, then combining the firms will not add value

Which of the following transactions are not likely to be classed as tax-free:
  1. Acquisition of assets
  2. a merger in which payment is entirely in the form of voting stock

  1. Cash acquisitions are generally taxable
  2. A merger with payment in shares is normally tax-free

Is it true that buyers usually gain more than sellers?

False; sellers typically earn higher returns than buyers for two reasons
  1. Buying firms are typically larger than selling firms, so smaller benefits normally don't affect the buyer's share price by much
  2. The effect of competition among potential buyers

Is it true that firms that do usually well tend to be acquisition targets?

False, these firms would require a very large premium making them a costly acquisition target.

Is it true that merger activity in the united states varies dramatically from year to year?

True

Is it true that on the average, mergers produce large economic gains?

False; mergers may produce gains, but "large" is stretching it.

Is it true that tender offers require the approval of the selling firm's management?

False; management approval is not required

Is it true that the cost of a merger to the buyer equals the gain realized by the seller?

True

What is meant with a purchase accounting?

Purchase accounting is that any premium paid by the bidder over the book value of the target's assets is reflected in the bidder's balance sheet as "goodwill"

What is meant with poison pill?

The target's stockholders can purchase additional shares at a bargain price; poison pills are used by targeted firms as defenses against unwanted acquirers.

What is meant with the golden parachute?

This are the generous payouts to managers who lose their jobs as a result of a takeover.

Respond to the following comment:
Our cost of debt is too dam high, but our banks won't reduce interest rates as long as we're stuck in the volatile widget-trading business. We've got to acquire other companies with safer income streams.

This is a version of the diversification argument. The high-interest rates reflect the risk inherent in the volatile industry. However, if the merger allows increased borrowing and provides increased value from tax shields, there may be a net gain. It is necessary to ensure that these gains exist and that investors would not be better off diversifying on their own in the stock market.

Respond to the following comments:
Merge with fledging electronics? No way There P/E's too high, that deal would knock 20% off our earnings per share

The P/E ratio does not determine earnings. The efficient market hypothesis suggests that investors will be able to see beyond the ratio to the economics of the merger.

Respond to the following comment:
Our stock's at an all-time high. It's time to make our offer to digital organics. Sure, we'll have to offer a hefty premium to digital stockholders, but we don't have to pay in cash. We'll give them new shares of our stock.

There will still be a wealth transfer from the acquiring shareholders to the target shareholders.

Suppose you obtain special information- information unavailable to investors- indicating that backwoods chemical's stock price is 40% undervalued. Is that a reason to launch a takeover bid for backwoods? Explain carefully

  • This is an interesting question that centers on the source of the information.
  • If you obtain the information from someone at backwoods Chemical whom you know has access to this valuable information and is breaching a fiduciary obligation by telling you, then you are guilty of Insider trading if you act upon the information
  • However, if you come across the information as a result of analysis that you have done or research you have performed (which anyone could have done, but did not do), then you are free to act upon the information

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