Advantages And Disadvantages And Types Of Business Acquisitions

Mergers and takeovers are forms of external growth within a business. External growth occurs when one firm decides to expand by joining together with another. A takeover specifically refers to the gaining control of a firm by acquiring a controlling interest in its shares (51%). Merger, on the other hand, means the joining with another firm to form a new combined enterprise, shares in each firm are exchanged for shares in the other.

• Transaction structures—the takeover could involve a cash offer, a share offer, an asset swap or a combination of these methods. Need to consider legal, taxation and accounting issues.

of the acquiring corporation . . . , and the acquiring corporation must be in control of the other corporation immediately after the

In this chapter, we first provide coverage of expansion through corporate takeovers and an overview of the consolidation process. Then we present the acquisition method of accounting for business combinations followed by limited coverage of the purchase method and pooling of interests provided in a separate sections.

Companies do not have the freedom to merge and acquire as they please do. All have to meet the requirements and essentially be approved by regulatory bodies. In the context of regulations, antitrust laws and security laws are commonly referred to by regulator to determine whether a merger or acquisition should be allowed or rejected. Antitrust laws prohibit mergers and acquisitions that impede competition. The point is very simple where antitrust is referred to as competition. The goal is to increase competition because more competition in economics means that consumers get more at a fairer or lower price. Anytime a regulator believes that a merger or acquisition will make an industry or market less competitive, the business transaction might

It is necessary for a firm to expand in order to gain profits or leverage in a market place. One of the ways firms can do this is by executing a merger. There are two types of mergers, horizontal and vertical mergers. There are many incentives for companies to perform either type of merger; however, both types of mergers will always raise suspicion when being executed because they are usually perceived as anticompetitive. In order to prevent an anticompetitive environment, our government established a federal agency called the Federal Trade Commission. Their job is to review the activity of any given firm and decide whether or not to allow them to continue. Presently, CVS and Etna are currently undergoing a vertical merger to gain profits and

(a) In a merger agreement, the assets and liabilities of the firm which is being acquired end up being absorbed by the buyers firm. A merger could be the most effective and efficient way to enter a new market without the need of creating

There must be a mutual agreement between the buyer and seller, which is established by an offer and acceptance of the offer.

Pikula (1999) observes that in merging two or more entities, the management of the companies must adhere to the Sherman Anti-trust Act which was established in 1890. This act was specifically established to prevent mergers from creating monopolies and cartels with an aim to exploit the consumers through determining prevailing market prices. If the merger results in a monopoly, it won’t be approved by the government. Employee contractual agreements must be considered before, during and after mergers. For the merger to go on seamlessly there should be shareholder approval. Initial approval by shareholders for the companies to consolidate their operations helps prevent conflicts from shareholders after the merger. Lastly, regulatory approval should be considered. The management must register the newly formed company. In addition, managers from the merging parties must consider agreements and contracts that the parties are engaging in as these will be transferred to the new company upon the merger.

Mergers and acquisitions may be put to antitrust review by a number of government agencies. In the United States, mergers and acquisitions are subject to review by various federal and state regulators. In addition, foreign jurisdictions may review such mergers and acquisitions in certain situations. For example, the European Union and China now frequently require pre-merger approval. In certain regulated industries, such as banking, communications, electric power, insurance, and natural gas, mergers must be approved by various US State regulatory agencies, generally under a public interest standard that may involve issues of local concern separate from antitrust review. In some cases, private parties may also initiate actions to block a proposed

AASB 3 Business combinations para.14 requires that the acquisition method be used to account for business combinations. This method requires the identification of the acquirer. For example, para.17 states that “an acquirer shall be identified for all business combinations”.

Mergers and acquisitions can be classified in terms of the direction of the growth. A horizontal merger/takeover is the combining of two firms in the same stage of production, for example Well come Pharmaceuticals merged with Glaxo Pharmaceuticals. This sort of integration takes place to combat competition from the market and secure market domination; to reduce risks and increase financial strength; and to compete in

One of the first things that is taught upon entering an acquisition career field is who has the authority to make purchases. Depending on the organization the requirements that these chosen individuals need to meet may vary greatly. The ones given this authority are typically held in the upmost trust and are required to have additional training to better prepare themselves for this responsibility. Unfortunately not everyone knows and understands who may and who may not have the authority to enter into binding contracts with that particular company or that organization, furthermore they may not understand what their responsibilities are. To confuse a situation even further, there are times when one may either express or imply they have

* There were many companies are re-organized through merger or acquisition to adopt new technologies, gain economies of scale and to fund in US. There are no significant information stated in the case on the regulations of company mergers and acquisitions in US.

Cross-border mergers and acquisitions refer to acquiring a company in another country. In the cross-border merger, companies combine their assets and liabilities into a new entity, whereas, the cross-border acquisition is a transformation process of assets and liabilities of the local company to foreign company (foreign investors). Cross-border mergers and acquisitions involve two countries; therefore, the country of the acquiring company is known as home country, whereas, countries of targeted company is known as the host country. Cross-border M&A leads to the possibility of better synergies between two companies which can provide an opportunity to expand geographically and enter a foreign market and sharing different practices to improve the business. However, conflict of management style and a turbulent integration process can be issued when merging and acquiring cross-border due to significantly different cultures.