Managing The Merger And Acquisition Process

Berkshire partners believes in creating values “based on successful relationships, hard work, analysis, and the open decision making of all individuals” (Partners) They do not see the acquiring company as just a financial investment but as an investment in a relationship between two living entities. They work hard in collaboration with the acquired firm to do the analysis and research and consult all individuals in both firms regarding the future of the company. They focus on quality over quantity and tend to have a smaller set of deals they think will be successful and devote their resources to conduct in-depth analysis to uncover all necessary information and thorough due diligence for each

• 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

d. A parent exchanges its ownership interests or the net assets of a wholly owned subsidiary for additional shares issued by the parent’s less-than-wholly-owned subsidiary, thereby increasing the parent’s percentage of ownership in the less-than-wholly-owned subsidiary but leaving all of the existing noncontrolling interest outstanding.

Part 1:What is a hostile takeover and what generally happens to the stock price of the firm being acquired in a hostile takeover?

Mergers and acquisitions have become a growing trend for companies to inorganically grow a business within its particular industry. There are many goals that companies may be looking to achieve by doing this, but the main reason is to guarantee long-term and profitable growth for their business. Companies have to keep up with a rapidly increasing global market and increased competition. With the struggle for competitive advantage becoming stronger and stronger, it is almost essential to achieve these mergers. Through research I will attempt to dissect the best practices for achieving merger success.

Target firm remains as a shell company, but its assets are transferred to the acquiring firm. Ultimately, target firm

Once the goal of corporations became maximizing the value of the firm, they attracted wealthy “corporate raiders”, who used this new corporate philosophy to launch many takeover attempts on companies, with the intent on restructuring these companies, as to increase their stock prices, so that they can “refloat” them for a considerable profit. Most of these takeovers were financed with borrowed money, hence the term lever­aged buyouts, or LBOs. As the article states, “In a typical LBO, the acquirer would buy out the public stockholders and run the com­pany as a private concern, slashing costs and slimming it down. The ultimate aim was to refloat the company on the stock market at a higher valuation”. Initially this was seen as one of the best remedies for the agency issues that surfaced between shareholders and mangers. However as the economic climate changed, many realized that the LBO was not the answer. “When the economy went into a reces­sion during the early nineteen nineties, many of the firms that had gone private, such as Macy’s and Revco, couldn’t keep up their interest

The goals of mergers range from reducing the number of competitors, to access of new products (Belcourt et al., p 330). Statistics show that 80% of new product developments fail (Howells, 2011), partly due to challenges and conflicts with human resources functions. Mergers and acquisitions are the fastest way to enter new markets. “It is estimated that 1/3 of all mergers fail due to faulty integration of diverse operations and cultures,” (Chhinzer, 2013). Therefore, the success of a merger or acquisition lies in the ability to guide, motivate, retain, and effectively use

Throughout the years many acquisitions have been hostile, which has led to companies to creative preventative and defensive takeover methods. Preventative is used as a way to reduce the likelihood of a takeover, and defensive measure (active measures) are used afer a hostile bid has been issued.

12. A newly acquired subsidiary has pre-existing goodwill on its books. The parent company’s consolidated balance sheet will:

Many organizations will either experience a merger or acquisition to try to absorb the costs during unstable market times. Mergers and acquisitions to employee’s usual mean staff reductions and major changes, especially for an acquisition which, is when another company purchases a company and becomes a new company. (McClure, 2016)

The corporate raiders will target companies with high value, and this is perfectly logic because nobody will attack a company that has a value less than the expenditures to be incurred or is so well protected that the takeover is impossible.

However, in some cases, consensus may not be reached. Then there are different tactics implemented by acquirer firm. Acquirer can make a tender offer. It means that acquirer goes directly to the shareholders of targeted company and buys their shares in return for some premium over the current market price. Before tender offer, there is asymmetric information between parties. Shareholders require a premium because they are informed. Perception to the targeted company in the market changes as fast as possible. We conclude that it is likely to see an overbidding in a hostile merger rather than a friendly merger. The reason is that the acquiring firm may inevitably pay higher premiums in order to gain at least 51% of target firm’s shares and shareholders can be convinced to sell their shares if the target’s management notified them about not to sell.

These few years, cross-border mergers and acquisitions have increased, accelerating the globalization of manufacturing and restructuring industrial structure at the worldwide level (Kang, N. and S, Johansson., 2000). Wal-Mart is one of the examples of real world cross-border mergers and acquisitions; this can enlarge the market reach. Wal-Mart was founded by Sam Walton with a single store in Rogers, Arkansas in 1962 and has grown to the world’s largest retailer, its headquarters are in Bentonville, Arkansas, United States. Wal-Mart extended its market by acquiring the biggest local retailer Massmart at South Africa, is also operates as ASDA in the United Kingdom and Seiyu in Japan. This increased Wal-Mart 's client base and has made Wal-Mart better known to the world (Z, Nie., 2013).