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The Concept of Merger and Acquisition

Disucss about the Managing Mergers Acquisitions and Strategic Alliance.

The strategic management has important role in identifying various needs of an organization. It basically includes of setting the organizational objectives and analyzing internal and external factors that impact on the business activities of the organization. In current time, setting objectives, selecting and implementing strategies are the most vital activities for every organization. The strategic management is helpful for the organizations in improving its effectiveness as it aligns the priorities with the shareholders, market conditions and potential of corporate. This report focuses on a concept of strategic management and use of that concept in current business operations in order to deal with various business challenges. For the discussion, the concept ‘merger and acquisition’ is selected.

  M&A is one of the important business activities that attract the attention of every business administrators in the economic conditions. In the high level of competition in the market, companies have to deal with various challenges while they are trying to get high level of profits. Companies cannot achieve high market share and deal with the competition without adopting new technology, and human resource especially from M&A activities. It is considered as the most powerful relationship between two companies. Its operations regularly make the headlines in the media. The process is perceived as the preferred strategy of most of the organizations. Basically, M&A is the primary mean of continuous growth and development. These operations have position impact on the organizations, employees, shareholders and consumers (Angwin, 2012).

The term Merger and Acquisition includes two realities and they have different impacts. The merger operations can be described as the fact that whole assets of one or more than one companies can be transferred to another for the distribution of shares of the absorbing company. Further, the term acquisition has broad concept. The process of acquisition includes the transfer of property in total or in parts and the selling company continues the operations till end. In the simple words, M&A can be defined as the transfer of activity between two companies by the transfer of property. The process of M&A can be characterized based on size of transaction, legal criteria, and type of approach. According to Bena (2014), the M&A is the process of restructuring two business organizations by acquiring a new company i.e. assets and liabilities of the merging companies. Further, Rahman and Lambkin (2015) stated that M&A represented 80% of deals in all over the world during 1990s and 2000s. Merger can be further divided into four type i.e. horizontal merger, vertical merger, concentric merger and conglomerate merger (Eliasson, 2011).

The concept of M&A started in the late 19th century in United States. However, mergers were started with the existence of the companies. In 1708, the East India Company was merged with one of its competitor in order to restore its monopoly over the Indian trade. The merger movement came into existence from 1895 to 1905 in US business. During this time, small companies with the little market share consolidated with similar companies in order form big, powerful company that can dominate the market. It is observed that more than 1800 companies disappeared into consolidation and many of the companies got substantial shares in the market in which they were operating. Martynova and Renneboog (2008) explained the reason why it occurs by the waves. According to them, mergers usually occur at the time of economic recovery. Further, Harford (2005) stated that mergers waves occur in the specific industry needs large scale of reallocation of assets. This concept was started with the existence of the companies. According to Lipton (2006), there are six key waves with the evolution of the concept of merger and acquisition.

From 1897 to 1904, there was the evolution of horizontal M&A and creation of first monopolies. This wave was take place in USA and enabled the emergence of the economy that still exists. These groups have achieved leading position in the sector of activity and able to manage their monopoly (Lipton, 2006).

Next, from 1916 to 1929, there was the evolution of vertical merger and the formulation of oligopolies. At that time, mergers were done between oligopolies rather than monopolies. The economic boom after the post world war gave rise to these mergers. There were technological developments i.e. developments of transportation and railroads that provided essential infrastructure for such type of mergers and acquisitions to take place. Along with this, the government policy encouraged the companies to operate in unity. The 2nd wave of merger was horizontal or conglomerate in the nature. The companies that adopted merger during this period were generally producers of food products, primary metals, petroleum products, chemicals and transportation equipments. The investment banks also played an important role in the process of mergers and acquisitions (Roivas & Randeniya, 2004).

The merger that took place in period of 1965-69 was basically conglomerate mergers. During that period, mergers were inspired by the interest rates, high stock prices, and strict enforcement of antitrust laws. The bidder companies in 3rd wave of merger were smaller as compared to target companies. Along with this, mergers were financed from equities so investment banks did not have any role in the merger.

Types of Mergers

The 4th wave merger was started from 1981 and ended in 1989. The merger was characterized by acquisition targets that were larger as compared to 3rd wave merger. During that period, mergers were took place between pharmaceutical industries, oil and gas industries, airline and banking industries. Foreign takeovers were become essential as most of them were hostile takeovers. This wave merger was ended with the anti takeover laws and financial institution reform (Mager & Fackle, 2017).

This wave merger was started from 1992 and ended in 2000. This wave merger was inspired by the stock market, globalization and deregulation. This merger were generally took place in telecommunication and banking industries. Rather than debt financing, they were equity financed. Along with this, the mergers were driven long term rather than focusing on short term profit objectives (Larsson & Wallenberg, 2002).

The sixth wave merger of M&A was started in 2003 and ended in late 2007. In this wave, value of merger and acquisition in the market exceeded. In this wave, mergers were done in telecom companies, and automobile companies. The market for corporate control was less competitive, offers involved lower premium that indicates more rational acquisition decisions. 

The evolution of M&A has been long drawn. There are various economic factors that contributed in the evolution of merger and acquisition. Along with this, there are various factors that have impact on the growth also.

The objective of M&A is to protect or enhance the strength or profitability of the company. There were various arguments while creating M&A for the business. The most common reason for the business combination is economic at its core. This is important to shape the local and global business landscape. Based on the definition, it is well known that merger includes two companies bringing together in order to become one. On the other hand, acquisition includes takeover of another company either by purchasing an interest or by purchasing whole business and assets. M&A aimed at driving business growth. There are some specific arguments to adopt this process in the business process (Motis, 2007).

Mergers are beneficial for the diversification of product offerings. For instance, if a large company thinks that it has much exposure to risk as it has invested too much business in one specific industry. Then the company can diversify its business by acquiring another company. The key motive of M&A is to reduce the risk in the business. If a company with the strong product line is seeking for market shift then it may acquire another company that is active in that specific industry. New trends in the industry and evolving market behaviors are the reasons that drive a company to merge with its competitions. Further, there is high degree of competition and internal managementproblems that could also drive a company to acquisition by another company (Kummer, 2011).

Example- The merger of Mobilink Telecom Inc. by Broadcom is the perfect example of this type of merger. Broadcom basically deals in the manufacturing process of Bluetooth personal area network hardware systems and wireless LAN. Further, Mobilink Telecom is engaged in the manufacturing of handsets equipped with the global system for the mobile communication technology. By the merger, the products of both the companies are complementing each other.

This is another objective for M&A in the business. It is well known that larger companies have better access of funding in the business as compared to smaller companies. by the merger, companies may have access of debt or equity financing. For instance, Apple Inc. is one the largest company in the world has issued $60 billion in bonds despite of the fact that the company has large amount of capital. This is beneficial for smaller companies like Dell to get success with the bond issue of this size. If any company is facing financial issues, then the company may look for other company to acquire it.

Example- Verizon took control of wireless unit from Vodafone Group plc. In order to acquire Vodafone’s 45% stake in Verizon wireless, Verizon was working from last few decades and the efforts of the company were successful in 2013. The US telecom was agreed to pay $130 billion for taking full control of its wireless unit that was brining in around $21.8 billion every year. This merger strengthened the financial position of Verizon and the company was able to invest for the better infrastructure and enhance the competitiveness in the market (Campbell, 2017).

M&A have some tax advantages for the companies like tax loss carry forward. According to M&A scheme, the company operating in the high corporate-tax-rate country needs to merge only with another company in low corporate-tax-rate country. The new company is legally located the low-tax country avoids million and billions in the corporate taxes. If two companies are merging in the same general line of industry and business the operating business may get profit from the merger. Business functions are very expensive for the small business companies. The combined companies are able to afford the important activities of the business. But the operating economies can be attained by large level of merger and acquisitions as well (Boschma & Hartog, 2014).

There are some motives found in the evolution of the concept of merger and acquisition. Those motives are diversification, synergy, internationalization and stagnation, replacing management and manager hubris.

Examples of Successful Mergers and Acquisitions

Synergy gains-Synergies are those efficiencies that can be achieved by the process of merger. Synergies are generally connected with the shifts in the production possibilities if the merging companies that go beyond the technical efficiency (Brief, 2014). The process of M&A is helpful for the organizations to gain synergies by combining the business activities. With the synergy gain, organizations are able to enhance the performance and decrease the costs. A business attempts to merge with another business that has complementary strengths and weakness (Renaud, 2017).

Growth and internationalization- next factor that support merger and acquisition is growth and internationalization. Every business need growth and wants to operate at the global level. There are various examples of the companies that merged with other companies in order to operate the business in the international market (Alluru et al, 2016). This fact can be supported by the example of the merger of Procter & Gamble and Gillette. In order to operate in the global market, Procter and Gamble (P&G) incorporated with the business processes of Gillette in 2005. This was the key to retain the top talent from Gillette.

This argument is also accepted in recent time as companies are expanding their business in the global markets. In current time, big companies are also acquiring other companies in order to expand their business. For instance, famous German drug maker company Bayer made a deal of $66 billion to acquire US Seeds Company named Monsanto in September 2017. This deal has made Bayer a one-stop shop for the agricultural requirements (Indian Express, 2016).

Deal with the competition- At the initial stages, the concept of M&A was evolved to deal with the competition in the market. Now, this concept is widely accepted by the companies to stay competitive in the market (Athreye, 2009). In order to stay competitive in the market, Samsung Electronics announced to deal of $8 billion with the audio and infotainment company Harman International. This was the biggest international acquisition by the South Korean company. This deal was helpful in the growth prospects of Samsung.  

Merger and acquisition can be valuable for the companies for various reasons i.e. enhancing products and services, gateway for the global market, hiring talented people, and intellectual property, change of direction etc. but, some reports and researchers claimed their most of the merger destroyed the shareholder values. The reason for failure of merger includes operation failures, culture differences and dealing with various people (Weber & YedidiaTarba, 2012). There can be financial reason also that fails mergers. Overvaluation is one of the reasons for the failure of merger. For instance, in 2007, Microsoft had to pay $6.3 billion for the digital marketing company named aQuantive by taking $6.2 billion write down for it. Because of fraud or error, overvaluation is the key reason the mergers or acquisition fail in adding value. Further, culture is also a factor by which h the merger or acquisition can be failed. At the evolving stage of M&A, this factor was identified in against. In 1968, two longtime railway competitors, Pennsylvania Railroad and New York Central Railroad merged and became Penn Central which was the sixth largest corporation in America. But, due to strong competition, it was impossible for the companies to work together. The company was filed for bankruptcy after two years of merger (Jacobsen, 2012).

Next, there is one more example that supports this argument. In March 1994, WordPerfect, the best-selling word processing software company, merged with Novell Inc. But the management of both the companies was conflicts in starting. The merger was done by layoffs at the companies and that drop in share value. Due to the internal conflicts, WordPerfect lost its leadership position in the market. After two years, Novell sold it to Corell in the amount less than they paid (Martin Roll, 2014).

So, it is observed that there are several arguments in favor and against of merger and arguments. This is widely accepted concepts by the companies as they want success and growth in the international market. There are some drawbacks also in this concept as merger is sometimes failed due to financial reasons or cultural differences (Bradt, 2015). But, merger or acquisition is accepted by the companies for the long-term business growth. The arguments provided in the favor M&A at the time of its evolution are adopted by the companies in order to get growth and success in the business.

Merger and acquisition is the important concept of strategic management . This concept is also fit with the other strategic concepts as the key motive of this concept is to enhance the business performance in the respective industry. M&A share the common goal, that the value to merged companies will be greater in the industry. The success of this process depends upon its strategic fit. There are some points that support the strategic fit of this concept in the strategic management. Also, this is also helpful in dealing with the business challenges i.e. competition, substitute products, entering in the global market etc.

Enhancing capacity- In M&A, companies compete directly with similar products, services and markets. The new combined company is able to gain synergies and enhance the capacity by rationalizing operations. It is also helpful in dealing with the competition by the combined management operations.

Product and market expansion- Most of the company focus on the expansion of product line and business in the international market. When two companies are providing similar products in the different market or different products in the similar markets then M&A can be helpful for them to enhance the profit in the same market. Companies need motivation to expand the business. In such case, it is beneficial for the companies to provide relevant knowledge of new market (Cartwright & Cooper, 2012).

Integration planning- M&A is helpful in adding value at every point. This is increasingly becoming as an important part of the corporate strategy of the business. It fits into the strategy of the company and enhances the growth, market position and strategy for the value creation. By this, companies are able to make necessary decisions in the marketplace. It is helpful for the companies to take advantage of the scales in the mature market and gain access of new technologies, products, markets and distribution channels. It is also helpful in responding the disruption in the industries such as energy, technology and financial services. By managing correctly, the process of merger and acquisition can save the company from unwanted risks (PWC, 2016).

It can be seen that M&A is one of the important business activities that attract the attention of every business administrators in the economic conditions. The process of M&A is helpful for the organizations to gain synergies by combining the business activities. If two companies are merging in the same general line of industry and business the operating business may get profit from the merger. Companies cannot achieve high market share and deal with the competition without adopting new technology and human resource especially by this concept. Along with this, the process is perceived as the preferred strategy of most of the organizations that is helpful in dealing with the various challenges in the respective markets.

The merger of Dell and EMC is one of the largest acquisitions in the technology industry. This merger was complicated as compared to simple purchase of one company. The meaning of acquisition of EMC is purchasing all the smaller companies under this. Due to its size, EMC was available at the high price tag of $67 billion. For meeting this amount, Dell sold various assets of the company, billions of dollars in junk bonds, millions of shares of tracking stock and shares of other companies. During the time period of merger i.e. October 2015 to September 2016, there were various announcements related to merger financing, predicted decisions of anti-trust agencies and estimated date for closing. According to CEOs of both of the companies, the key objective of merger and acquisition was to form a successful business by combining both successful business entities. This strategic move was basically aimed to deal with the competition in the market and dominate the technology industry. The merger and acquisition can be described as the process in which two or more companies undergo by the transaction process where the ownership of the companies and various business units are combined and transferred. The merger and acquisition is focused on the development and growth for the effective business. In the competitive business environment, the study of M&A has identified that the business organizations are involved in this process for the strategic movement (Meddaugh, 2017).

Dell and EMC, both the companies have a clear vision for going forward in IT sector and it is clear that converged and hyper-converged infrastructure will be helpful for the companies to make this particular vision a reality. Dell and EMC have three step approaches for the digital transformation-

  • Modernize the infrastructure so that maximum performance and availability can be delivered as much as possible,
  • Provide automate service delivery so that the environment can be made more reliable and efficient and everything in the data centre can be frictionless,
  • Enhance the operating model and organizational structure of information technology and serve with the total cost transparency.

The merger between two technology companies, Dell and EMC was done by the facilities management team in order to support the development of a multinational company. This merger had a significant impact on the entire information and communication technologies market. There are some theories that can be applied in this merger. The theories are highly influential for the merger and acquisition.

Disciplinary merger theory- This theory is highly focused on the objectives of the company for the merger rather than focusing on the maximization of profit. Managers are focused n meeti8ng the organizational goals rather than focusing on the profitability. It is well-known that Dell is the popular company that focuses on providing high-end computing and to gain scale. Dell needs EMC for providing high quality solutions of cloud computing and to compete better against Chinese vendors. So, the disciplinary merger theory can applied in this as the key objective of this merger to enhance the performance in the technology market. This merger was focused on disciplining the performance of both the companies in order to implement their assets to gain essential profits.

Synergetic mergers theory- This merger theory is highly focused on combining the target of both the companies along with enhancing the performance in the collaborative manner. The target of both Dell and EMC is to be leading companies in the information and communication technologies market. Dell and EMC are major innovators in building the convergence market and deliver innovative solutions to the customers. This merger provides various choices to the customers along with the advantages of operating with the large sales and support of the organization. The target of both the companies to provide innovative solutions to the customers based on their needs. Along with this, the combined research and development and engineering tem of both the companies are able to continue to work for developing innovative solutions for the customers. According to David Goulden, president of the infrastructure of Dell and EMC, combined R&D investment of Dell and EMC was more than $12.7 billion in last three years and this is increasing continuously. The target of both the companies is to understand the needs of business customers including small and midsize organizations to largest firms. Combined assets of both the companies are highly effective in order to gain competitive advantage over its rivals (TechTarget, 2017).

Various companies are moving towards the merger and acquisition in order stay competitive in the market. In other words, companies are moving towards software designed infrastructure stack i.e. networking, computing defined storage and converged infrastructure. These all are designed to provide quick time to the business value. The merger of Dell and EMC will bring a computing powerhouse with the storage powerhouse. Dell is the market leader of IT and EMC is the leader of the storage industry. Together, this merged organization can basically address the needs and requirements of the business customers today and tomorrow (Zhou & Li, 2012).

In the growing movements of the companies towards hardware with the software storage along with computing stack, the merged Dell and EMC Company will be able to take advantage of this particular trend. Further, channel partners and resellers always enjoy the trusted advisor relationship with the companies, midmarket and small business customers. In this merger, resellers will be able to help the customers in a better way by understanding the future value potential of combined Dell and EMC.

The merged companies have lots of buying power and ability to extract more values in the supply chain. This value can also be provided to the customers in the products and solutions. The merged companies will also have lots of R&D capabilities and investment amount will be substantial. Dell and EMC will take advantage of synergies where they will focus on the storage, compute and networking solutions jointly. This would also include full suite professional service for the customers (Nadkarni, 2016).

Further, this merger will bring best storage, best servers and computing and converged infrastructure technologies along with the best management software for the business customers. EMC is strong storage and datacenter solutions and on the other hand, Dell is very strong in server solutions. Both the companies have datacenter software stacks in the infrastructure space. With the merger of these companies, the best technologies will be provided to the customer along with the full service portfolio by identifying the needs of the buyers.

For the customers, it is a challenge of the competition in the market and remains confident that new merged company will be able to protect the investments. For them, it is also a challenge to trust that there will no change in the products and services provided by both the companies. So, the merged company must be transparent with their customers about the products and solutions that there will be no change as there will be some overlap in the combined portfolio. Both the companies have stated that they will continue to provide effective solutions and put the customers on the priority without any compromise (Casseres, 2015). Next, it is the challenge for the new company to meet the expectations of the customers. Dell and EMC needs to stay in front of use cases i.e. real time analytics, all –flash data centers, converged infrastructure, cloud computing and software. New customers in the industry want to assured that merged company will also be the leader in the respective industry and will continue to focus on the innovative solutions and bring the best products as fast as they did earlier. This will also be challenging for the merged company to move quickly and put the customer choice, value and innovation first (Nyitray, 2015).

In all over the case study, the concept of merger and acquisition is discussed. The desirability of the merger can be analyzed by the capabilities to deal with the market competition and its importance to enhance the economies of scale for the industry. Merger enabled Dell and EMC more profitable. This also enabled the company to gain the more fund and profit that are invested in the research and development process so that innovative cloud computing solutions can be provided to the business customers. This merger provided a greater scope of forming the large information technology company. Along with this, merger and acquisition is also helpful in gaining synergies between these two companies.

References

Alluru, J. R. Alluru, J.R., Thomas, M. and Thomas, M. (2016) Can a merger of equals truly exist: Strategic Direction. 32(6), pp.40-42

Angwin, D. (2012). Merger and acquisition typologies: a review. The handbook of mergers and acquisitions. p.40

 Athreye, S. (2009). Introduction: The internationalization of Chinese and Indian firms—trends, motivations and strategy. Industrial and Corporate Change. 18(2), Pages 209–221

Boschma, R. and Hartog, M. (2014) Merger and acquisition activity as driver of spatial clustering: The spatial evolution of the Dutch banking industry. Economic Geography. 90(3), pp.247-266

Bradt, C. (2015) The Root Cause Of Every Merger's Success Or Failure: Culture (online). Available from: https://www.forbes.com/sites/georgebradt/2015/06/29/the-root-cause-of-every-mergers-success-or-failure-culture/#5a0f805dd305 (accessed on 25th March 2018)

Brief, B. (2014) Why Some Merging Companies Become Synergy Overachievers (online). Available from: https://www.bain.com/publications/articles/why-some-merging-companies-become-synergy-overachievers.aspx (accessed on 25th March 2018)

Campbell, T. (2017) The 7 Biggest Mergers of All Time (Exxon Didn't Even Make the List (online). Available from: https://www.fool.com/investing/2017/05/12/the-7-biggest-mergers-of-all-time-exxon-didnt-even.aspx (accessed on 25th March 2018)

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Indian Express, (2016), Business Diary 2016: Mergers and acquisitions that made news, at home and abroad, (online). Available from: https://www.newindianexpress.com/galleries/2016-with-tnie/2016/dec/28/business-diary-2016-mergers-and-acquisitions-that-made-news-at-home-and-abroad-100162--9.html (accessed on 25th March 2018)

Jacobsen, B., (2012) 6 big mergers that were killed by culture (and how to stop it from killing yours, (online). Available from: https://www.globoforce.com/gfblog/2012/6-big-mergers-that-were-killed-by-culture/ (accessed on 25th March 2018)

Kummer, C., (2011) Why Merger and Acquisition (M&A) Waves Reoccur - The Vicious Circle from Pressure to Failure, (online). Available from: https://www.imd.org/research/publications/upload/Steger_Kummer_WP_2007_11.pdf (accessed on 25th March 2018)

Larsson, S. & Wallenberg, C., (2002) Motives for and Evaluation Criteria of Mergers and Acquisitions, (online). Available from: https://pdfs.semanticscholar.org/a338/244b87bc8ab54cefcb583cf186101c5554cc.pdf (accessed on 25th March 2018)

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