Insight Into Mergers And Acquisitions

In this assessment need a writing to help with an article Deconstructing essay on Mergers and Acquisitions. The article of choice can be any peer reviewed journal article not less than 5 years.

Textbook: DePamphilis, D.(2014).Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions,7th Edition. Academic Press.

Summaries of chapters 16, 17 ,and 18 of the above mentioned Textbook. 

Conditions for Mergers and Acquisitions

Partnerships are needed by companies and organizations for enhancing the productivity. These partnerships are of different types- mergers and acquisitions. When two companies merger into one, it is tagged as mergers. On the other hand, when one company takes control of the other, it is the acquisition activity of the company (Cartwright & Cooper, 2014). Mergers and acquisitions are one of the major economic aspects, which helps in maximizing the business profit value. The common perception is that acquisitions hold more importance than mergers, as it strengthens the personnel’ stance towards the business goals and objectives. Along with this, acquisitions is also assistance in terms of achieving business expansion and innovation. This assignment peeks into the dynamics of mergers and acquisitions through the summarization of the hapters from the book entitled, Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solution.

Mergers and acquisitions takes place on certain conditions, which are as follows:

• Purchase of assets
• Buying common shares
• Exchange of shares for possession of assets
• Exchanging shares in return of shares

Mainly there are two forms of mergers- merger through absorption and merger through consolidation. Depending on the business combinations and commonality of industry, mergers can either be horizontal, vertical or conglomerate (Bena & Li, 2014). 

• Horizontal merger- the two merging firms are in the same industry
• Vertical mergers add value to the business through the maintenance of sequence between the different production stages
• Conglomeration is an innovation, as it reflects the partnership between two different industries

Mergers and acquisitions occur due to the following reasons:

• Financial instabilities- low investment capitals
• Need for pushing the company ot organizational growth
• Presence of diversified products in the market posing a challenge towards achieving higher sales revenue (Kalinowski et al., 2016)
• Providing proper market access to the sellers for expanding the current market share
• Adopting strategic vision towards the adoption of latest technology
• Obligatory tax payments
• Improper target valuation
• Diversified risks adding vulnerability in the current market position

Synergic value is considered in terms of valuing the consequences of mergers and acquisitions. The two parameters of the synergic value is revenue, the graph of which needs higher projection; expenses, which is usually taken low and the capital cost, which is always noted in the lower level (Judd, 2016). Along with this, there are certain specifications, which needs to be remembered while the companies and organizations indulge in mergers and acquisitions. These are as follows:

• Willingness to undertake risks and consciousness towards making investments for benefitting from the contemporart mergers
• Mitigating the intensity of the risks by taking into consideration the diversification present in the workplace. Optimization of the perspectives is vital in this case, as it enhances the clarity of the businessmen in terms of the appropriate risk mitigation strategy (Galpin & Herndon, 2014)
• To adopt the appropriate change, the managers of the company needs to expose rational attitude, which proves beneficial in aligning the performance with the identified and specified goals and objectives. Apart from this, rational thinking assists the companies to indulge in fair trades and transactions with the mergers for the achievement of large scale customer satisfaction

According to Cooper & Finkelstein, (2014), every business activity is executed by following certain steps, which yields positive results. The same is applicable for the mergers and acquisitions, which a company or organization follows:

• The first phase is the pre-acquisition review, where evaluation is done by the acquiring company regarding the need for merging. As a sequential step, the evaluation is valued, based on which plans are constructed for achieving the target and growing the current business
• The second phase is to search out for targets and screening themin terms of the identified and the specified objectives. In the stage of search, the potential investors or mergers are looked out (Garzella & Fiorentino, 2014). Here, the process of market survey seems apt in terms of selecting the most appropriate merger and acquisitor, possessing the flexibility to take the company or organization to the peak of success
• The third stage of merger and acquisition is investigation and valuation of the identified target.Diligent performance of the personnel enhances their awareness in terms of the appropriateness and effectiveness of the target in terms of the identified goals and objectives (Gomes et al., 2013).

• Achieving effective means of negotiationis the fourth step for mergers and acquisitions. This intiates when the target merger is selected. Consideration of the different negotiations enables the personnel to come to a negotiated conclusion, which is also known as the “bear hug”. Dedication and commitment towards this negotiation reflects the mutual understanding between the companies, which possesses flexibility towards achieving long term profit in the efficient execution of the business operations (Ferreira et al., 2014).
• The penultimate stage is post  merger integration, where there is an official declaration by the manager regarding the proper sequence of the merging activities. In this stage, the participating companies and organizations agree to abide by the terms and conditions for merger and acquisition.

Mergers and acquisitions can fail under the following situations:

• Discrepancies between the identified objectives and the undertaken strategies
• Lack of oriental approach towards the implementation of strategies
• Lackadaisical attitude towards the execution of the tasks (Fiorentino & Garzella, 2015)
• Optimistic attitude regarding the allocated duties and responsibilities

The chapter starts with an insight into the achievement of Warner Music Group in 2011. Annual revenue of $3 billion enlisted Warner Music Group among the big four music company dealing with recording. Adherence to the terms and conditions of the firms aligned with its royalty in terms of the financial payments. Piracy and aggressive pricing compelled the company to encounter severe financial loss in terms of the revenue. Along with this, bankruptcy was an addition to this financial crisis. Music broadcasting has become popular in the latest trends, of which the cellphone ringtone is a  modern example. The subsequent paragraphs enhance the knowledge of the readers about the dynamics of business operations of the music company.

Types of Mergers and Acquisitions

The main propositions of the chapter is to look into the ways and means, through which the companies and organizations can enhance the value of the investments made by the shareholders. The solution for this is alteration of the current assets, liabilities, equity and operations (Lebedev et al., 2015). Adopting a strategic attitude towards this alteration aligns with the characteristics of the restructing strategies. Along with this, the chapter acts assistance for the businessmen in terms of adopting the appropriate strategies for achieving business growth. Countering this, instead of restructuring, the companies and organizations can reinnovate their strategies, which possesses flexibility to maximize the value of the investments made by the shareholders. This nullifies the questioning of exiting from the competition and brings into discussion the myriad motives. Counter arguing, in some circumstances, the companies and organizations need to exit from the scene, which necessitates the myriad motives- equity carve out, spin off, divestitures and split offs (Tanriverdi & Uysal, 2015). 

The following aspect undertaken by the chapter is the reason behind the firms’ decision to exit. One of the primary reasons is to improve the focus of the firms. Here, focus relates to the application of the limited resources for executing the allocated responsibilities. One of the other reasons is the businessness, which is revealing poor performance in the market. Consistency in this direction aggravates the regulatory concerns. This is the third reason, why the firms are compelled to exit. Lack of oriental approach aggravates the complexities of the firms in terms of selecting the appropriate merger and acquisitor (Lebedev et al., 2015). This deprives the firms from materializing the business, resulting in losses. Along with this, tax obligations act as an obstacle in terms of setting the prices of the products and services, which results in the need for raising funds in order to satisfy the needs, demands and requirements of the stakeholders and shareholders.

Mitigation of the risks is of utmost importance in terms of ensuring the wellbeing of the stakeholders and shareholders. Not using templates for mitigation of the risks compels the firms of spin off from the competition. On the contrary, adopting oriental approach towards the risk mitigation safeguards the firms from encountering conflicts with the customers (Cuypers, Cuypers & Martin, 2017).

The following are some important concepts, which the chapter discusses:

• Divestitures- Cash infusion to the native company for selling the assets to an outsider ot third party
• Spin offs- Payment of stock dividend by the firm  to the shareholders, which consists of the subsidiaries, which are either existing or are created newly
• Equity carve outs- It is similar to the spin-offs. This is in terms of the separate trading of the subsidiary stocks from the parent firms individually (Rahman & Lambkin, 2015)
• Split off and split up- Upon the independence of a firm, generation of new cash is nullified. This aspect reflects the similarity between split off and spin off. On the contrary, split up reflects the segregation of a firm into two or more separate firms for altering their strategy towards the expansion of business
• Tracking stocks- Here, the firms collaborate with the shareholders to regulate the performance of the subsidiary (Barney & Turk, 2016)

The chapter concludes with the evaluation phase, which is  necessary for selecting the appropriate strategy for the business expansion. This evaluation deals with reviewing the outcomes of divestitures, carve out, spin off and split off. This evaluation helps the firms to plan long term investment returns, which enhances the stability in the relationship between the stakeholders and shareholders. Maintenance of consistency in this direction adds firmness in the market position of the firms securing their stance within the competitive ambience (Brueller, Carmeli & Drori, 2014).

9 Reasons Why Mergers and Acquisitions Take Place

One of the key aspects of mergers and acquisitions is the exit and restructuring strategies being initiated by the business organizations. Though, it is true that merger and acquisitions are being initiated by the business organizations in order to enter in a new market or new region (Dong, 2012).  However, the strategies of entering in the new market can get failed and in that case, it is important for the business organizations to have the effective strategies for exit from the particular business area. One of the key examples of the business failure given is the failure of Kodak. They are the first organization to have invented digital camera and commercialized it in the market. However, due to their incompetency of coping up with the competition and change in the taste and preference pattern of the customers, they failed in their business activities and ultimately went for exiting the business. One of the key issues being identified for Kodak in failing to operate effectively in the market is the failure to adjust with the rapid digitization in the market.

However, in the later stage, Kodak tried to restructure their business activities by diversifying in the business of producing inkjets. However, that business also came to a halt due to increased competition in the market. Ultimately, they filed for insolvency in the US bankruptcy court for being declared as bankrupt. This strategy helped them in having some time for selling their patents to the potential buyers along with reducing their internal cost by decreasing the amount in pension and other employee benefits. Thus, their average cost of operation was reduced.

However, there are various options of liquidation being available to the business organization other than going for bankruptcy. One of the prime options being available for the business organizations other than bankruptcy is the voluntary settlements (Baird, 2014). This option helps the organizations to settle their bankruptcy proceedings without the involvement of the court. In this case, the creditors and the insolvent organizations came to an agreement about their settlement outside of the court. Thus, it helps both the insolvent organizations and the creditors to reduce the cost of court proceedings being involved in the case of the bankruptcy. It enables the creditors in recovering more amount of investment being done by them in the insolvent firm (Muscat, 2016). This due to the reason that, in the case of court proceedings, huge amount is being involved which will be saved due to the settlements outside the court. In this case, the creditors are being responsible in determining the financial condition of the insolvent organization and will provide recommendations accordingly.

Principles of Merger and Acquisition

According to Elias and Bayer (2015), the concept and design of bankruptcy depends and varies according to the situations being faced by different organizations. According to them, in a few cases, court proceedings are required for settlements of the bankruptcy for the organizations. This is due to the reason that, according to the authors, various organizations face situation of having issue with their creditors. Thus, in that case, it is not possible for the organizations to deal or settle the issue with their creditors outside of the court. In this case, it is important for the court to involve in the matter and continue the settlement process. However, the chapter 17 in this book has not discussed about the shortcoming of this concept.

In the court settlements of bankruptcy, there are two types of situation that can be generated for the organizations as well as for the creditors. One of the situations is the voluntary process of bankruptcy. In this case, the debtor firm files the petition for bankruptcy to the court. On the other hand, involuntary process of bankruptcy occurs when the creditors are doing the filing for the court proceedings in the case of bankruptcy (Paik, 2013). The key advantage being discussed here in this chapter about the court proceeding of bankruptcy is the legal protection or immunity of the debtor. This is due to the reason that, in the case of filing the petition in the court, the debtor is protected from any legal proceedings against them until the time of the ending of the proceedings.

In few cases, reorganizations are being initiated by the insolvent organizations. In the case of reorganization, the insolvent organization has the options of file the reorganization plan to the creditors. In this case, the insolvent organizations will have the maximum 20 months of time to convince the creditors in accepting the reorganization plan. The acceptance of the reorganization plan will help them to prevent the chance of bankruptcy and to start the operational process again (Adler, Baird & Jackson, 2017). However, it is up to the creditors to accept the proposal of reorganization for the insolvent organization. In addition, in the case of any fraud or scam in the organization, the creditors may apply to the court for appointment of trustee to look after the particular organization during the time period of reorganization.

According to Fisher & Martel (2012), reorganization proposal is the most effective form of preventing the emergence of bankruptcy. According to the authors, proposal for reorganization helps the insolvent organization and the creditors in determining the effective and beneficial ways of preventing the issue of insolvency by reorganizing the operational activities. In addition, they have also stated that, the proposal of reorganization has beneficial factors for the creditors also. This is due to the reason that, in the case of bankruptcy, there is very less chance of recovering the entire investment of them from the insolvent organization. This is due to the reason that, according to the law of bankruptcy, the amount to be repaid will only get valued to the valuation of the organization and not to the personal valuation of the stakeholders. Thus, it is unlike that the creditors can have their entire investment back from the insolvent organization. In this case, reorganization will be beneficial due to the reason that in the case of successful implementation of the reorganization, there is a chance of recovering the entire amount of the investment of the creditors.

Stages of Mergers and Acquisitions

The most effective strategy of preventing the effect of insolvency is to merge the insolvent firm with another firm having favorable operational status in the market. However, in this case, one factor to be considered is the merging of the firms in the similar business line. This is due to the reason that, the merging will get successful only when the organizations having the expertise and experience in the particular market segment similar to the insolvent firm (Brakman et al., 2013). This will help the insolvent organization in gaining the required expertise, strategy and capital to regain the lost market presence. On the other hand, the expertise organization will also have the benefits from merger. This is due to the fact that, the merging organization will have the access of the expertise of the insolvent organization along with their resources. The patent possessed by them can also be accessed by the expertise organization. This will in turn enhance the competitive advantages of the organization.

According to Bena & Li (2014), there are various benefits of mergers between the organizations. This is due to the reason that, merger between the organizations will help both the organization in gaining the competitive advantages in the market. In addition, merging of both organizations will help to increase the market share and market presence in the market. Another key advantage of merger of the organizations is the enhancement of the generation of innovations. This is due to the reason that, merging of both the organizations will accumulate the technologies and competitive advantages and this in turn will enhance the process of generation of innovative ideas.

In the case of mergers and acquisitions, various organizations consider different factors in order to initiate their process of merger and acquisition. However, in the recent years, one of the key trends being noticed is the cross border merger and acquisition (Erel, Liao & Weisbach, 2012). Organizations from different countries are entering in the foreign market by merging or acquiring a domestic organization. This helps them in effective initiation of the international business strategy along with effective penetration in the foreign market.

There are various market entry strategies being available for the organizations in entering the international business. One of the key market entry strategies is direct investment in the host country (Raff, Ryan & Stahler, 2012). This strategy enable the organization in investing by own in the host country and with the help of this, the whole control of manufacturing, operating and marketing of their products and services will be with them. However, there are few shortcomings are associated with this strategy which includes high risks and huge investment cost. Another strategy is exporting which reduce the business risk but do not enable the organization in having market presence in the host market (Grunig & Morschett, 2012).

Reasons for Failure of Merger and Acquisition

One of the key influencing factors being identified for enhancing the rate of cross border merger and acquisition is the need of geographical and industrial diversification. This is due to the reason that, expanding in the international market helps the organizations in gaining foothold in different market (Cieslik, Kaciak & Welsh, 2012). Thus, their brand identity and brand exposure is enhanced in the global market. Moreover, it is also been seen that organizations are operating in different sectors in the host market compared to their home market. Thus, the geographical diversification gets accomplished, which in turn reduce the business risk associated with them.

According to Schmid & Walter (2012), geographical diversification helps the organizations in enhancing their financial value. This is due to the reason that, geographical diversification enable the organizations in catering to different set of customers in different regions. Thus, the business risk associated with operating with a single product will be reduced for the organization.

Another important influencing factor for international expansion of the organizations is the optimal utilization of resources. This is due to the reason that, employee cost is much lower in the developing countries compared to the developed countries. Thus, it is beneficial for the organizations to have their manufacturing unit in the developing countries, which will reduce their cost of production as well as cost of human resources (Gunther & Launav, 2012). Moreover, various regions around the world are having abundance of natural and other resources, which are inadequate in the home country of the particular organization. Thus, international expansion will help the organizations to have access of resources required for them.

According to Kontinen & Ojala (2012), international expansion helps the organization in gaining competitive advantage in the market. This is due to the reason that, according to the authors, effective utilization of the resources helps the organizations in having the abundance of raw materials for their manufacturing process. In addition, international expansion helps them in reducing the cost of production, which in turn helps them to gain more profit margin from the market as well as providing cost effectiveness to their customers.

In this chapter, there are various challenges being identified that to faced by the organizations opting for international expansion. One of the key challenges to be faced is the political and economic challenges (Caprar et al., 2015). This is due to the reason that, in the entering and operating in the new market, the organizations have to adhere with the local rules and regulations. In addition, the rules and regulations in different countries are different and varied. Thus, it will be difficult for the organizations to adhere with different rules and regulations. Moreover, the excessive regulations by the government and emergence of political instability may pose threat for the organizations in international expansion.

Deeper Insight into Chapter 16

Various measures can be used in reducing the effectively determining the risk in the international expansion. One of the key strategies is initiation of merger and acquisition. This is due to the reason that, merger and acquisition helps the organizations to reduce their associated risk in the international business (La Rosa et al., 2013). Merging with another domestic firm in the host country helps the foreign organization in effectively targeting the host market along with gaining the required brand identity. Another tool that can be used by the organization in determining the risk of the host country is with the help of scenario planning. With the help of the scenario planning, the economy of the host country can be effectively determined along with their growth rate and cash flow. Thus, it will be beneficial for the organizations to have the economic details of the host country prior to their entry in the selected market.

According to Prikazyuk (2014), insurance plays an important role in effecting the business organization in minimizing their associate business risk. This is due to the reason that, insurance helps the organizations in taking risks of transporting the good around the world. Thus, the market area of operation for the business organization in their international business will get increased.

Conclusion

This assignment emerges successful in providing an insight into the dynamics of mergers and acquisitions. In-depth discussion of some of the chapters enhancing the clarity of the businessmen regarding the efficient and effective means of securing their market position. The assignment is divided into two portions, which makes the readers understand the main points covered by the assignment. The first segment is a detailed introduction enhances the knowledge of the businessmen in terms of the basic concepts, principles and reasons of failure regarding the merger and acquisitions. The second part of the assignment projects the chapter overview of the suggested source. This generates questions within the minds of the audience regarding the assumptions made, which is answered in the subsection of the second part, where the propositions and assumptions are discussed in details.

References

Adler, B., Baird, D. G., & Jackson, T. H. (2017). Bankruptcy: Cases, Problems, and Materials (Vol. 4). Foundation Press.

Baird, D. (2014). Elements of Bankruptcy, 6th (Concepts and Insights Series). West Academic.

Barney, J. B., & Turk, T. A. (2016). 5 Superior Performance from Implementing Merger and Acquisition Strategies: A Resource-Based. The Management of Corporate Acquisitions: International Perspectives, 105.

Important Concepts Discussed in Chapter 16

Bena, J., & Li, K. (2014). Corporate innovations and mergers and acquisitions. The Journal of Finance, 69(5), 1923-1960.

Bena, J., & Li, K. (2014). Corporate innovations and mergers and acquisitions. The Journal of Finance, 69(5), 1923-1960.

Brakman, S., Garretsen, H., Van Marrewijk, C., & Van Witteloostuijn, A. (2013). Cross?Border Merger & Acquisition Activity and Revealed Comparative Advantage in Manufacturing Industries. Journal of Economics & Management Strategy, 22(1), 28-57.

Brueller, N. N., Carmeli, A., & Drori, I. (2014). How do different types of mergers and acquisitions facilitate strategic agility?. California Management Review, 56(3), 39-57.

Caprar, D. V., Devinney, T. M., Kirkman, B. L., & Caligiuri, P. (2015). Conceptualizing and measuring culture in international business and management: From challenges to potential solutions.

Cartwright, S., & Cooper, C. L. (2014). Mergers and acquisitions: The human factor. Butterworth-Heinemann.

Cie?lik, J., Kaciak, E., & Welsh, D. H. (2012). The impact of geographic diversification on export performance of small and medium-sized enterprises (SMEs). Journal of International Entrepreneurship, 10(1), 70-93.

Cooper, C. L., & Finkelstein, S. (Eds.). (2014). Advances in mergers and acquisitions. Emerald Group Publishing.

Cooper, C. L., & Finkelstein, S. (Eds.). (2014). Advances in mergers and acquisitions. Emerald Group Publishing.

Cuypers, I. R., Cuypers, Y., & Martin, X. (2017). When the target may know better: Effects of experience and information asymmetries on value from mergers and acquisitions. Strategic Management Journal, 38(3), 609-625.

Dong, M. (2012). Mergers and acquisitions. Behavioral Finance: Investors, Corporations, and Markets, 491-509.

Elias, S., & Bayer, L. (2015). The new bankruptcy: will it work for you?. Nolo.

Erel, I., Liao, R. C., & Weisbach, M. S. (2012). Determinants of cross?border mergers and acquisitions. The Journal of Finance, 67(3), 1045-1082.

Ferreira, M. P., Santos, J. C., de Almeida, M. I. R., & Reis, N. R. (2014). Mergers & acquisitions research: A bibliometric study of top strategy and international business journals, 1980–2010. Journal of Business Research, 67(12), 2550-2558.

Fiorentino, R., & Garzella, S. (2015). Synergy management pitfalls in mergers and acquisitions. Management Decision, 53(7), 1469-1503.

Fisher, T. C., & Martel, J. (2012). The impact of debtor-friendly reforms on the performance of a reorganization procedure.

Galpin, T. J., & Herndon, M. (2014). The complete guide to mergers and acquisitions: Process tools to support M&A integration at every level. John Wiley & Sons.

Garzella, S., & Fiorentino, R. (2014). A synergy measurement model to support the pre-deal decision making in mergers and acquisitions. Management Decision, 52(6), 1194-1216.

Gomes, E., Angwin, D. N., Weber, Y., & Yedidia Tarba, S. (2013). Critical success factors through the mergers and acquisitions process: revealing pre?and post?M&A connections for improved performance. Thunderbird international business review, 55(1), 13-35.

Grünig, R., & Morschett, D. (2012). Evaluating market entry modes. In Developing International Strategies (pp. 123-148). Springer Berlin Heidelberg.

Günther, I., & Launov, A. (2012). Informal employment in developing countries: Opportunity or last resort?. Journal of development economics, 97(1), 88-98.

Judd, D. (2016). Mergers and acquisitions. MHD Supply Chain Solutions, 46(1), 40.

Kontinen, T., & Ojala, A. (2012). Internationalization pathways among family-owned SMEs. International Marketing Review, 29(5), 496-518.

La Rosa, M., Dumas, M., Uba, R., & Dijkman, R. (2013). Business process model merging: An approach to business process consolidation. ACM Transactions on Software Engineering and Methodology (TOSEM), 22(2), 11.

Lebedev, S., Peng, M. W., Xie, E., & Stevens, C. E. (2015). Mergers and acquisitions in and out of emerging economies. Journal of World Business, 50(4), 651-662.

Marks, M. L., & Mirvis, P. H. (2015). Managing the precombination phase of mergers and acquisitions. In Advances in Mergers and Acquisitions (pp. 1-15). Emerald Group Publishing Limited.

Muscat, A. (2016). The liability of the holding company for the debts of its insolvent subsidiaries.

Paik, Y. (2013). The bankruptcy reform act of 2005 and entrepreneurial activity. Journal of Economics & Management Strategy, 22(2), 259-280.

Prikazyuk, N. (2014). Role of internet in insurance services realization. Bulletin of Taras Shevchenko National University of Kyiv. Economics.

Raff, H., Ryan, M., & Stähler, F. (2012). Firm Productivity and the Foreign?Market Entry Decision. Journal of Economics & Management Strategy, 21(3), 849-871.

Rahman, M., & Lambkin, M. (2015). Creating or destroying value through mergers and acquisitions: A marketing perspective. Industrial Marketing Management, 46, 24-35.

Schmid, M. M., & Walter, I. (2012). Geographic diversification and firm value in the financial services industry. Journal of Empirical Finance, 19(1), 109-122.

Tanriverdi, H., & Uysal, V. B. (2015). When IT capabilities are not scale-free in merger and acquisition integrations: how do capital markets react to IT capability asymmetries between acquirer and target?. European Journal of Information Systems, 24(2), 145-158.

Von Kalinowski, J. O., Sullivan, P., McGuirl, M., Folsom, R., & Fine, F. (2016). Determining Legality and Defenses (Vol. 2). Antitrust Laws and Trade Regulation, Second Edition.