What Are Mergers and Acquisitions (M and A): A Complete Overview

Jan 04, 2024 By Triston Martin

Financial transactions combine or transfer substantial corporate assets in mergers and acquisitions (M&A). One corporation buys another and becomes its owner. However, two similar-sized corporations unite to form a new company under one name. Like Daimler-Benz and Chrysler establishing DaimlerChrysler, mergers may be equal or amicable when both CEOs think it's advantageous.

While "mergers" and "acquisitions" are often used interchangeably, communication and agreement are different. Even an acquisition is a merger if the target company's board, workers, and shareholders approve. Target-opposed takeovers are always purchases. Understanding mergers and acquisitions associate entails examining the deal, its communication, and whether it creates or absorbs a new business.

Types of Mergers and Acquisitions (M&A)

The common types of mergers and acquisitions are:

Mergers

M&A involves several deals with different features. Directors of two companies seek shareholder approval to consolidate. Compaq bought DEC in 1998. After Compaq joined HP in 2002, HPQ was produced by merging CPQ and HWP. Friendly acquisitions and equal mergers are possible. As with the DaimlerChrysler merger, similar-sized corporations join to form a new company. Friendly acquisitions occur when both firms agree to the purchase arrangement for mutual benefit. Understanding mergers and acquisitions benefits in transactions requires assessing teamwork, agreement, and organizational structure. The key is how boards, shareholders, and workers see and approve a merger or acquisition.

Acquisitions

A simple acquisition gives the acquiring business a majority interest in the acquired company without changing its name or structure. This transaction keeps both entities' identities and operations separate. For instance, Manulife Financial Corporation purchased a majority stake in John Hancock Financial Services while retaining its identities and structures. This strategy leveraged John Hancock's brand and client base to boost Manulife's financial services reach.

Keeping names and organizational structures in such purchases is typically done to leverage brand value and operational savings. It shows respect for the acquired company's uniqueness and a strategic approach to leveraging synergies. Simple acquisitions allow organizations to increase their market presence, diversify their offers, and improve their competitive position while retaining their identity and operations. Effective integration plans that use both companies' capabilities to benefit each other are crucial to such acquisitions.

Consolidations

Consolidation is a strategic business move that merges two companies' core activities and discards their corporate frameworks. Stockholders of both firms must approve the amalgamation, and they get common equity shares in the new company. The 1998 merger of Citicorp and Travelers Insurance Group created Citigroup. This required integrating their operations, services, and corporate activities into a synergistic firm. Citicorp and Travelers Insurance Group stockholders helped approve the transaction and became Citigroup shareholders.

Complex strategic consolidations strive to harness each company's assets, generate operational synergies, and boost market competitiveness. Consolidating corporations save resources, streamline operations, and position themselves for industry development by eliminating obsolete corporate structures and forming a new, united company.

Tender Offers

In tender offers, one business offers to buy another's shares at a price that may be lower than the market price. This transaction bypasses management and the board of directors by directly communicating the offer to the target company's shareholders. Johnson & Johnson tender-offered $438 million to purchase Omrix Biopharmaceuticals in 2008. Tender offers include the acquiring business directly contacting target company shareholders to offer them a price to sell their shares. Omrix Biopharmaceuticals, the target firm, accepted the tender offer, completing the purchase by December 2008.

Tender offers allow corporations to buy other firms' ownership holdings directly and transparently, but shareholder agreement is crucial to the deal's success. This technique simplifies interactions between the purchasing business and the target company's shareholders, potentially speeding up the purchase.

Acquisitions of Assets

A firm immediately acquires the assets of another company, requiring shareholder permission. This purchase emphasizes acquiring certain assets like intellectual property, technology, or physical assets rather than controlling the entire organization. During bankruptcy, firms bid for certain assets of a financially challenged or insolvent corporation. Many corporations compete to purchase strategic assets through competitive bidding. After the acquisition, the bankrupt firm is liquidated, and the winning bidders receive the assets.

Companies can use this purchase form to improve their skills, extend their market presence, or acquire significant intellectual property without assuming the target company's operations. It enables more focused and selective acquisition of critical assets to strengthen a company's portfolio or meet specific business objectives.

Management Acquisitions

A management acquisition, also known as a management-led buyout (MBO), involves firm leaders buying a majority share in another company to privatize it. MBO executives work with financiers or former corporate officers to seek investment. These mergers usually require majority shareholder approval and depend largely on debt finance.

Management acquisitions include Dell Corporation in 2013. Its creator, Michael Dell, led the acquisition, a rare MBO by management. In this scenario, Michael Dell, partners, and financiers bought out the publicly listed Dell Corporation. Successful acquisitions require finance, shareholder approval, and alignment with the management team's strategic objective. Management acquisitions allow executives to control the company's direction and operations more and frequently undertake strategic reforms or turnarounds.

Structure of Mergers

Mergers vary by company connection and strategic aims. A horizontal merger comprises two competing firms with comparable products and markets. The merging of two automakers pursuing the same market is a horizontal merger. Vertical mergers unite a corporation with a client or supplier. A vehicle manufacturer-steel supplier merger is an example. A TV maker and cable provider merging is a congeneric merger.

When corporations sell the same items in multiple markets, market-extension mergers occur. A market-extension merger involves two popular clothes merchants from separate locations. A product-extension merger is when a smartphone maker and an accessory firm merge to provide separate but related items in the same market.

Finally, conglomerate mergers combine corporations with different businesses. Technology and food and beverage companies may combine. Purchase-mergers, where one firm acquires another, and consolidations when two companies join, may also be classed by funding. Strategic aims, market circumstances, and legal considerations determine types of mergers and acquisitions and financing mechanisms, with investors weighing market dominance, synergy potential, and competitive advantages.

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