Mergers & Acquisitions
Für den Kurs Mergers & Acquisitions
Für den Kurs Mergers & Acquisitions
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Flashcards
Why might a bidder obtain a toehold?
solve-free-rider problem, recoup bidding costs
If there are many small shareholders, each of them considers himself/herself not pivotal (not decisive) for the success of the tender offer.
winner is most likely overpaying for the target -> paying in stock
management entrenchment, agency costs of free cash-flow
synergies, transaction costs, disciplinary rate!
Maturing product line, Value creation through horizontal & vertical mergers, Acquisition of resources or capabilities, diversification, Economies of scale, Improved capacity utilization, Economies of scope
Strategic mergers 1992-2000: Technology, Globalization, Positive economic environment, wide us of stock-for-stock transaction, MEGAMERGERS, End: Internet bubble
Deal decade 1981-1989: Surge in the economy and stock market, international competition, LBOs, Bust-up acquisitions (A corporate buyout in which the acquirer sells off a piece of the company in order to pay down some of the debt used to finance the initial buyout, End: Government actions, Bankruptcy of Drexel Burnham, Dvelopment of powerful takeover defenses, Economic recession associated with Gulf War
Conglomerate mergers 1965-1970: Declining relative importance of horizontal&vertical mergers, product extension mergers, End: Antitrust laws, punitive tax laws, declining stock prices
Second merger movement 1922-1929: Vertical mergers, Product-extension, market-extension, „merging for oligopoly“, End: Economic slowdown in 1929
1895-1904 Market consolidation: Horizontal mergers, transformation of regional firms to national firms, economies of scale, „merging for monopoly“, End: some combinations failed to realize their expectations, economy went into recession
How does an Arbitrageur invests in a stock Merger?
In a stock merger, risk arbitrageur take a long position in the target stocks and shorts the acquirer stock to hedge out market risk
1st tier typically for cash (to obtain 50% or more) 2nd tier may offer a smaller value because control is already established (often paid in debt securities), “Three-piece suitor”: Initial toehold, tender offer to obtain control, freeze- out purchase of minority shareholders
Firms engaged in unrelated types of business activities, Financial conglomerates operate as internal capital markets providing funds and undertake strategic planning but do not participate in operating decisions.
Product extension mergers or concentric mergers to broaden Product lines geographic market extension mergers pure conglomerate mergers
Firms at different stages of production or operation, Information and transaction efficiency (planning for inventory & production, costs of searching for contracting, prices,...), Depending on the costliness of market exchange & contracting
Firms in same kind of business activity, Benefits from economies of scale and synergies from combining best practices , Government regulation due to potential anticompetitive effects (Fear of monopoly power)
What is a tender offer?
Direct offer to shareholders to sell (tender) their shares, Specified price, Friendly or hostile (offer made without approval of the board)
Describe Mergers!
Negotiated deal, Friendly parties (mostly), Mutually agreeable decision to combine companies