A Quick View to the Understanding of Mergers and Acquisitions – The Legal Lock

What are Mergers and Acquisitions?

Mergers and acquisitions (M&A) are agreements that include the joining of two businesses in some way. While being used interchangeably, mergers and acquisitions (M&A) have distinct legal definitions. In a merger, two businesses of comparable size come together to form a single new entity. Contrarily, an acquisition occurs when a larger corporation buys a smaller company, ultimately absorbing the smaller company’s business. Depending on the target company’s board of directors’ permission, M&A agreements can be friendly or hostile.

what are Mergers?

The boards of directors of the merging firms accept the union and request shareholder approval. For instance, the Digital Equipment Corporation and Compaq agreed to a merger in 1998, as a result of which Compaq acquired the Digital Equipment Corporation.

Then, in 2002, Compaq and Hewlett-Packard merged to form HP. Prior to the merger, Compaq’s ticker symbol was CPQ. The present ticker symbol was made by combining this with Hewlett-ticker Packard’s symbol (HWP) (HPQ).

what are Acquisitions?

In a straightforward acquisition, the acquiring corporation buys the majority of the acquired company, which keeps its name and organizational structure unaltered. The acquisition of John Hancock Financial Services by Manulife Financial Corporation in 2004 is an illustration of this kind of deal, where both businesses kept their organizational names and identities.

What is Consolidation?

By integrating core companies and doing away with outdated organizational structures, consolidation results in the creation of a new company. Shares of common ownership in the new company are distributed to shareholders of the two companies who have approved the merger. As an illustration, the 1998 announcement of the merger between Citicorp and Travelers Insurance Group led to the creation of Citigroup.

What is Tender Offers?

In a tender offer, one business proposes to buy the other business’s outstanding stock for a predetermined amount rather than the going rate. Bypassing management and the board of directors, the acquiring business makes the offer straight to the shareholders of the target company. For example, Johnson & Johnson made a $438 million tender offer to buy Omrix Biopharmaceuticals in 2008. At the end of December 2008, the company had accepted the tender offer, and the transaction had been completed.

Types of Transactions in Mergers and Acquisitions

1. Horizontal

A horizontal merger takes place between two businesses that function in related fields but may or may not be direct rivals.

2. Vertical

Along the supply chain, a vertical merger occurs between a business and a supplier or customer. By moving up or down the supply chain, the company hopes to strengthen its position within the market.

3. Conglomerate

This kind of deal is typically made between businesses in unrelated industries and is done for diversification purposes.

4. Market-extension merger

Two businesses that offer the same goods in various markets.

5. Product-extension merger

Two businesses competing in the same market with various but similar items.

What is Purchase Mergers?

This type of merger takes place when one corporation buys another company, as the name implies. Cash is used to make purchases, or some types of debt instruments may also be issued. The taxable nature of the sale draws acquiring businesses, who profit from the tax advantages. Purchased assets can be written up to their actual purchase price, and the difference between their book value and the purchase price can decrease each year, lowering the amount of taxes that the purchasing business must pay.

What is Consolidation Mergers?

With this merger, a whole new company was created, and the two businesses were acquired and merged under the new organization. Same tax conditions apply as they would in a buy merger.

How Acquisitions Are Financed

A business can acquire another business using cash, equity, the assumption of debt, or any combination of the three. One corporation frequently buys the whole asset portfolio of another company in smaller transactions. Company X pays cash for all of Company Y’s assets, leaving Company Y with nothing except cash (and debt, if any). Of course, Company Y degenerates into a mere shell and eventually liquidates or expands into other industries.

Reverse mergers, a different type of purchase arrangement, allow a private business to become public relatively quickly. Reverse mergers happen when a private company with promising future prospects that is desperate to get financing buys a publicly traded shell company with scant assets and no real business operations. The public firm and the private company reverse merger, creating a new public corporation with marketable shares.

How Mergers and Acquisitions Are Valued

The target firm will be valued differently by the two corporations involved on either side of an M&A deal. Naturally, the buyer will try to purchase the company for the least amount of money while the seller will value it as highly as they can. Fortunately, a company can be evaluated objectively by looking at similar businesses in the same sector and relying on the following indicators.

Price-to-Earnings Ratio (P/E Ratio)

An acquiring business makes an offer that is a multiple of the earnings of the target company using a price-to-earnings ratio (P/E ratio). The acquiring business will get good advice on what the target’s P/E multiple should be by looking at the P/E for all the companies in the same industry group.

Enterprise-Value-to-Sales Ratio (EV/Sales)

The acquiring corporation uses an enterprise-value-to-sales ratio (EV/sales) to make an offer that is a multiple of revenues while being cognizant of the price-to-sales (P/S ratio) of rival firms in the sector .

Discounted Cash Flow (DCF)

A company’s present value is established using a discounted cash flow (DFC) analysis, a crucial valuation method in mergers and acquisitions. Forecasted free cash flows are discounted to a present value using the company’s weighted average cost of capital, which is calculated as net income plus depreciation/amortization (capital expenditures) change in working capital (WACC). Although DCF might be challenging to use correctly, few tools can compete with it as a valuation technique.

Replacement Cost

Acquisitions are occasionally determined by the cost of replacing the target company. Let’s assume for the purpose of argument that a company’s value is equal to the total of its personnel and equipment expenses. The acquiring corporation can really demand that the target sell at that price, or else it will build a rival business at the same price.

Conclusion

Undoubtedly, the process of assembling competent management, acquiring property, and investing in the appropriate machinery is lengthy. In a service industry where the key assets (people and ideas) are difficult to evaluate and develop, this form of pricing wouldn’t make much sense.

Name: Anjali Tiwari

College: UILS- Chandigarh University

Years: 2nd year

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