Warren Buffett highlighted in his 1994 letter to shareholders, the futility in trying to make economic prediction while investing. Let us go further down the same letter and see what other investment wisdom the master has to offer.
One of the biggest qualities that separate the master from the rest of the investors is his knack of identifying on a consistent basis, investments that have the ability to provide the best risk adjusted returns on a long-term basis. In other words, the master does a very good job of arriving at an intrinsic value of a company based on which he takes his investment decisions. Indeed, if the key to successful long-term investing is not consistently identifying opportunities with the best risk adjusted returns than what it is.
However, not all investors and even the managers of companies are able to fully grasp this concept and get bogged down by near term outlook and strong earnings growth. This is nowhere more true than in the field of M&A where acquisitions are justified to the acquiring company's shareholders by stating that these are anti-dilutive to earnings and hence, are good for the company's long-term interest. The master feels that this is not the correct way of looking at things and this is what he has to say on the issue.
"In corporate transactions, it's equally silly for the would-be purchaser to focus on current earnings when the prospective acquiree has either different prospects, different amounts of non-operating assets, or a different capital structure. At Berkshire, we have rejected many merger and purchase opportunities that would have boosted current and near-term earnings but that would have reduced per-share intrinsic value. Our approach, rather, has been to follow Wayne Gretzky's advice: "Go to where the puck is going to be, not to where it is." As a result, our shareholders are now many billions of dollars richer than they would have been if we had used the standard catechism."
He goes on to say, "The sad fact is that most major acquisitions display an egregious imbalance: They are a bonanza for the shareholders of the acquiree; they increase the income and status of the acquirer's management; and they are a honey pot for the investment bankers and other professionals on both sides. But, alas, they usually reduce the wealth of the acquirer's shareholders, often to a substantial extent. That happens because the acquirer typically gives up more intrinsic value than it receives."
Indeed, rather than giving in to their adventurous instincts, managers could do a world of good to their shareholders if they allocate their capital wisely and look for the best risk adjusted return from the excess cash they generate from their operations. If such opportunities turn out to be sparse, then they are better off returning the excess cash to shareholders by way of dividends or buybacks. However, unfortunately not all managers adhere to this routine and indulge in squandering shareholder wealth by making costly acquisitions where they end up giving more intrinsic value than they receive.
http://www.equitymaster.com/detail.asp?date=2/7/2008&story=2
Keep INVESTING Simple and Safe (KISS) ****Investment Philosophy, Strategy and various Valuation Methods**** The same forces that bring risk into investing in the stock market also make possible the large gains many investors enjoy. It’s true that the fluctuations in the market make for losses as well as gains but if you have a proven strategy and stick with it over the long term you will be a winner!****Warren Buffett: Rule No. 1 - Never lose money. Rule No. 2 - Never forget Rule No. 1.
Showing posts with label merger and acquisition. Show all posts
Showing posts with label merger and acquisition. Show all posts
Tuesday 20 April 2010
Saturday 17 April 2010
Mergers and acquisitions back with a bang
STUART WASHINGTON
April 17, 2010AFTER sharemarkets plummeted in 2008 and the world was on the precipice of a global economic disaster, US Federal Reserve governors used the word ''panic''.
Fast forward 18 months and the Australian corporate landscape has shifted with a rapidity that has surprised even the most seasoned market watchers.
This week the ASX 200 topped 5000 amid evidence Australia's mergers-and-acquisition market has reignited.
Macarthur Coal juggles three suitors. AXA is being stalked by two camps of would-be buyers. One of those buyers, AMP with $13.4 billion market capitalisation, is frequently named as being in the cross-hairs of a takeover itself.
Thomson Reuters data shows announced takeovers reached $US28.8 billion ($A30.8 billion) for the first quarter of 2010, pushing the year-to-date levels back towards boom-time peaks last experienced through 2007.
''I think it is more likely to be part of a longer wave,'' says David Cassidy, an equity strategist at broking firm UBS.
''Cyclical'' is how Cassidy describes a corporate world that moved from instances of insane levels of debt in 2006 and 2007 to very real questions about survival in 2008 and a slew of desperate capital raisings in 2009.
But a sharp recovery in Australia's economic fortunes has the sharemarket ticking higher. Earlier this month Cassidy lifted his forecast for the ASX 200 to 5550 by year-end.
And in lockstep with a resurgent sharemarket is the prospect of a return to heady levels of mergers-and-acquisitions.
UBS nominates sharemarket operator ASX, financial services business Suncorp Metway, Australian energy-and-power business AWE, Bank of Queensland, media buyer Mitchell Group, technology play Redflex and New Zealand casino Sky City as its top likely targets.
The wave of mergers-and-acquisitions shares common features with the pre-crisis boom (Cassidy singles out the absence of private equity as the most notable difference this time around).
First, many takeovers are now focused on a Chinese-led resources boom that is likely to bring high-level policy issues and low-level rabble rousing as China's interest in Australian assets continues.
''China is now Australia's largest trading partner. Just like the Japanese in the '80s, China is now looking to rapidly integrate vertically across the supply chain,'' says Tony O'Sullivan, an investment banker with boutique advisory firm O'Sullivan Partners.
Second, in common with the pre-crisis boom, retail shareholders will face the significant question - should I stay or should I go? - when they find themselves caught up in a bidding war.
Academic literature points to several indicators retail shareholders can look to as they decide whether the day their company announces its intention to buy another company is as good as it gets.
Third, the resurgence also has in common with the pre-crisis boom the often overlooked reality: it too will end.
First, how did we get back to investment bankers spruiking deals again?
Despite signs of health in the economy, it would be easy to see merger-and-acquisition activity as vultures picking over carcasses that barely survived the crisis.
In laying the foundations for the recovery, the recapitalisations throughout 2009 was a central plank, raising more than $US60 billion in equity to restore overstretched balance sheets across the Australian public market.
In Cassidy's view the recapitalisation was the building block that means merger and acquisition activity is more than a ''dead cat'' bounce.
Cassidy cites interest on loans faced by industrial companies of about 20 per cent of available cash before the capital raisings, falling to about 10 per cent of available cash after the capital raisings.
Just like a home loan, the more cash you have after you have met your interest bill, the more there is to spend.
''The cycle has swung back in the opposite direction very quickly,'' says Cassidy. ''Two things happened; they raised equity … and the second leg, that's the profits kicking up.''
The result is a lot of cash on the balance sheet available for - you guessed it - mergers and acquisitions.
The asperity with which investment bankers are ringing the bell for mergers and acquisitions, after taking at least $1 billion in fees from the wave or recapitalisations, has not gone unremarked. ''So in four financial years the (investment bank) advice has been 'maximise gearing', 'minimise gearing', and now 're-gear for M&A','' Charlie Aitken, an analyst with broker Southern Cross Equities, wrote in his April 7 newsletter.
''The only winner from that series of advice would be the investment banks themselves.''
But he adds: ''Trust me, the investment banks and their new M&A push will get an audience. Many Australian boards will sit around and say, 'Yes, the world is getting better and we have a good balance sheet, we need to do something'.''
O'Sullivan makes a similar point: ''M&A is incredibly sentiment driven. Every time a chairman and chief executive officer opens the paper and sees a bold move, it gives them the confidence and courage to think about their own business.''
O'Sullivan sees the return of the cycle in mergers and acquisitions being spurred by the demand for resources from the emerging middle classes in India and China.
And he predicts continuing demand for Australia's resources will raise profound policy considerations for Australia similar to the period in the 1980s when it was feared Japan would come to control significant assets within Australia.
He said that to date the Chinese had shown sophistication in avoiding Vegemite-style iconic assets, unlike the disproportionate Japanese interest in Gold Coast real estate.
''The fear, if people like Kevin Rudd have any fear at all, would be we wake up one day and a lot of our minerals have been hollowed out and so [affect] our wealth as a nation,'' he said.
And he said it could be a case for the federal government to rethink ownership structures for Australian resources, moving from a leasehold arrangement rather than outright ownership.
HOW investors should think about mergers and acquisitions has been informed by detailed academic research. US research has shown that acquirers, on average, tend to lose out in takeovers.
The most cited research on the negative experience in US takeovers, by Sara Moeller, Frederik Schlingemann and Rene Stulz, studied 12,000 takeovers of more than $US1 million between 1980 and 2001.
The research found, on average, acquiring firms lost $US25 million of value when a takeover was announced, with problems in acquisitions most pronounced in large company takeovers.
These losses on announcement of activity were long-lasting and were not reversed.
The research found large companies were more likely to offer larger premiums than small companies and also enter transactions where there were no synergy gains.
The research supported as the major reason for these failures the hubris, or overconfidence, among managers in large bidding companies.
Dr Ronan Powell, a senior lecturer in banking and finance with the University of New South Wales' Australian School of Business, said research had repeatedly shown the importance of the initial market reaction in assessing the likely success or failure of a takeover.
The US paper notes: ''The market seems fairly efficient in incorporating the information conveyed by acquisition announcements in the stock price.''
Powell says this ability of the market to judge a takeover accurately means a negative reaction for the acquirer should be a warning for both managers and the company's investors to think again.
And he says a management determined to conclude a negatively received deal indicated a willingness of management to act in its own interests, rather than those of shareholders.
''If it's negative [reaction to a takeover], as a manager you should be questioning this deal,'' he says. ''It's a good way to pick out the really entrenched managers, the ones who say they don't care what the market thinks.''
(As an example, investors need only think of the negative market reaction when Allco announced the purchase of Rubicon in October 2007. The acquisition heralded the end of Allco.)
Powell offers an additional checklist of takeover characteristics that lead to positive outcomes for acquirers, based on research.
- A strong rationale for the acquisition as a strategic necessity rather than overconfident empire-building.
- An acquirer using its shares as acquisition ''currency'' can signal that management believes its shares are overvalued. Think of AOL's takeover of Time Warner; AOL's shareholders would have been best off if they sold the moment the deal was announced.
- A takeover of a listed company rather than a private company is much more likely to result in the acquirer paying too much.
Powell and his student Mark Humphery issued an Australian Business School working paper in January that found the overall Australian takeover experience was significantly better than the US experience.
Their study of 1900 Australian acquisitions between 1993 and 2007 found a net gain to acquirers on takeover announcements of an average of $8 million. The Australian research also found, unsurprisingly, strong links between the company's previous operating performance and its operating performance after a takeover.
There was also a strong link showing the higher the premium paid, the better the operating performance after the takeover.
Of course, the maths are much simpler for investors in a target company considering a takeover offer.
''Obviously the general rule is, if I'm a retail investor … give me a control premium,'' Powell says.
Boutique investment advisory firm Greenhill Caliburn chairman Peter Hunt offers a note of caution on the overall return to economic good times, with recent history underlining how participants and investors should scrutinise potential downsides of any acquisition.
''We should have learnt there's a big risk this (crisis) will happen again because of the speed of the markets and the volatility of the markets and the tendency towards greed at the end of the cycle,'' he says.
''While the politicians and the regulators have talked about the need to stop it happening again, it's not clear to me yet that they will actually do anything meaningful to stop it happening again.''
Announced mergers and acquisitions
Year ending first quarter Value
2006 $95bn
2007 $221bn
2008 $179bn
2009 $113bn
2010 $144bn
2006 $95bn
2007 $221bn
2008 $179bn
2009 $113bn
2010 $144bn
ANNOUNCED DEALS, FIRST QUARTER 2010
SOURCE: THOMSON REUTERS
Target Acquirer Value
AXA Asia Pacific National Australia Bank $6.6bn
Macarthur Coal Peabody Energy $3.7bn
Arrow Energy Investor Group $3.1bn
AXA Asia Pacific (offshore) AXA SA $2bn
WesTrac Seven Network $1.8bn
AXA Asia Pacific National Australia Bank $6.6bn
Macarthur Coal Peabody Energy $3.7bn
Arrow Energy Investor Group $3.1bn
AXA Asia Pacific (offshore) AXA SA $2bn
WesTrac Seven Network $1.8bn
Source: The Age
Tuesday 6 April 2010
Nazir says SC proposal would severely hit M&As
Tuesday April 6, 2010
Nazir says SC proposal would severely hit M&As
By ELAINE ANG
elaine@thestar.com.my
PETALING JAYA: The Securities Commission’s (SC) proposed rule change on the assets and liabilities method of buying listed companies will result in a severe drop in merger and acquisition (M&A) activities in the country, said CIMB Group Holdings Bhd group chief executive Datuk Seri Nazir Razak.
“(The SC proposal) in its present form, absolutely, will cause a drop especially in mergers, not so much takeovers. Value is created by mergers,” he told a press conference to announce the group’s plans to set up a research institute to promote Asean integration yesterday.
The press conference was held on the sidelines of the 7th Asean Leadership Forum.
To recap, the SC had recently issued a consultative paper which proposed to raise the shareholder approval level in an acquisition via assets and liabilities from the current simple majority to 75% shareholder approval.
It also suggested an additional requirement that not more than 10% of shareholders present can object to the deal.
Under Section 132 (c) of the Companies Act, a buyer only needs a simple majority to take out the assets of the listed company.
This allows the buyer to circumvent the Takeover Code, where the threshold to take over a company and de-list it is higher at 90% acceptance of shares outstanding that are not owned by the offeror.
This is aimed at protecting the interests of minority shareholders by requiring a higher threshold of shareholder approval before a deal is done.
Nazir said if the bar was set too high there would be no deals.
“What we want is a framework to protect minorities but enables transactions to be done. In its present form, it is so prohibitive that you will see a very sharp drop in M&As.
“Is that good for the country and capital market?” he said.
Nazir highlighted the need to strike the right balance between the interests of the majority and minority shareholders.
“Minorities also profit a great deal from M&A activities. We have to be very sensible in evaluating the new proposals.
“I have heard comments that the higher the takeover threshold the better, especially for minorities. It is not true that the more power to minorities the better it is.
“Minorities also need deals, mergers and takeovers,” he said.
http://biz.thestar.com.my/news/story.asp?file=/2010/4/6/business/5997210&sec=business
Nazir says SC proposal would severely hit M&As
By ELAINE ANG
elaine@thestar.com.my
PETALING JAYA: The Securities Commission’s (SC) proposed rule change on the assets and liabilities method of buying listed companies will result in a severe drop in merger and acquisition (M&A) activities in the country, said CIMB Group Holdings Bhd group chief executive Datuk Seri Nazir Razak.
“(The SC proposal) in its present form, absolutely, will cause a drop especially in mergers, not so much takeovers. Value is created by mergers,” he told a press conference to announce the group’s plans to set up a research institute to promote Asean integration yesterday.
The press conference was held on the sidelines of the 7th Asean Leadership Forum.
To recap, the SC had recently issued a consultative paper which proposed to raise the shareholder approval level in an acquisition via assets and liabilities from the current simple majority to 75% shareholder approval.
It also suggested an additional requirement that not more than 10% of shareholders present can object to the deal.
Under Section 132 (c) of the Companies Act, a buyer only needs a simple majority to take out the assets of the listed company.
This allows the buyer to circumvent the Takeover Code, where the threshold to take over a company and de-list it is higher at 90% acceptance of shares outstanding that are not owned by the offeror.
This is aimed at protecting the interests of minority shareholders by requiring a higher threshold of shareholder approval before a deal is done.
Nazir said if the bar was set too high there would be no deals.
“What we want is a framework to protect minorities but enables transactions to be done. In its present form, it is so prohibitive that you will see a very sharp drop in M&As.
“Is that good for the country and capital market?” he said.
Nazir highlighted the need to strike the right balance between the interests of the majority and minority shareholders.
“Minorities also profit a great deal from M&A activities. We have to be very sensible in evaluating the new proposals.
“I have heard comments that the higher the takeover threshold the better, especially for minorities. It is not true that the more power to minorities the better it is.
“Minorities also need deals, mergers and takeovers,” he said.
http://biz.thestar.com.my/news/story.asp?file=/2010/4/6/business/5997210&sec=business
Wednesday 31 March 2010
Buffett (1982): Always maintain strict price disciple; a too-high purchase price for the stock of an excellent company can undo the effects of a subsequent decade of favorable business developments.
While the world of stocks seems to be tearing apart on US subprime woes, what could be better than to indulge in some thought provoking lessons that can help you, as an investor, in staying calm in such situations of panic. We saw Buffett (the master) talk about his policies for making acquisitions and how managers tend to overestimate themselves. Let us see what the investing genius had to offer in his 1982 letter to shareholders.
In what was probably a bull market, Berkshire Hathaway, the master's investment vehicle faced a peculiar problem. By that time, the company had acquired meaningful stakes in a lot of other companies but not meaningful enough for these companies' earnings to be consolidated with that of Berkshire Hathaway's. This is because accounting conventions then allowed only for dividends to be recorded in the earnings statement of the acquiring company if it acquired a stake of less than 20%. This obviously did not go down well with the master as earnings of Berkshire in the 'accounting sense' depended upon the percentage of earnings that were distributed by these companies as dividends.
"We prefer a concept of 'economic' earnings that includes all undistributed earnings, regardless of ownership percentage. In our view, the value to all owners of the retained earnings of a business enterprise is determined by the effectiveness with which those earnings are used - and not by the size of one's ownership percentage."
As for some examples in the Indian context, companies like M&M and Tata Chemicals, which hold small stakes in many companies should not be valued based on what dividends these companies pay to M&M and Tata Chemicals but instead one should arrive at the fair value of these companies independently and that value should be attributed on a pro-rata basis to all the shareholders, whether minority or majority.
While the master tackled accounting related issues in the first few portions of the 1982 letter, the next few portions were once again devoted to the excesses that take place in the market time and again. This is what he had to say on corporate acquisitions and price discipline.
"As we look at the major acquisitions that others made during 1982, our reaction is not envy, but relief that we were non-participants. For in many of these acquisitions, managerial intellect wilted in competition with managerial adrenaline. The thrill of the chase blinded the pursuers to the consequences of the catch. Pascal's observation seems apt: 'It has struck me that all men's misfortunes spring from the single cause that they are unable to stay quietly in one room.'"
He further goes on to state, "The market, like the Lord, helps those who help themselves. But, unlike the Lord, the market does not forgive those who know not what they do. For the investor, a too-high purchase price for the stock of an excellent company can undo the effects of a subsequent decade of favorable business developments."
The above comments once again bring to the fore a strict discipline that the master employs when it comes to paying an appropriate price. In fact, as much as his success is built on finding some very good picks like Coca Cola and Gillette, he has never had to sustain huge losses on any of his investment. The math is simple, if you lose say 50% on an investment, to make good these losses, one will have to unearth a stock that will have to rise at least 100% and that too in quick time. A very difficult task indeed! No wonder the master pays so much attention to maintaining a strict price discipline.
http://www.equitymaster.com/detail.asp?date=8/2/2007&story=5
In what was probably a bull market, Berkshire Hathaway, the master's investment vehicle faced a peculiar problem. By that time, the company had acquired meaningful stakes in a lot of other companies but not meaningful enough for these companies' earnings to be consolidated with that of Berkshire Hathaway's. This is because accounting conventions then allowed only for dividends to be recorded in the earnings statement of the acquiring company if it acquired a stake of less than 20%. This obviously did not go down well with the master as earnings of Berkshire in the 'accounting sense' depended upon the percentage of earnings that were distributed by these companies as dividends.
"We prefer a concept of 'economic' earnings that includes all undistributed earnings, regardless of ownership percentage. In our view, the value to all owners of the retained earnings of a business enterprise is determined by the effectiveness with which those earnings are used - and not by the size of one's ownership percentage."
As for some examples in the Indian context, companies like M&M and Tata Chemicals, which hold small stakes in many companies should not be valued based on what dividends these companies pay to M&M and Tata Chemicals but instead one should arrive at the fair value of these companies independently and that value should be attributed on a pro-rata basis to all the shareholders, whether minority or majority.
While the master tackled accounting related issues in the first few portions of the 1982 letter, the next few portions were once again devoted to the excesses that take place in the market time and again. This is what he had to say on corporate acquisitions and price discipline.
"As we look at the major acquisitions that others made during 1982, our reaction is not envy, but relief that we were non-participants. For in many of these acquisitions, managerial intellect wilted in competition with managerial adrenaline. The thrill of the chase blinded the pursuers to the consequences of the catch. Pascal's observation seems apt: 'It has struck me that all men's misfortunes spring from the single cause that they are unable to stay quietly in one room.'"
He further goes on to state, "The market, like the Lord, helps those who help themselves. But, unlike the Lord, the market does not forgive those who know not what they do. For the investor, a too-high purchase price for the stock of an excellent company can undo the effects of a subsequent decade of favorable business developments."
The above comments once again bring to the fore a strict discipline that the master employs when it comes to paying an appropriate price. In fact, as much as his success is built on finding some very good picks like Coca Cola and Gillette, he has never had to sustain huge losses on any of his investment. The math is simple, if you lose say 50% on an investment, to make good these losses, one will have to unearth a stock that will have to rise at least 100% and that too in quick time. A very difficult task indeed! No wonder the master pays so much attention to maintaining a strict price discipline.
http://www.equitymaster.com/detail.asp?date=8/2/2007&story=5
Buffett (1994): Don't get bogged down by near term outlook and strong earnings growth; look for the best risk adjusted returns on a long-term basis
Warren Buffett highlighted, in his 1994 letter to shareholders, the futility in trying to make economic prediction while investing. Let us go further down the same letter and see what other investment wisdom the master has to offer.
One of the biggest qualities that separate the master from the rest of the investors is his knack of identifying on a consistent basis, investments that have the ability to provide the best risk adjusted returns on a long-term basis. In other words, the master does a very good job of arriving at an intrinsic value of a company based on which he takes his investment decisions. Indeed, if the key to successful long-term investing is not consistently identifying opportunities with the best risk adjusted returns than what it is.
However, not all investors and even the managers of companies are able to fully grasp this concept and get bogged down by near term outlook and strong earnings growth. This is nowhere more true than in the field of M&A where acquisitions are justified to the acquiring company's shareholders by stating that these are anti-dilutive to earnings and hence, are good for the company's long-term interest. The master feels that this is not the correct way of looking at things and this is what he has to say on the issue.
"In corporate transactions, it's equally silly for the would-be purchaser to focus on current earnings when the prospective acquiree has either different prospects, different amounts of non-operating assets, or a different capital structure. At Berkshire, we have rejected many merger and purchase opportunities that would have boosted current and near-term earnings but that would have reduced per-share intrinsic value. Our approach, rather, has been to follow Wayne Gretzky's advice: "Go to where the puck is going to be, not to where it is." As a result, our shareholders are now many billions of dollars richer than they would have been if we had used the standard catechism."
He goes on to say, "The sad fact is that most major acquisitions display an egregious imbalance:
- They are a bonanza for the shareholders of the acquiree;
- they increase the income and status of the acquirer's management; and
- they are a honey pot for the investment bankers and other professionals on both sides.
- But, alas, they usually reduce the wealth of the acquirer's shareholders, often to a substantial extent. That happens because the acquirer typically gives up more intrinsic value than it receives."
Indeed, rather than giving in to their adventurous instincts, managers could do a world of good to their shareholders if they allocate their capital wisely and look for the best risk adjusted return from the excess cash they generate from their operations. If such opportunities turn out to be sparse, then they are better off returning the excess cash to shareholders by way of dividends or buybacks. However, unfortunately not all managers adhere to this routine and indulge in squandering shareholder wealth by making costly acquisitions where they end up giving more intrinsic value than they receive.
To read our previous discussion on Warren Buffett's letter to shareholders, please click here - Lessons from the master
http://www.equitymaster.com/detail.asp?date=2/7/2008&story=2
http://www.equitymaster.com/detail.asp?date=2/7/2008&story=2
Monday 1 March 2010
Buffett's Lesson to Merger: Don't give up more than you are getting
A Lesson From Warren Buffett
February 27, 2010
Paul Maidment is Editor, Forbes Media
A Warren Buffett letter to shareholders wouldn't be a Warren Buffett letter to shareholders without at least one self-depreciating but cautionary tale. This year's, which Berkshire Hathaway's chairman says is true but from long ago:
We owned stock in a large well-run bank that for decades had been statutorily prevented from acquisitions. Eventually, the law was changed and our bank immediately began looking for possible purchases. Its managers – fine people and able bankers – not unexpectedly began to behave like teenage boys who had just discovered girls.
They soon focused on a much smaller bank, also well-run and having similar financial characteristics in such areas as return on equity, interest margin, loan quality, etc. Our bank sold at a modest price (that’s why we had bought into it), hovering near book value and possessing a very low price/earnings ratio. Alongside, though, the small-bank owner was being wooed by other large banks in the state and was holding out for a price close to three times book value. Moreover, he wanted stock, not cash.
Naturally, our fellows caved in and agreed to this value-destroying deal. “We need to show that we are in the hunt. Besides, it’s only a small deal,” they said, as if only major harm to shareholders would have been a legitimate reason for holding back. Charlie’s reaction at the time: “Are we supposed to applaud because the dog that fouls our lawn is a Chihuahua rather than a Saint Bernard?”
The seller of the smaller bank – no fool – then delivered one final demand in his negotiations. “After the merger,” he in effect said, perhaps using words that were phrased more diplomatically than these, “I’m going to be a large shareholder of your bank, and it will represent a huge portion of my net worth. You have to promise me, therefore, that you’ll never again do a deal this dumb.”
Lesson to merger mavens: Don't give up more than you are getting.
More wit and wisdom from Warren Buffett.
http://blogs.forbes.com/streettalk/2010/02/27/a-lesson-from-warren-buffett/
February 27, 2010
Paul Maidment is Editor, Forbes Media
A Warren Buffett letter to shareholders wouldn't be a Warren Buffett letter to shareholders without at least one self-depreciating but cautionary tale. This year's, which Berkshire Hathaway's chairman says is true but from long ago:
We owned stock in a large well-run bank that for decades had been statutorily prevented from acquisitions. Eventually, the law was changed and our bank immediately began looking for possible purchases. Its managers – fine people and able bankers – not unexpectedly began to behave like teenage boys who had just discovered girls.
They soon focused on a much smaller bank, also well-run and having similar financial characteristics in such areas as return on equity, interest margin, loan quality, etc. Our bank sold at a modest price (that’s why we had bought into it), hovering near book value and possessing a very low price/earnings ratio. Alongside, though, the small-bank owner was being wooed by other large banks in the state and was holding out for a price close to three times book value. Moreover, he wanted stock, not cash.
Naturally, our fellows caved in and agreed to this value-destroying deal. “We need to show that we are in the hunt. Besides, it’s only a small deal,” they said, as if only major harm to shareholders would have been a legitimate reason for holding back. Charlie’s reaction at the time: “Are we supposed to applaud because the dog that fouls our lawn is a Chihuahua rather than a Saint Bernard?”
The seller of the smaller bank – no fool – then delivered one final demand in his negotiations. “After the merger,” he in effect said, perhaps using words that were phrased more diplomatically than these, “I’m going to be a large shareholder of your bank, and it will represent a huge portion of my net worth. You have to promise me, therefore, that you’ll never again do a deal this dumb.”
Yes, the merger went through. The owner of the small bank became richer, we became poorer, and the managers of the big bank – newly bigger – lived happily ever after.
Lesson to merger mavens: Don't give up more than you are getting.
More wit and wisdom from Warren Buffett.
http://blogs.forbes.com/streettalk/2010/02/27/a-lesson-from-warren-buffett/
Monday 18 January 2010
External Form of Growth: Could your business benefit from these?
Business can grow by:
EXTERNAL FORMS OF GROWTH
Could your business benefit from an acquisition or a merger?
Again, you need to take a good look at the business to understand just where it is at the present time.
SOME OF THE QUESTIONS TO ASK ARE:
FACTORS TO CONSIDER
So what would be the reasons for considering growth either through a merger or by an acquisition?
Among the forms of external growth are:
- Internal growth: By paying attention to the internal affairs of the company, and diversifying into new products and new markets.
- Go-it-alone option:
- External growth: Through mergers and acquisitions.
EXTERNAL FORMS OF GROWTH
Could your business benefit from an acquisition or a merger?
Again, you need to take a good look at the business to understand just where it is at the present time.
- What are the strengths that you can build on?
- What do you have that would make your company attractive to other companies?
- Are there areas of weakness in the business?
- Could these be strengthened by acquiring another company or merging your business with another?
SOME OF THE QUESTIONS TO ASK ARE:
- Should we obtain more quality staff with different skils?
- What do we know about our sector of the industry or service? Could we improve our business intelligence to our advantage?
- Is our business underperforming and, if so, in which area(s)?
- Can we access funds for further development without endangering the normal business cash flow?
- Could we access a wider customer base and increase our market share without outside help? How much would it cost in extra resources?
- Could we diversify into other products or service areas? What would be the long-term effects?
- Can we reduce our cost and overhead structure without damaging our product, service, or customer base? Would there be an adverse effect on performance and quality?
- What would be the effect if we could reduce the competition?
- Would "organic growth" take too long?
FACTORS TO CONSIDER
So what would be the reasons for considering growth either through a merger or by an acquisition?
- Bigger is better?
- Image enhancement?
- Market expansion?
- Product range expansion?
- Diversification?
Among the forms of external growth are:
- Mergers
- Acquisitions
- Joint ventures
- Partnerships
- Collaborations
Mergers and Acquisitions: When not to?
When not to merge or acquire?
- When a review of the business shows that internal processes can be improved and that growth can be achieved internally.
- When the costs of either option would not be commensurate with the increased turnover and profits.
- When the cost of raising finance for an acquisition would not be covered by the sale of unwanted assets.
- When there is a danger of losing the identity of your company in either option.
- When there would be no chance of creating a working management structure for the enlarged business.
- When the market would not be able to support the planned increase in production.
- When the merger or acquisition would lead to the danger of a loss of intellectual property.
Successful Mergers and Acquisitions
- Do a company "health check." Examine every possible facet of the business.
- Discover if there any areas for improvement and prune out any waste.
- Complete an up-to-date SWOT analysis.
- Ensure that your strengths and opportunities support an external growth strategy.
- Weigh up the likely contenders for a merger/acquisition.
- Decide which strategy will be best for the company, bearing in mind that an acquisition can be a costly and sometimes bitter affair.
- Try to prevnet plans for either form of growth being made public too soon; this could build resistance.
- Decide on the future direction of the enlarged organisation and management strategies before any move is made.
- On acquiring another company, there may be parts that do not fit into future plans; have a policy for disposal.
- Decide in advance the financial limits.
Merger and Acquisitions - What can go wrong?
What can go wrong?
The extent and the quality of planning and research done before the merger or acquisition deal is done will largely determine the outcome. Thee are occasions when situations will arise that are outside your control. It is worthwhile to consider the following situations and to prepare for them.
THE DEAL COULD FAIL OR PROVE TO BE VERY EXPENSIVE IF:
1. Agreement cannot be reached on who should run the business in the case of a merger or, in the case of an acquisition, how long the previous management team will continue to remain involved.
2. Word gets out in the press that you are interested in merging or acquiring a particular business and a "bidding war" breaks out in which other determined parties are interested in buying into the business.
3. Your own business performance suffers because you have to spend too long on the deal and the transition stages.
4. Key people in either organization leave because of uncertainty.
5. The expected savings in costs do not materialize.
In 1999, the management group KPMG studied 700 mergers and acquisitions. Their conclusions found that:
In 2003, a report issued by another group, Towers Perrin, indicated that there was a considerable increase in merger and acquisition activity, but surveys of companies concerned "still admit to a high failure rate."
In 1999, the management group KPMG studied 700 mergers and acquisitions. Their conclusions found that:
- 53% reduced the value of the companies.
- 17% produced no added value.
- Most "mergers" were acquisitions in disguise.
- 57% of "doomed deals" were caused by incompatible cultures in the companies involved.
- In 42% of cases, a clash of management styles or egos was responsible for the failure.
External growth - Acquisition
What is an acquisition?
Meaning "to gain possession of," the acquisition of all parts of another business is an alternative method to develop or expand your own business.
1. An acquisition is the most apposite option where you need specialist skills and knowledge or facilities for your own future development.
2. This is a way of filling "holes" in a company's current or future straegy; it can be very successful as long as there is a good understanding of what the knowledge gaps are and how they cna be filled effectively.
3. As is the case with mergers, the relevant questions should be asked and answered, and the correct business fit must be achieved.
Most acquisition involve businesses of unequal size with, usually, the larger or more powerful company purchasing or acquiring the smaller. In recent times, this has not always been the case, and examples can be found of relatively small companies buying out much larger ones, either to obtain resources or to gain additional assets to supplement those currently owned.
Such deals are usually financed quite heavily with loasn and other deals and are often followed by a very vigorous pruning of parts of the acquisition to repay the financing involved. This is known as asset stripping and is rarely intended to achieve growth of an established business, but rather functions as a financial dealing that will generate cash for further enlargement.
HOSTILE ACQUISITIONS OR TAKEOVERS
Many acquisitions are known as "hostile takeovers" where the management of the company being purchased actively resists the unwanted overtures of the predator company.
When talking about mergers, such phrases as: "teamwork," "sharing," and "mutual benefit" are appropriate; some expressions used when considering hostile takeovers might be:
Before any acquisition (or merger) it is essential to establish that what you think you are acquiring is real and worthwhile and to use a process such as due diligence. This includes complete studies of the business you seek to acquire, which should be carried out by specialist, univolved, third parties, who look at every part of the business and report on its viability to meet the requirements you have set before you take irrevocable action.
VALUING THE ACQUISITION
There are several valuation methods that can be used, and it is always best to seek professional expert advice before making the final decision. You will need to consider many relevant factors to obtain an overview of how healthy the business might be, these include:
THE FINANCIAL STRUCTURE OF AN ACQUISITION IS:
Company "C" shares ----> ----> ----> Company "A" shares ---->> Larger company "A" shares
Meaning "to gain possession of," the acquisition of all parts of another business is an alternative method to develop or expand your own business.
1. An acquisition is the most apposite option where you need specialist skills and knowledge or facilities for your own future development.
2. This is a way of filling "holes" in a company's current or future straegy; it can be very successful as long as there is a good understanding of what the knowledge gaps are and how they cna be filled effectively.
3. As is the case with mergers, the relevant questions should be asked and answered, and the correct business fit must be achieved.
Most acquisition involve businesses of unequal size with, usually, the larger or more powerful company purchasing or acquiring the smaller. In recent times, this has not always been the case, and examples can be found of relatively small companies buying out much larger ones, either to obtain resources or to gain additional assets to supplement those currently owned.
Many acquisitions are known as "hostile takeovers" where the management of the company being purchased actively resists the unwanted overtures of the predator company.
- "We have bought you."
- "Do as you are told."
- "Our way is best."
Before any acquisition (or merger) it is essential to establish that what you think you are acquiring is real and worthwhile and to use a process such as due diligence. This includes complete studies of the business you seek to acquire, which should be carried out by specialist, univolved, third parties, who look at every part of the business and report on its viability to meet the requirements you have set before you take irrevocable action.
Using the due diligence procedure to arrive at incisive answers to the many questions needed, to making the decision to acquire, represents the exemplary use of due diligence.
There are several valuation methods that can be used, and it is always best to seek professional expert advice before making the final decision. You will need to consider many relevant factors to obtain an overview of how healthy the business might be, these include:
- The history of the business
- The current performance
- The financial situation
- The condition of the premises
- Intangible assets
- Employees
- how much you think the business is worth, and
- how much you are prepared to offer, if you decide to proceed.
THE FINANCIAL STRUCTURE OF AN ACQUISITION IS:
External growth - Merger
What is a merger?
The dictionary definition of a merger in the business or commercial context is "the combination of two or more companies, either by the creation of a new organization or by absorption by one of the others."
The underlying logic of mergers is that the resulting enterprise will be stronger than the combined resources of the individual companies. This is described as synergy, and it offers more business possibilities. It also has the advantage that there will be less competition as a result of the merger, although this depend on the guidelines of a monopoly commission.
WHAT ARE THE MAJOR ATTRIBUTES OF A TRUE MERGER?
1. TEAMWORK
2. SHARING
3. NONDOMINATION
4. MUTUAL BENEFIT
THE FINANCIAL STRUCTURE FOR A MERGER IS:
Company "A" Shares -----> COMPANY "C" SHARES
Company "B" Shares -----> COMPANY "C" SHARES
IS THE TIME RIGHT FOR A MERGER?
Ascertaining whether the time is right for a merger depends on the state of your business relative to the market and to the competition.
The dictionary definition of a merger in the business or commercial context is "the combination of two or more companies, either by the creation of a new organization or by absorption by one of the others."
The underlying logic of mergers is that the resulting enterprise will be stronger than the combined resources of the individual companies. This is described as synergy, and it offers more business possibilities. It also has the advantage that there will be less competition as a result of the merger, although this depend on the guidelines of a monopoly commission.
WHAT ARE THE MAJOR ATTRIBUTES OF A TRUE MERGER?
1. TEAMWORK
2. SHARING
3. NONDOMINATION
4. MUTUAL BENEFIT
THE FINANCIAL STRUCTURE FOR A MERGER IS:
Company "A" Shares -----> COMPANY "C" SHARES
Company "B" Shares -----> COMPANY "C" SHARES
IS THE TIME RIGHT FOR A MERGER?
Ascertaining whether the time is right for a merger depends on the state of your business relative to the market and to the competition.
Saturday 14 November 2009
Merger and Acquisition
A merger takes place when two companies decide to combine into a single entity. An acquisition involves one company essentially taking over another company. While the motivations may differ, the essential feature of both mergers and acquisitions involves one firm emerging where once there existed two firms. Another term frequently employed within discussions on this topic is takeover. Essentially, the difference rests in the attitude of the incumbent management of firms that are targeted. A so-called friendly takeover is often a euphemism for a merger. A hostile takeover refers to unwanted advances by outsiders. Thus, the reaction of management to the overtures from another firm tends to be the main influence on whether the resulting activities are labeled friendly or hostile.
MOTIVATIONS FOR MERGERS
AND ACQUISITIONS
There are a number of possible motivations that may result in a merger or acquisition. One of the most oft cited reasons is to achieve economies of scale. Economies of scale may be defined as a lowering of the average cost to produce one unit due to an increase in the total amount of production. The idea is that the larger firm resulting from the merger can produce more cheaply than the previously separate firms. Efficiency is the key to achieving economies of scale, through the sharing of resources and technology and the elimination of needless duplication and waste. Economies of scale sounds good as a rationale for merger, but there are many examples to show that combining separate entities into a single, more efficient operation is not easy to accomplish in practice.
A similar idea is economies of vertical integration. This involves acquiring firms through which the parent firm currently conducts normal business operations, such as suppliers and distributors. By combining different elements involved in the production and delivery of the product to the market, acquiring firms gain control over raw materials and distribution out-lets. This may result in centralized decisions and better communications and coordination among the various business units. It may also result in competitive advantages over rival firms that must negotiate with and rely on outside firms for inputs and sales of the product.
A related idea to economies of vertical integration is a merger or acquisition to achieve greater market presence or market share. The combined, larger entity may have competitive advantages such as the ability to buy bulk quantities at discounts, the ability to store and inventory needed production inputs, and the ability to achieve mass distribution through sheer negotiating power. Greater market share also may result in advantageous pricing, since larger firms are able to compete effectively through volume sales with thinner profit margins. This type of merger or acquisition often results in the combining of complementary resources, such as a firm that is very good at distribution and marketing merging with a very efficient producer. The shared talents of the combined firm may mean competitive advantages versus other, smaller competition.
The ideas above refer to reasons for mergers or acquisitions among firms in similar industries. There are several additional motivations for firms that may not necessarily be in similar lines of business. One of the often-cited motivations for acquisitions involves excess cash balances. Suppose a firm is in a mature industry, and has little opportunities for future investment beyond the existing business lines. If profitable, the firm may acquire large cash balances as managers seek to find outlets for new investment opportunities. One obvious outlet to acquire other firms. The ostensible reason for using excess cash to acquire firms in different product markets is diversification of business risk. Management may claim that by acquiring firms in unrelated businesses the total risk associated with the firm's operations declines. However, it is not always clear for whom the primary benefits of such activities accrue. A shareholder in a publicly traded firm who wishes to diversify business risk can always do so by investing in other companies shares. The investor does not have to rely on incumbent management to achieve the diversification goal. On the other hand, a less risky business strategy is likely to result in less uncertainty in future business performance, and stability makes management look good. The agency problem resulting from incongruent incentives on the part of management and shareholders is always an issue in public corporations. But, regardless of the motivation, excess cash is a primary motivation for corporate acquisition activity.
To reverse the perspective, an excess of cash is also one of the main reasons why firms become the targets of takeover attempts. Large cash balances make for attractive potential assets; indeed, it is often implied that a firm which very large amount of cash is not being efficiently managed. Obviously, that conclusion is situation specific, but what is clear is that cash is attractive, and the greater the amount of cash the greater the potential to attract attention. Thus, the presence of excess cash balances in either acquiring or target firms is often a primary motivating influence in subsequent merger or takeover activity.
Another feature that makes firms attractive as potential merger partners is the presence of unused tax shields. The corporate tax code allows for loss carry-forwards; if a firm loses money in one year, the loss can be carried forward to offset earned income in subsequent years. A firm that continues to lose money, however, has no use for the loss carry-forwards. However, if the firm is acquired by another firm that is profitable, the tax shields from the acquired may be used to shelter income generated by the acquiring firm. Thus the presence of unused tax shields may enhance the attractiveness of a firm as a potential acquisition target.
A similar idea is the notion that the combined firm from a merger will have lower absolute financing costs. Suppose two firms, X and Y, have each issued bonds as a normal part of the financing activities. If the two firms combine, the cash flows from the activities of X can be used to service the debt of Y, and vice versa. Therefore, with less default risk the cost of new debt financing for the combined firm should be lower. It may be argued that there is no net gain to the combined firm; since shareholders have to guarantee debt service on the combined debt, the savings on the cost of debt financing may be offset by the increased return demanded by equity holders. Nevertheless, lower financing costs are often cited as rationale for merger activity.
One rather dubious motivation for merger activity is to artificially boost earnings per share. Consider two firms, A and B. Firm A has earnings of $1,000, 100 shares outstanding, and thus $10 earnings per share. With a price-earnings ratio of 20, its shares are worth $200. Firm B also has earnings of $1,000, 100 shares outstanding, but due to poorer growth opportunities its shares trade at 10 times earnings, or $100. If A acquires B, it will only take one-half share of A for each share of B purchased, so the combined firm will have 150 total shares outstanding. Combined earnings will be $2,000, so the new earnings per share of the combined firm are $13.33 per share. It appears that the merger has enhanced earnings per share, when in fact the result is due to inconsistency in the rate of increase of earnings and shares outstanding. Such manipulations were common in the 1960s, but investors have learned to be more wary of mergers instigated mainly to manipulate per share earnings. It is questionable whether such activity will continue to fool a majority of investors.
Finally, there is the ever-present hubris hypothesis concerning corporate takeover activity. The main idea is that the target firm is being run inefficiently, and the management of acquiring firm should certainly be able to do a better job of utilizing the target's assets and strategic business opportunities. In addition, there is additional prestige in managing a larger firm, which may include additional perquisites such as club memberships or access to amenities such as corporate jets or travel to distant business locales. These factors cannot be ignored in detailing the set of factors motivating merger and acquisition activity.
TYPES OF TAKEOVER DEFENSES
As the previous section suggests, some merger activity is unsolicited and not desired on the part of the target firm. Often, the management of the target firm will be replaced or let go as the acquiring firm's management steps in to make their own mark and implement their plans for the new, combined entity. In reaction to hostile takeover attempts, a number of defense mechanisms have been devised and used to try and thwart unwanted advances.
To any offer for the firm's shares, several actions may be taken which make it difficult or unattractive to subsequently pursue a takeover attempt. One such action is the creation of a staggered board of directors. If an outside firm can gain a controlling interest on the board of directors of the target, it will be able to influence the decisions of the board. Control of the board often results in de facto control of the company. To avoid an outside firm attempting to put forward an entire slate of their own people for election to the target firm's board, some firms have staggered the terms of the directors. The result is that only a portion of the seats is open annually, preventing an immediate takeover attempt. If a rival does get one of its own elected, they will be in a minority and the target firm's management has the time to decide how to proceed and react to the takeover threat.
Another defense mechanism is to have the board pass an amendment requiring a certain number of shares needed to vote to approve any merger proposal. This is referred to as a supermajority, since the requirement is usually set much higher than a simple majority vote total. A supermajority amendment puts in place a high hurdle for potential acquirers to clear if they wish to pursue the acquisition.
A third defensive mechanism is a fair price amendment. Such an amendment restricts the firm from merging with any shareholders holding more than some set percentage of the outstanding shares, unless some formula-determined price per share is paid. The formula price is typically prohibitively high, so that a takeover can take place only in the effect of a huge premium payment for outstanding shares. If the formula price is met, managers with shares and stockholders receive a significant premium over fair market value to compensate them for the acquisition.
Finally, another preemptive strike on the part of existing management is a poison pill provision. A poison pill gives existing shareholders rights that may be used to purchase outstanding shares of the firms stock in the event of a takeover attempt. The purchase price using the poison pill is a significant discount from fair market value, giving shareholders strong incentives to gobble up outstanding shares, and thus preventing an outside firm from purchasing enough stock on the open market to obtain a controlling interest in the target.
Once a takeover attempt has been identified as underway, incumbent management can initiate measures designed to thwart the acquirer. One such measure is a dual-class recapitalization; whereby a new class of equity securities is issued which contains superior voting rights to previously outstanding shares. The superior voting rights allow the target firm's management to effectively have voting control, even without a majority of actual shares in hand. With voting control, they can effectively decline unsolicited attempts by outsiders to acquire the firm.
Another reaction to undesired advances is an asset restructuring. Here, the target firm initiates the sale or disposal of the assets that are of primary interest to the acquiring firm. By selling desirable assets, the firm becomes less attractive to outside bidders, often resulting in an end to the acquisition activity. On the other side of the balance sheet, the firm can solicit help from a third party, friendly firm. Such a firm is commonly referred to as a "white knight," the implication being that the knight comes to the rescue of the targeted firm. A white knight may be issued a new set of equity securities such as preferred stock with voting rights, or may instead agree to purchase a set number of existing common shares at a premium price. The white knight is, of course, supportive of incumbent management; so by purchasing a controlling interest in the firm unwanted takeovers are effectively avoided.
One of the most prominent takeover activities associated with liability restructuring involves the issuance of junk bonds. "Junk" is used to describe debt with high default risk, and thus junk bonds carry very high coupon yields to compensate investors for the high risk involved. During the 1980s, the investment-banking firm Drexel Burnham Lambert led by Michael Milken pioneered the development of the junk-bond market as a vehicle for financing corporate takeover activity. Acquisition groups, which often included the incumbent management group, issued junk bonds backed by the firm's assets to raise the capital needed to acquire a controlling interest in the firm's equity shares. In effect, the firm's balance sheet was restructured with debt replacing equity financing. In several instances, once the acquisition was successfully completed the acquiring management subsequently sold off portions of the firm's assets or business divisions at large premiums, using the proceeds to retire some or all of the junk bonds. The takeover of RJR Nabisco by the firm Kohlberg Kravis Roberts & Co. in the late 1980s was one of the most celebrated takeovers involving the use of junk-bond financing.
VALUING A POTENTIAL MERGER
There are several alternative methods that may be used to value a firm targeted for merger or acquisition. One method involves discounted cash flow analysis. First, the present value of the equity of the target firm must be established. Next, the present value of the expected synergies from the merger, in the form of cost savings or increased after-tax earnings, should be evaluated. Finally, summing the present value of the existing equity with the present value of the future synergies results in a present valuation of the target firm.
Another method involves valuation as an expected earnings multiple. First, the expected earnings in the first year of operations for the combined or merged firm should be estimated. Next, an appropriate price-earnings multiple must be determined. This figure will likely come from industry standards or from competitors in similar business lines. Now, the PE ratio can be multiplied by the expected combined earnings per share to estimate an expected price per share of the merged firm's common stock. Multiplying the expected share price by the number of shares outstanding gives a valuation of the expected firm value. Actual acquisition price can then be negotiated based on this expected firm valuation.
Another technique that is sometimes employed is valuation in relation to book value, which is the difference between the net assets and the outstanding liabilities of the firm. A related idea is valuation as a function of liquidation, or breakup, value. Breakup value can be defined as the difference between the market value of the firm's assets and the cost to retire all outstanding liabilities. The difference between book value and liquidation value is that the book value of assets, taken from the firm's balance sheet, are carried at historical cost. Liquidation value involves the current, or market, value of the firm's assets
Some valuations, particularly for individual business units or divisions, are based on replacement cost. This is the estimated cost of duplicating or purchasing the assets of the division at current market prices. Obviously, some premium is usually applied to account for the value of having existing and established business in place.
Finally, in the instances where firms that have publicly traded common stock are targeted, the market value of the stock is used as a starting point in acquisition negotiations. Earlier, a number of takeover defense activities were outlined that incumbent management may employ to restrict or reject unsolicited takeover bids. These types of defenses are not always in the best interests of existing shareholders. If the firm's existing managers take seriously the corporate goal of maximizing shareholder wealth, then a bidding war for the firm's stock often results in huge premiums for existing shareholders. It is not always clear that the shareholders interests are primary, since many of the takeover defenses prevent the use of the market value of the firm's common stock as a starting point for takeover negotiations. It is difficult to imagine the shareholder who is not happy about being offered a premium of 20 percent or more over the current market value of the outstanding shares.
CURRENT TRENDS IN MERGERS
AND ACQUISITIONS
Mergers and Acquisitions were at an all-time high from the late 1990s to 2000. They have slowed down since then—a direct result of the economic slowdown. The reason is simple, companies did not have the cash to buy other companies. In 2005, however, we are seeing a robust economy and corporate profits, which means that businesses have cash. This cash is being used to buy companies—mergers and acquisitions. The end of 2004 saw several deals: Sprint is combining with Nextel, K-Mart Holding Corp is buying Sears, Roebuck & Co., Johnson & Johnson is planning to buy Guidant. These big corporation deals are spurring on an environment triggering more acquisitions. The telecom industry, the banking industry, and the software industry are potential areas for big mergers.
Read more:
http://www.referenceforbusiness.com/management/Mar-No/Mergers-and-Acquisitions.html#ixzz0WmWdCjTV
http://www.referenceforbusiness.com/management/Mar-No/Mergers-and-Acquisitions.html
MOTIVATIONS FOR MERGERS
AND ACQUISITIONS
There are a number of possible motivations that may result in a merger or acquisition. One of the most oft cited reasons is to achieve economies of scale. Economies of scale may be defined as a lowering of the average cost to produce one unit due to an increase in the total amount of production. The idea is that the larger firm resulting from the merger can produce more cheaply than the previously separate firms. Efficiency is the key to achieving economies of scale, through the sharing of resources and technology and the elimination of needless duplication and waste. Economies of scale sounds good as a rationale for merger, but there are many examples to show that combining separate entities into a single, more efficient operation is not easy to accomplish in practice.
A similar idea is economies of vertical integration. This involves acquiring firms through which the parent firm currently conducts normal business operations, such as suppliers and distributors. By combining different elements involved in the production and delivery of the product to the market, acquiring firms gain control over raw materials and distribution out-lets. This may result in centralized decisions and better communications and coordination among the various business units. It may also result in competitive advantages over rival firms that must negotiate with and rely on outside firms for inputs and sales of the product.
A related idea to economies of vertical integration is a merger or acquisition to achieve greater market presence or market share. The combined, larger entity may have competitive advantages such as the ability to buy bulk quantities at discounts, the ability to store and inventory needed production inputs, and the ability to achieve mass distribution through sheer negotiating power. Greater market share also may result in advantageous pricing, since larger firms are able to compete effectively through volume sales with thinner profit margins. This type of merger or acquisition often results in the combining of complementary resources, such as a firm that is very good at distribution and marketing merging with a very efficient producer. The shared talents of the combined firm may mean competitive advantages versus other, smaller competition.
The ideas above refer to reasons for mergers or acquisitions among firms in similar industries. There are several additional motivations for firms that may not necessarily be in similar lines of business. One of the often-cited motivations for acquisitions involves excess cash balances. Suppose a firm is in a mature industry, and has little opportunities for future investment beyond the existing business lines. If profitable, the firm may acquire large cash balances as managers seek to find outlets for new investment opportunities. One obvious outlet to acquire other firms. The ostensible reason for using excess cash to acquire firms in different product markets is diversification of business risk. Management may claim that by acquiring firms in unrelated businesses the total risk associated with the firm's operations declines. However, it is not always clear for whom the primary benefits of such activities accrue. A shareholder in a publicly traded firm who wishes to diversify business risk can always do so by investing in other companies shares. The investor does not have to rely on incumbent management to achieve the diversification goal. On the other hand, a less risky business strategy is likely to result in less uncertainty in future business performance, and stability makes management look good. The agency problem resulting from incongruent incentives on the part of management and shareholders is always an issue in public corporations. But, regardless of the motivation, excess cash is a primary motivation for corporate acquisition activity.
To reverse the perspective, an excess of cash is also one of the main reasons why firms become the targets of takeover attempts. Large cash balances make for attractive potential assets; indeed, it is often implied that a firm which very large amount of cash is not being efficiently managed. Obviously, that conclusion is situation specific, but what is clear is that cash is attractive, and the greater the amount of cash the greater the potential to attract attention. Thus, the presence of excess cash balances in either acquiring or target firms is often a primary motivating influence in subsequent merger or takeover activity.
Another feature that makes firms attractive as potential merger partners is the presence of unused tax shields. The corporate tax code allows for loss carry-forwards; if a firm loses money in one year, the loss can be carried forward to offset earned income in subsequent years. A firm that continues to lose money, however, has no use for the loss carry-forwards. However, if the firm is acquired by another firm that is profitable, the tax shields from the acquired may be used to shelter income generated by the acquiring firm. Thus the presence of unused tax shields may enhance the attractiveness of a firm as a potential acquisition target.
A similar idea is the notion that the combined firm from a merger will have lower absolute financing costs. Suppose two firms, X and Y, have each issued bonds as a normal part of the financing activities. If the two firms combine, the cash flows from the activities of X can be used to service the debt of Y, and vice versa. Therefore, with less default risk the cost of new debt financing for the combined firm should be lower. It may be argued that there is no net gain to the combined firm; since shareholders have to guarantee debt service on the combined debt, the savings on the cost of debt financing may be offset by the increased return demanded by equity holders. Nevertheless, lower financing costs are often cited as rationale for merger activity.
One rather dubious motivation for merger activity is to artificially boost earnings per share. Consider two firms, A and B. Firm A has earnings of $1,000, 100 shares outstanding, and thus $10 earnings per share. With a price-earnings ratio of 20, its shares are worth $200. Firm B also has earnings of $1,000, 100 shares outstanding, but due to poorer growth opportunities its shares trade at 10 times earnings, or $100. If A acquires B, it will only take one-half share of A for each share of B purchased, so the combined firm will have 150 total shares outstanding. Combined earnings will be $2,000, so the new earnings per share of the combined firm are $13.33 per share. It appears that the merger has enhanced earnings per share, when in fact the result is due to inconsistency in the rate of increase of earnings and shares outstanding. Such manipulations were common in the 1960s, but investors have learned to be more wary of mergers instigated mainly to manipulate per share earnings. It is questionable whether such activity will continue to fool a majority of investors.
Finally, there is the ever-present hubris hypothesis concerning corporate takeover activity. The main idea is that the target firm is being run inefficiently, and the management of acquiring firm should certainly be able to do a better job of utilizing the target's assets and strategic business opportunities. In addition, there is additional prestige in managing a larger firm, which may include additional perquisites such as club memberships or access to amenities such as corporate jets or travel to distant business locales. These factors cannot be ignored in detailing the set of factors motivating merger and acquisition activity.
TYPES OF TAKEOVER DEFENSES
As the previous section suggests, some merger activity is unsolicited and not desired on the part of the target firm. Often, the management of the target firm will be replaced or let go as the acquiring firm's management steps in to make their own mark and implement their plans for the new, combined entity. In reaction to hostile takeover attempts, a number of defense mechanisms have been devised and used to try and thwart unwanted advances.
To any offer for the firm's shares, several actions may be taken which make it difficult or unattractive to subsequently pursue a takeover attempt. One such action is the creation of a staggered board of directors. If an outside firm can gain a controlling interest on the board of directors of the target, it will be able to influence the decisions of the board. Control of the board often results in de facto control of the company. To avoid an outside firm attempting to put forward an entire slate of their own people for election to the target firm's board, some firms have staggered the terms of the directors. The result is that only a portion of the seats is open annually, preventing an immediate takeover attempt. If a rival does get one of its own elected, they will be in a minority and the target firm's management has the time to decide how to proceed and react to the takeover threat.
Another defense mechanism is to have the board pass an amendment requiring a certain number of shares needed to vote to approve any merger proposal. This is referred to as a supermajority, since the requirement is usually set much higher than a simple majority vote total. A supermajority amendment puts in place a high hurdle for potential acquirers to clear if they wish to pursue the acquisition.
A third defensive mechanism is a fair price amendment. Such an amendment restricts the firm from merging with any shareholders holding more than some set percentage of the outstanding shares, unless some formula-determined price per share is paid. The formula price is typically prohibitively high, so that a takeover can take place only in the effect of a huge premium payment for outstanding shares. If the formula price is met, managers with shares and stockholders receive a significant premium over fair market value to compensate them for the acquisition.
Finally, another preemptive strike on the part of existing management is a poison pill provision. A poison pill gives existing shareholders rights that may be used to purchase outstanding shares of the firms stock in the event of a takeover attempt. The purchase price using the poison pill is a significant discount from fair market value, giving shareholders strong incentives to gobble up outstanding shares, and thus preventing an outside firm from purchasing enough stock on the open market to obtain a controlling interest in the target.
Once a takeover attempt has been identified as underway, incumbent management can initiate measures designed to thwart the acquirer. One such measure is a dual-class recapitalization; whereby a new class of equity securities is issued which contains superior voting rights to previously outstanding shares. The superior voting rights allow the target firm's management to effectively have voting control, even without a majority of actual shares in hand. With voting control, they can effectively decline unsolicited attempts by outsiders to acquire the firm.
Another reaction to undesired advances is an asset restructuring. Here, the target firm initiates the sale or disposal of the assets that are of primary interest to the acquiring firm. By selling desirable assets, the firm becomes less attractive to outside bidders, often resulting in an end to the acquisition activity. On the other side of the balance sheet, the firm can solicit help from a third party, friendly firm. Such a firm is commonly referred to as a "white knight," the implication being that the knight comes to the rescue of the targeted firm. A white knight may be issued a new set of equity securities such as preferred stock with voting rights, or may instead agree to purchase a set number of existing common shares at a premium price. The white knight is, of course, supportive of incumbent management; so by purchasing a controlling interest in the firm unwanted takeovers are effectively avoided.
One of the most prominent takeover activities associated with liability restructuring involves the issuance of junk bonds. "Junk" is used to describe debt with high default risk, and thus junk bonds carry very high coupon yields to compensate investors for the high risk involved. During the 1980s, the investment-banking firm Drexel Burnham Lambert led by Michael Milken pioneered the development of the junk-bond market as a vehicle for financing corporate takeover activity. Acquisition groups, which often included the incumbent management group, issued junk bonds backed by the firm's assets to raise the capital needed to acquire a controlling interest in the firm's equity shares. In effect, the firm's balance sheet was restructured with debt replacing equity financing. In several instances, once the acquisition was successfully completed the acquiring management subsequently sold off portions of the firm's assets or business divisions at large premiums, using the proceeds to retire some or all of the junk bonds. The takeover of RJR Nabisco by the firm Kohlberg Kravis Roberts & Co. in the late 1980s was one of the most celebrated takeovers involving the use of junk-bond financing.
VALUING A POTENTIAL MERGER
There are several alternative methods that may be used to value a firm targeted for merger or acquisition. One method involves discounted cash flow analysis. First, the present value of the equity of the target firm must be established. Next, the present value of the expected synergies from the merger, in the form of cost savings or increased after-tax earnings, should be evaluated. Finally, summing the present value of the existing equity with the present value of the future synergies results in a present valuation of the target firm.
Another method involves valuation as an expected earnings multiple. First, the expected earnings in the first year of operations for the combined or merged firm should be estimated. Next, an appropriate price-earnings multiple must be determined. This figure will likely come from industry standards or from competitors in similar business lines. Now, the PE ratio can be multiplied by the expected combined earnings per share to estimate an expected price per share of the merged firm's common stock. Multiplying the expected share price by the number of shares outstanding gives a valuation of the expected firm value. Actual acquisition price can then be negotiated based on this expected firm valuation.
Another technique that is sometimes employed is valuation in relation to book value, which is the difference between the net assets and the outstanding liabilities of the firm. A related idea is valuation as a function of liquidation, or breakup, value. Breakup value can be defined as the difference between the market value of the firm's assets and the cost to retire all outstanding liabilities. The difference between book value and liquidation value is that the book value of assets, taken from the firm's balance sheet, are carried at historical cost. Liquidation value involves the current, or market, value of the firm's assets
Some valuations, particularly for individual business units or divisions, are based on replacement cost. This is the estimated cost of duplicating or purchasing the assets of the division at current market prices. Obviously, some premium is usually applied to account for the value of having existing and established business in place.
Finally, in the instances where firms that have publicly traded common stock are targeted, the market value of the stock is used as a starting point in acquisition negotiations. Earlier, a number of takeover defense activities were outlined that incumbent management may employ to restrict or reject unsolicited takeover bids. These types of defenses are not always in the best interests of existing shareholders. If the firm's existing managers take seriously the corporate goal of maximizing shareholder wealth, then a bidding war for the firm's stock often results in huge premiums for existing shareholders. It is not always clear that the shareholders interests are primary, since many of the takeover defenses prevent the use of the market value of the firm's common stock as a starting point for takeover negotiations. It is difficult to imagine the shareholder who is not happy about being offered a premium of 20 percent or more over the current market value of the outstanding shares.
CURRENT TRENDS IN MERGERS
AND ACQUISITIONS
Mergers and Acquisitions were at an all-time high from the late 1990s to 2000. They have slowed down since then—a direct result of the economic slowdown. The reason is simple, companies did not have the cash to buy other companies. In 2005, however, we are seeing a robust economy and corporate profits, which means that businesses have cash. This cash is being used to buy companies—mergers and acquisitions. The end of 2004 saw several deals: Sprint is combining with Nextel, K-Mart Holding Corp is buying Sears, Roebuck & Co., Johnson & Johnson is planning to buy Guidant. These big corporation deals are spurring on an environment triggering more acquisitions. The telecom industry, the banking industry, and the software industry are potential areas for big mergers.
Read more:
http://www.referenceforbusiness.com/management/Mar-No/Mergers-and-Acquisitions.html#ixzz0WmWdCjTV
http://www.referenceforbusiness.com/management/Mar-No/Mergers-and-Acquisitions.html
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