Bachelorarbeit, 2013
26 Seiten
1 Introduction
1.1 Problem Statement
1.2 Objective
1.3 Procedural Method
2 Mergers and Acquisitions
2.1 History of Mergers and Acquisitions
2.2 Definition of Mergers and Acquisitions
2.3 Types of Mergers and Acquisitions
2.4 Objectives of Mergers and Acquisitions
3 Motives for Engaging in M & A Activity
3.1 Planning M & A Activity
3.2 Distinction of M & A Motives by their Effect on Shareholder Value
3.2.1 Motives that increase Shareholder Value
3.2.1.1 Synergy
3.2.1.2 Economies of Scale or Scope
3.2.1.3 Increased Market Power and Growth
3.2.1.4 Managerial Efficiency
3.2.2 Motives that decrease Shareholder Value
3.2.2.1 Managerial Hubris
3.2.2.2 Agency Problems
3.2.2.3 Free Cash Flow Theory
3.2.3 Motives with uncertain impact on Shareholder Value
4 Summary and How to Make M & A Transactions Successful
The objective of this thesis is to provide a structured overview of the various types and objectives of Mergers and Acquisitions (M & A) transactions, while analyzing the different motives that lead companies to engage in such activities, using shareholder value as a primary framework for evaluation.
3.2.1.1 Synergy
Searching for synergy is a crucial part of every phase of M & A activity, from translating strategy to objectives, to searching for a target, planning and integration. (Marks and Mirvis, (2010) p. 10) Generally, the expected synergy effects determine the price a company is willing to pay for an acquisition. Without considering these effects, an acquirer will normally not be willing to pay the price expected by the management of the company to be acquired. (Kummer, Eiffe, Mölzer, (2011) p. 31)
There are various types of possible synergies. According to Kummer, Eiffe, Mölzer ((2011) p. 32), cost-, collusive- and financial synergy are three crucial examples of synergies.
• Cost Synergy
Cost synergies are typically a result of cost optimization through integration. In order to correctly evaluate possible cost synergies, companies should try to quantify them and determine how likely they are going to take place. Cost synergies can be created in various parts of a business, such as administration, purchasing, logistics, information technology (IT), production and others. (Kummer, Eiffe, Mölzer, (2011) p. 33-34)
• Collusive Synergy
Collusive synergy refers to the gathering of scarce resources in order to increase market power and turnover and minimize risks at the same time. The value that collusive synergy generates for a company is potentially higher than the value yielded by cost- or financial synergy. (Chatterjee, (1986) p. 121)
• Financial Synergy
Financial synergy is the effect that is achieved when two formerly unrelated companies combine their capital. This combination will typically lead to a reduction in the cost of capital and a higher cash flow. (Chatterjee, (1986) p. 121) Another source of financial synergy are the potential savings of taxes on investment income and other tax benefits depending on the jurisdiction in which the transaction takes place. (Kummer, Eiffe, Mölzer, (2011) p. 35) Some scholars claim that financial synergy is so important, under certain circumstances, without it there would be no advantage from a merger at all. (Fluck and Lynch, (1998) p. 22)
1 Introduction: Defines the problem statement regarding high failure rates in M & A activities and outlines the objective and methodological approach of the thesis.
2 Mergers and Acquisitions: Provides a historical overview, defines fundamental terms, distinguishes between various types (horizontal, vertical, conglomerate), and identifies objectives.
3 Motives for Engaging in M & A Activity: Discusses the planning process and categorizes motives into those that increase, decrease, or have an uncertain impact on shareholder value.
4 Summary and How to Make M & A Transactions Successful: Concludes the thesis by offering insights into success factors such as strategic fit, due diligence, and ethical considerations.
Mergers and Acquisitions, M & A, Shareholder Value, Synergy, Corporate Restructuring, Strategic Fit, Organizational Fit, Managerial Hubris, Agency Problems, Free Cash Flow Theory, Diversification, Due Diligence, Market Power, Managerial Efficiency, Business Strategy
The work focuses on the motives behind Mergers and Acquisitions (M & A) and how these activities influence the shareholder value of the involved companies.
The key themes include the definition and history of M & A, the classification of transaction types, the analysis of motives influencing shareholder value, and factors determining transaction success.
The goal is to provide a structured overview of M & A types and objectives while identifying the motives that lead companies to initiate these transactions, evaluated through the lens of shareholder value.
The thesis is based on extensive literature study and academic research rather than empirical data collection.
The main body examines the planning processes of M & A, distinguishes motives by their effect on shareholder value (positive, negative, uncertain), and details specific concepts like synergy and hubris.
Key terms include M & A, Shareholder Value, Synergy, Corporate Restructuring, Strategic Fit, and Managerial Hubris.
It is defined as a misconception where managers overestimate their own skills and talents, leading them to believe they can achieve gains from an acquisition when the circumstances do not support such an outcome.
It suggests that managers might use excess free cash flow to invest in mergers with negative net present values to build corporate empires, primarily for personal gain rather than shareholder wealth.
Proper due diligence is crucial to avoid "managerial hubris" and the payment of excessive premiums; it involves a thorough analysis of the target's financial condition, assets, and management.
Horizontal mergers involve the combination of two businesses (often competitors), while vertical mergers connect companies through a buyer-seller relationship, such as a company acquiring its supplier or distributor.
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