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ACADEMICIA:
An International
Multidisciplinary
Research Journal
( D o u bl e B l i n d R e f e r e e d & R e vi e w e d I n t e r n at i o n a l J o u r na l )
Thejo Jose
S.Mangalaruby, Dr.K.Arunthavarajah
ACADEMICIA
An International
Multidisciplinary
Research Journal
( D o u bl e B l i n d R e f e r e e d & R e vi e w e d I n t e r n at i o n a l J o u r na l )
Mergers and Acquisitions (M&A) holds a major role in corporate restructuring and growth of
companies in the post-globalisation era. ‘Most Mergers Fail’ despite all efforts to make it
successful. This study intends to study what all factors should be considered by Organisations
while drafting the M&A proposal. Initially, it is studied why majority of the mergers fail as it
may help policy makers to take of CSFs while drafting M&A proposals. Seven CSFs were
suggested for consideration while drafting M&A proposals. The study ends with
recommendations based on the study for successful M&A proposals.
KEYWORDS: Mergers and Acquisitions (M&A), Critical Success Factors (CSF), Acquisition
purchase premiums (APP), Merger wave, Value Gap (VG).
Source: https://imaa-institute.org/mergers-and-acquisitions-statistics/
According to researchers Martynova and Renneboog (2008), “It is a well-known fact that
Mergers and acquisitions(M&A) come in waves”. Professor Rhodes-Kropf (2004) talks about six
great merger waves during the past century as follows:
1. Late-1890s (followed by the Panic of 1901),
2. 1920s (followed by the Great Depression),
3. 1960s (during the Nifty Fifty Bubble),
4. 1980s (followed by the Savings & Loans Crisis),
5. Late-1990s (during the Tech Bubble), and
6. Mid-2000s (followed by the Subprime Mortgage Crisis).
The 7th one as we are in now, is referred to as a „Merger Megaboom‟ by Roger Altaman (2013).
Clark and Mills (2013) identified there were four post-1980 merger waves and the following
table indicates the name of the waves and signature events associated with each wave.
Description Acquirer‟s pre-vs post- announcement share price trend relative to index
and/or industry comparables
Negatives Both long term and short term event studies are subject to distinct
distortions
Future role Marginal use due to distortion disadvantages, Absence of explicit APP
leads to M&A overpayment
Description APP Minus PV of NRS i.e. Net realisable merger related synergies
Description Comparison of DCF of target and acquirer as future standalone and future
combined Companies
Many experts add a 5th method also along with 4 major primary merger valuation methodologies
which is termed as „multiples‟. Many acquiring company CEOs and CFOs looks at prospective
targets and bids in term of multiples. Multiples refers to share price to earnings per share ratio
(P/E Ratio). There is another infamous multiple called the price to revenue (P/R Ratio) which
contributed to the rise and crash of Dot-com companies in the late 90s. Despite all the
limitations, multiples are considered as a fall back method due to future uncertainties. “Corporate
bidders have access to all publicly available information, but only imperfect information about
the target company‟s future cash flow. (Varaiya and Ferris, 1987). Six safeguards are devised to
support multiples in Merger Valuation analysis. They include: Cycle-normalised price, Trend
comparisons rather than spot, Price/FCF, dynamic sub-categorisation including SBU analysis by
“Identify early phase opportunities for those acquirers not highly dependent on external
acquisition financing.
Understand M&A whipsaw: by the time that the merger boom is widely acknowledged, a)
the waves‟ „sweet spot‟ has already been underway for longer than a year and b) the cycle‟s
end is just over the horizon.
Comprehend and respond effectively to landmark events over the course of the new merger
wave: the signature event (IPO), indications of approaching maturity, specific indications of
imminent merger wave climax
Avoid the value-destruction from mid-phase 4 onwards- Do the extreme risk of end-of-wave
deal closings exceed the realistic returns?”
An acquirer must be extremely cautious while phase 3 transition to final phase. It would have
been several years since the merger boom started. Cheaper availability of merger financing in
plenty may lead to miscalculation of merger cost of funds. Target companies that were not taken
by anyone in the initial stages will be available at a higher price with no added synergies. Only
very few firms get out before the bubble burst without much harm.
3. Exploiting superior understanding of merger segmentation: The CEO of the acquiring
firm who pursues external growth through acquisition assumes that he/she is in control and gulps
in the advice of banker of the deal is at no mistake unless they are steered by the base objectives
and business models of other firms. “Differences between types of acquisitions may, however, be
an important factor in determining which deals are likely to work.”. (Pautler, 2003). Despite the
perceived reality of „Most Mergers Fail (MMF), there is a persistence in the failed deal
behaviour. Researchers attribute some of these failures to poor learning from past deal failures
(Tuch and O‟Sullivan, 2007) and acquiring Company‟s CEO‟s hubris which results in
overpayment (John et.al, 2007). Cultural disparities contributed to cultural meltdowns post-
merger at DaimlerChrysler, AOL TimeWarner and PennCentral. It also happens like the
investment bankers bring up Companies those were rejected in the initial stages and present them
to their customer companies eliminating the due diligence concern regarding such overlooked
Companies. Coley &Reinton (1988) comes up with a 4 quadrant details from 116 merger
transactions to explain the impact of segmentation on M&A performance.
Source: Clark, Peter; Mills, Roger. Masterminding the Deal: Breakthroughs in M&A Strategy
and Analysis. Chapter-4, Kogan Page.
In figure 2, it is clarified that when target companies for acquisition are larger than acquiring
firm and unrelated, only 14% M&A success was observed. But when the target company is made
smaller than the acquiring company the success rate improves by 24% to 38%. This explains that
a smaller target is less complex and results in fast and easy mergers. Further a 7% improvement
was observed when related companies are integrated. Seven dimensions of merger research into
target company differences was identified in the study. They are 1) relatedness and 2) relative
size of the merger partners as mentioned in the previous study along with 3) Domestic vs
International mergers, 4) Horizontal vs Vertical merger, 5) Overpayment by acquirer due to
timing, 6) Overpayment due to hostility and 7) Phase timing in the merger wave. The 4
categories of mergers were identified as follows:
I. Opportunistic- Related to timing
II. Operational-Related to core businesses
III. Transitional- Related to consolidation mature and consolidation emerging
IV. Transformational- Looking in a dramatic new direction.
Clark, Peter J. Beyond The Deal. 1st ed. New York: HarperBusiness, 1991. Print.
Mills, R. W, and Peter J Clark. Masterminding The Deal : Breakthroughs In M&A Strategy
And Analysis. 1st ed. Kogan Page, 2013. Print.
JOURNALS
Andrade, G., Mitchell, M., & Stafford, E. (2001). New Evidence and Perspectives on
Mergers. The Journal of Economic Perspectives, 15(2), 103-120. Retrieved from
http://www.jstor.org/stable/2696594
1017/01 30-10-2017
THEJO JOSE
I am very pleased to inform you that your research paper titled AN ESSAY
ON CONSIDERATIONS FOR FORMULATING SUCCESSFUL M&A PROPOSALS
has been published in ACADEMICIA: An International Multidisciplinary
Research Journal (ISSN:2249-7137) (Impact Factor: SJIF =5.099) Vol.
7, Issue- 10, (October, 2017).
The scholarly paper provided invaluable insights on the topic. It gives me
immense pleasure in conveying to your good self that our Editorial Board
has highly appreciated your esteemed piece of work.