Sie sind auf Seite 1von 21

ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.

099

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099

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 )

SR. PAGE DOI NUMBER


PARTICULAR
NO. NO

AN ESSAY ON CONSIDERATIONS FOR


FORMULATING SUCCESSFUL M&A 4-18 10.5958/2249-7137.2017.00096.9
1. PROPOSALS

Thejo Jose

THE ROLE OF STATISTICAL PACKAGES


IN ACADEMIC AND INDUSTRY 19-25 10.5958/2249-7137.2017.00097.0
2.
G Madhu Sudan, Prof. R. Abbaiah, Dr.
M. Saravana

MARUTHU BROTHERS IN TAMIL NADU


3. HISTORY – A VIEW 26-31 10.5958/2249-7137.2017.00098.2

S.Mangalaruby, Dr.K.Arunthavarajah

AN EXPLORATORY STUDY TO ASSESS


ACADEMIC STRESS, ANXIETY,
REMEDIAL MEASURES ADOPTED AND
ITS SATISFACTION AMONG NURSING 10.5958/2249-7137.2017.00099.4
4. STUDENTS IN SELECTED COLLEGES
32-41
AMBALA, HARYANA

Bhawna Sharma, Ajesh Kumar, Dr.


Jyoti Sarin

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099

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 )

DOI NUMBER: 10.5958/2249-7137.2017.00096.9


AN ESSAY ON CONSIDERATIONS FOR FORMULATING SUCCESSFUL
M&A PROPOSALS
Thejo Jose *
*Department of Business Administration,
King Abdulaziz University, Jeddah, Saudi Arabia
Email id: Thejo11@gmail.com
______________________________________________________________________________
ABSTRACT

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).

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
INTRODUCTION
Mergers and Acquisitions (M&A) are a fundamental part of the growth and development
strategies of companies across the world. Companies and industries are being restructured in
response to globalisation, changes in technology, regulation and deregulation and are involved in
the capacity of buyers, sellers or sometimes both. As Companies strive hard to upsurge market
share, it drives businesses into Merger and Acquisitions. Managers generally regard purchasing a
company for access to markets, products, technology, resources, or management talent as less
chancy and faster than accomplishing the same objectives through internal efforts.
Evercore Partners‟ Roger Altman mentioned in 2013 that, “M&A cycles tend to last five to seven
years and we are 2 years into it”. According to him, the fourth and final post-1980 merger wave
is already happening and is described as „the 2011-19 merger megaboom‟. “„Most Mergers don‟t
work‟ (Clarke,1991), based on the today‟s most defendable financial criteria: returns to the
acquiring Company‟s shareholders. But new analysis frameworks and approaches aimed at
developing superior understanding of transaction timing within the merger cycle, segmentation
of target opportunities, and bid limits based on realisable synergies, emerge to improve the odds
of M&A success for the acquirer seeking to excel in this great merger boom.” (Clark and Mills,
2013).
“Study after study of past merger waves has shown that two of every three deals have not
worked; the only winners are the shareholders of the acquired firm, who sell their company for
more than it is really worth.” (The Economist, 1991). But in the opinion of Clark and Mills
(2013), attempting to restrict mergers because of bad outcomes would be like arguing against the
institution of marriage because of what happens at the divorce court. There is always an urge to
merge as it is a permanent part of firms‟ value growth strategies. Capacity augmentation through
combined forces, achieving the competitive edge, surviving the tough times, diversification of
operations, cost cutting etc. are some of the drivers of M&A. Lot of success stories of M&A
across the world are available to support M&A as a fundamental growth and developmental
strategies for Companies. Hence it is suitable to analyse why mergers fail and to identify what
exactly are the ingredients of a successful M&A proposal. This study intends to critically analyse
the factors contributing to successful deals and to come out with recommendations for pursuing a
successful M&A journey.
PRESENT SCENARIO
The year 2015 was a record-breaking year for M&A in terms of value followed by a near to 18%
reduction in the year 2016. The predictions for 2017 remains uncertain due to politically driven
factors like Trump‟s presidency, Brexit negotiations, UK, Germany and France elections etc. The
number of transactions increased in 2016 when compared to 2015 but the aggregate value of
M&A came down. US remained as the most sought after location for M&A deals in terms of
number and value of transactions. AT&T Inc's high profile acquisition of Time Warner was the
largest deal of the 2016 and was worth US$ 105.0bn. Another notable feature of the year 2016
was China‟s voracious craving for overseas acquisitions with near to US $185 Billion and 258
transactions. US topped the league tables with 4,951 deals worth near to US $ 1.5 trillion.
(Mergermarket, 2016). Analysts predict a UK and EU inbound activity from the US will
continue like the previous years due to the perception of investors that UK and EU countries are
an attractive investment alternatives supplemented by attractively priced credit. Notwithstanding

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
the political turbulence, the M&A market looks in good shape and expect to perform like it did in
the political shockwaves of 2016.
Figure 1

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.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
Table 1
Period Wave Name Signature event
1982-90 LBO RJR Nabisco Acquisition
1996-00 Dot Com 1 Netscape, Worldnet IPOs
2002-08 Subprime Countrywide financial
Acquisitions in US
2011-2019? Dot Com 2, Megaboom Facebook, Linked In IPOs

Why mergers fail?


While endeavouring to explicate the constituents for drafting proposal for a successful M&A, it
is of utmost importance that we understand why majority of mergers fail. Some of the notable
busted M&A deals include AOL Times Warner, Sprint and Nextel Communications,Daimler
Benz & Chrysler, New York Central & Pennsylvania Railroad, Quaker & Snapple etc. Deloitte
CFO insights (2016) explains the mistakes during merger waves as unclear growth strategies,
overpaying and lack of options. Vincent Ryan (2000) identified integration of culture,
information system and organisational culture, less than optimal handling of integration and
issues, lack of an executive champion and focus, lack of clear plan and strategy for integration
and leaving employees without a sense of goals and objectives of merger as reasons for failure of
mergers. The McKinsey quarterly (2001) elucidated how failure to focus on revenue can be an
important factor in explaining why so many mergers didn‟t pay off. Their study on 193 high
profile mergers found that revenue growth was elusive and the belief that mergers drive revenue
could be a myth. Only 12% percent of companies under study could accelerate growth over the 3
years following merger. Kose John et.al. (2010) observes many firms experience dramatic value
destruction during and after M&A transactions citing the example of ATT acquisition of NCR. It
was observed that the “joint “overconfidence” of AT&T‟s and NCR‟s CEOs played a major role
in the massive overpayment and value destruction that occurred”. The study gave evidence that
overconfident CEOs pay more than non-overconfident ones in merger deals. Paul J Siegenthaler
(2010) in his article in telegraph pointed out 10 reasons why mergers and acquisitions fail.
1. Wasting time awaiting clearance from regulatory authorities
2. Absence of common vision of merged company
3. Poor due diligence
4. Underestimation of resource requirements
5. Poor governance and unclear resolution process
6. Poor communication
7. Insufficiently detailed implementation plans
8. Lack of courage to take tough decisions
9. Weal leadership and

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
10. No clarity regarding the company culture after merger.
Considerations in formulating an M&A proposal
Academicians and practitioners came out with studies relating to critical success factors (CSFs)
for Mergers and Acquisitions proposal. Rockwell (1968) explains the 4 must-do factors for
M&A as pinpointing the objectives, specifying gains for owners, checking management ability
and seeking a good fit. DiGeorgio (2002, 2003) in his article on „Making M&A work‟ divides
the factors for success into 2 stages as selecting the right target and achieving combination
objectives. In selecting the right target section, he identifies leadership, climate within the
stakeholder team, time, resources and tools for M&A analysis, learning mechanisms and cultural
fit as the CSFs. Selecting the right leadership, structuring the integration team and detailed
planning regarding communication, integration and people are identified as the CSFs for
integration success in his studies. Gadiesh et al. (2001) gives an outline of 6 golden rules for
successful M&As as setting 6 key rationale, letting the „why‟ inform the „how‟, sense of
urgency, keeping customers at the forefront, communicating the vision and managing 3 phases of
integration viz. Set the stage, design the new company and make the integration happen. Epstein
(2005) in his „study on determinants and evaluation of merger success‟ come up with 6 keys to
merger success. Strategic vision and fit, deal structure including the price paid and structure of
financing, due diligence, pre-merger planning, post-merger integration and identification of
external factors that damage the long-term merger value are those factors.
Hoang et.al. (2008) in their study on CSFs of Mergers and acquisitions gave 10 success factors
for M&A based on literature till date. Complete and clear objectives, goals and scope of the
project, Client consultation and acceptance, Project manager's competence and commitment,
Team members' competence and commitment, Communication and information sharing and
exchange, Project plan development, Resource planning, Time management and tight secrecy,
Price evaluation and financing scheme and risk management were those CSFs.
The recognition and critical analysis of the ingredients of successful Mergers and Acquisitions in
this study is based on the „seven keys to M&A success‟ proposed by Clark and Mills (2013) as
the following:
Table 2
No. Seven keys to M&A success
1 Following the right merger success criteria
2 Optimal timing within the merger cycle
3 Exploiting superior understanding of merger segmentation
4 Adhering to absolute and relative limits on Acquisition purchase premiums
(APPs)
5 Bid pricing integrated with in-depth four synergy type PMI investigation
6 Synergy elements: real distinguished from vapor, offsets included
7 Avoidance of transaction by „wounded quail‟ acquirers, overreaching egos

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
Source: Clark, Peter; Mills, Roger. Masterminding the Deal: Breakthroughs in M&A Strategy
and Analysis. Chapter-8, Kogan Page.
The main content of this study which is the description and critical analysis of the above seven
factors are as follows:
1. Following the right merger success criteria: It was rightly said about the criteria
measurement in M&As that „You can‟t manage what you can‟t measure‟. There is always a
debate as to whether qualitative or quantitative criteria should be used to determine whether
merger or acquisition is a success or failure. For acquirers, quantifiable financial returns are
considered as the prime MergVal criteria. The following question will which of the financial
valuation criteria is more acceptable. Event studies (ES) and Total shareholder returns (TSR)
had its owns strengths and weaknesses which led to the dominance of discounted Cash Flow
(DCF) methods. Value gap (VG) which is the APP (Acquisition Purchase premium) minus
NRS (Net realisable synergies) and IVE (Incremental value effect) which is DCF Company
value for standalone vs combined are the most preferred DCF valuation techniques.
It was identified that Merger excuses and motivations was confused with merger valuation
criteria in many cases. It was observed by majority of the researchers that the acquirer
shareholder‟s gain was zero or in some cases negative. (Mueller and Sirower, 2003).
Table 3: Four Alternative Merger valuation methodologies
Alternatives
1. Event studies (ES)

Description Acquirer‟s pre-vs post- announcement share price trend relative to index
and/or industry comparables

Positives Inertia and ample availability of base data

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

2. Acquirer Total Shareholder Return (TSR)

Description Return based on increase in Market capitalisation over time, sometimes


compared to WACC.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
Positives Easy statistical calculation for a completed round turn, Reflect financial
market impact of Company‟s performance

Negatives Multiple potential distortions including dividend effect, biased towards


divestment and opportunistic short term turns
Future role Measure is limited to acquirers for whom round turn and return per
transaction important
3. Value Gap (VG)

Description APP Minus PV of NRS i.e. Net realisable merger related synergies

Positives Debunks the „Good acquisition, even though we overpaid‟ illusion,


Recognition that prevailing APP may not result in viable deal, Potential
for improved bid pricing.
Negatives Potential illusionary synergy assumptions, Zero or negative VG do not
ensure successful acquisition due to other factors
Future role Increasing use and visibility as a second financial measure to IVE.

4. Incremental value Effect (IVE)

Description Comparison of DCF of target and acquirer as future standalone and future
combined Companies

Positives Consistent with leading company valuation basis, Reliance on ultimate


source of Company‟s worth, correctly developed and incorporates APP.
Negatives Possible inaccuracies due to non-futuristic projection model, components,
unrealistic synergies.
Future role Prime role in DCF analysis of internal investment and synergy assessment

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

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
distinct product or service, Performance and solvency adaptation of preliminary analysis, and
triangulation from fundamental investigation.
2. Optimal timing within the merger cycle: It cannot be guaranteed thatnimble timing will
increase the prospects for acquisition success but mistiming may reduce the chances of merger
success based on the VE-IVE two-method merger valuation approach. As we assume that we are
in the fourth post-1980 merger wave, understanding the patterns and characteristics of the three
earlier merger waves will help us to understand more about the relevance of timing.
Clark and Mills (2013) gives the following features of three post-1980 merger waves:

 “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.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
Figure 2

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.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
The deal types were classified into 9 where bottom-trawlers (Actively seeking companies in
distress) has highest deal success probability of 87-92%. They were followed by Bolt-Ons
(Target business that fits seemingly into the acquirer‟s existing product service range) who have
an 80-85 percent success profile. Speculative strategic deals secure the bottom position in the
merger type list with minimal profile success of 15-20%. This type of mergers is characterised
by “desperation and/or enticed by the siren song of a dramatic, visionary ego-acquisition”. Clark
and Mills (2013). San Miguel‟s purchase of 49% stake in Philippines Airlines as a move away
from food and beverages was a perfect example of speculative strategic deal.
4. Adhering to absolute and relative limits on Acquisition purchase premiums: The price
paid for target company is an integral element in the success or failure of merger
transaction.High APP was considered as the reason for dramatic failure of many merger
transactions, a perfect example being AT&T‟s acquisition of NCR. (Kose John et.al., 2010).
Many experts were left scratching their head when Microsoft agreed to pay $26.2 billion to
acquire LinkedIn wondering why they would pay such a high premium for a money losing
Company with slow growth. Even though they claim to gain massive synergies in return for high
purchase premium, it is highly probable that the deal may end with a value destruction as in the
case of Nokia and aQuantive.
The MMF theory proves that bid-first myopia results in completion of deals that should not
happen at any price and value destroying purchase bases in case of completed transactions. High
APP means that the post-merger synergies are never going to match up with the extra money
paid and will end up in value destruction. Researches by Andrade et.al. (2001) and Azofra et.al.
(2007) came up with some practical APP ceilings which suggests that APP percentages more
than 37-38% means a failed transaction. There is another concept of „relative APP‟ which
advocates for reasonableness of bid by making sure that premia are in line with comparable
transactions.
5. Bid pricing integrated with in-depth four synergy type PMI investigation: There is a need
of transition from bidding tosynergy-informed bidding which places more standing on
performance in terms of VG-IVE criteria and independent information gathering. It depends on
quality of pre-close synergy analysis. Hence the question we are trying to answer is “What is the
present value of realisable synergies, adjusted for offsets, synergy duration and/or feasibility
adjustments, implementation of delays, relating to expense (e-), revenue (r-), tax (t-) and other
financial (f-) categories?” (Clark and Mills, 2013)
It is assumed that synergy intelligence issues arise over 4 M&A periods
a) Announcement date: In this period, the prospective acquirer express interest in the target firm
when synergy guidelines are extremely limited. The number of bidders and bid cycles are
expected to have an impact on the purchase premium at this stage. Early diagnosis to ensure
that APP can be justified based on expected NRS is needed to avoid wasted costs and pains
of going for lengthy vain bid chases.
b) Pre-bid acceptance period: It is known as the active chase period where bidders have
expressed their interest in target companies formally. Experts and research analysts may
come up with APP-NRS VG math to prove that increased bid range is warranted and will

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
result in value creation. Prospective acquirers may demand substantial justification regarding
NRS due to the widening awareness regarding MMF.
c) Exclusivity period: A significantly high bid from the prospective acquirer can exclude the
other bidders from getting an inside track even if the transaction can be undone at this stage.
The threat of high APP leading to value destruction is still persistent unless eliminated by
credible synergy calculations. Garnering more synergy intelligence is anticipated to be
limited till this stage.
d) Initial days following the close: In this stage, the synergy gap- the gap between acquiring
companies projected synergies and actual NRS- is realised.
6. Synergy elements: real distinguished from vapor, offsets included: One of the dreadful
situation for acquiring company‟s executives, analysts and advisors is distinguishing real
synergies from illusions. Insufficient PMI NRS to cover bidder‟s APP will lead to a failed deal
joining the other transactions in MMF category. There should be clear demarcation between real
from the illusionary synergies based on vague or non-existent factors and imaginary visions in
each of the four synergy categories. (e-, r-, f-, m-). NRS is measured as discounted incremental
cash flow associated with the nominated synergies and not only with incremental revenue,
incremental expense or incremental customer base. It is arrived at after deducting all cost
including start-up costs. The gross prospective synergies are to be adjusted for the offsets that
accompany them like the cash flow attributes that generate the synergies.
Some synergies are realised immediately on merger while some are realised over a long period
post-merger. The relevant discount rate for synergy purpose is same as the WACC for IVE
calculation. The scope of synergies available for consideration should not be too broad as it may
lose focus on critical factors. Synergy scope should not be too narrow too as unexpected and
false indicators may arise and the NRS can never match upto the APP. The smaller the universe
of net synergies, less likely that projected NRS can match APP. e- and r- synergies are
considered as the major categories and any synergy calculation which do not consider the critical
difference between the four categories are susceptible to failure.
7. Avoidance of transaction by ‘wounded quail’ acquirers, overreaching egos: “Desperate
acquirers contribute to buyers‟ panics and may destabilise the M&A market overall because of:
a) acquisition decisions made on a non-economic basis; and b) extreme overbidding-far beyond
levels suggested either by realisable synergies or comparables.” (Clark and Mills, 2013). “The
high-ego acquisition means a deal made on the most indefensible of qualitative reasons
(Temporarily boosts struggling management‟s image), increases threat of winner‟s remorse
caused by hubris.” (Roll, 1986). ATT-NCR acquisition is normally given as a perfect example of
where acquirer and target CEOs manifest a high level of hubris. Malmendier and Tate (2005a
and 2008) explains how CEO overconfidence have an impact on corporate investment policy and
ability to create value in Forbes 500 firms.Doukas and Petmezas (2007) showed that
overconfident bidders resulted in lower announcement returns of M&As by using a large sample
of UK firms.
Distracted CEOs ignore trouble signals in target companies due to his/her enthusiasm as target
appeal and lives in misperception about his/her management aura. A type of „saviour acquisition‟
leads managers to sincerely believe that the proposed business combination is essential to protect

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
the interests of acquiring company‟s shareholders. Typically, company shareholders are helpless
and dispersed to avert the value destructions instigated by charismatic leaders and hence the
board of directors are in a better position to alleviate their firms from value destruction.
CONCLUSION
1. The MMF reality is demanding the firms targeting value creation through M&As to stand
aside and do nothing to prevent value destruction. Putting aside the egos and prioritising the
shareholder‟s wealth maximisation may need the manger to be at the other side of acquisition
i.e., as a seller as MMF theory identifies that even in failed mergers there is value creation
happening in case of seller company shareholders.
2. Careful and patient acquirers can take advantage of promising targets which may come their
way later in the form of non-continuing units divorced form the first acquirers, sellers who
missed the first or best offer but still want to exit and last man standing companies that
believe that consolidation and contraction will create less value.
3. Self-assessment and identifying the priority pathways is required in finding good
opportunities and maintaining a competitive edge resulting in value creation. The strengths,
weaknesses and opportunities for growth and development are to be assessed. A strategy
should be developed to complement the strength of the acquiring company while trying to
overcome the weaknesses for gaining a competitive edge rather than being a reactor.
4. Improving the performance of the target Company is one of the major value creation
strategy. Targeting a company which has potential to generate more revenue and reduce cost
will be ideal than one which is generating high revenue and profits.
5. Consolidations should be aiming at removing excess capacity from the industry through
consolidation rather than creating spare capacity which results in supply more than demand.
6. Consolidation should aim at increasing market access for innovative products of target
companies. Additional sales force and market reach of acquiring firm will result in value
creation through consolidation.
7. M&As should aim at acquiring the technology faster than the time they take to build it.
Apple acquisition of speech recognition pioneer Novauris in 2014 and Cisco systems
acquiring Key technologies in 2013 are perfect examples of acquiring technology through
M&A than development.
8. Exploit the economies of scale to create value through M&As. Higher economies of scale
can be achieved through integration of small companies than large companies as large ones
might have already achieved the maximum possible economies.
9. Picking the winners early and helping them develop the business is another suitable strategy
for value creation. This is in contradiction to the earlier recommendation to stay patient and
cautious because of MMF theory. But right choices made like Johnson and Johnson
acquisition Depuy in 1998 resulted in annual growth rate of 17%. Acting before the
competitors will be the key in this case.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
It is appropriate to end this study with the merger rules given by Peter F Drucker (1981) which
seems relevant even after years of research and analysis.
1. “Acquirer must contribute something to the acquired company
2. A Common core of unity is required
3. Acquirer must respect the business of the acquired company.
4. Within a year or so, acquiring company must be able to provide top management to the
acquiring company
5. Within the first years of merger, managements in both companies should receive promotions
across the entities.” (Weston et.al., 1990)
REFERENCES
WEBSITES

 http://www.economist.com/node/181251, "After The Deal". The Economist. N.p., 2017.


Web. 12 June 2017.
 http://www.telegraph.co.uk/finance/businessclub/7924100/Ten-reasons-mergers-and-
acquisitions-fail.html, Siegenthaler, Paul. "Ten Reasons Mergers And Acquisitions
Fail". Telegraph.co.uk. N.p., 2017. Web. 14 June 2017.
 https://hbr.org/1986/03/acquisitions-the-process-can-be-a-problem, N.p., 2017. Web. 12
June 2017.
 https://www.bloomberg.com/professional/blog/managing-regulatory-risk-mergers-
acquisitions/, "Managing Regulatory Risk In Mergers & Acquisitions | Bloomberg
Professional Services". Bloomberg Professional Services. N.p., 2017. Web. 12 June 2017.
 https://www.mergermarket.com/info/research/2016-global-ma-report-press-release, "2016
Global M&A Report Press Release". Mergermarket. N.p., 2017. Web. 13 June 2017.
 https://www2.deloitte.com/us/en/pages/finance/articles/cfo-insights-be-an-advantaged-
acquirer.html, "What It Takes To Be An Advantaged Acquirer | Deloitte US | CFO
Program". Deloitte United States. N.p., 2017. Web. 14 June 2017.
BOOKS

 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

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
 Azofra, S.S., Díaz, B.D. and Gutiérrez, C.L.,( 2007). Corporate Takeovers in Europe: Do
Bidders Overpay? In 7th Global Conference on Business and Economics.
 Bekier, M.M., Bogardus, A.J. & Oldham, T. 2001, "Why mergers fail", The McKinsey
Quarterly, no. 4, pp. 6.
 Coley, S. C.; Reinton, S. E. 1988. The hunt for value. The Mc Kinley Quarterly.
 DiGeorgio, R. M., 2002. Making mergers and acquisitions work: What we know and don‟t
know – Part I. Journal of Change Management, 3 (2), 134-128.
 DiGeorgio, R. M., 2003. Making mergers and acquisitions work: What we know and don‟t
know – Part II. Journal of Change Management, 3 (3), 259-274.
 Doukas, J. A., and D. Petmezas, 2007. Acquisitions, Overconfident Managers and Self-
attribution Bias. European Financial Management 13, 531-577.
 Drucker, Peter F. 'The five rules of successful acquisition', Wall Stret Journal, 15 October
1981, p. A28.
 Epstein, M. J., 2005. The determinants and evaluation of merger success. Business Horizons,
January/February, 48 (1), 37-46.
 Fryer, K., Antony, J., and Douglas, A., 2007. Critical success factors of continuous
improvement in the public sector. A literature review and some key findings. The TQM
Magazine, 19 (5), 497-517.
 Gadiesh, O., Ormiston, C., Rovit, S., Critchlow, J, 2001. The „why‟ and „how‟ of merger
success. European Business Journal, 13(4), 187-193.
 Gilman, J. (1992). Broken Sticks-Why Mergers May Fail to Garner Market
Share. Managerial and Decision Economics, 13(5), 453-456. Retrieved from
http://www.jstor.org/stable/2487779
 Hoang, T.V.N. &Lapumnuaypon, K., 2008. Critical Success Factors in Merger &
Acquisition Projects: A study from the perspectives of advisory firms. Dissertation. Umeå.
 John, K., Liu, Y., Stern, L.N., &Taffler, R. (2010). It Takes Two to Tango: Overpayment and
Value Destruction in M&A Deals.
 Koi-Akrofi, G.Y. 2016, "Mergers And Acquisitions Failure Rates And Perspectives On Why
They Fail", International Journal of Innovation and Applied Studies, vol. 17, no. 1, pp. 150.
 Malmendier, U., and G. Tate, 2005a. CEO Overconfidence and Corporate Investment.
Journal of Finance 60, 2661-2700.
 Malmendier, U., and G. Tate, 2008. Who Makes Acquisitions? CEO Overconfidence and the
Market‟s Reaction. Journal of Financial Economics 89, 20-43.
 Mueller, D. C. and Sirower, M. L. (2003), The causes of mergers: tests based on the gains to
acquiring firms' shareholders and the size of premia. Manage. Decis. Econ., 24: 373–391.
doi:10.1002/mde.1103
 Paine, F. T. and Power, D. J. (1984), Merger strategy: An examination of Drucker's five rules
for successful acquisitions. Strat. Mgmt. J., 5: 99–110. doi:10.1002/smj.4250050202
 Pautler, Paul. “Evidence on Mergers and Acquisitions.” Antitrust Bulletin Vol. 48. (2003),
pp. 119-207.
 Rhodes-Kropf, M. And Viswanathan, S. (2004), Market Valuation and Merger Waves. The
Journal of Finance, 59: 2685–2718. doi:10.1111/j.1540-6261.2004.00713.x
 Rockwell, W.F. (1968), How to acquire a company. Harvard Business Review, 46 (5),121-
132.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099
 Roll, Richard, (1986), The Hubris Hypothesis of Corporate Takeovers, The Journal of
Business, 59, issue 2, p. 197-216,
http://EconPapers.repec.org/RePEc:ucp:jnlbus:v:59:y:1986:i:2:p:197-216.
 Tuch, C. and N. O‟Sullivan (2007). The impact of acquisitions on firm performance: a
review of the evidence. International Journal of Management Reviews, 9: 141–170.
 Varaiya, N.P., and K.R.Ferris (1987) , “Overpaying in corporate takeovers: The winner‟s
curse”, Financial Analysts Journal, 43, no.3, pp 64-70.
 Weston, J. Fred, Kwang S. Chung and Susan E. Hoag, 1990. Mergers, Restructuring and
Corporate Control, Prentice Hall.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099

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.

We look forward to receive your other articles/research work for


publication in the ensuing issues of our journal and hope to make our
association everlasting.

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099

South Asian Academic Research Journals


http://www.saarj.com
ISSN: 2249-7137 Vol. 7 Issue 10, October 2017 Impact Factor: SJIF =5.099

South Asian Academic Research Journals


http://www.saarj.com

Das könnte Ihnen auch gefallen