Creating Value From Mergers And Acquisitions

This text studies mergers and acquisitions in Europe within a common framework and provides a comparative analysis of the M & A scene in Europe and in the US. It develops a coherent, international and multidisciplinary perspective of the M & A scene.

In 1999, MCI WorldComm and Sprint agreed to merge. Valued at $129 billion, this expected transaction was the largest in history. However, it fell victim to regulators in Europe concerned with the potential monopoly power of the merged firm. This M&A action was merely the latest in a growing trend of "blockbuster" mergers over the past several years. Once a phenomenon seen primarily in the United States, mergers and acquisitions are increasingly being pursued across national boundaries. In short, acquisition strategies are among the most important corporate-level strategies in the new millennium. The need for clear, complete, and up-to-date guide to successful mergers and acquisitions had never been greater. This book more than fills that need. Looking at successful--and unsuccessful--mergers and acquisitions in a number of different industries, Mergers and Acquisitions: A Guide to Creating Value explains how to conduct an acquisition and how to avoid pitfalls that have doomed many such ventures. The authors take the reader step-by-step through the process, starting with the elements of a successful merger, due diligence to ensure that the target firm is sound and fits well with the acquiring firm, and how mergers and acquisitions are financed. They move on to explore how firms find partners/targets for acquisitions that have complementary resources and how to find partners with which integration and synergy can be achieved. Finally, they discuss the potential hazards found in M&A's and how to avoid them, how to conduct successful cross-border acquisitions, and how to ensure that ethical principles aren't breached during the process. Based on 15 years of research, this essential guide goes beyond specific case studies to cover all aspects of these ventures, making it required reading for all managers seeking to build a successful strategy.

In a business climate marked by escalating global competition and industry disruption, successful mergers and acquisitions are increasingly vital to the growth and profitability of many corporations. If history is any guide, 60 to 70 per cent of new mergers will fail – and will destroy shareholder value. To date, analyses of the M&A failure rate tend to focus on individual causes – e.g., culture clashes, valuation methods, or CEO overconfidence – rather than examining the problem holistically. The Value Killers is the first book based on a holistic analysis of successful and unsuccessful transactions. Based on research, interviews with top executives, and case studies, this book identifies the key causes of failures and successes and offers prescriptions to increase the odds that future transactions will deliver all the anticipated synergies. The Value Killers offers practical advice in the form of 5 Golden Rules. These rules will help managers and boards to ensure that target companies are properly valued; potential synergies and risks are identified in advance; checks and balances are installed to make sure that the pros and cons of the transaction are rationally and objectively evaluated; mechanisms are created that will trigger termination of bad deals; and obstacles to successful post-merger integrations are assessed (and solutions developed) before the deal closes. Each chapter includes questions for executives considering future M&As to allow them to see whether they are on the right track or not.

Unlike other Mand&A references, this one-volume guide establishes a framework for analyzing each transaction from a financial perspective, and evaluating your options in terms of how they create value today or better position the company to build value tomorrow. In this newly updated Fifth Edition of Structuring Mergers and& Acquisitions: A Guide to Creating Shareholder Value, you get clear, authoritative discussions of: How shareholder value relates to mergers and acquisitions, and different methodologies for valuing a transaction, such as discounted cash flow, comparable company, comparable transaction, premiums paid, price/volume relationships, and private company valuation. How accounting can influence value creating in mergers and acquisitions, a critical aspect of understanding and structuring the proper transaction for differing business circumstances. Collars, break-up fees, lock-ups, walk-aways, minority squeeze outs, earnouts, and anti-trust considerations, and other special topics you will encounter in deals Transactions you may encounter, from and“plain vanillaand” deals like mergers, acquisitions, divestitures, joint ventures, and leveraged buyouts, to more complicated restructuring alternatives like spin-offs, split-offs, share repurchases, recapitalizations and restructuring options that can enhance shareholder value. Protecting against takeover threats, including legal and structural defenses, with coverage of the most common form of legal defense, the shareholder rights plan. Making aggressive or hostile offers for a company, the pros and cons of and“going it aloneand” in attempting a hostile acquisition. Performing effective and complete due diligence on a company in the context of a transaction, a critical step that is often overlooked as something and“someone else should do.and” Handling the human aspects of mergers and acquisitions, including basic transition tips that can avoid massive pre- and post-deal turnover.

Discover the tools necessary to determine what your company's value is, what drives its value, and how to enhance that value during an M&A transaction. The only book to focus on valuation specifically for mergers and acquisitions, Valuation For M&A: Building Value in Private Companies, Second Edition lays out the steps for measuring and managing value creation in privately held businesses. This groundbreaking work led directly to authors Chris M. Mellen and Franck C. Evans being named the joint 2010 AM&AA Middle Market Thought Leader of the Year by the Alliance of Merger & Acquisition Advisors, and its thorough overview of the subject: Recognizes a company as an investment and explains how to manage that value to maximize shareholder returns, focusing on returns, risks, and capital invested Explains investment or strategic value versus fair market value and provides a document request checklist; sample interview questions; and formats for adjusting financial statements, developing discount rates, the computation of net cash flow; and a valuation reconciliation form Includes a comprehensive case study to illustrate concepts and calculations Now covers fair value accounting and the impact of SFAS Nos. 141, 142, and 157 and their IFRS counterparts, intangible asset valuation techniques, exit planning, international M&As, and venture backed/early stage companies Showing corporate executives as well as M&A professionals and business appraisers how to value privately-held businesses for merger and acquisition purposes, this book helps investors, executives, and their advisors determine the optimum strategy to enhance both market value and strategic value to maximize return on investment.

Creating Value from Mergers and Acquisitions is the first book to provide a comparative analysis of the M&A scene in Europe and the US, the two most active markets in the world. Now in its second edition it continues to develop an international and multidisciplinary perspective of M&A, and considers M&A as a process and not a mere transaction. The author draws upon economics, finance, strategy, law, organisational theories to formulate a five-stage model and emphasises the need to understand the interconnected nature of these stages. The book’s central focus in on the challenges to using M&A as an instrument to create shareholder value, how M&A risks can be mitigated and how odds of success in acquisitions can me increased. Creating Value from Mergers and Acquisitions is suitable for those studying advanced undergraduate and MBA courses in industrial organisations, finance, business strategy, and corporate governance, as well as those preparing for professional exams. The rigorous integration of the conceptual, empirical, and practical aspects of M&A means that researchers and practitioners will also find this book extremely useful.

How can acquisitions help improve a firm's competitive position and lead to value creation? * Why do many acquisitions fail to live up to expectations? * Why do many managers think that integration means "make the other firms like us," rather than build on the complementary elements that were the original justification for the acquisition? * How can a management team improve its success with acquisitions? * How and what can firms learn from their acquisition experience? These persistent questions are addressed in this important book by Philippe Haspeslagh and David Jemison. Though much has been written about hostile takeovers, megamergers, and corporate restructuring, little attention has been paid to strategic acquisitions that firms throughout the world are using to accelerate the renewal of their business. After eight years of research in 20 companies in the United States, Europe, and Japan, Haspeslagh and Jemison offer a welcome antidote to an overly financial view of acquisitions. Real value, they show, is created only after the agreement is signed -- through managerial actions, not financial engineering. Against their innovative theory of how acquisitions create value, the authors examine the reality of acquisition decision making in most firms. Ironically, they point out, less effective acquisition decision making does not stem from a lack of analysis, but from problems in the acquisition process itself. The importance of their message manage the acquisition process -- becomes more vivid when Haspeslagh and Jemison address integration, identifying common problems and challenges. In addition, they offer a powerful framework for managers to think through their integration approach.