What Are Mergers and Acquisitions (M&A)?
The term mergers and acquisitions (M&A) refers to the consolidation of companies or their major business assets through financial transactions between companies. A company may purchase and absorb another company outright, merge with it to create a new company, acquire some or all of its major assets, make a tender offer for its stock, or stage a hostile takeover. All are M&A activities.
The term M&A also is used to describe the divisions of financial institutions that deal in such activity.
- The terms "mergers" and "acquisitions" are often used interchangeably, but they differ in meaning.
- In an acquisition, one company purchases another outright.
- A merger is the combination of two firms, which subsequently form a new legal entity under the banner of one corporate name.
- A company can be objectively valued by studying comparable companies in an industry and using metrics.
What's an Acquisition?
Understanding Mergers and Acquisitions
The terms mergers and acquisitions are often used interchangeably, however, they have slightly different meanings.
When one company takes over another and establishes itself as the new owner, the purchase is called an acquisition.
On the other hand, a merger describes two firms, of approximately the same size, that join forces to move forward as a single new entity, rather than remain separately owned and operated. This action is known as a merger of equals. Case in point: Both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created. Both companies' stocks were surrendered, and new company stock was issued in its place. In a brand refresh, the company underwent another name and ticker change as the Mercedes-Benz Group AG (MBG) in February 2022.
A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies.
Unfriendly or hostile takeover deals, in which target companies do not wish to be purchased, are always regarded as acquisitions. A deal can be classified as a merger or an acquisition based on whether the acquisition is friendly or hostile and how it is announced. In other words, the difference lies in how the deal is communicated to the target company's board of directors, employees, and shareholders.
M&A deals generate sizable profits for the investment banking industry, but not all mergers or acquisition deals close.
Types of Mergers and Acquisitions
The following are some common transactions that fall under the M&A umbrella.
In a merger, the boards of directors for two companies approve the combination and seek shareholders' approval. For example, in 1998, a merger deal occurred between the Digital Equipment Corporation and Compaq, whereby Compaq absorbed the Digital Equipment Corporation. Compaq later merged with Hewlett-Packard in 2002. Compaq's pre-merger ticker symbol was CPQ. This was combined with Hewlett-Packard's ticker symbol (HWP) to create the current ticker symbol (HPQ).
In a simple acquisition, the acquiring company obtains the majority stake in the acquired firm, which does not change its name or alter its organizational structure. An example of this type of transaction is Manulife Financial Corporation's 2004 acquisition of John Hancock Financial Services, wherein both companies preserved their names and organizational structures.
Consolidation creates a new company by combining core businesses and abandoning the old corporate structures. Stockholders of both companies must approve the consolidation, and subsequent to the approval, receive common equity shares in the new firm. For example, in 1998, Citicorp and Travelers Insurance Group announced a consolidation, which resulted in Citigroup.
In a tender offer, one company offers to purchase the outstanding stock of the other firm at a specific price rather than the market price. The acquiring company communicates the offer directly to the other company's shareholders, bypassing the management and board of directors. For example, in 2008, Johnson & Johnson made a tender offer to acquire Omrix Biopharmaceuticals for $438 million. The company agreed to the tender offer and the deal was settled by the end of December 2008.
Acquisition of Assets
In an acquisition of assets, one company directly acquires the assets of another company. The company whose assets are being acquired must obtain approval from its shareholders. The purchase of assets is typical during bankruptcy proceedings, wherein other companies bid for various assets of the bankrupt company, which is liquidated upon the final transfer of assets to the acquiring firms.
In a management acquisition, also known as a management-led buyout (MBO), a company's executives purchase a controlling stake in another company, taking it private. These former executives often partner with a financier or former corporate officers in an effort to help fund a transaction. Such M&A transactions are typically financed disproportionately with debt, and the majority of shareholders must approve it. For example, in 2013, Dell Corporation announced that it was acquired by its founder, Michael Dell.
How Mergers Are Structured
Mergers can be structured in a number of different ways, based on the relationship between the two companies involved in the deal:
- Horizontal merger: Two companies that are in direct competition and share the same product lines and markets.
- Vertical merger: A customer and company or a supplier and company. Think of an ice cream maker merging with a cone supplier.
- Congeneric mergers: Two businesses that serve the same consumer base in different ways, such as a TV manufacturer and a cable company.
- Market-extension merger: Two companies that sell the same products in different markets.
- Product-extension merger: Two companies selling different but related products in the same market.
- Conglomeration: Two companies that have no common business areas.
Mergers may also be distinguished by following two financing methods, each with its own ramifications for investors.
As the name suggests, this kind of merger occurs when one company purchases another company. The purchase is made with cash or through the issue of some kind of debt instrument. The sale is taxable, which attracts the acquiring companies, who enjoy the tax benefits. Acquired assets can be written up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company.
With this merger, a brand new company is formed, and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger.
How Acquisitions Are Financed
A company can buy another company with cash, stock, assumption of debt, or a combination of some or all of the three. In smaller deals, it is also common for one company to acquire all of another company's assets. Company X buys all of Company Y's assets for cash, which means that Company Y will have only cash (and debt, if any). Of course, Company Y becomes merely a shell and will eventually liquidate or enter other areas of business.
Another acquisition deal known as a reverse merger enables a private company to become publicly listed in a relatively short time period. Reverse mergers occur when a private company that has strong prospects and is eager to acquire financing buys a publicly listed shell company with no legitimate business operations and limited assets. The private company reverses merges into the public company, and together they become an entirely new public corporation with tradable shares.
How Mergers and Acquisitions Are Valued
Both companies involved on either side of an M&A deal will value the target company differently. The seller will obviously value the company at the highest price possible, while the buyer will attempt to buy it for the lowest price possible. Fortunately, a company can be objectively valued by studying comparable companies in an industry, and by relying on the following metrics.
Price-to-Earnings Ratio (P/E Ratio)
With the use of a price-to-earnings ratio (P/E ratio), an acquiring company makes an offer that is a multiple of the earnings of the target company. Examining the P/E for all the stocks within the same industry group will give the acquiring company good guidance for what the target's P/E multiple should be.
Enterprise-Value-to-Sales Ratio (EV/Sales)
With an enterprise-value-to-sales ratio (EV/sales), the acquiring company makes an offer as a multiple of the revenues while being aware of the price-to-sales (P/S ratio) of other companies in the industry.
Discounted Cash Flow (DCF)
A key valuation tool in M&A, a discounted cash flow (DFC) analysis determines a company's current value, according to its estimated future cash flows. Forecasted free cash flows (net income + depreciation/amortization (capital expenditures) change in working capital) are discounted to a present value using the company's weighted average cost of capital (WACC). Admittedly, DCF is tricky to get right, but few tools can rival this valuation method.
In a few cases, acquisitions are based on the cost of replacing the target company. For simplicity's sake, suppose the value of a company is simply the sum of all its equipment and staffing costs. The acquiring company can literally order the target to sell at that price, or it will create a competitor for the same cost.
Naturally, it takes a long time to assemble good management, acquire property, and purchase the right equipment. This method of establishing a price certainly wouldn't make much sense in a service industry wherein the key assets (people and ideas) are hard to value and develop.
Frequently Asked Questions
How Do Mergers Differ From Acquisitions?
In general, "acquisition" describes a transaction, wherein one firm absorbs another firm via a takeover. The term "merger" is used when the purchasing and target companies mutually combine to form a completely new entity. Because each combination is a unique case with its own peculiarities and reasons for undertaking the transaction, use of these terms tends to overlap.
Why Do Companies Keep Acquiring Other Companies Through M&A?
Two of the key drivers of capitalism are competition and growth. When a company faces competition, it must both cut costs and innovate at the same time. One solution is to acquire competitors so that they are no longer a threat. Companies also complete M&A to grow by acquiring new product lines, intellectual property, human capital, and customer bases. Companies may also look for synergies. By combining business activities, overall performance efficiency tends to increase, and across-the-board costs tend to drop as each company leverages off of the other company's strengths.
What Is a Hostile Takeover?
Friendly acquisitions are most common and occur when the target firm agrees to be acquired; its board of directors and shareholders approve of the acquisition, and these combinations often work for the mutual benefit of the acquiring and target companies.
Unfriendly acquisitions, commonly known as hostile takeovers, occur when the target company does not consent to the acquisition.
Hostile acquisitions don't have the same agreement from the target firm, and so the acquiring firm must actively purchase large stakes of the target company to gain a controlling interest, which forces the acquisition.
How Does M&A Activity Affect Shareholders?
Generally speaking, in the days leading up to a merger or acquisition, shareholders of the acquiring firm will see a temporary drop in share value. At the same time, shares in thetarget firmtypically experience a rise in value. This is often due to the fact that the acquiring firm will need to spend capital to acquire the target firm at a premium to the pre-takeover share prices.
After a merger or acquisition officially takes effect, the stock price usually exceeds the value of each underlying company during its pre-takeover stage. In the absence of unfavorableeconomic conditions, shareholders of the merged company usually experience favorable long-term performance and dividends.
Note that the shareholders of both companies may experience adilutionof voting power due to the increased number of shares released during the merger process. This phenomenon is prominent instock-for-stock mergers, when the new company offers its shares in exchange for shares in the target company, at an agreed-uponconversion rate. Shareholders of the acquiring company experience a marginal loss of voting power, while shareholders of a smaller target company may see a significant erosion of their voting powers in the relatively larger pool of stakeholders.
What Is the Difference Between a Vertical and Horizontal Merger or Acquisition?
Horizontal integration and vertical integration are competitive strategies that companies use to consolidate their position among competitors. Horizontal integration is the acquisition of a related business. A company that opts for horizontal integration will take over another company that operates at the same level of thevalue chainin an industry—for instance when Marriott International, Inc. acquired Starwood Hotels & Resorts Worldwide, Inc.
Vertical integration refers to the process of acquiring business operations within the same production vertical. A company that opts for vertical integration takes complete control over one or more stages in the production or distribution of a product. Apple, for example, acquired AuthenTec, which makes the touch ID fingerprint sensor technology that goes into its iPhones.
There are four main types of acquisitions based on the relationship between the buyer and seller: horizontal, vertical, conglomerate, and congeneric.What are the 4 types of M&A? ›
There are four main types of acquisitions based on the relationship between the buyer and seller: horizontal, vertical, conglomerate, and congeneric.What valuation methods are used for mergers and acquisitions? ›
The fair value of the Target company will also be determined through one or more of the three standard valuation approaches: the Market, Income, or Cost approaches—although the Cost approach is rarely used as a merger and acquisition valuation method.What are the structures of M&A? ›
- Stock purchase. The buyer purchases the target company's stock from its stockholders. ...
- Asset sale/purchase. The buyer purchases only assets and assumes liabilities that are specifically indicated in the purchase agreement. ...
General M&A valuation methods
This approach works on the principle NAV, which is assets minus liabilities. Basically, all the assets including tangible and intangible assets are added up, and then the amount of this total is subtracted from the liabilities, which gives us the value of the company.
The three stages in question are pre-combination, combination (involving the integration of companies) and solidification and advancement (which forms the new entity).What are the five methods of valuation? ›
This course examines in detail the five key property valuation methods: comparison, investment, residual, profits, and cost-based.What are the 5 methods of valuation and when to use them? ›
There are five main methods used when conducting a property evaluation; the comparison, profits, residual, contractors and that of the investment. A property valuer can use one of more of these methods when calculating the market or rental value of a property.What are the three keys to M&A success? ›
- Quick Integration of Data and Compliance. One of the biggest jobs during an acquisition is integrating data from the company you're acquiring, including its finance, human resources, payroll, and other operational information. ...
- Having the Right Data at the Right Time. ...
- Putting Culture First.
1. Asset Acquisition. Asset acquisitions are a well-known and more traditional way of structuring an M&A deal. In this structure, a buyer purchases certain assets of a target company.What models are used in M&A? ›
- Cash on the acquirer's balance sheet. This has the lowest "cost" to the company. ...
- Debt the acquirer raises from the capital markets. ...
- Equity the acquirer issues (shares it sells to the public or issues to the target company as part of the deal). ...
- Mix of cash, debt or equity.
Three major categories of equity valuation models are present value, multiplier, and asset-based valuation models.What are the 4 steps in M&A? ›
- Assessment and preliminary review.
- Negotiation and letter of intent.
- Due diligence.
- Negotiations and closing.
- Post-closure integration/implementation.
There are three approaches used in valuing a business: the asset-based approach, the income approach, and the market approach.What are the 5 types of business mergers? ›
There are five commonly-referred to types of business combinations known as mergers: conglomerate merger, horizontal merger, market extension merger, vertical merger and product extension merger.What is M&A and basic strategy? ›
Mergers and acquisitions (M&A) strategy refers to the driving idea behind a deal. Companies' and investors' motivations determine the types of deals they pursue. Broadly speaking, the most common objectives of M&A fall into two main categories: improving financial performance and reducing risk.What are the two sides of M&A? ›
In terms of M&A, the buy-side means working with the buyers and finding opportunities for them to acquire other businesses. Sell-side M&A, on the other hand, means working with the sellers who are trying to find a counterparty for the sale of a client's business.What are the three phases of acquisition process? ›
The services acquisition process consists of three phases—planning, devel- opment, and execution— with each phase building upon the previous one.What are four valuation models? ›
The market approach to business valuation is categorized into four distinct methods- Market price Method, Comparable Companies Method, Comparable Transaction Method, and EV to Revenue Multiples Method.
Method 4 — Deductive value
The buyer and the seller in the importing country must not be related and the sale must take place at or about the time of importation of the goods being valued.
- Due Diligence.
Valuation models that fall into this category include the dividend discount model, discounted cash flow model, residual income model, and asset-based model. Relative valuation models, in contrast, operate by comparing the company in question to other similar companies.What are the two major types of valuation? ›
Valuation methods typically fall into two main categories: absolute valuation and relative valuation.What are the 5X method of valuation? ›
Here's how it works. Most investors want to see the valuation for their money coming in at 20%-25% of the post-money valuation. This gives a 4X-5X valuation based on the investment. For example, using 4X raising $500K, a $500K investment plus $1.5M pre-money, yields a $2M post-money valuation.What are appraisers 3 valuation techniques? ›
Real estate appraisers and valuation professionals generally calculate property valuations using the three different methods of value: the cost approach; the income approach; and the comparable sales/ market approach.What are the 3 valuation methodologies and which would get you the highest value? ›
This means that income will rise in the I/S, and value of assets will increase in the B/S. Of the three main valuation methods (DCF, Public comparables and transaction comparables), rank them in terms of which gives you the highest price.What are the 6 determinants of merger success? ›
Epstein (2005) proposed six determinants of merger success: due diligence, strategic vision and fit, deal structure, pre-merger planning, external factors, and post-merger integration.What are the most important multiples in M&A? ›
In practice, the EV/EBITDA multiple is the most commonly used, followed by EV/EBIT, especially in the context of M&A.What are the three value drivers in value creation for M&A? ›
Current growth, financial performance, and key performance metrics.
- CIMA Mergers and Acquisitions Masters Course.
- Stanford Business Mergers and Acquisitions Course.
- Mergers and Acquisitions at Harvard Business School.
- Kellogg School of Business: Creating Value through M&A.
- INSEAD M&As and Corporate Strategy.
- The M&A Council: On-site training for M&A Teams.
Technology decisions are one of the most obvious and biggest challenges of the M&A process. Each company will have specific technological requirements that they need to consider. Following an M&A deal, it's likely that you will have different platforms or applications that perform the same function.What are the most common M&A synergies? ›
All in all, revenue, cost, and financial are the three most common acquisition synergies examples. The goal of any merged firm is to grow the synergies and hope that they reach their full potential post-close.How do you evaluate M&A targets? ›
- Financial value.
- Asset value to your company.
- Possible resale value of the company and its assets.
- Strategic impact on your company.
The cost approach considers how much investment was required to build the asset in question — or how much it would cost to replace it. The market approach uses the present fair market value of the asset.What are the 3 valuation of financial assets models? ›
There are three main investment valuation models commonly used in the “absolute” and “relative” categories. They are the “Dividend Discount Model, “Discounted Cash Flow Model” and the “Comparables Method.” Each process has its own strengths and weaknesses.What is the best equity valuation method? ›
A technique that is typically used for absolute stock valuation, the dividend discount model or DDM is one of the best ways to value a stock. This model follows the assumption that a company's dividends characterise its cash flow to the shareholders.What is rule of 6 M&A? ›
The Panel must be consulted by a bidder's financial adviser prior to more than six external parties being approached about an offer or possible offer, for example shareholders or potential providers of finance (debt or equity) (this is commonly known as the Rule of 6).What are the two methods in financing M&A explain? ›
The primary sources of M&A financing are equity financing and debt financing. Companies may also use their existing cash reserves. A key consideration in M&A financing is to ensure the capital provided is sensitive to the company's operating cash flows.What are the 4th main financial motives for M&A? ›
The main motives for mergers and acquisitions can be divided into four categories. These factors are strategic motives, financial motives, managerial motives, and acquisition wave motives.
The Big Four M&A refers to the four largest and most prominent global professional services firms: Deloitte, Ernst & Young, KPMG, and PricewaterhouseCoopers. These firms are responsible for providing strategic advice and executing mergers and acquisitions (M&A) transactions.What are the different types of M&A buyers? ›
When it comes to M&A, there are generally three different types of buyers: strategic, financial, and individual. Understanding what motivates each buyer is key to executing a successful transfer of ownership for your business.What are the 6 key financial indicators of attractive acquisition targets? ›
These are: Growth, Profitability, Leverage, Size, Liquidity and Valuation.What is a typical M&A deal structure? ›
There are three basic structures we will cover here: Asset Acquisition: the buyer buys the assets of the business. Stock Purchase: the buyer buys the stock of the business. Merger: the buyer merges or “combines” with the business.What are the four phases of M&A and what happens at each phase? ›
The merger and acquisition process includes all the steps involved in merging or acquiring a company, from start to finish. This includes all planning, research, due diligence, closing, and implementation activities, which we will discuss in depth in this article.Which Big 4 has the best M&A? ›
Australia's largest professional services firm, PwC, has clocked up the most M&A work of the big four consulting outfits this year, new rankings by GlobalData show.What is advisory Big 4? ›
What is the Big 4? The Big 4 are the four largest international accounting and professional services firms. They are Deloitte, EY, KPMG and PwC. Each provides audit, tax, consulting and financial advisory services to major corporations.How do you break into Big 4 accounting? ›
- Be open to all options. ...
- Get excellent grades. ...
- Pass the CPA exam. ...
- Take advantage of fall recruiting. ...
- Professionally network. ...
- Land an early internship. ...
- Find a niche for yourself.
- The Individual Buyer. ...
- The Strategic Buyer. ...
- The Synergistic Buyer. ...
- The Industry Buyer. ...
- The Financial Buyer.