By Andrew J. Sherman
This sensible consultant to the mergers and acquisitions industry is designed for the dealers and dealers of businesses, and their advisors and co-workers. the complete spectrum of the M&A transaction, from examining projected monetary achieve to structuring documentation, is roofed. Written for these already desirous about M&A offers or for these contemplating a circulate in that path, this paintings covers the mechanics of the deal from begin to end. It additionally: offers an outline of tax and accounting issues; covers the competing goals and viewpoints of patron and vendor; and explains easy methods to draft definitive criminal records.
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The overpaying for synergies that never come to pass ends up costing the shareholders of the buyer dearly, instead of enhancing shareholder value, as originally intended. Page 12 Motivations in an Acquisition For the seller, the key "motivators" in an acquisition (which will be discussed in more detail in Chapter 2) usually include one or more of the following: * Ownership nearing retirement or ready for an exit * Inability to compete as an independent * The desire to obtain cost savings * Access to the greater resources of the acquiring company For the buyer, the key "motivators" in an acquisition (which will be discussed in more detail in Chapter 3) usually include one or more of the following: * Revenue enhancement * Cost reduction * Vertical and/or horizontal operational and financial synergies or economies of scale * Growth pressures from investors * Underutilized resources * Intrapreneurs with a large appetite * A desire to reduce the number of competitors (increase market share) * A need to gain a foothold in a new geographic market (especially if the current market is saturated)* A desire to diversify into new products and services Motivations in a Merger It is important to note that a merger is a different animal from an acquisition and thus a different set of objectives typically emerges for either party: * To improve process engineering and technology * To increase the scale of production in existing product lines * To acquire the capability to produce subassemblies internally * To find additional uses for existing management talent * To redeploy excess capital in more profitable or complementary uses * To obtain tax benefits Page 13 In a classic merger, there is no buyer or seller, though one party may be quarterbacking the transaction or have initiated the contract.
S. companies were restructured, over 80,000 were acquired or merged, and over 700,000 sought bankruptcy protection in order to reorganize to continue operations. " This era featured swashbucklers and Rambo tactics to gain control over targets. The 1990s have proved to be equally or even more dynamic in terms of companies evolving through upsizing and growth, downsizing, rightsizing, spinoffs, rollups, divestitures, consolidation, and growth, but with a different focus on postclosing synergies, operating efficiencies, increases in customer bases, strategic alliances, and market share and access to new technologies.
Some companies become available for sale only after years of planning and preparation, with the sellers laying the groundwork for maximizing value. These sellers take the time to anticipate the needs and wants of different types of buyers, yet they realize that some items must be kept "plain vanilla" because each buyer will have different objectives and motivations. Other companies become available for sale owing to boredom of the founding entrepreneur or competitive or financial factors that may have only recently appeared.