...After Kraft announced takeover of Cadbury’s, it announced job losses. TWE do you agree that mergers and takeovers are not always in the best interests of their stakeholders (40) A stakeholder is a group or organisation/institution that has an interest in or is affected by the success of a business. Many stakeholders would argue that takeovers/mergers are not in their best interests because the new ownership will usually cut jobs to reduce costs. This is because the new ownership are likely to have their own HR department, operations, management etc, therefore roles such as middle managers will be regarded as surplus to requirements. Cutting jobs would be supported by shareholders such as shareholders/higher management but opposed by employees and the local community as the firm would not be fulfilling their social responsibility. After cutting jobs, the firm will then transfer production overseas as another method of cutting costs which will be supported by management and customers (since the firm may reduce prices), however it will be opposed by the local community because of the job losses and impact on the economy incurred. However if a firm decides not to transfer production overseas they may introduce more capital intensive labour and replace human workers as a method of reducing long term costs which will be favoured by customers and shareholders but opposed by employees. However whilst most takeovers will favour the cutomer, the firm taking ownership may rise prices to...
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...acquiring company's balance sheet and may be considered income. For the purchased company, negative goodwill often indicates a distress sale, and the unfavorable sale conditions lead to a depressed sale price. Investopedia explains 'Negative Goodwill' Negative goodwill is based on the concept of goodwill, an intangible asset that represents the worth of a company's brand name, patents, customer base and other items that are difficult to price but that help to make a company valuable. Most of the time, a company will be purchased for more than the value of its tangible assets, and the difference is attributed to goodwill. When the price paid is less than the actual value of the company's net assets, you have negative goodwill. Definition of 'De-Merger' A business strategy in which a single business is broken into components, either to operate on their own, to be sold or to be dissolved. A de-merger allows a large company, such as a conglomerate, to split off its various...
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...Firstly the benchmark for a failed merger must be set. The one most commonly used it whether the share price of the firm rose in comparison to an industry specific average, or whether it fell. However tis only considers the financial success of the deal, and neglects its strategic and social impact. The merger may have met the majority of its objectives (e.g. A reduction in real cost, improved position within the industry for future growth), but there was no increase in shareholder wealth, maybe because the assets were overpriced. Indeed in the first few years after a merger or acquisition out-performing the other, more established, firms in the industry can be difficult. Currently almost all studies dealing with the failure and success of mergers have focussed on the shareholder value in the short term. REF. Indeed the few studies that have analysed the long term implications propose that if the mergers are well selected and well planned the business capability of the brand can be increased. Maybe instead of considering the financial failure of a takeover, the societal success should be looked into. If the merger reduces the resources needed increases the range of products available and offers better quality products, the in terms of the consumer is this not a success? There are, broadly speaking, two main areas which can cause a merger to fail. The first is improper managing and strategy, and the second is cultural differences between the two firms. If both are will though...
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...When we talk about acquisitions or takeovers, we are talking about a number of different transactions. These transactions can range from one firm merging with another firm to create a new firm to managers of a firm acquiring the firm from its stockholders and creating a private firm. We begin this section by looking at the different forms taken by takeovers. 1. TAKEOVER A corporate action where an acquiring company makes a bid for an acquire. If the target company is publicly traded, the acquiring company will make an offer for the outstanding shares. There are three types of takeovers: 1.1 Friendly takeovers A "friendly takeover" is an acquisition which is approved by the management. Before a bidder makes an offer for another company, it usually first informs the company's board of directors. In an ideal world, if the board feels that accepting the offer serves the shareholders better than rejecting it, it recommends the offer be accepted by the shareholders. 1.2 Hostile takeovers A "hostile takeover" allows a suitor to take over a target company whose management is unwilling to agree to a merger or takeover. A takeover is considered "hostile" if the target company's board rejects the offer, but the bidder continues to pursue it, or the bidder makes the offer directly after having announced its firm intention to make an offer. A hostile takeover can be conducted in several ways. A tender offer can be made where the acquiring company makes a public offer at a...
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...Merger of Equals Section 2 Yang LIU Student No. 5363940 Xiaoyi YAN Student No. 5363999 Yiding ZHAO Student No. 5516778 Zhuyun FANG Student No. 5484118 5P60 – Accounting Theory Professor Fayez A. Elayan Due Date: April 11, 2014 I. Background During the last decades, the merger and acquisition happened in the constantly developing economy, primarily deriving from the United States. Since the financial crisis happened in 2008, most companies in the world faced risks and losses; however they also had challenges and opportunities. Meanwhile merger and acquisition gave them the opportunity to get rid of the risks and losses that in turn allowed them to redevelop. Merger of equals became a new mode of merger and acquisition in recent years, which plays a significant role in the current global market. It is known that, merger of equals have been on the rise in order allow for sustainable and fast development. There are many reasons why companies’ merge and some examples could be illustrated to prove the points of views. The purpose of the merger of equals is to keep equality amongst the companies. Specifying the expectations of the merger is often a large part of the merging process. Since the trend of merger of equals is more and more popular, we wonder why merger of equals becomes so important in our daily. Unfortunately, there are few research about merger and equals, especially the influence on earning quality. Through all the...
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...1 ACQUISITIONS AND TAKEOVERS When analyzing investment decisions, we did not consider in any detail the largest investment decisions that most firms make, i.e., their acquisitions of other firms. Boeing’s largest investment of the last decade was not a new commercial aircraft but its acquisition of McDonnell Douglas in 1996. At the time of the acquisition, Boeing's managers were optimistic about the merger, claiming that it would create substantial value for the stockholders of both firms. What are the principles that govern acquisitions? Should they be judged differently from other investments? Firms are acquired for a number of reasons. In the 1960s and 1970s, firms such as Gulf and Western and ITT built themselves into conglomerates by acquiring firms in other lines of business. In the 1980s, corporate giants like Time, Beatrice and RJR Nabisco were acquired by other firms, their own management or wealthy raiders, who saw potential value in restructuring or breaking up these firms. In the 1990s, we saw a wave of consolidation in the media business as telecommunications firms acquired entertainment firms, and entertainment firms acquired cable businesses. Through time, firms have also acquired or merged with other firms to gain the benefits of synergy, in the form of either higher growth, as in the Disney acquisition of Capital Cities, or lower costs. Acquisitions seem to offer firms a short cut to their strategic objectives, but the process has its costs. In this chapter,...
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...Mergers and Acquisitions CHAPTER 21 OPENING CASE I n April 2007, Netherlands-based ABN AMRO and U.K.-based Barclays announced a merger that would create the world’s largest asset manager as well as one of the world’s five largest banks. The value of the deal was about €67 billion ($91.07 billion). Under the terms of the merger, Barclays would offer 3.225 shares of the new company for each share held by ABN AMRO shareholders. Also, ABN AMRO agreed to sell LaSalle Bank to Bank of America for $21 billion, which would result in a €12 billion distribution to shareholders. How do companies like ABN AMRO and Barclays determine whether a merger is a good idea? This chapter explores reasons that mergers should take place, and, just as important, reasons why they should not. There is no more dramatic or controversial activity in corporate finance than the acquisition of one firm by another or the merger of two firms. It is the stuff of headlines in the financial press, and it is occasionally an embarrassing source of scandal. The acquisition of one firm by another is, of course, an investment made under uncertainty, and the basic principles of valuation apply. One firm should acquire another only if doing so generates a positive net present value for the shareholders of the acquiring firm. However, because the NPV of an acquisition candidate can be difficult to determine, mergers and acquisitions, or M&A activities, are interesting topics in their own right. Some of the special...
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...2. Introduction 1. Background of the Company [pic] Microsoft is one of the biggest software and IT companies in the world. The industry touches every region of Technology. Its current best-selling products are the Microsoft Windows operating system and the Microsoft Office suite of productivity software. They cover Operation System (Vista and Windows 7), Server and Tools Division (Windows server 2008, VB and SQL), Online Services Business division (MSN and the search engine Bing), Microsoft Business Division (Microsoft Office), and Entertainment Devices Division (smart phones, XBOX and MSN TV). Microsoft mission is to enable people and businesses throughout the world to realize their full potential. It develops software, hardware, service and solution to achieve this goal since it established at 1975 by Bill Gates and Paul Allen in Albuquerque. In 1980, Microsoft formed a partnership with IBM that allowed them to bundle Microsoft’s operating system with IBM computers, paying Microsoft a royalty for every sale. With a real big range of service IT service, we can say the client of Microsoft is unlimited, from OEM, business, and individuals. And the competition is all over from every division, such as Apple in PC Market and Google in Online Service Market. [pic] Yahoo! Was started at Stanford University in January 1994 by Jerry Yang and David Filo. Both of them were Electrical Engineering graduate students when they created a website named “Jerry and...
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...An Overview of Mergers and Acquisitions Mergers and acquisitions have been taking place since World War I, there is a lot of history to why they came about and the changes in regulation as the application of it has progressed. Many companies end because of a merger or acquisition while other companies become market powers because of a merger. Mergers and acquisitions occur for a variety of reasons and there are a number of ways that it can be carried out. Understanding what makes a company successful or unsuccessful can help one understand why a company merges with another company or acquires another company. One must also understand what contributes to making a merger or acquisition a success or a failure. There are many things that keep a company successful. The corporate culture is very important as well as the geographical place that it is in. The people who run it, both upper management and lower management, can also make or break a business. When one of these aspects goes wrong and the company is going down hill a merger or acquisition is a big possibility. In many instances it is the only thing that can save the life of a business. A merger is defined as two firms whom are usually the same size that agree to join as one company that is operated and owned as one (investopedia.com). It is a combination of two companies to create a new company. All of the assets and liabilities of the companies are shared by the one company that is formed. An acquisition...
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...The Hubris Hypothesis of Corporate Takeovers Author(s): Richard Roll Source: The Journal of Business, Vol. 59, No. 2, Part 1 (Apr., 1986), pp. 197-216 Published by: The University of Chicago Press Stable URL: http://www.jstor.org/stable/2353017 Accessed: 10/02/2010 10:10 Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at http://www.jstor.org/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use. Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at http://www.jstor.org/action/showPublisher?publisherCode=ucpress. Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission. JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact support@jstor.org. The University of Chicago Press is collaborating with JSTOR to digitize, preserve and extend access to The Journal...
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...Ethical Issues in Mergers and Acquisitions MERGERS AND ACQUISITIONS-AN OVERVIEW: The phrase mergers and acquisitions (M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company (in a given industry) grow rapidly without having to create another business entity. In legal terminology, mergers and acquisitions can be defined as follows: • Merger: A full joining together of two previously separate corporations. A true merger in the legal sense occurs when both businesses dissolve and fold their assets and liabilities into a newly created third entity. This entails the creation of a new corporation. • Acquisition: Taking possession of another business, also called a takeover or buyout. It may be share purchase (the buyer buys the shares of the target company from the shareholders of the target company. The buyer will take on the company with all its assets and liabilities. ) or asset purchase (buyer buys the assets of the target company from the target company). Although they are often uttered in the same breath and used as though they were synonymous, the terms merger and acquisition mean slightly different things. 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. But when the deal is unfriendly - that is, when the target company does not want...
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...| ------------------------------------------------- OFFICE USE ONLY – LATE SUBMISSION | ------------------------------------------------- Date Due: | ------------------------------------------------- | ------------------------------------------------- Received: | ------------------------------------------------- | | ASSESSMENT FRONT COVER SHEET | COURSE: | The Development of International Business since the 1870s | STUDENT NUMBER: | 2 | 1 | 8 | 5 | 9 | 4 | 1 | WORD COUNT*: | | 2 | 4 | 3 | 1 | *excluding bibliography, references and appendices Please submit your assignment to the designated submission venue. ------------------------------------------------- FOR OFFICE INFORMATION ONLY Extensions All extensions requests must be submitted to programmes administrators in advance of the submission deadline. | Extension granted until: | Authorised by: | Most common Strategies to enter an International Market Development in International Businesses Jonas Meyer Glasgow University | | | | Adam Smith Business School | | | | Place & date: | Glasgow, 17. February 2015 | | | | Name, initials: | Meyer, JonasExchange Student fromMaastricht University | | For assessor only | | ID number: | Glasgow ID: 2185941MMaastricht ID: i6054474 | | 1. Content | | Study: | Development of International Business | | 2.Language structure | | Course code: | MGT 4060 | | 3.Language accuracy | | Tutorial number: | Wednesdays, 9-11am...
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...NO. 6 • DEC. 2000 Hostility in Takeovers: In the Eyes of the Beholder? G. WILLIAM SCHWERT* ABSTRACT This paper examines whether hostile takeovers can be distinguished from friendly takeovers, empirically, based on accounting and stock performance data. Much has been made of this distinction in both the popular and the academic literature, where gains from hostile takeovers result from replacing incumbent managers and gains from friendly takeovers result from strategic synergies. Alternatively, hostility could ref lect strategic choices made by the bidder or the target. Empirical tests show that most deals described as hostile in the press are not distinguishable from friendly deals in economic terms, except that hostile transactions involve publicity as part of the bargaining process. THE PERCEPTION OF HOSTILITY in American takeovers has had important connotations in both the popular and the academic literature. Unwelcome bids are often perceived to threaten at least some of the stakeholders in target corporations, leading to extensive defensive reactions by the management of the target firm. In contrast, friendly takeovers are often seen to create synergies that make both the bidder and the target firm better off ~see, for example, Mørck, Shleifer, and Vishny ~1988, 1989!!. The distinction between hostile and friendly takeovers is also important if removing an inefficient target management team creates the gains from hostile takeovers. Manne ~1965! refers to this as part...
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...Excellence in Financial Management Course 7: Mergers & Acquisitions (Part 2) Prepared by: Matt H. Evans, CPA, CMA, CFM Part 2 of this course continues with an overview of the merger and acquisition process, including the valuation process, post merger integration and anti-takeover defenses. The purpose of this course is to give the user a solid understanding of how mergers and acquisitions work. This course deals with advanced concepts in valuation. Therefore, the user should have an understanding of cost of capital, forecasting, and value based management before taking this course. This course is recommended for 2 hours of Continuing Professional Education. In order to receive credit, you will need to pass a multiple choice exam which is administered over the internet at www.exinfm.com/training Published June 2000 Chapter 4 Valuation Concepts & Standards As indicated in Part 1 of this Short Course, a major challenge within the merger and acquisition process is due diligence. One of the more critical elements within due diligence is valuation of the Target Company. We need to assign a value or more specifically a range of values to the Target Company so that we can guide the merger and acquisition process. We need answers to several questions: How much should we pay for the target company, how much is the target worth, how does this compare to the current market value of the target company, etc.? It should be noted that...
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...Mergers and Acquisitions Basics Mergers and Acquisitions Basics All You Need To Know Donald DePamphilis Amsterdam • Boston • Heidelberg • London New York • Oxford • Paris • San Diego San Francisco • Singapore • Sydney • Tokyo Academic Press is an imprint of Elsevier Academic Press is an imprint of Elsevier 30 Corporate Drive, Suite 400, Burlington, MA 01803, USA Elsevier, The Boulevard, Langford Lane, Kidlington, Oxford, OX5 1GB, UK Copyright © 2011 Elsevier Inc. All rights reserved No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system, without permission in writing from the publisher. Details on how to seek permission, further information about the Publisher’s permissions policies and our arrangements with organizations such as the Copyright Clearance Center and the Copyright Licensing Agency, can be found at our website: www.elsevier.com/permissions. This book and the individual contributions contained in it are protected under copyright by the Publisher (other than as may be noted herein). Notices Knowledge and best practice in this field are constantly changing. As new research and experience broaden our understanding, changes in research methods, professional practices, or medical treatment may become necessary. Practitioners and researchers must always rely on their own experience and knowledge...
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