The strategic goal of any company is business development, increasing its market share, gaining a leading position in the sector, the economy of the region, the country and the world arena. One of the important steps in achieving this goal is business scaling. Some companies go through a long evolutionary path to grow in size, while others buy ready-made profile businesses.
M&A – magic 3 letters for ambitious market players. M&A or mergers and acquisitions is the process of consolidation of two or more companies.
What are the advantages of such transactions and what are the hidden risks for participants in M&A transactions? What is the significance of consolidation of public companies' businesses for investors? We will talk about all these aspects of M&A in this article.
What is M&A
M&A – short for Mergers and Acquisitions - mergers and acquisitions – a reorganization process that includes consolidation, consolidation, acquisition, separation, etc. This process usually takes place with the participation of two companies. The purpose of combining two or more businesses is an attempt to achieve synergy, as a result of which the new company (the whole) will be larger and stronger than the two previous companies separately (the sum of the parts of the whole). Sometimes the result of such an effect is denoted in the form of an "equation" 1 + 1 = 3. That is, the meaning here is that a combined company is stronger than two combined ones, which means it can show better financial performance and generate more profit.
Types of mergers and acquisitions
Despite the fact that the definition of M&A contains only 2 types of transactions (mergers and acquisitions), this process has many other types and subspecies, each of which has its own characteristics and goals.
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Merger transactions
A merger transaction is a merger of two companies into one, in which the boards of directors of two companies approve the merger and seek the approval of shareholders. Such transactions usually occur between two companies of approximately the same size. These companies recognize the benefits derived from further joint activities. As a result of a merger transaction involving two companies, one of the participants usually ceases to operate: it becomes a structural subdivision of the receiving party, the unique name is excluded, the shares of the company are delisted (if the company being absorbed was public).
A subspecies of mergers is a merger of equals – a merger transaction in which the shareholders of each company receive equal ownership shares. Obviously, such transactions can lead to conflicts in decision-making and therefore they are quite rare in real practice. Examples of such transactions include the merger of Daimler Benz and Chrysler in 1998 into a single company DaimlerChrysler. But it is worth noting that later the head of the company admitted that the merger in the merger of equals format was used only for "psychological reasons", and in fact it was a Chrysler takeover.
It is also interesting to note the merger between the traditional entertainment and media company Time Warner and the Internet company AOL at the height of the dot-com bubble – in 2020. The total valuation of the transaction then amounted to a huge $350 billion. Moreover, the companies could not be called equal for this type of merger. At that time, Time Warner's annual revenue was $27 billion, and AOL earned only $5 billion a year. But due to market euphoria and high hopes for Internet companies in 2000, AOL's valuation was repeatedly overestimated. Everyone expected that AOL would complement Warner and bring fresh developments to its "boring" business, but the companies were too different. The result was the separation of AOL's business in 2009, and former Time Warner CEO Jeff Bewkes called the deal the biggest mistake in the history of the corporation.
A separate type of merger can also include the creation of a joint venture: when 2 separate companies jointly form a new company. This is often done for a specific project, for example, the development of a new field in the oil and gas industry.
Takeover deals
A takeover is the purchase of one company by another with its further inclusion in its activities without changing the organizational structure on the part of the first. This usually happens through the purchase of a controlling stake or the purchase of assets.
A subspecies of takeover deals are the so-called hostile takeovers. Such transactions most often mean an attempt to acquire a public company, where the board of directors opposes this transaction. For example, there is a case in 2010 when the French pharmaceutical company Sanofi Aventis tried to acquire the American drug manufacturer Genzyme. The purchase offer for $18.5 billion or $69 per share was rejected. Subsequently, the transaction did take place, but on different terms: the acquisition price of $20.1 billion ($74 per share) and an additional payment of up to $14 per share upon achieving certain sales results of Genzyme (CVR).
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Consolidation and accession transactions
Consolidation or joining is a merger–like procedure involving the consolidation of several companies into one single group. This is done to reduce costs and make it easier to manage the combined companies. It is often possible to see when one firm with several separate business structures combines them all as it grows. Consolidation and joining is a common scheme when reorganizing subsidiaries of the holding. The main difference from the merger is a simpler procedure, and the fact that the previous companies do not cease their activities, but gradually "move under one wing".
Spin-off allocation deals
Spin-off is the allocation of a part of the business of the main company and its transformation into a new independent company. At the same time, the shareholders of the main company become shareholders of the allocated company in proportion to their shares. This is usually done to separate non–core areas into a separate business and increase their valuation - the market often underestimates such companies due to a misunderstanding of conducting such a diverse business. This is a fairly common procedure. One of the major ones is the separation of PayPal from its parent company eBay in 2015 after the second one bought the first one in 2002. Interestingly, in the future, the market value of PayPal exceeded the value of the former parent eBay.
Funded buyout transaction (LBO)
LBO (Leveraged Buy Out) – buying a business using debt financing and minimal own funds. These types of transactions are typical for private equity funds and allow you to increase the potential profitability due to financial leverage. In this case, investors expect that the company's growth will cover the loan fee.
This transaction has a subspecies of MBO (Management Buy Out) – the purchase of a company's share with the involvement of borrowed funds from its management. This can happen if the owners of the company do not want to finance it further, while the management believes in the prospects for its development. It is worth noting that these types of transactions involving a large amount of borrowed funds are very risky. After all, such purchases are not always successful, and the loan received needs to be serviced and repaid, which reduces financial stability.
Reverse takeover deal
A reverse takeover is a relatively rare transaction in which shareholders of a private company (usually a more active and fast–growing one) gain control of a larger public company. This is, among other things, one of the simplified ways (along with SPAC) of obtaining public status and entering the stock market.
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Merger strategies
Merger strategies can be different depending on the relationship between the two companies involved in the transaction – they can be either connected by one type of activity directly or indirectly, or work with completely different goods and markets, which is much less common.
- Horizontal merger and purchase of a competitor – in this case, two companies that are in direct competition, operating in the same markets using the same products, merge.
- Vertical merger is the merger of a customer or supplier with a company. For example, an automaker buys an auto parts manufacturer. Or a print publishing house acquires a paper production company.
- Related mergers are two businesses that serve the same consumer area in different ways, for example, a TV manufacturer and a cable company.
- Merger with market expansion – two companies that sell the same products, but in different markets.
- Merger with product line expansion – two companies sell different but related products in the same market.
- A conglomerate is a merger of two companies operating in different sectors of the economy and not having any common areas of activity. The goal of the buyer company in this case is business diversification.
Financing of M&A transactions
It is worth saying a few words about the financing of M&A transactions. A company can buy another company for cash, shares, borrowed funds (LBO) or a combination of some or all three methods. Most often, large firms pay in part in shares and cash. It is not uncommon to see a large issue of new bond loans, funds from which are specifically attracted to finance the purchase. In smaller transactions, it is also common to acquire all the assets of the company being purchased.
Advantages and disadvantages of M&A
Let's talk in more detail about the additional advantages of this kind of transactions, in addition to the already obvious goals:
- The increase in market share is especially noticeable if the merged companies work in the same industry.
- Economies of scale – the ability to buy raw materials or conclude contracts with contractors is easier in the face of one large company. Large businesses can purchase raw materials in large batches, due to which suppliers give a discount to the purchase price. The combined business benefits from the optimization of management costs.
- More convenient business expansion – due to the merger, the geography of activities, target audience, distribution network, etc. expands, which ultimately leads to an increase in revenue. Any business is a ready–made customer base, supplier base, points of sale, etc. That is, M&A is buying a ready-made business, not building it from scratch.
- Reducing labor costs and increasing the overall labor potential. This benefit partially relates to the point "economies of scale", but human resources are a unique component of any business, so it's worth talking about it separately. In M&A transactions, some employees who perform the same functions in two separate companies may leave the new company, which will lead to lower costs. At the same time, the synergy of labor talents of each of the companies can have an impressive effect.
- Expanded financial resources – the financial resources of a single company, as a rule, are larger than those of companies individually, which makes it possible to implement new investments. It is also easier for a larger firm to attract debt financing.
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Although when making M&A transactions, everyone usually counts on success and further benefits, there are potential drawbacks that should be mentioned:
- Large expenses associated with the purchase of a company – especially if it does not want to be absorbed. If the buyer does not reject the idea of the transaction, the location of the second party can be achieved by increasing the offer price or additional bonuses.
- High legal costs. This can also include the immediate complexity of the procedure and the need for approval, including from the antimonopoly services.
- The opportunity cost of abandoning other deals and investments to focus on merging the two companies.
- The possibility of a negative reaction to the transaction from the market (investors), which may lead to a decrease in the value of the company's shares.
- High costs in case of cancellation of the transaction. In addition to all the costs directly for the transaction, the buyer company often loses compensation for an unsuccessful transaction. The most striking example of this is Nvidia's unsuccessful deal to buy ARM for $66 billion. This deal had many opponents, including the US Federal Trade Commission and many other tech giants. As a result, it was canceled due to regulatory pressure, and compensation in favor of ARM and SoftBank amounted to $2 billion.
M&A transaction statistics
The global market for mergers and acquisitions in 2021 grew by 63.8% compared to 2020 and reached a total amount of $5.9 billion. In total, about 62,000 transactions were concluded in the world, which is 24% more than the previous year. Interestingly, the sum of all transactions in 2021 reached a record high, surpassing the pre-crisis 2007 year with the size of transactions of $4.7 trillion. First of all, this was caused by the intense demand for technology and digital assets, as well as the deferred demand of 2020.
It is unlikely that this record will be broken in 2022, but we should not expect a strong decline either, since most companies still want to be absorbed by large corporations, which, in turn, are looking for new business directions and the development of current ones. But there are also obstacles in the face of higher interest rates, increased antitrust regulation, a tense geopolitical situation and, in general, a riskier market.
Examples of M&A transactions and their impact on the stock market
It is not uncommon to see mergers and acquisitions by public companies on the stock market. This has an interesting effect on their cost. For example, consider the recent yet-to-be-approved purchase of Activision Blizzard by Microsoft for $68.7 billion or $95 per share. At the moment, this is Microsoft's largest purchase.
It is noteworthy that the company was valued at $95 per share, while the market value of Activision Blizzard shares at the time of the purchase offer was about $65. Of course, after that, the shares immediately jumped up, approaching the purchase price, which can be seen on the chart below. The fact is that usually no one will sell a company at its current value. The buyer will have to pay the so-called control fee. As a rule, this is plus 15-40% to the current price. Here we note that the price of the transaction, first of all, depends on the results of negotiations, current financial indicators and prospects for "acquisition".
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Specifically, in this case, Microsoft will have to "pay" 46% of the current value of the company. That is, financiers from Microsoft and Activision Blizzard considered that this amount reflects all the prospects for business development in the future.
A logical question may arise: "Why did the stock price not reach the stated $95 and began a slow decline?" The fact is that this transaction still needs to be approved by federal authorities. The deal is already being studied by the US Federal Trade Commission, which recently filed a lawsuit demanding not to allow the takeover of ARM by NVIDIA, as we mentioned above. This puts pressure on the price, and in the future any news about the transaction process will affect the price accordingly.
If the deal is still canceled due to an injunction from the antimonopoly service, Microsoft will pay compensation in the amount of $2 to $3 billion. If Activision Blizzard shareholders do not vote for the merger, Microsoft will already receive $2.27 billion in compensation.
Another interesting point that can be seen in such transactions is that purchases often occur after certain negative news or deterioration of the results of the company being absorbed. So, in the example above, Activision Blizzard was under pressure due to lawsuits against management and employee protests. This all led to a decrease in quotations, which Microsoft took advantage of.
Another example is the purchase of the Shazam music recognition service by Apple for $400 million in 2018. Although at the last round of attracting investments, the startup was estimated at $1 billion. The thing is that for the last few years before the purchase, Shazam did not make a profit due to problems with monetization. Apple took advantage of this and acquired the business at a lower cost. At the same time, it cannot be said that the shareholders of Shazam were dissatisfied. Once they agreed to the deal, they were satisfied with the price. So they did not see any further prospects for development on their own after the last few unsuccessful years of doing business.
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Conclusion
Mergers and acquisitions are one of the important components of the corporate economy. There is a benefit from this transaction for each of the parties: the buyer company receives a ready–made business, and the acquired company receives additional financial resources.
An ordinary investor can also benefit from an M&A transaction - to participate in a market rally. Moreover, this rally can occur both in the share prices of the company being absorbed (if a repurchase price is offered for it above the current market value) and in the share prices of the buyer company (if this profitable transaction significantly strengthens the company's position in the market). Quotes can grow only on rumors alone, as it was with Pinterest on false rumors about its purchase by PayPal. But you should not count on this alone. The task of investors is to choose an investment-attractive company with development prospects. And whether they will buy it or not is a third–party issue that should not directly affect the investment decision.