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12 April 2012

Strategy - Mergers and Acquisitions - M&A

On this site you will find external links to various kinds of information on Mergers and Acquisitions (M&A). The information ranges from how-to-guides to approaches, success factors, discussions of the rational of mergers or acquisitions to structuring issues and the role of consultants in the M&A process.


On this site:
Miscellaneous Articles

Related Information
Knowledgebase - Strategy - Due Diligence
Knowledgebase - Strategy - Post Merger Integration
Knowledgebase - Finance - Business Valuation




A Dynamic Model of Corporate Acquisitions Using a game-theoretic real option approach, this paper presents a model of corporate acquisitions. 
How to Use Transactional Databases for M&A This informative article includes a checklist for using transaction databases for pricing and valuation, as well as several instructive exhibits. 
Purchase Price Adjustments, Earnouts and other Purchase Price Provisions This article considers the various ways in which payment of the purchase price in an acquisition can be structured. 2005
      Related Information
      Knowledgebase - Finance - Business Valuation
Miscellaneous Articles
A Simple M&A Model for All Seasons To discern what makes some acquirers more successful than others, Bain performed a 15-year longitudinal study of 1,600+ global companies doing 11,000+ deals plus interviews with senior executives. The analysis of the companies that succeed at deal making and integration shows that they share some key practices which can be boiled down to this simple playbook. pdf-file 2004  
Accounting: Pooling of Interests Accounting  If your firm is in the acquisition mode, one issue in accounting should be of interest to you. This issue is whether or not pooling of interests accounting should be allowed, and it is creating a firestorm in the merger and acquisition arena .  
Avoiding Lemons in M&A Deals Three methods for obtaining vital information before the deal happens. If history provides any guide, many M&A deals will fail to generate any real value for the shareholders of the acquiring company, and a good number will ultimately become wealth-destroying propositions. New insights into why this happens have come from seemingly unrelated markets, including those for used cars, labor and insurance.   
Bank Advisors The Role of Financial Advisors in Mergers and Acquisitions. This paper looks at the role of commercial banks and investment banks as financial advisors. Commercial banks acting as both lenders and advisors face a potential conflict of interest.   
Beyond the Numbers  Seven Stakeholders to Consider in Improving Acquisition Outcomes.   
Buying Right in Asia - Successful M&As in a Challenging Market In Asia, buying companies can be trickier than elsewhere. All the same, neither the difficulty nor the high proportion of failures should put companies off from considering acquisitions.  2007  
Financial Strategies in Mergers and Acquisitions (M&A): The Case of Regulated Firms  In this paper, a general model of strategic behavior of (regulated and non-regulated) firms in M&A is presented. The focus of the paper is on regulated firms (mostly monopolies). For these firms, the model shows that managers, acting on behalf of shareholders, make their strategic decisions on debt issuing and investment, in anticipation of both the decisions of the regulatory body and the responses of financial markets.  
Holdups, Renegotiation and Termination Fees in Mergers We examine contracts used in mergers from the announcement of initial definitive agreement to the completion or termination of the deal, and the renegotiation process in between. 2004  
Identifying and Minimizing the Strategic Risks from M&A The high failure rate of acquisitions can be mitigated considerably by dealing with the strategic risks that are present at every stage of the acquisition process.  
M&A Deal Evaluation: Challenging Metrics Myths In the world of mergers and acquisitions, emphasis is often placed on evaluation metrics that look as if they tell the story, but they can be misleading.  2013   
Mating Habits of Corporate Fauna The Role of Competitive Intelligence in Helping to Ensure Success in Mergers, Acquisitions, Alliances and Other Inter-Enterprise Relationships   
Mergers and Acquisitions in Global Financial Institutions Are mega-mergers always inevitable or desirable? Are they strategies for earnings growth and increased shareholder value, or are they simply the defensive tactics of threatened dynasties?   
Mergers: Back to “Happily Ever After” Mergers are often considered risky, but when they’re executed correctly, there’s no better way to grow a company. Booz Allen Hamilton identifies three crucial factors for merger success.  2006  
Merging Successfully The importance of understanding organizational culture in mergers and acquisitions.  
R&D Times Two Today's spate of mergers and acquisitions often requires companies to combine R&D functions. Some recent mergers provide models for other manufacturers.   
Scale Economies and Synergies in Horizontal Merger Analysis Essay from 2000. pdf  
Shared Auditors in Mergers and Acquisitions We examine the effect of shared auditors, defined as audit firms that provide audit services to both target and acquirer prior to an acquisition, on transaction outcomes. We find that shared auditors are associated with significantly lower deal premiums, lower target event returns, higher acquirer event returns, and higher deal completion rates. 2013  
Strategic acquisitions amid business uncertainty: Charting a course for your company’s M&A This survey reveals potentially troublesome issues companies could face during M&A transactions and what can be done to ensure that strategic acquisitions are truly strategic.   
The Effects of Megamergers on Efficiency and Prices: Evidence from a Bank Profit Function This paper examines the efficiency and price effects of mergers by applying a frontier profit function to data on bank "megamergers.'' We find that merged banks experience a statistically significant 16 percentage point average increase in profit-efficiency rank relative to other large banks.   
The role of lockups in takeover contests This paper examines breakup fees and stock lockups as devices for prospective target firms to encourage bidder participation in takeover contest.   
What Shape is Your Curve? Curves are magnificent things. Mergers have curves too. Synergy curves. They reveal the measure of attractiveness of the deal, either up front as part of a due diligence exercise or when evaluating the deal's ultimate success.  
When Dinosaurs Mate Mega-mergers are as likely to destroy shareholder wealth as to create it. In most cases, the costs of integration, both direct and indirect, overwhelm the anticipated economies. As management's attention turns inward, customers lose out and market share wanes. By Gary Hamel. January 2004  


Publications Literature    

How to deal with the 4 types of M&A activity
By Bryan Hattingh
BRYAN HATTINGH, CEO of leadership solutions group Cycan, says there are various types of mergers and acquisitions and that companies would do well to consider the principles behind each before signing on the dotted line.

Mergers and Corporate Culture
It is widely recognized that cultural differences between the partners of a merger are one of the most common reasons for failure in mergers. The development of a new, shared culture is a critical factor for merger success. It is possible to manage this process in a structured way.
This article gives a brief introduction into the concept of corporate culture and explains, why it is so important in mergers

Vision as Key Factor in Merger Processes
The post-merger integration process is a difficult and complex task. It comes along with long lists of activities and tasks that have to be fulfilled within a short time and partly with incomplete information (e.g. formation of new teams and departments). There are many opportunities to exploit and many decisions to take. However, as long as there is no vision for the new organization that is well known to everybody, there is no use in investing too much effort in all these issues. The vision for the new organization has to come first.



All literature recommendations:
>> M&A >>

now with extended and updated M&A Section
Mergers, Acquisitions, and Other Restructuring Activities
by Donald DePamphilis
In the seventh edition of Mergers, Acquisitions, and Other Restructuring Activities Donald DePamphilis looks into the heart of current economic trends. In addition to a new chapter on the ways deals are financed, more than 85% of the 54 integrative case studies are new and involve transactions announced or completed since 2010.

 Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches
Mark A. Filippell
This book provides the practical tricks of the trade on how to get maximum value for a middle-market business. It uniquely covers how to prepare for a sale, how to present the business most positively, and how to control the sale timetable.


Mergers and Acquisitions from A to Z
Andrew J. Sherma

Covering the latest trends, developments, and best practices for the post-Madoff era, this comprehensive, hands-on resource walks readers through every step of the process, offering practical advice for keeping deals on track and ensuring postclosing integration success. Filled with case studies and war stories illustrating what works and why, the third edition of this book offers valuable tools, checklists, and sample documents.



Mergers and Acquisitions Basics: Negotiation and Deal Structuring
Donald DePamphilis
presents a summary of negotiating and deal structuring that captures its dynamic process, showing readers how brokers, bankers, accountants, attorneys, tax experts, managers, investors, and others must work together and what happens when they don't.



Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide
by Edwin L. Miller
To avoid costly mistakes, this guide helps deal participants anticipate and solve issues before they come up. This guide is full of advice, including: hiring an investment banker and on what terms; what issues to raise at the letter of intent stage; how to prepare the business for sale or do effective due diligence if you are the buyer; what the principal "money issues" are in the definitive acquisition agreement. The book also discusses further pitfalls that can jeopardize a successful acquisition well before a potential transaction.

The Art of Distressed M&A: Buying, Selling, and Financing Troubled and Insolvent Companies  
by H. Peter Nesvold, Jeffrey Anapolsky, Alexandra Reed Lajoux
This book arms you with creative solutions to seemingly impossible problems and helps you to avoid common pitfalls. This comprehensive guide enables you to: * Understand the roles, rights, and responsibilities of debtors, secured creditors, unsecured creditors, advisors, trustees, and bankruptcy courts
* Navigate through complicated valuation, financing, legal, accounting, and tax issues
* Create the optimal deal structure

Deal Terms - The Finer Points of Venture Capital Deal Structures, Valuations, Term Sheets, Stock Options and Getting Deals Done 
by Alex Wilmerding

The Art of M&A: A Merger Acquisition Buyout Guide
by Stanley Foster Reed, Alexandra Reed Lajoux
The Art of M&A, Third Edition, is the leading answer book in today's fast-changing, enormously complex merger world. Synopses of nearly three dozen landmark cases give real life insights into legal rulings from previous high profile mergers.

Valuation for M&A: Building Value in Private Companies
by Frank C. Evans, David M. Bishop
Valuation for M&A lays out the steps for measuring and managing value creation in nonpublicly traded entities, and helps investors, executives, and their advisors determine the optimum strategy to enhance both market value and strategic value and maximize return on investment.




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Status: 01. Juli 2015