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Mergers and Acquisitions Basics
All You Need To Know
- 1st Edition - September 23, 2010
- Author: Donald DePamphilis
- Language: English
- Paperback ISBN:9 7 8 - 0 - 1 2 - 3 7 4 9 4 8 - 2
- eBook ISBN:9 7 8 - 0 - 0 8 - 0 9 5 9 0 9 - 2
Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&… Read more
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Request a sales quoteMergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration.This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship.
- Describes a broad view of the mergers and acquisition process to illustrate agents' interactions
- Simplifies without overgeneralizing
- Bases conclusions on empirical evidence, not experience and opinion
- Features a recent business case at the end of each chapter
Students and professionals around the world who are studying or working in mergers and acquisitions. The book is especially useful for readers who seek material that lies between intensive and superficial coverage of these subjects. It requires only passing acquaintance with finance, economics, business law, and accounting
1. Introduction to Mergers and AcquisitionsMergers and Acquisitions as Change AgentsWhy Mergers and Acquisitions HappenSynergyDiversificationStrategic RealignmentHubris and the “Winner’s Curse”Buying Undervalued Assets (The Q-Ratio)Mismanagement (Agency Problems)ManagerialismTax ConsiderationsMarket PowerMisvaluationAlternative Forms of Corporate RestructuringMergers and ConsolidationsAcquisitions, Divestitures, Spinoffs, Carve-Outs, and BuyoutsFriendly versus Hostile TakeoversAlternative Ways to Increase Shareholder ValueA Case in Point: Mars Buys Wrigley in One Sweet Deal2. What History Tells Us about M&A PerformanceMerger and Acquisition WavesWhy M&A Waves OccurSimilarities and Differences among Merger WavesWhy It is Important to Anticipate Merger WavesDo Mergers and Acquisitions Pay Off for Shareholders, Bondholders, and Society?Premerger Returns to ShareholdersPostmerger Returns to ShareholdersSpecific Characteristics Vary Acquirer ReturnsAquifer Experience May Not Improve Long-Term Performance of Combined CompaniesBidder Returns Are Good Predictors of Successful TransactionsBondholder PayoffsPayoffs for SocietyWhy Some M&As Fail to Meet ExpectationsOverpayingOverestimating SynergiesSlow IntegrationLong-Term Performance is Similar for M&As, Business Alliances, and Solo VenturesA Case in Point: Consolidation in the Telecommunications Industry3. Developing Takeover Strategies and the Impact on Corporate GovernanceCorporate GovernanceAlternative Models of Corporate GovernanceInternal Factors That Affect Corporate GovernanceFactors External to the FirmThe Role of M&A in Achieving Good Corporate GovernanceThe Friendly Approach in the Corporate Takeover MarketThe Hostile Approach in the Corporate Takeover MarketThe Bear Hug: Limiting the Target’s OptionsProxy Contests in Support of a TakeoverThe Hostile Tender OfferWhat Makes the Aggressive Approach Successful?Other Tactical ConsiderationsDeveloping a Bidding or Takeover StrategyA Case in Point: Mittal Acquires Arcelor in a Battle of Global Titans4. Common Takeover DefensesPre-offer DefensesPoison PillsShark RepellentsOther Pre-offer DefensesPost-offer DefensesGreenmailWhite KnightsEmployee Stock Ownership PlansLeveraged RecapitalizationShare Repurchase or Buyback PlansCorporate RestructuringLitigationThe Impact of Takeover Defenses on Shareholder and Bondholder ValueExperience Shows Mixed ResultsTakeover Defenses May Destroy Shareholder ValueTakeover Defenses May Benefit Initial Public OfferingsTakeover Defenses May Benefit BondholdersA Case in Point: Verizon Acquires MCI5. Key Players in Mergers and AcquisitionsProviders of Specialized ServicesInvestment BanksLawyersAccountantsProxy SolicitorsPublic Relations FirmsInstitutional Investors and LendersCommercial BanksInsurance CompaniesPension FundsMutual FundsHedge and Private Equity FundsSovereign Wealth FundsVenture Capital FirmsAngel InvestorsActivist InvestorsMutual Funds and Pension FundsHedge Funds and Private Equity FirmsA General Point about Activist InvestorsM&A ArbitrageursRegulatorsSecurities and Exchange CommissionFederal Trade Commission and Department of JusticeOther RegulatorsA Case in Point: Blackstone Outmaneuvers Vornado to Buy Equity Office Properties6. Developing the Business Plan as the Initial Phase of the Merger and Acquisition ProcessA Planning-Based Approach to Mergers and AcquisitionsKey Business Planning ConceptsThe Acquisition ProcessGood Planning Expedites Sound Decision MakingMergers and Acquisitions Are a Process, Not an EventBuilding the Business PlanExternal AnalysisDetermining Where to CompeteDetermining How to CompeteInternal AnalysisDefining the Mission StatementSetting Strategic or Long-Term Business ObjectivesSelecting the Appropriate Corporate, Business, and Implementation StrategiesCorporate-Level StrategiesBusiness-Level StrategiesImplementation StrategiesThe Role of Intangible FactorsFunctional StrategiesStrategic ControlsThe Business Plan as a Communication DocumentA Case in Point: Nokia Moves to Establish Industry Standards7. The Role of the Acquisition Plan, Finding a Target, and Making First ContactPre-Target SelectionPlan ObjectivesResource/Capability EvaluationManagement PreferencesTimetableSearching for Potential Acquisition TargetsScreening the Initial Search ResultsContacting the Selected TargetFirst ContactDiscussing ValuePreliminary Legal DocumentsA Case in Point: K2 Incorporated Acquires Fotoball USA8. The Negotiation, Integration Planning, and Closing PhasesNegotiation PhaseRefining ValuationDeal StructuringConducting Due DiligenceDeveloping the Financing PlanIntegration Planning PhaseEarning TrustChoosing the Integration Manager and Other Critical DecisionsClosing PhaseAssigning Customer and Vendor ContractsGaining the Necessary ApprovalsCompleting the Acquisition/Merger AgreementFinancing ContingenciesIs Closing Ever Simple?Thoughts on Negotiating DynamicsThoughts on Closing the Price GapA Case in Point: InBev Buys an American Icon for $52 Billion9. Financing TransactionsFinancing Options: BorrowingAsset-Based or Secured LendingSecurity Provisions and Protective CovenantsCash-Flow or Unsecured LendersTypes of Long-Term FinancingJunk BondsLeveraged Bank LoansThe “Road Show”Assessing Risk Associated with Alternative Capital StructuresFinancing Options: Equity and Hybrid SecuritiesSeller FinancingHighly Leveraged TransactionsFinancing Transactions by Selling Discretionary AssetsEstimating the Impact of Alternative Financing StructuresSelecting the Appropriate Capital or Financing StructureThe Importance of Stating AssumptionsA Case in Point: Financing LBOs—The SunGard Transaction10. M&A Postmerger IntegrationThe Role of Integration in Successful Mergers and AcquisitionsRealizing Projected Financial ReturnsThe Impact of Employee TurnoverAcquisition-Related Customer AttritionRapid Integration Does Not Mean Doing Everything at the Same PaceViewing Integration as a ProcessPremerger Integration PlanningPutting the Postmerger Integration Organization in Place before ClosingPostmerger Integration Organization: Composition and ResponsibilitiesDeveloping Communication Plans for Key StakeholdersEmployees: Addressing the “Me” Issues ImmediatelyCustomers: Undercommitting and OverdeliveringSuppliers: Developing Long-Term Vendor RelationshipsInvestors: Maintaining Shareholder LoyaltyCommunities: Building Strong, Credible RelationshipsCreating a New OrganizationEstablishing a StructureDeveloping Staffing PlansFunctional IntegrationRevalidating Due Diligence DataBenchmarking PerformanceIntegrating Manufacturing OperationsIntegrating Information TechnologyIntegrating FinanceIntegrating SalesIntegrating MarketingIntegrating PurchasingIntegrating Research and DevelopmentIntegrating Human ResourcesBuilding a New Corporate CultureIdentifying Cultural Issues through Cultural ProfilingOvercoming Cultural DifferencesA Case in Point: The Challenges of Integrating Steel Giants Arcelor and MittalGlossaryReferencesIndex
- No. of pages: 304
- Language: English
- Edition: 1
- Published: September 23, 2010
- Imprint: Academic Press
- Paperback ISBN: 9780123749482
- eBook ISBN: 9780080959092
DD
Donald DePamphilis
Donald M. DePamphilis has a Ph.D. in economics from Harvard University and has managed more than 30 acquisitions, divestitures, joint ventures, minority investments, as well as licensing and supply agreements. He is Emeritus Clinical Professor of Finance at the College of Business Administration at Loyola Marymount University in Los Angeles. He has also taught mergers and acquisitions and corporate restructuring at the Graduate School of Management at the University of California, Irvine, and Chapman University to undergraduates, MBA, and Executive MBA students. He has published a number of articles on economic forecasting, business planning, and marketing. As Vice President of Electronic Commerce at Experian, Dr. DePamphilis managed the development of an award winning Web Site. He was also Vice President of Business Development at TRW Information Systems and Services, Director of Planning at TRW, and Chief Economist at National Steel Corporation
Affiliations and expertise
Professor Emeritus of Computer Information Systems and Finance, Department of Computer Information Systems & Finance, Loyola Marymount University, Los Angeles, CA, USARead Mergers and Acquisitions Basics on ScienceDirect