Mergers and Acquisitions Basics

Mergers and Acquisitions Basics, 1st Edition

All You Need To Know

Mergers and Acquisitions Basics, 1st Edition,Donald DePamphilis,ISBN9780123749482


Academic Press




229 X 152

An introduction for people who need to understand the whole of the m&a process and how participants interact with each other.

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Key Features

  • 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
  • Description

    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&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.


    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.

    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 currently Clinical Professor of Finance at the College of Business Administration at Loyola Marymount University in Los Angeles. He has also taught mergers andacquisitions and corporate restructuring at the Graduate School of Management at the University of California, Irvine, and Chapman University toundergraduates, 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

    Dr. DePamphilis has managed more than 30 acquisitions, divestitures, and joint ventures. He holds a Harvard Ph.D. in economics and is Clinical Professor of Finance at Loyola Marymount University in Los Angeles, CA, USA

    View additional works by Donald DePamphilis

    Mergers and Acquisitions Basics, 1st Edition

    Preface Acknowledgments 1. Introduction to Mergers and Acquisitions Mergers and Acquisitions as Change Agents Why Mergers and Acquisitions Happen Synergy Diversification Strategic Realignment Hubris and the “Winner’s Curse” Buying Undervalued Assets (The Q-Ratio) Mismanagement (Agency Problems) Managerialism Tax Considerations Market Power Misvaluation Alternative Forms of Corporate Restructuring Mergers and Consolidations Acquisitions, Divestitures, Spinoffs, Carve-Outs, and Buyouts Friendly versus Hostile Takeovers Alternative Ways to Increase Shareholder Value A Case in Point: Mars Buys Wrigley in One Sweet Deal 2. What History Tells Us about M&A Performance Merger and Acquisition Waves Why M&A Waves Occur Similarities and Differences among Merger Waves Why It is Important to Anticipate Merger Waves Do Mergers and Acquisitions Pay Off for Shareholders, Bondholders, and Society? Premerger Returns to Shareholders Postmerger Returns to Shareholders Specific Characteristics Vary Acquirer Returns Aquifer Experience May Not Improve Long-Term Performance of Combined Companies Bidder Returns Are Good Predictors of Successful Transactions Bondholder Payoffs Payoffs for Society Why Some M&As Fail to Meet Expectations Overpaying Overestimating Synergies Slow Integration Long-Term Performance is Similar for M&As, Business Alliances, and Solo Ventures A Case in Point: Consolidation in the Telecommunications Industry 3. Developing Takeover Strategies and the Impact on Corporate Governance Corporate Governance Alternative Models of Corporate Governance Internal Factors That Affect Corporate Governance Factors External to the Firm The Role of M&A in Achieving Good Corporate Governance The Friendly Approach in the Corporate Takeover Market The Hostile Approach in the Corporate Takeover Market The Bear Hug: Limiting the Target’s Options Proxy Contests in Support of a Takeover The Hostile Tender Offer What Makes the Aggressive Approach Successful? Other Tactical Considerations Developing a Bidding or Takeover Strategy A Case in Point: Mittal Acquires Arcelor in a Battle of Global Titans 4. Common Takeover Defenses Pre-offer Defenses Poison Pills Shark Repellents Other Pre-offer Defenses Post-offer Defenses Greenmail White Knights Employee Stock Ownership Plans Leveraged Recapitalization Share Repurchase or Buyback Plans Corporate Restructuring Litigation The Impact of Takeover Defenses on Shareholder and Bondholder Value Experience Shows Mixed Results Takeover Defenses May Destroy Shareholder Value Takeover Defenses May Benefit Initial Public Offerings Takeover Defenses May Benefit Bondholders A Case in Point: Verizon Acquires MCI 5. Key Players in Mergers and Acquisitions Providers of Specialized Services Investment Banks Lawyers Accountants Proxy Solicitors Public Relations Firms Institutional Investors and Lenders Commercial Banks Insurance Companies Pension Funds Mutual Funds Hedge and Private Equity Funds Sovereign Wealth Funds Venture Capital Firms Angel Investors Activist Investors Mutual Funds and Pension Funds Hedge Funds and Private Equity Firms A General Point about Activist Investors M&A Arbitrageurs Regulators Securities and Exchange Commission Federal Trade Commission and Department of Justice Other Regulators A Case in Point: Blackstone Outmaneuvers Vornado to Buy Equity Office Properties 6. Developing the Business Plan as the Initial Phase of the Merger and Acquisition Process A Planning-Based Approach to Mergers and Acquisitions Key Business Planning Concepts The Acquisition Process Good Planning Expedites Sound Decision Making Mergers and Acquisitions Are a Process, Not an Event Building the Business Plan External Analysis Determining Where to Compete Determining How to Compete Internal Analysis Defining the Mission Statement Setting Strategic or Long-Term Business Objectives Selecting the Appropriate Corporate, Business, and Implementation Strategies Corporate-Level Strategies Business-Level Strategies Implementation Strategies The Role of Intangible Factors Functional Strategies Strategic Controls The Business Plan as a Communication Document A Case in Point: Nokia Moves to Establish Industry Standards 7. The Role of the Acquisition Plan, Finding a Target, and Making First Contact Pre-Target Selection Plan Objectives Resource/Capability Evaluation Management Preferences Timetable Searching for Potential Acquisition Targets Screening the Initial Search Results Contacting the Selected Target First Contact Discussing Value Preliminary Legal Documents A Case in Point: K2 Incorporated Acquires Fotoball USA 8. The Negotiation, Integration Planning, and Closing Phases Negotiation Phase Refining Valuation Deal Structuring Conducting Due Diligence Developing the Financing Plan Integration Planning Phase Earning Trust Choosing the Integration Manager and Other Critical Decisions Closing Phase Assigning Customer and Vendor Contracts Gaining the Necessary Approvals Completing the Acquisition/Merger Agreement Financing Contingencies Is Closing Ever Simple? Thoughts on Negotiating Dynamics Thoughts on Closing the Price Gap A Case in Point: InBev Buys an American Icon for $52 Billion 9. Financing Transactions Financing Options: Borrowing Asset-Based or Secured Lending Security Provisions and Protective Covenants Cash-Flow or Unsecured Lenders Types of Long-Term Financing Junk Bonds Leveraged Bank Loans The “Road Show” Assessing Risk Associated with Alternative Capital Structures Financing Options: Equity and Hybrid Securities Seller Financing Highly Leveraged Transactions Financing Transactions by Selling Discretionary Assets Estimating the Impact of Alternative Financing Structures Selecting the Appropriate Capital or Financing Structure The Importance of Stating Assumptions A Case in Point: Financing LBOs-The SunGard Transaction 10. M&A Postmerger Integration The Role of Integration in Successful Mergers and Acquisitions Realizing Projected Financial Returns The Impact of Employee Turnover Acquisition-Related Customer Attrition Rapid Integration Does Not Mean Doing Everything at the Same Pace Viewing Integration as a Process Premerger Integration Planning Putting the Postmerger Integration Organization in Place before Closing Postmerger Integration Organization: Composition and Responsibilities Developing Communication Plans for Key Stakeholders Employees: Addressing the “Me” Issues Immediately Customers: Undercommitting and Overdelivering Suppliers: Developing Long-Term Vendor Relationships Investors: Maintaining Shareholder Loyalty Communities: Building Strong, Credible Relationships Creating a New Organization Establishing a Structure Developing Staffing Plans Functional Integration Revalidating Due Diligence Data Benchmarking Performance Integrating Manufacturing Operations Integrating Information Technology Integrating Finance Integrating Sales Integrating Marketing Integrating Purchasing Integrating Research and Development Integrating Human Resources Building a New Corporate Culture Identifying Cultural Issues through Cultural Profiling Overcoming Cultural Differences A Case in Point: The Challenges of Integrating Steel Giants Arcelor and Mittal Glossary References Index

    Quotes and reviews

    "A masterfully written text for the M&A student and professional: clear, concise, comprehensive, practical, and insightful."--Lloyd Levitin, Professor of Clinical Finance and Business Economics, University of Southern California

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