Chapter 3: Development Methods: Mergers And Acquisitions Flashcards

(43 cards)

1
Q

Organic development characteristics

A
  • Organic growth
  • Growth of the firm’s own resources
  • Investment in facilities, machinery, staff, etc
  • Slow
  • Similar core competencies
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Inorganic development characteristics

A
  • One firm invests in, purchases, associates with or control other firms
  • Expanding a current business or enteing new ones
  • Materialized in mergers, acquisitions or strategic alliances
  • Fast
  • Culture clash. Risk of integration failure
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Inorganic development types

A
  • Mergers
  • Acquisitions
  • Strategic alliances
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Mergers definition

A

A merger is a mutually agreed decision for joint ownership between two previously separate organisations to forma combined entity

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Acquisition definition

A

An acquisition is where an organisation purchases or takes ownership of another organisation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Motives for mergers and acquisitions

A
  • Strategic
  • Operational
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Strategic motives for mergers and acquisitions

A
  • Consolidate to remove competition and gain market power
  • Create market access
  • Acquire new resources and capabilities
  • Size to compete in global markets
  • Vertical integration advantages
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Operational motives for mergers and acquisitions

A
  • Reduce operational costs
  • Fiscal incentives
  • Improve the performance of the acquiring company
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Types of mergers

A
  • Pure merger
  • Merger by absorption
  • Merger with partial asset transfer
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Pure merger

A
  • Company A and B. Similar size
  • A new company C is created
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Merger by absorption

A
  • Company B ceases to exit. The assets of company B are absorbed into company A —> A’
  • A’=A+B
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Merger with partial transfer

A
  • A new company C is created
  • B ceases to exist
  • A still exist
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Types of acquisitions

A
  • Public takeover bid
  • Strategic acquisitions
  • Opportunistic acquisitions
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Public takeover bid definition

A

A public takeover bid is a type of acqiuisition in which a company maakes an offer to purchase a public company. The acquiring company generally offers cash, stock or a combination of both in an attempt to assume control of its target.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Types of public takeover bid

A
  • Friendly
  • Hostile
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Friendly public takeover bid definition

A

The target’s top management team recommends accepting the acquirer’s deal

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Hostile public takeover bid definition

A

The target’s top management team refuses the acquirer’s offer. The acquirer tries to replace the target’s top management team to get the acquisition approved.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Types of strategic acquisitions

A
  • Horizontal
  • Vertical
  • Related diversification
  • Unrelated diversification
19
Q

Types of opportunistic acquisitions

A
  • Target company is undervalued
  • Improvement in the management of the target company
20
Q

Horizontal strategic acquisitions objectives

A
  • Cost reduction through economies of scale
  • Market power through reduction in competitive intensity. Regulators must approve any large horizontal integration.
21
Q

Vertical strategic acquisitions objectives

A
  • Cost reduction through economies of scope, supply chain integration and reduction of transaction costs
  • Increase market power through control of distribution channels and resources, differentiation and barriers of entry
22
Q

Related diversification strategic acquisitions objectives

A
  • Cost reductions through economies of scope
  • Increase market power through barriers of entry and differentiation
23
Q

Unrelated diversification strategic acquisition objectives

A
  • Financial complementarities through lower financial costs and risk management
  • Increase market power through gains in reputation from the leading company
24
Q

Forms of business reorganization

A
  • Split-Up
  • Spin-Off
25
Characteristics of reorganization
- No growth - The existing company (A) reduces its size - In general, it fits with either restructuring or retrenchment - Goals: strategic, fiscal, anti-trust laws
26
Split-up reorganization characteristics
- An existing company is split into two new ones - A no loner exists
27
Spin-off reorganization characteristics
- Part of the assets of A are separated to form a new company - A and a are two legally independent companies
28
Process of merger and acquisition management
- Due diligence - Organizational and cultural integration - Operational integration - Anti-trust laws
29
Due diligence steps
- Target choice. Information gathering - Price setting. Negotiating - Financing method
30
Target choice. Information gathering steps
- Find a firm that fits strategically and organisationally - Gather information to value, risk and outcome - Use of specialist advice like investment banks, consulting firms or legal firms
31
Price setting. Negotiating steps
- Value tangibles and intangibles - Predict future cash-flows - Acquisition premium
32
Financing method steps
- Cash or debt payment
33
Organizational and cultural integration aspects to consider
- Organisational structure - Processes and systems - Human resources policy - Organizational culture
34
Post-acquisition integration styles
- Maintenance - Symbiosis - Preservation - Absorption
35
Maintenance Post-acquisition integration style
Boundaries of the acquired firm, cultures and organizational systems are kept in place. Push mutual learning
36
Symbiosis Post-acquisition integration style
Preserve core competences, exchange know-how. Implement integration processes
37
Preservation Post-acquisition integration style
There is little to be gained
38
Absorption Post-acquisition integration style
Implement best practices from the acquiring firm. Exploit synergies
39
Operational integration steps
- Cost of restructuring - Compatibility of processes
40
Costs of restructuring in operational integration
- Integration of production systems in order to exploit synergies - Eliminate redundancy and duplication of processes - Relocate activities
41
Compatibility of processes in operational integration
- Supply chain processes - IT systems - Manufacturing processes
42
Anti-trust laws objectives
- Preserve free market competition - Avoid the creation of oligopolies and monopolies
43
Types of anti-trust laws
- Spain: Comisión Nacional de los Mercados y la Competencia - Europe: EU competition laws