What to Consider in a Business Merger

RELATIVE OWNERSHIP AND VALUE After the merger, relative ownership shares may not be evenly distributed among shareholders. The way ownership is distributed is derived from an agreed value scheme, which can be influenced by the estimated value of the original practices, the assets under management injected into the resulting company and the percentage of customers retained by each original company, the experience and reputation of clients and others. When analyzing the financial statements, be sure to review the most recent financial statements and annual reports of both companies. A lot can happen since the last time you looked at your company`s finances, and new information can be essential to determine what influenced the other company`s interest in a merger. Another way to approach the problem of integrating perspectives is to include operational managers in the bargaining team. This step can focus more on organizational adequacy issues, reconcile financial and operational considerations, and ensure continuity of management when the agreement is reached. When designing the legal structure of the merger, be sure to consider the many perspectives. They may see a change in brand choice as a negative comment about their old business or as an indication that what is actually happening is some kind of acquisition. For example, a parent company of a new subsidiary might say, “We expect your department to be an important sales market for our ABC division`s products over the next three or four years” or “Within five years, we want to become a major player in the speller industry. We see your XYZ division as our entry into this business. While the details in such cases remain vague, each statement contains a goal that can provide useful guidance to operational leaders.

Such clarification helps both negotiators and plant managers to solve the problems and issues that need to be addressed. Equally important, clarification provides external guidance for their joint activities and reduces the possibilities for political power struggles. To determine the terms of a successful merger, determine the value of each of the companies to be merged. This is necessary to fairly distribute the shares of the newly created company among the owners of the old companies. Unlike mergers, acquisitions are technically purchases. A more profitable company decides to buy most or all of the company`s shares in order to take control of that part of the company. Compared to mergers, acquisitions are easier to track because only the purchased portion of the business will be affected by the transaction. 1.

Who are the main advisors in this acquisition? What role do they play in assessing the operational synergies between the buyer`s business and the potential subsidiary? How do their analyses deal with how the business will operate after the transaction is closed? What motivates them to contribute to the integration of the two companies after the takeover? The brand image of the new company will be at the center of concerns after the merger. Pay close attention to how you want to market the new company after the merger. In a merger agreement, the owners of two or more companies agree to merge their companies to expand their reach, gain market share over their competitors and reduce operating costs. In large companies, their respective boards of directors should approve the merger and seek the approval of the shareholders of both companies. Verizon.com. “Verizon takes over Yahoo`s operations.” Retrieved 22 March 2020. Like flocks of birds or packs of wolves, fusions are done in waves. The reason why mergers have steadily merged instead of being more evenly distributed over the years is not fully understood. Theories that seem to explain one wave do not explain the other waves. Only two characteristics clearly link the waves, their identifiable existence and the undifferentiated balance of profits of the merged companies.

Synergy itself is the added value generated by the merger of two companies – the creation of opportunities that otherwise would not have been available to these individual companies. Synergies are ways to increase earnings and earnings per share through an acquisition or merger (also known as the reason companies merge in the first place). For a successful M&A process, it is crucial that the selling company hires an external advisor who specializes in mergers and acquisitions. The external legal team should include not only experienced M&A lawyers, but also experts in appropriate specialized areas (such as taxes, compensation and benefits, employee affairs, real estate, intellectual property, cybersecurity, data protection, antitrust law, and international trade). M&A activities appear to have long-term effects on the acquiring company or dominant company in a merger than on the target company in an acquisition or on the company absorbed in a merger. On the other hand, overly specific statements of performance expectations can backfire and increase (rather than decrease) the ambiguity and uncertainty of the situation. Precise definitions of expected results are often based on financial calculations made by external analysts without having detailed operational knowledge of companies or industry or an interest in making them work. When detailed goals become a straitjacket, they can have serious consequences if the terms and conditions change.

While qualitative statements are more ambiguous, post-acquisition managers have more flexibility if they have a general framework to guide them in the future. TYPE FUSION Lawyers and tax advisors have generally described mergers as Type A, Type B or Type C – with variations within each of them. Together, you need to identify each owner`s goals for the merger and the resulting business. Choose the right structure and fusion strategy to achieve each goal. ENTITY TYPE AND TAX CHOICE Take a close look at the organic structure and operational intricacies of each business and note the differences and details that could cause problems in the resulting business. Although both companies are limited liability companies, there are operational and structural differences for companies falling under subchapters C or S of the Internal Revenue Code within each type of entity and each tax choice. The combination of different companies could have suboptimal tax consequences if not executed correctly. By setting clear goals and objectives, you can keep the rest of the business on the path to success and hold everyone accountable in a very hectic time. Other actors whose interests are at stake are external advisors, in particular investment bankers. Because they are paid on a transactional basis, their fees do not vary significantly whether a transaction lasts three weeks or nine months. It is therefore in their interest to complete the process quickly – in part because mergers and acquisitions within the investment banks themselves do not involve venture capital. In fact, M&A work offers a safer path to profitability than the traditional aspects of corporate finance or the sale and trading of securities in the investment banking business.

As we mentioned earlier, at the end of the day, your vote is yours and it represents your choice for or against a merger. However, keep in mind that your decision as a shareholder of a participating company should reflect a combination of the best interests for you, the company and the outside world. With the right information and the relevant consideration of facts, it can be realistic to be ahead of a merger. Second, the analysis and negotiation of acquisitions often requires significant and uninterrupted time on the part of the participants. This investment in time can make the acquisition more important than it is and reduce the willingness of executives to move away from it. The more managers identify with an acquisition, the less likely they are to be able to look at it objectively and accept criticism that might slow them down. .