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Mergers and Acquisitions
Mergers and acquisitions are a change procedure
the owner or changes in the ownership structure of the company, being the final link in the system of measures for its restructuring. The purpose of mergers and acquisitions is to increase the well-being of shareholders and achieve competitive advantages in the market.
As a result of the merger, several companies merge into one. At the same time, there is one “acquiring" company that initiates such a deal and has more powerful economic potential. A distinctive feature of the merger is that the shareholders of the "acquired" company after the merger retain their rights to the shares, but of the new, joint stock company.
The absorption procedure is distinguished by the fact that it acquires
(absorbing) company redeems from the shareholders of the acquired (absorbed) company all or most of the shares. Thus, the shareholders of the acquired company lose their right to a share in the capital of the new combined company.
All mergers and acquisitions are divided into two groups - business expansion and business spin-off.
The main classification of mergers and acquisitions during business expansion is based on the merged types of activity. According to this feature, mergers and acquisitions are divided into:
Horizontal mergers involve a combination of companies,
functioning and competing in one area of activity.
Vertical mergers are the associations of companies belonging to different stages of the same production process.
Conglomerate mergers involve a combination of companies from different, unrelated industries or geographic regions.
Separation of a business as an integral part of a corporate strategy can also be carried out through the use of a merger and acquisition mechanism. For these purposes, the company can carry out the budding and sale of individual units.
Budding implies the creation of a separate legal entity from the existing division of the company. The shareholders of the parent company, in proportion to their share in its capital, become owners of the shares of the newly formed company. In this case, no
money does not move, the parent company does not receive any income as a result of budding its unit.
The sale of individual units, or diversification, involves the sale of this unit to a third party. Unlike budding, the parent company receives real money as a result of such a restructuring. Diversification is a very popular method of restructuring a company while receiving the necessary cash from the parent company.
In mergers and acquisitions, the procedures for changing the structure and form of ownership stand apart. These procedures mean the transformation of an open joint stock company into a closed one or into a partnership.
The basic principle underlying the theory of mergers,
is the synergistic effect of the merger.
formed as a result of the merger, exceeds the sum of the costs of its constituent parts, i.e. 2 + 2 = 5.
For example, if company A merges with company B, then in formula terms it looks like this:
V (AB)> V (A) + V (B),
V (AB) - the value of the combined company formed as a result of the merger of companies A and B;
V (A) - the value of company A; V (B) is the value of company B.
Thus, the essence of the synergistic effect is that the merger of the two companies creates additional value for the combined company.
The source of creating additional value may be:
? economies of scale;
? savings from vertical integration, its essence lies in the fact that vertically integrated companies significantly save on transaction costs;
? complementary resources;
? unused tax benefits.
The point is that if a company that has certain tax benefits, but is not able to use them due to lack of profit, merges with another company that stably receives sufficiently large volumes of profit, then the combined company will have the opportunity to effectively use these tax benefits.
There are also a number of reasons that encourage companies to conduct mergers / acquisitions, but do not create additional value:
? excessive amounts of free cash;
? elimination of ineffective management;
? decrease in the price of borrowed capital.
The cost of borrowing for each of the companies individually is higher than their cost for the combined company formed as a result of the merger. This is because, prior to the merger, the loans provided are secured by assets of only one company, while loans for the combined company are secured by assets of two companies at once. That is, the creditor, in the event of default on obligations of one of the merged companies, can always count on their repayment by the second company. As a result, loans for the combined company will cost less.
The emergence of the institution of mergers and acquisitions in Russia began around the middle of the 90s. The first in the wave of mergers were
oil and refining companies. The vertically integrated oil companies (vertically integrated oil companies) created at that time became pioneers in the field of mergers in Russia, being a classic example of a vertical type of mergers. Such mergers helped to solve not only production problems, but also created the prerequisites for ensuring the competitiveness of Russian vertically integrated oil companies in the world market. An example is the creation of a holding company around NK LUKOIL, which created a unified technological chain “from the well to the gas station”. In other companies, this process took place in the form of acquisitions - this was the case with Surgutneftegas JSC, which absorbed the JSC
KINEF and a number of oil product supply companies.
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Mergers and Acquisitions
- Integration, diversification. Mergers and Acquisitions
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