I have been employed by a company that was involved in a merger with another company, and at the time I thought it was great. Here was this larger company that was hard charging and wanted to take over the industry, and they were looking at our company as desirable. It made all of us feel proud that we were wanted. With the merger came a wave of new policies and procedures, and things changed for the better and for the worse.
Some of the positive aspects of the merger were our new buying power, the ability to relocate to more areas and remain with the company, and the image that came with being the biggest company in the industry. On the down side there was the separation of the human affect. No longer was I an employee that everyone in the company new, suddenly I was just a number that needed to produce numbers or move out of the way. Medical benefits changed and employee contributions increased.
Some of the mergers and acquisitions were to combine efforts of two strong companies’ as was the case when the company I was working for merged with the gorilla. We had an excellent policy and procedure program, and our internal risk management service was one of a kind. Both of these practices are still used within the gorilla. Other mergers and acquisitions seemed to be focused at taking out the competitor. There were competitors that had five or ten locations in one county, and they were acquired and turned into one or two locations serving the same county.
There was one company that was very successful in the valley where our branch was located, and they didn’t really have any competition. Our acquisition team rolled into town, made an offer that included stock in our company rather than paying cash. So they offered $6,000,000 for a business, but only $2,000,000 was in cash, the other $4,000,000 was in stock. A few months later our company stock went from $30 per share to less than $10 per share. Here it is several years later and we are finally above the $30 per share mark, and I have always wondered how the previous owners of that company really felt about the deal they made when they sold.
You want to buy other companies to expand your asset base. In time, you will want a major company in your industry to buy you. As a public company, you should use your strong share price to buy private companies. When it comes time for you to be bought, your strong share price will ensure a sale price far in excess of your public company's value based upon its balance shell. Your business plan should reflect your M&A goals. Merger and acquisition are the combination of two companies by the process of joining or sale. If one company survives it is a merger, if both survive, it's an acquisition. (Davis, 2004)
In a merger or an acquisition whether it is in your home town or across an ocean in another country there are risks. It is easy for the old company to overstate their value, and if the acquisition team overlooks something like this, or the board of directors ignores the facts there can be trouble in future years. Suddenly you have a piece of equipment on your books for more than its actual value. If you sell it you take a loss.
Another risk is the reaction customers might have to the changes at the company they have always been doing business with. If there is turnover among the employees, or if the policies that affect the customers are awkward then business might be lost. What better time for the competitors to recruit the employees that left the new company and with them reel in the loyal customers?
Other financial risks should be uncovered by the acquisition team such as interest rates and taxes. Understanding the laws and regulations of the foreign government is work, but it shouldn’t be a trap ready to spring. Foreign country’s want economic growth and tax revenue for the most part.
Being a savvy investor whether investing your own money or the assets of a corporation is the key to success. Knowing the risks and balancing then against the rewards to determine if you are making the right move is the only way to proceed.
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Reference:
Davis, Z (2004). Glossary of Equity Finance Terms. Retrieved May 25, 2006, from Going Global Web site: /equity/finance-glossary.html
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