File Name: mergers and acquisitions ebook format.zip
- Mergers and Acquisitions
- Mergers & Acquisitions From A to Z, Second Edition by Andrew J. Sherman; Milledge A. Hart
- Financial Analysis of Mergers and Acquisitions
- Mergers, Acquisitions, and Other Restructuring Activities
Mergers and acquisitions are a hot topic, and if you want to get into it, you need to know a lot of stuff. And it would help if you also were technically sound.
Mergers and Acquisitions
If legal advice or other expert assistance is required, the services of a competent professional person should be sought. Includes bibliographical references and index.
ISBN X 1. Consolidation and merger of corporations. Small business— Mergers. Hart, Milledge A. S All rights reserved. Printed in the United States of America.
This publication may not be reproduced, stored in a retrieval system, or transmitted in whole or in part, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of AMACOM, a division of American Management Association, Broadway, New York, NY Mergers and acquisitions vs. IPOs: — Worldwide transactions: May —May Ten largest deals: October —April Sample confidentiality agreement.
Sample letter of intent. Sample work schedule. Sample affidavit regarding liabilities. Roles of counsel: mergers and acquisitions transactions. Understanding key components of the acquisition agreement: consideration, mechanics, and risk allocation. Sample asset purchase agreement. The source of the problem will dictate the solution. Growth strategy horizon. As always, Jo Lynch was a key player in pulling everything together and helping to produce an organized manuscript.
And for the fourteenth time I gratefully acknowledge my wife Judy, son Matthew, and daughter Jennifer for tolerating my writing at the dining room table when we should have all been together having fun.
Milledge would like to thank the entire team at Pagemill Partners for their encouragement and support, especially the tremendous help provided by Christian Bennett and Karl Rinderknecht, who were instrumental in this endeavor. Companies on a growth path will take away market share from competitors, create economic profits, and provide returns to shareholders.
Those that do not grow tend to stagnate, lose customers and market share, and destroy shareholder value. Mergers and acquisitions are a vital part of any healthy economy and importantly, the primary way that companies are able to pro- vide returns to owners and investors. This fact, combined with the potential for large returns, make acquisition a highly attractive way for entrepreneurs and owners to capitalize on the value created in a company.
Exhibit I-1 illustrates this point from the perspective of the venture-backed company. In the past five years, 92 percent of liquidity events from venture capital funded firms were realized via merger and acquisitions, with only 8 percent of these companies achieving liquidity through an initial public offering IPO.
Starting a company and selling it can be the fastest way to create substantive wealth. While it is difficult to start a successful com- pany, the economic rewards are tremendous. The authors of this book have enabled transactions that created enormous value for shareholders. A merger or acquisi- During the s, nearly half of all U. The s featured swashbucklers and ag- gressive tactics to gain control over targets. The s were equally dynamic in terms of companies evolving through upsizing and growth, downsizing, roll-ups, divestitures, and consolidation, but with a different focus on operational synergies, scale efficiencies, increases in customer bases, strategic alliances, market share, and access to new technologies.
This period, however, came to a crash- ing end with the bursting of the tech bubble and the global recession that followed. First, many companies have exhausted cost cutting and operational efficiencies as a means to increase profitability, and are looking to top-line growth as a primary enabler of shareholder return. The increased pressure to grow highlights the opportunity to achieve growth through acquisition. The improved valuations have en- abled corporations to leverage their internal currencies to acquire target companies who are willing to swap their illiquid private stock for valuable public company shares.
Third, interest rates have hov- ered at historical lows, enabling firms to cost-effectively utilize debt to finance acquisition-based growth. In , 31, deals transactions were announced worldwide, a 9 percent increase over the 28, announcements in The U.
In addition to the aforementioned macroeconomic forces, many large industries have seen strong consolidation trends, with energy and power, financial services, and telecommunications leading the way by deal value, and high technology leading in terms of the total number of deals see Exhibit I Exhibit I Deal Average Value Mkt.
The telecommunications industry, in particular, has been trans- formed by merger activity in the last 18 months. Companies like BellSouth and Qwest were left out of the merger frenzy, and as such, are in substantially inferior competitive positions. Finally, this decade is decidedly marked by the return of the mega-deal. It seems that nearly every week a large, industry rede- fining transaction is announced. Listed in Exhibit I-4 are the largest ten deals announced in the six months prior to May In addition to the substantial activity from large industry players, financial buyers have increased the scale, scope, and visibility of their transactions.
While these companies no longer employ the junk-debt style leveraged buyouts that were popular in the s, they now compete for large deals via large buyout funds and con- sortium behavior. In addition, many of these large private equity firms are starting to collectively compete for large deals. This book is intended to be such a resource. There is no more complicated transaction than a merger or ac- quisition.
The various issues raised are broad and complex, from valuation and deal structure, to tax and securities laws. The indus- tries affected by this rapid activity are also diverse, from banking and computer software companies, to retailers and healthcare orga- nizations. It seems that virtually every executive of every major in- dustry faces a buy or sell decision at some point during his or her tenure as leader of the company.
In fact, it is estimated that some executives spend as much as one third of their time considering merger and acquisition opportunities and other structural business decisions. As we will see in the chapters to follow, the strategic rea- sons for considering such transactions are also numerous, from achieving economies of scale, to mitigating cash flow risk via diver- sification, to satisfying shareholder hunger for steady growth and dividends.
During the Reagan-Bush years, the government took a passive role, generally allowing market forces to determine whether a given transaction would have an anti- competitive effect. During the Clinton years, regulatory bodies took a more proactive approach, with more intervention by the U. De- partment of Justice and the Federal Trade Commission, such as a refusal to provide the necessary approval for the proposed merger of Staples and Office Depot in mid The current Bush admin- istration, however, has taken a more laissez-faire approach only to have the European Union take a more aggressive role in preventing potentially anti-competitive mergers.
Nor will it address the recent trend by overseas companies to buy in to the U. Where do these small- and middle-market com- pany executives turn for guidance? For many of these executives, mergers and acquisitions represent a digestible and manageable strategy for business growth. Recent years have seen a significant increase in merger and ac- quisition activity within industries that are growing rapidly and evolving overall, such as in health care, information technology, communications, and software development, as well as in tradi- tional industries such as manufacturing, consumer products, and food services.
Many developments reflect an increase in strategic buyers and a decrease in the amount of leverage, implying that these deals were being done because they made sense for both parties, which is different from the highly leveraged, financially driven deals of the late s. The middle-market transaction is the clear focus of this book.
Fortunately for that audience, middle-market transactions continue to attract compelling valuations. See Exhibit I Companies in this segment need to understand the key drivers of valuation since they are often able to focus their operating goals in order to maximize the potential valuation range.
Therefore it is important to know that the multiple a company achieves for its busi- ness directly correlates with the following seven characteristics: 1.
Strong revenue growth 2. Significant market share or strong niche position A market with barriers to entry by competitors 4. A strong management team 5. Strong, stable cash flow 6. No significant concentration in customers, products, suppli- ers, or geographic markets 7.
Low risk of technological obsolescence or product substitu- tion Exhibit I
Mergers & Acquisitions From A to Z, Second Edition by Andrew J. Sherman; Milledge A. Hart
Mergers, Acquisitions, and Other Restructuring Activities, Fourth Edition, is a real-world teaching tool for finance courses on mergers, acquisitions, and other restructuring activities. The author, Dr. Donald DePamphilis, shares his academic knowledge and personal experiences with over 30 such deals. The book covers 99 case studies that span every industry, country, and region worldwide demonstrate how deals are done rather than just the theory behind them, including cross-border transactions. In a world where private equity and hedge funds are supplanting traditional commercial and investment banking, a book like this comes in handy when traditional valuations fail to keep up with financial innovation. It marries the theory and practice. It is practical and complete.
Financial Analysis of Mergers and Acquisitions
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Mergers, Acquisitions, and Other Restructuring Activities
More than ten thousand mergers and acquisitions occur annually in the US, many among small and mid-sized companies. These complex transactions can be an effective growth strategy, but they carry significant risk. Mergers and Acquisitions from A to Z helps guard against costly mistakes. Expert advice, case studies, checklists, and sample documents walk you through every step of the process-from valuation to securities laws to closing and successful integration.
It seems that you're in Germany. We have a dedicated site for Germany. Mergers and acquisitions continue to be amongst the preferred competitive options available to the companies seeking to grow fast in the rapidly changing global business scenario. In addition, the book investigates the corporate governance practices of the acquiring firms and their impact on the short- term as well as long- term performance of those firms.
Table of Contents
Стратмор пожал плечами. - Слабое сердце… да к тому же еще испанская жара. Не забывай и о сильнейшем стрессе, связанном с попыткой шантажировать наше агентство… Сьюзан замолчала. Какими бы ни были обстоятельства, она почувствовала боль от потери талантливого коллеги-криптографа. Мрачный голос Стратмора вывел ее из задумчивости. - Единственный луч надежды во всей этой печальной истории - то, что Танкадо путешествовал .
Лифт, соединяющий шифровалку с основным зданием, получал питание из главного комплекса, и оно действовало, несмотря на отключение питания шифровалки. Стратмору, разумеется, это было хорошо известно, но даже когда Сьюзан порывалась уйти через главный выход, он не обмолвился об этом ни единым словом. Он не мог пока ее отпустить - время еще не пришло. И размышлял о том, что должен ей сказать, чтобы убедить остаться. Сьюзан кинулась мимо Стратмора к задней стене и принялась отчаянно нажимать на клавиши.
И на пейджер. - На пейджер, - повторил Джабба. - Я думал, что… - Ладно, не в этом .
Теряем фильтры Протокола! - раздался чей-то голос. - Открылся третий уровень защиты! - Люди в комнате засуетились. На экране агент с короткой стрижкой безнадежно развел руками. - Сэр, ключа здесь .