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TAKEOVERS. MERGERS. BUYOUTS.
I. 1)Possibilities of investing money.Sooner or later, all companies 1) need to introduce new products and services. Large companies often have 2) the choice of innovating ( RND) - developing new products, services or markets themselves - or of buying another, smaller company with successful products (takeover). If the other company is too big to acquire, 3) another possibility is to merge or amalgamate with it. 1) reinforcing your company's position;2) reducing competition;3) optimizing production;4) rationalizing the use of a plant or invested capital;5) diversifying products or markets; a6) searching for synergy (the belief that together the companies will produce more than the sum of the two separate parts). 2) M&A. Acquisition (company) –company expansion through the purchase of other businesses. Merger – a combination of two or more firms into a single new firm. The phrase mergers and acquisitions or M&A refers to the aspect of corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.Technically, what differentiates a merger from an acquisition is how it is financed. 3) Reasons and motives behind M&A : These motives are considered to add shareholder value:Economies of scale, Increased revenue/Increased Market Share, Cross Selling, Synergy, Taxes, Geographical or other diversification.These motives are considered to not add shareholder value(neutral): Diversification, Overextension,Manager's hubris, Empire Building, Manager's Compensation, Vertical integration.
II. Merge means to unite, combine, amalgamate (объединять), integrate or join together in case when one or more companies lose their identity. The phrase ‘mergers and acquisitions’ (M & A) refers to the aspect of corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.
Types of mergers: Horizontal mergers take place where the two merging companies produce similar products in the same industry; Vertical mergers occur when two firms, each working at different stages in the production of the same good, combine; Conglomerate mergers take place when the two firms operate in different industries. Backward (with suppliers)-> amalgamation Forward (with customers)-> amalgamation
III. Takeover – when one company (the acquirer) purchasing another (the target). Such events resemble mergers but without the formation of a new company. Kinds of takeovers: PROXY FIGHT - the acquirer tries to persuade the shareholders of the TARGET COMPANY that the present management of the firm should be ousted in favour of a slate of directors favorable to the acquirer. A friendly takeover consists of a straight buyout of a company, and happens frequently. The shareholders receive cash or (more commonly) an agreed-upon number of shares of the acquiring company's stock. A hostile takeover occurs when a company attempts to buy out another whether the management of the target company likes it or not. A reverse takeover can occur in different forms: a smaller corporate entity takes over a larger one; a private company purchases a public one;
Defenses against a hostile takeover include: the poison pill – a defensive action when company: changing the share voting structure or the board of directors, or spending all the company’s cash reserves.; a white knight - another buyer whom they prefer; green mail when bidders may agree to withdraw their bid if paid enough money for the shares they hold in the target company.
A company that wants to row or diversify can launch a raid – in other words, simply buy a large quantity of another company’s shares on the stock exchange. A “dawn raid” (нападение на рассвете) consists of buying shares through several brokers early in the morning, before the market has time to notice the rising price, and before speculators join in.
1) DIVESTITURE -disposition of an asset or investment by outright sale, employee purchase, liquidation, and so on. Divestiture - a complete asset or investment disposal such as outright sale or liquidation. 2)Spin-off = spin-out
SPIN-OFF = spin out form of corporate DIVESTITURE that results in a subsidiary or division becoming an independent company. In a traditional spin-off, shares in the new entity are distributed to the parent corporation's shareholders of record on a PRO RATA basis. Spin-offs can also be accomplished through a LEVERAGED BUYOUT by the subsidiary or division's management, or through an EMPLOYEE STOCK OWNERSHIP PLAN (ESOP). Spin-off -a company can create an independent company from an existing part of the company by selling or distributing new shares in the so called spin-off.
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