Margers and Acquisitions

What Are Mergers and Acquisitions – M&A?

Mergers and acquisitions (M&A) is a general term used to describe the consolidation of companies or assets through various types of financial transactions, including mergers, acquisitions, consolidations, tender offers, purchase of assets and management acquisitions.

In a merger, the boards of directors for two companies approve the combination and seek shareholders’ approval. Post-merger, the acquired company ceases to exist and becomes part of the acquiring company. For example, in 1998 a merger deal occurred between Bank Bumi Daya (BBD), Bank Dagang Negara (BDN), Bank Ekspor Impor Indonesia (Bank Exim), and Bank Pembangunan Indonesia (Bapindo). Post-merger, the name of this bank is Bank Mandiri.

In an acquisition of assets, one company acquires the assets of another company. The company whose assets are being acquired must obtain approval from its shareholders. The purchase of assets is typical during bankruptcy proceedings, where other companies bid for various assets of the bankrupt company, which is liquidated upon the final transfer of assets to the acquiring firms.

In a simple acquisition, the acquiring company obtains the majority stake in the acquired firm, which does not change its name or alter its legal structure. An example of this transaction is Mitsubishi UFJ Financial Group Bank 2019 acquisition of Bank Danamon, where both companies preserved their names and organizational structures.

Consolidation creates a new company. Stockholders of both companies must approve the consolidation. Subsequent to the approval, they receive common equity shares in the new firm. For example, in 1998, Citicorp and Traveler’s Insurance Group announced a consolidation, which resulted in Citigroup.

In a tender offer, one company offers to purchase the outstanding stock of the other firm, at a specific price. The acquiring company communicates the offer directly to the other company’s shareholders, bypassing the management and board of directors. For example, in 2008, Johnson & Johnson made a tender offer to acquire Omrix Biopharmaceuticals for $438 million. While the acquiring company may continue to exist — especially if there are certain dissenting shareholders — most tender offers result in mergers.

In a management acquisition, also known as a management-led buyout (MBO), a company’s executives purchase a controlling stake in another company, making it private. These former executives often partner with a financier or former corporate officers, in an effort to help fund a transaction. Such M&A transactions are typically financed disproportionately with debt, and the majority of shareholders must approve it. For example, in 2013, Dell Corporation announced that it was acquired by its chief executive manager, Michael Dell.

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