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A merger is a corporate strategy and business combination in which two or more separate
companies combine to form a single new company. In a merger, the participating companies
typically have relatively equal status and ownership in the newly formed entity, and they often
pool their assets, resources, and operations to create a more significant and unified business
entity.
A merger definition in business often refers to a corporate strategy where different
companies will combine into one company, either to strengthen their financial or operational
position.
A merger definition in business often refers to a corporate strategy where different
companies will combine into one company, either to strengthen their financial or operational
position. Companies may also try to merge to increase their scale and productivity. Mergers can
drastically affect stock before the merger of businesses occurs.
An acquisition, also known as a takeover or buyout, is a corporate action in which one
company or entity acquires ownership or control over another company. In an acquisition, a
larger, acquiring company takes over a smaller, target company by purchasing a majority of its
shares or assets. The acquiring company then becomes the new owner or controller of the target
company.
An acquisition is referred to as a business transaction in which one firm buys all or part of
another company's stock or assets. The acquisition commonly happens to gain control of and
expand on the target company's strengths while also capturing energies. This can also be
accountable for an acquisition definition.
Mergers and acquisitions, or M&A for short, involves the process of combining two
companies into one. The goal of combining two or more businesses is to try and achieve
synergy—where the whole (new company) is greater than the sum of its parts (the former two
separate entities).
2. Diversification
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Mergers are frequently undertaken for diversification reasons. For example, a company
may use a merger to diversify its business operations by entering into new markets or offering
new products or services. Additionally, it is common that the managers of a company may arrange
a merger deal to diversify risks relating to the company’s operations.
Note that shareholders are not always content with situations when the merger deal is
primarily motivated by the objective of risk diversification. In many cases, the shareholders can
easily diversify their risks through investment portfolios while a merger of two companies is
typically a long and risky transaction. Market-extension, product-extension, and conglomerate
mergers are typically motivated by diversification objectives.
3. Acquisition of assets
A merger can be motivated by a desire to acquire certain assets that cannot be obtained
using other methods. In M&A transactions, it is quite common that some companies arrange
mergers to gain access to assets that are unique or to assets that usually take a long time to
develop internally. For example, access to new technologies is a frequent objective in many
mergers.
5. Tax purposes
If a company generates significant taxable income, it can merge with a company with
substantial carry forward tax losses. After the merger, the total tax liability of the consolidated
company will be much lower than the tax liability of the independent company.
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Types of Merger and Acquisition
1. Horizontal merger
A horizontal merger occurs when two companies operating in the same market (and selling
similar products or services) come together to dominate market share. This type is attractive for
merging companies aiming to build economies of scale and decrease market competition.
However, there are potential downsides. A horizontal merger comes with increased regulatory
scrutiny and stringency, and can lead to a loss of value if the post-merger integration is not fully
realized. Regulatory due diligence should be executed with extra special care. An example of a
horizontal merger might be if McDonald’s and Burger King joined forces.
2. Vertical merger
Vertical mergers involve two companies in the same industry who operate in different stages
of production. This could involve a retailer who merges with a wholesaler, or a wholesaler
merging with a manufacturer, for example. This type of merger is ideal for streamlining
operations, boosting efficiencies, and cutting costs across the supply chain, but it can also reduce
flexibility and result in new complexities for the business to manage. A well-known example of a
vertical merger is the deal between eBay and PayPal.
4. Conglomerate merger
Unlike the aforementioned types of merger, a conglomerate merger occurs between two
companies whose business activities and industries may be completely unrelated. In pure
conglomerate mergers, the two firms may continue to operate separately within their own
markets, whereas in a mixed one, they may look to expand product or market reach.
While this type of merger can help the new entity increase market share and diversify its
business, it can be especially challenging to integrate dissimilar companies, raising the risk of
culture clashes and lost efficiency due to disrupted business operations. An example of a
conglomerate merger is Mars (chocolate bars) and Wrigleys (chewing gum).
6. Statutory merger
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In a statutory merger, the laws of the buy-side and sell-side’s state (or states) of formation
must be followed. If they’re not, the merger will not be legal. The merger plan must be adopted
by the boards of directors and approved by the owners of the absorbed business entity. Then the
details must be filed with the Secretary of State in the relevant state(s). In a statutory merger,
only one of the two companies keeps its legal entity. In this way, it is similar to an acquisition.
7. Triangular merger
A triangular merger occurs when there is an acquiring company (ParentCo), a target company,
and a subsidiary of the acquiring company. Usually, the subsidiary is newly created specifically to
help with the acquisition of the target, i.e. a shell company. Technically speaking, the merger is
between the subsidiary and the target, however the outcome of the transaction is that the target
becomes a wholly-owned subsidiary of ParentCo.
The main reason for conducting a triangular merger is so that ParentCo can acquire the target
without assuming its liabilities.
9. Consolidation
A statutory consolidation occurs when two or more business entities combine to form a brand
new business entity. The main advantage of this type of merger is efficiency; consolidation tends
to improve the bottom line. A good example is the Daimler-Chrysler deal that happened in 1998.
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another company, and take into consideration the current market conditions, your
financial position, and future projections.
2. Set M&A search criteria. Once you’ve defined your M&A goals, make a profile of your ideal
merger or acquisition. What should this company provide? Consider company size,
financial position (profit margins), products or services offered, customer base, culture,
and any other factors pertinent to your position as a buyer. You will further scrutinize all
of these factors during the valuation and due diligence phases, but it’s important to set
general criteria at the outset, so you don’t waste time entertaining suboptimal candidates.
3. Search for potential target companies. After you’ve set your criteria, you can begin your
search for ideal companies. At this stage, with the information available, you should
perform a brief evaluation of the potential target companies.
4. Start acquisition planning. Now is the time to make initial contact with your candidates
(typically only one or two). As the buyer, you should send a letter of intent (LOI) or teaser,
in which you express interest in pursuing a merger or acquisition and provide a summary
of the proposed deal. (At this point, any proposal should be very high-level, as it’s subject
to change.) In addition to kicking off the conversation with the target company, sending
an LOI is also a good way to get more of the information that you will use in valuation.
5. Perform valuation. This is one of the most critical steps in the M&A process. Here, the
target company provides the buyer with important information about its business —
namely, financials — so the buyer can evaluate its value, both as a stand-alone company
and as a potential merger or acquisition. In addition to financial analysis, you must also
consider culture fit, external conditions that might affect the success of the deal, timing,
and other forms of synergy. Ideally, you should produce multiple valuation models that
can help you decide whether or not to pursue a deal. It’s common to hire outside counsel
to perform (or assist with) valuation.
6. Negotiate and sign the deal. This is the point where you make a “go/no go” call. Use the
products of your valuation models to create an initial deal, then present that deal to the
target company. Next, you’ll enter a period of negotiations; the deal is finalized once both
parties agree to and sign the deal.
7. Perform due diligence. In M&A, due diligence refers to the evaluations you perform to
ensure every detail is in order before you finalize a transaction. At this stage, the buyer
should create financial modeling and operational analysis, as well as assess the culture fit
of the two firms. The LOI should provide a ballpark for the timeline of due diligence
(typically 30-60 days), but the schedule will vary depending on the firm. To get started,
check out this comprehensive list of free due diligence templates.
8. Create purchase and sale contracts. Once you’ve completed due diligence — assuming
you haven’t uncovered any major issues — you write the final purchase and sale contracts,
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including the type of purchase agreement you are entering (i.e., a stock or asset sale).
Once all relevant parties sign these contracts, the deal is considered closed.
9. Create the final financing strategy. While you’ll already have conducted analysis and
created a strategy around finances at this point, you may still have to make adjustments
when the final purchase and sale contracts are signed.
10. Begin integration. Once you’ve finalized the deal, you can begin the work of integrating
the two firms. This takes planning on all fronts — finances, organizational structure, roles
and responsibilities, culture, etc. — and is an ongoing effort that you should continually
monitor and evaluate for many months (and even years) to come.
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Phase Three: Negotiate
1. Negotiate with all buyers who submit bids. Once you’ve received bids from all
interested companies, negotiate. Refer to the strategic intent you laid out at the
beginning of the process, and invoke external expertise. Also, by this time, be sure
you have all the financial information that’s available, should you move forward with
a deal.
2. Draft the definitive agreement. Buyers and sellers work together to draft a final deal.
3. Enter into an exclusivity agreement. You are now locked into an exclusive deal with
the buyer — you can’t pursue further negotiations or solicit interest from other
potential buyers.
4. Help facilitate the buyer’s due diligence. It can take more than two months for the
buyer to complete their due diligence evaluations, but you, as the seller, can help
expedite the process. Prepare all documentation ahead of time, and stay in close
contact throughout the process, so you can swiftly handle issues as they arise.
5. Get final board approval. When the buyer has completed due diligence and plans to
move forward, solicit final board approval.
6. Sign the definitive agreement. Once you sign the final agreement, the deal is closed
— you have either merged with or been acquired by another company, and
integration begins.
2. Preliminary Assessment:
Conduct an initial evaluation of potential targets, including financial and operational
assessments. Assess the compatibility of cultures, values, and business models between the
acquiring and target companies.
3. Due Diligence:
Conduct comprehensive due diligence, which involves a detailed examination of the target
company's financials, operations, legal status, and other critical aspects.
Identify and assess risks and opportunities associated with the deal.
4. Valuation:
Determine the fair market value of the target company using various valuation methods, such
as market valuation, asset valuation, or earnings valuation.
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6. Negotiation and Definitive Agreement:
Engage in negotiations to finalize the terms and conditions of the deal.
Draft and execute a binding merger or acquisition agreement, specifying representations,
warranties, covenants, and indemnities.
8. Financing:
Secure the required financing for the M&A deal, whether through equity, debt, or a
combination of financial instruments.
9. Shareholder Approval:
Obtain approval from the shareholders of both the acquiring and target companies, as
required by corporate bylaws and regulations.
Valuations
In valuation, we evaluate and analyze the property, business, merchandise, fixed income,
etc. These estimates are based on several methods because there is no one method to evaluate
all types of assets.
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Merger and Acquisition Due Diligence
Due diligence is an investigation or review for a potential investment or product to confirm
any financial aspects that may affect prior to entering into an agreement or financial transaction
with another party and is conducted by reviewing financial records.
Its significance lies in the area of responsibility for full disclosure of material information
related to the property that is for sale. Therefore, due diligence has become a standard stage in
IPO (Initial public offering) and is undergoing an underwriting process to ensure that all relevant
information pertaining to the asset under consideration has been disclosed to the potential
investors.
2. Overview of Income and Profits of the Organization: It is important to keep track of any trends
in the income of the organization, operating expenses, profit margins and return on capital.
3. Competitor and Industry Review: Each organization is partially defined by its environment of
competition and competitors in it. A look at its main competitors teaches a lot about the state of
the organization, i.e., does the organization lead in its industry or in specific target markets? Is
the industry likely to grow? Perform due diligence on several organizations in the same branch
can provide investors with insights on the organization and especially if it has advantages over its
competitors.
4. Multiplier Assessment: There are many financial ratios and metrics that investors can use while
assessing organizations. There is not one ideal value for all types of investment, and it is,
therefore, advisable to integrate connections into different parameters to create a complete
picture and lead to a more informed decision-making process. For example, a price-to-earnings
ratio or a price-to-growth rate or sales ratio.
5. Management and Shareholders Review: Is the organization still managed by its founders?
Research conducted by the board members to examine their own focus and professional
experience. The examination of the shareholders and their retention ratio might indicate the
organization’s status. Does the person in the management have many shares? (there is a
connection between the management holding the shares and the desire to benefit from the
shares).
6. Balance Sheet Review: An overview of assets and liabilities, as well as the amount of cash to
monitor and supervise the level of debt, and how is it compared to other organizations in the
same industry. Big debt is not necessarily a bad thing; this determination depends on the business
model of the organization and the nature of the industry. The goal is to see if the organization can
provide enough cash to pay off debt and dividends.
7. Stock Price History: Is the stock volatile or stable? (it is important to remember that past prices
do not necessarily predict future price movements).
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8. Dilution Inventory: Investors need to know how many shares exist for the company and how
that number is relative to the competition. Does the organization plan to issue additional shares,
thereby reducing the proportion of shareholders or actually diluting its number of shares?
9. Examining long-term and short-term risks: Understanding the risks inherent in the industry as
well as the organization’s specific risks. Are there any political or regulatory risks? Is the
management stable?
6. Tax Considerations:
M&A transactions in the Philippines have tax implications. Depending on the structure of the
deal, you may be subject to income tax, value-added tax (VAT), documentary stamp tax (DST), and
other taxes. Seek legal and tax advice to optimize your tax position.
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8. Environmental Compliance:
If the target company operates in an industry with significant environmental considerations
(e.g., mining or manufacturing), environmental regulations must be considered, and compliance
ensured.
It is essential to engage with legal and financial experts who are well-versed in Philippine law
and regulations when planning and executing an M&A transaction in the Philippines. Legal due
diligence is a crucial component to ensure compliance with all applicable laws and to navigate the
complex regulatory landscape successfully.
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solid decisions and manage all risks involved. If you’re not a financial expert, bringing on a
fractional CFO or outsourced interim CFO might be necessary. CFOs bring valuable insight,
experience, and knowledge of the financial side of businesses. Many specialize in helping
organizations transition through a merger or acquisition, bringing the experience needed to make
the transaction go smoothly while keeping your best interests in mind. A fractional CFO can help
you gain an understanding of your business finances, prepare necessary reports, and assist you
through the entire process.
Mergers and acquisitions offer great growth potential, but they also are known for putting at least
temporary financial strain on the business. Does your company have the capital or funding
strategies to confidently handle the process? It’s more than just about profit and loss—you need
liquidity too. Cloud-based accounting solutions are ideal for offering up-to-date insights into your
financials. If you’re not already running your back office on the cloud, we highly recommend
making that transition prior to beginning an acquisition.
4. Reputation is everything
Unless you’re retiring, chances are this won’t be the last merger or acquisition you take part in as
a business owner. In order to close the deal, your acquiree must trust you, and a great deal of
that trust will come from your reputation. If you have been a part of a previous M&A, invite your
acquiree to speak with your previously merged organizations. If you’re a first-timer, always
conduct yourself in such a way that will make the other party happy to provide a recommendation
for you in the future.
5. Mergers and acquisitions are about more than finances when employees are in the mix
While finances are a top priority, there’s a good chance that human capital is also part of the
negotiations. Keep in mind that employees are real people with careers, values, families, and bills
to pay. Communication and transparency are vital. All employees involved should feel valued,
appreciated, and free to express their questions and concerns. Make affected employees feel as
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though they are a vital part of the change. This stems from solid leadership and the ability to
communicate openly with employees at all levels. Should layoffs be necessary, it is your duty to
advocate for their needs. Ensure a fair package is available for terminated employees—as
mentioned above, remember that your reputation is everything.
Remember, working with a financial expert, such as a fractional CFO, can give you access to
guidance and recommendations on how to achieve your goals. If you are in the beginning stages,
an outsourced CFO will be able to help you decipher which route is best to achieve your business
goals, how much capital is needed, and what the process may look like depending on your
situation.
If your business goals have you taking the steps towards a merger or acquisition, check-in with
the above tips to ensure a smooth process that will help you achieve your goals while keeping
employees satisfied and financials in check. If you need a hand along the way, we would be
honored to assist your company during this process. Contact us to schedule a consultation and
take the first step towards your company’s future.
Note: The information provided in this document is sourced from various online platforms,
websites, and other internet-based resources.
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