The phrase mergers and acquisitionsDocument Transcript
The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect ofcorporate strategy, corporate finance and management dealing with the buying, sellingand combining of different companies that can aid, finance, or help a growing companyin a given industry grow rapidly without having to create another business entity.Contents[hide] • 1 Acquisition o 1.1 Types of acquisition • 2 Merger o 2.1 Classifications of mergers o 2.2 Distinction between Mergers and Acquisitions • 3 Business valuation • 4 Financing M&A o 4.1 Cash o 4.2 Financing o 4.3 Hybrids o 4.4 Factoring • 5 Specialist M&A advisory firms • 6 Motives behind M&A • 7 Effects on management • 8 M&A marketplace difficulties • 9 The Great Merger Movement o 9.1 Short-run factors o 9.2 Long-run factors • 10 Cross-border M&A • 11 Major M&A in the 1990s • 12 Major M&A from 2000 to present • 13 See also • 14 References • 15 Further reading • 16 External links  AcquisitionMain article: Takeover This section does not cite any references or sources. Please help improve this article by adding citations to reliable sources (ideally, using inline citations). Unsourced material may be challenged and removed. (June 2008)An acquisition, also known as a takeover or a buyout, is the buying of one company(the ‘target’) by another. An acquisition may be friendly or hostile. In the former case, the
companies cooperate in negotiations; in the latter case, the takeover target is unwilling tobe bought or the targets board has no prior knowledge of the offer. Acquisition usuallyrefers to a purchase of a smaller firm by a larger one. Sometimes, however, a smaller firmwill acquire management control of a larger or longer established company and keep itsname for the combined entity. This is known as a reverse takeover. Another type ofacquisition is reverse merger, a deal that enables a private company to get publicly listedin a short time period. A reverse merger occurs when a private company that has strongprospects and is eager to raise financing buys a publicly listed shell company,usually onewith no business and limited assets. Achieving acquisition success has proven to be verydifficult, while various studies have showed that 50% of acquisitions were unsuccessful.The acquisition process is very complex, with many dimensions influencing its outcome.This model provides a good overview of all dimensions of the acquisition process. Types of acquisition This section does not cite any references or sources. Please help improve this article by adding citations to reliable sources (ideally, using inline citations). Unsourced material may be challenged and removed. (June 2008) • The buyer buys the shares, and therefore control, of the target company being purchased. Ownership control of the company in turn conveys effective control over the assets of the company, but since the company is acquired intact as a going business, this form of transaction carries with it all of the liabilities accrued by that business over its past and all of the risks that company faces in its commercial environment. • The buyer buys the assets of the target company. The cash the target receives from the sell-off is paid back to its shareholders by dividend or through liquidation. This type of transaction leaves the target company as an empty shell, if the buyer buys out the entire assets. A buyer often structures the transaction as an asset purchase to "cherry-pick" the assets that it wants and leave out the assets and liabilities that it does not. This can be particularly important where foreseeable liabilities may include future, unquantified damage awards such as those that could arise from litigation over defective products, employee benefits or terminations, or environmental damage. A disadvantage of this structure is the tax that many jurisdictions, particularly outside the United States, impose on transfers of the individual assets, whereas stock transactions can frequently be structured as like-kind exchanges or other arrangements that are tax-free or tax- neutral, both to the buyer and to the sellers shareholders.The terms "demerger", "spin-off" and "spin-out" are sometimes used to indicate asituation where one company splits into two, generating a second company separatelylisted on a stock exchange. Merger
In business or economics a merger is a combination of two companies into one largercompany. Such actions are commonly voluntary and involve stock swap or cash paymentto the target. Stock swap is often used as it allows the shareholders of the two companiesto share the risk involved in the deal. A merger can resemble a takeover but result in anew company name (often combining the names of the original companies) and in newbranding; in some cases, terming the combination a "merger" rather than an acquisition isdone purely for political or marketing reasons. Classifications of mergersHorizontal merger - Two companies that are in direct competition and share the sameproduct lines and markets.Vertical merger - A customer and company or a supplier and company. Think of a conesupplier merging with an ice cream maker.Market-extension merger - Two companies that sell the same products in differentmarkets.Product-extension merger - Two companies selling different but related products in thesame market.Conglomeration - Two companies that have no common business areas. • Congeneric merger/concentric mergers occur where two merging firms are in the same general industry, but they have no mutual buyer/customer or supplier relationship, such as a merger between a bank and a leasing company. Example: Prudentials acquisition of Bache & Company.There are two types of mergers that are distinguished by how the merger is financed.Each has certain implications for the companies involved and for investors:Purchase Mergers - As the name suggests, this kind of merger occurs when onecompany purchases another. The purchase is made with cash or through the issue of somekind of debt instrument; the sale is taxable.Acquiring companies often prefer this type of merger because it can provide them with atax benefit. Acquired assets can be written-up to the actual purchase price, and thedifference between the book value and the purchase price of the assets can depreciateannually, reducing taxes payable by the acquiring company. We will discuss this furtherin part four of this tutorial.Consolidation Mergers - With this merger, a brand new company is formed and bothcompanies are bought and combined under the new entity. The tax terms are the same asthose of a purchase merger.
A unique type of merger called a reverse merger is used as a way of going public withoutthe expense and time required by an IPO.The contract vehicle for achieving a merger is a "merger sub".The occurrence of a merger often raises concerns in antitrust circles. Devices such as theHerfindahl index can analyze the impact of a merger on a market and what, if any, actioncould prevent it. Regulatory bodies such as the European Commission, the United StatesDepartment of Justice and the U.S. Federal Trade Commission may investigate anti-trustcases for monopolies dangers, and have the power to block mergers.Accretive mergers are those in which an acquiring companys earnings per share (EPS)increase. An alternative way of calculating this is if a company with a high price toearnings ratio (P/E) acquires one with a low P/E.Dilutive mergers are the opposite of above, whereby a companys EPS decreases. Thecompany will be one with a low P/E acquiring one with a high P/E.The completion of a merger does not ensure the success of the resulting organization;indeed, many mergers (in some industries, the majority) result in a net loss of value dueto problems. Correcting problems caused by incompatibility—whether of technology,equipment, or corporate culture— diverts resources away from new investment, and theseproblems may be exacerbated by inadequate research or by concealment of losses orliabilities by one of the partners. Overlapping subsidiaries or redundant staff may beallowed to continue, creating inefficiency, and conversely the new management may cuttoo many operations or personnel, losing expertise and disrupting employee culture.These problems are similar to those encountered in takeovers. For the merger not to beconsidered a failure, it must increase shareholder value faster than if the companies wereseparate, or prevent the deterioration of shareholder value more than if the companieswere separate. Distinction between Mergers and AcquisitionsAlthough they are often uttered in the same breath and used as though they weresynonymous, the terms merger and acquisition mean slightly different things.When one company takes over another and clearly established itself as the new owner,the purchase is called an acquisition. From a legal point of view, the target companyceases to exist, the buyer "swallows" the business and the buyers stock continues to betraded.In the pure sense of the term, a merger happens when two firms, often of about the samesize, agree to go forward as a single new company rather than remain separately ownedand operated. This kind of action is more precisely referred to as a "merger of equals".Both companies stocks are surrendered and new company stock is issued in its place. For
example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged,and a new company, DaimlerChrysler, was created.In practice, however, actual mergers of equals dont happen very often. Usually, onecompany will buy another and, as part of the deals terms, simply allow the acquired firmto proclaim that the action is a merger of equals, even if it is technically an acquisition.Being bought out often carries negative connotations, therefore, by describing the dealeuphemistically as a merger, deal makers and top managers try to make the takeovermore palatable.A purchase deal will also be called a merger when both CEOs agree that joining togetheris in the best interest of both of their companies. But when the deal is unfriendly - that is,when the target company does not want to be purchased - it is always regarded as anacquisition. This is challengeable. An acquisition can be either friendly or hostile. Anexample of a resent friendly takeover was when Microsoft bought Fast Search andTransfer (OSE Stock Exchange, Ticker FAST). CEO of the acquired company (FAST)revealed that they had been working with Microsoft for more than 6 months to get thedeal which was announced in January, 2008.Whether a purchase is considered a merger or an acquisition really depends on whetherthe purchase is friendly or hostile and how it is announced. In other words, the realdifference lies in how the purchase is communicated to and received by the targetcompanys board of directors, employees and shareholders. It is quite normal though forM&A deal communications to take place in a so called confidentiality bubble wherebyinformation flows are restricted due to confidentiality agreements (Harwood, 2005).The distinction between "merger" and "acquisition" is described this way t F.Ducoulombier, Candesic Analysis Which slightly differs from the above: CorporateRestructuring is all activities involving expansion or contraction of a firms operations orchanges in its assets or financial structure. Merger: A transaction in which at least onefirm ceases to exist and the assets of that firm are transferred to a surviving firm so thatonly one separate legal entity remains. Acquisition: A transaction in which both firms inthe transaction survive but the acquirer increases its percentage ownership in the target.Consolidation: The combination of two or more firms to form a completely newcorporation Business valuationThe five most common ways to valuate a business are • asset valuation, • historical earnings valuation, • future maintainable earnings valuation, • relative valuation (comparable company & comparable transactions), • discounted cash flow (DCF) valuation
Professionals who valuate businesses generally do not use just one of these methods but acombination of some of them, as well as possibly others that are not mentioned above, inorder to obtain a more accurate value. These values are determined for the most part bylooking at a companys balance sheet and/or income statement and withdrawing theappropriate information. The information in the balance sheet or income statement isobtained by one of three accounting measures: a Notice to Reader, a Review Engagementor an Audit.Accurate business valuation is one of the most important aspects of M&A as valuationslike these will have a major impact on the price that a business will be sold for. Mostoften this information is expressed in a Letter of Opinion of Value (LOV) when thebusiness is being valuated for interests sake. There are other, more detailed ways ofexpressing the value of a business. These reports generally get more detailed andexpensive as the size of a company increases, however, this is not always the case asthere are many complicated industries which require more attention to detail, regardlessof size. Financing M&AMergers are generally differentiated from acquisitions partly by the way in which theyare financed and partly by the relative size of the companies. Various methods offinancing an M&A deal exist: CashPayment by cash. Such transactions are usually termed acquisitions rather than mergersbecause the shareholders of the target company are removed from the picture and thetarget comes under the (indirect) control of the bidders shareholders alone.A cash deal would make more sense during a downward trend in the interest rates.Another advantage of using cash for an acquisition is that there tends to lesser chances ofEPS dilution for the acquiring company. But a caveat in using cash is that it placesconstraints on the cash flow of the company. FinancingFinancing capital may be borrowed from a bank, or raised by an issue of bonds.Alternatively, the acquirers stock may be offered as consideration. Acquisitions financedthrough debt are known as leveraged buyouts if they take the target private, and the debtwill often be moved down onto the balance sheet of the acquired company. HybridsAn acquisition can involve a combination of cash and debt or of cash and stock of thepurchasing entity.
 FactoringFactoring can provide the extra to make a merger or sale work. Hybrid can work as ad e-denit. Specialist M&A advisory firmsAlthough at present the majority of M&A advice is provided by full-service investmentbanks, recent years have seen a rise in the prominence of specialist M&A advisers, whoonly provide M&A advice (and not financing). These companies are sometimes referredto as Transition Companies, assisting businesses often referred to as "companies intransition." To perform these services in the US, an advisor must be a licensed brokerdealer, and subject to SEC (FINRA) regulation. More information on M&A advisoryfirms is provided at corporate advisory. Motives behind M&AThe dominant rationale used to explain M&A activity is that acquiring firms seekimproved financial performance. The following motives are considered to improvefinancial performance: • Synergy: This refers to the fact that the combined company can often reduce its fixed costs by removing duplicate departments or operations, lowering the costs of the company relative to the same revenue stream, thus increasing profit margins. • Increased revenue or market share: This assumes that the buyer will be absorbing a major competitor and thus increase its market power (by capturing increased market share) to set prices. • Cross-selling: For example, a bank buying a stock broker could then sell its banking products to the stock brokers customers, while the broker can sign up the banks customers for brokerage accounts. Or, a manufacturer can acquire and sell complementary products. • Economy of scale: For example, managerial economies such as the increased opportunity of managerial specialization. Another example are purchasing economies due to increased order size and associated bulk-buying discounts. • Taxation: A profitable company can buy a loss maker to use the targets loss as their advantage by reducing their tax liability. In the United States and many other countries, rules are in place to limit the ability of profitable companies to "shop" for loss making companies, limiting the tax motive of an acquiring company. • Geographical or other diversification: This is designed to smooth the earnings results of a company, which over the long term smoothens the stock price of a company, giving conservative investors more confidence in investing in the company. However, this does not always deliver value to shareholders (see below).
• Resource transfer: resources are unevenly distributed across firms (Barney, 1991) and the interaction of target and acquiring firm resources can create value through either overcoming information asymmetry or by combining scarce resources. • Vertical integration: Vertical integration occurs when an upstream and downstream firm merge (or one acquires the other). There are several reasons for this to occur. One reason is to internalise an externality problem. A common example is of such an externality is double marginalization. Double marginalization occurs when both the upstream and downstream firms have monopoly power, each firm reduces output from the competitive level to the monopoly level, creating two deadweight losses. By merging the vertically integrated firm can collect one deadweight loss by setting the upstream firms output to the competitive level. This increases profits and consumer surplus. A merger that creates a vertically integrated firm can be profitable.However, on average and across the most commonly studied variables, acquiring firmsfinancial performance does not positively change as a function of their acquisitionactivity. Therefore, additional motives for merger and acquisiiton that may not addshareholder value include: • Diversification: While this may hedge a company against a downturn in an individual industry it fails to deliver value, since it is possible for individual shareholders to achieve the same hedge by diversifying their portfolios at a much lower cost than those associated with a merger. • Managers hubris: managers overconfidence about expected synergies from M&A which results in overpayment for the target company. • Empire-building: Managers have larger companies to manage and hence more power. • Managers compensation: In the past, certain executive management teams had their payout based on the total amount of profit of the company, instead of the profit per share, which would give the team a perverse incentive to buy companies to increase the total profit while decreasing the profit per share (which hurts the owners of the company, the shareholders); although some empirical studies show that compensation is linked to profitability rather than mere profits of the company. Effects on managementA study published in the July/August 2008 issue of the Journal of Business Strategysuggests that mergers and acquisitions destroy leadership continuity in target companies’top management teams for at least a decade following a deal. The study found that targetcompanies lose 21 percent of their executives each year for at least 10 years following anacquisition – more than double the turnover experienced in non-merged firms. M&A marketplace difficulties
This section does not cite any references or sources. Please help improve this article by adding citations to reliable sources (ideally, using inline citations). Unsourced material may be challenged and removed. (December 2007)In many states, no marketplace currently exists for the mergers and acquisitions ofprivately owned small to mid-sized companies. Market participants often wish tomaintain a level of secrecy about their efforts to buy or sell such companies. Theirconcern for secrecy usually arises from the possible negative reactions a companysemployees, bankers, suppliers, customers and others might have if the effort or interest toseek a transaction were to become known. This need for secrecy has thus far thwarted theemergence of a public forum or marketplace to serve as a clearinghouse for this largevolume of business. In some states, a Multiple Listing Service (MLS) of small businessesfor sale is maintained by organizations such as Business Brokers of Florida (BBF).Another MLS is maintained by International Business Brokers Association (IBBA).At present, the process by which a company is bought or sold can prove difficult, slowand expensive. A transaction typically requires six to nine months and involves manysteps. Locating parties with whom to conduct a transaction forms one step in the overallprocess and perhaps the most difficult one. Qualified and interested buyers ofmultimillion dollar corporations are hard to find. Even more difficulties attend bringing anumber of potential buyers forward simultaneously during negotiations. Potentialacquirers in an industry simply cannot effectively "monitor" the economy at large foracquisition opportunities even though some may fit well within their companysoperations or plans.An industry of professional "middlemen" (known variously as intermediaries, businessbrokers, and investment bankers) exists to facilitate M&A transactions. Theseprofessionals do not provide their services cheaply and generally resort to previously-established personal contacts, direct-calling campaigns, and placing advertisements invarious media. In servicing their clients they attempt to create a one-time market for aone-time transaction. Stock purchase or merger transactions involve securities andrequire that these "middlemen" be licensed broker dealers under FINRA (SEC) in orderto be compensated as a % of the deal. Generally speaking, an unlicensed middleman maybe compensated on an asset purchase without being licensed. Many, but not all,transactions use intermediaries on one or both sides. Despite best intentions,intermediaries can operate inefficiently because of the slow and limiting nature of havingto rely heavily on telephone communications. Many phone calls fail to contact with theintended party. Busy executives tend to be impatient when dealing with sales callsconcerning opportunities in which they have no interest. These marketing problemstypify any private negotiated markets. Due to these problems and other problems likethese, brokers who deal with small to mid-sized companies often deal with much morestrenuous conditions than other business brokers. Mid-sized business brokers have anaverage life-span of only 12-18 months and usually never grow beyond 1 or 2 employees.Exceptions to this are few and far between. Some of these exceptions include TheSundial Group, Geneva Business Services and Robbinex.
The market inefficiencies can prove detrimental for this important sector of the economy.Beyond the intermediaries high fees, the current process for mergers and acquisitions hasthe effect of causing private companies to initially sell their shares at a significantdiscount relative to what the same company might sell for were it already publicly traded.An important and large sector of the entire economy is held back by the difficulty inconducting corporate M&A (and also in raising equity or debt capital). Furthermore, it islikely that since privately held companies are so difficult to sell they are not sold as oftenas they might or should be.Previous attempts to streamline the M&A process through computers have failed tosucceed on a large scale because they have provided mere "bulletin boards" - staticinformation that advertises one firms opportunities. Users must still seek other sourcesfor opportunities just as if the bulletin board were not electronic. A multiple listingsservice concept was previously not used due to the need for confidentiality but there arecurrently several in operation. The most significant of these are run by the CaliforniaAssociation of Business Brokers (CABB) and the International Business BrokersAssociation (IBBA) These organizations have effectivily created a type of virtual marketwithout compromising the confidentiality of parties involved and without theunauthorized release of information.One part of the M&A process which can be improved significantly using networkedcomputers is the improved access to "data rooms" during the due diligence processhowever only for larger transactions. For the purposes of small-medium sized business,these datarooms serve no purpose and are generally not used. Reasons for frequent failureof M&A was analyzed by Thomas Straub in "Reasons for frequent failure in mergers andacquisitions - a comprehensive analysis", DUV Gabler Edition, 2007. The Great Merger MovementThe Great Merger Movement was a predominantly U.S. business phenomenon thathappened from 1895 to 1905. During this time, small firms with little market shareconsolidated with similar firms to form large, powerful institutions that dominated theirmarkets. It is estimated that more than 1,800 of these firms disappeared intoconsolidations, many of which acquired substantial shares of the markets in which theyoperated. The vehicle used were so-called trusts. To truly understand how large thismovement was—in 1900 the value of firms acquired in mergers was 20% of GDP. In1990 the value was only 3% and from 1998–2000 is was around 10–11% of GDP.Organizations that commanded the greatest share of the market in 1905 saw thatcommand disintegrate by 1929 as smaller competitors joined forces with each other.However, there were companies that merged during this time such as DuPont, Nabisco,US Steel, and General Electric that have been able to keep their dominance in theirrespected sectors today due to growing technological advances of their products, patents,and brand recognition by their customers. The companies that merged were massproducers of homogeneous goods that could exploit the efficiencies of large volumeproduction. However more often than not mergers were "quick mergers". These "quickmergers" involved mergers of companies with unrelated technology and different
management. As a result, the efficiency gains associated with mergers were not present.The new and bigger company would actually face higher costs than competitors becauseof these technological and managerial differences. Thus, the mergers were not done tosee large efficiency gains, they were in fact done because that was the trend at the time.Companies which had specific fine products, like fine writing paper, earned their profitson high margin rather than volume and took no part in Great Merger Movement.[citationneeded] Short-run factorsOne of the major short run factors that sparked in The Great Merger Movement was thedesire to keep prices high. That is, with many firms in a market, supply of the productremains high. During the panic of 1893, the demand declined. When demand for the goodfalls, as illustrated by the classic supply and demand model, prices are driven down. Toavoid this decline in prices, firms found it profitable to collude and manipulate supply tocounter any changes in demand for the good. This type of cooperation led to widespreadhorizontal integration amongst firms of the era. Focusing on mass production allowedfirms to reduce unit costs to a much lower rate. These firms usually were capital-intensive and had high fixed costs. Because new machines were mostly financed throughbonds, interest payments on bonds were high followed by the panic of 1893, yet no firmwas willing to accept quantity reduction during this period. Long-run factorsIn the long run, due to the desire to keep costs low, it was advantageous for firms tomerge and reduce their transportation costs thus producing and transporting from onelocation rather than various sites of different companies as in the past. This resulted inshipment directly to market from this one location. In addition, technological changesprior to the merger movement within companies increased the efficient size of plants withcapital intensive assembly lines allowing for economies of scale. Thus improvedtechnology and transportation were forerunners to the Great Merger Movement. In partdue to competitors as mentioned above, and in part due to the government, however,many of these initially successful mergers were eventually dismantled. The U.S.government passed the Sherman Act in 1890, setting rules against price fixing andmonopolies. Starting in the 1890s with such cases as U.S. versus Addyston Pipe and SteelCo., the courts attacked large companies for strategizing with others or within their owncompanies to maximize profits. Price fixing with competitors created a greater incentivefor companies to unite and merge under one name so that they were not competitorsanymore and technically not price fixing. Cross-border M&AIn a study conducted in 2000 by Lehman Brothers, it was found that, on average, largeM&A deals cause the domestic currency of the target corporation to appreciate by 1%relative to the acquirers. For every $1-billion deal, the currency of the target corporationincreased in value by 0.5%. More specifically, the report found that in the period
immediately after the deal is announced, there is generally a strong upward movement inthe target corporations domestic currency (relative to the acquirers currency). Fifty daysafter the announcement, the target currency is then, on average, 1% stronger.The rise of globalization has exponentially increased the market for cross border M&A.In 1996 alone there were over 2000 cross border transactions worth a total ofapproximately $256 billion. This rapid increase has taken many M&A firms by surprisebecause the majority of them never had to consider acquiring the capabilities or skillsrequired to effectively handle this kind of transaction. In the past, the markets lack ofsignificance and a more strictly national mindset prevented the vast majority of small andmid-sized companies from considering cross border intermediation as an option whichleft M&A firms inexperienced in this field. This same reason also prevented thedevelopment of any extensive academic works on the subject.Due to the complicated nature of cross border M&A, the vast majority of cross borderactions have unsuccessful results. Cross border intermediation has many more levels ofcomplexity to it then regular intermediation seeing as corporate governance, the power ofthe average employee, company regulations, political factors customer expectations, andcountries culture are all crucial factors that could spoil the transaction. However, withthe weak dollar in the U.S. and soft economies in a number of countries around theworld, we are seeing more cross-border bargain hunting as top companies seek to expandtheir global footprint and become more agile at creating high-performing businesses andcultures across national boundaries.Even mergers of companies with headquarters in the same country are very much of thistype (cross-border Mergers). After all,when Boeing acquires McDonnell Douglas, thetwo American companies must integrate operations in dozens of countries around theworld. This is just as true for other supposedly "single country" mergers, such as the $27billion dollar merger of Swiss drug makers Sandoz and Ciba-Geigy (now Novartis). Major M&A in the 1990sTop 10 M&A deals worldwide by value (in mil. USD) from 1990 to 1999: Transaction value (in mil.Rank Year Purchaser Purchased USD) Vodafone Airtouch 1 1999 Mannesmann 183,000 PLC 2 1999 Pfizer Warner-Lambert 90,000
3 1998 Exxon Mobil 77,200 4 1999 Citicorp Travelers Group 73,000 5 1999 SBC Communications Ameritech Corporation 63,000 AirTouch 6 1999 Vodafone Group 60,000 Communications 7 1998 Bell Atlantic GTE 53,360 8 1998 BP Amoco 53,000 9 1999 Qwest Communications US WEST 48,000 10 1997 Worldcom MCI Communications 42,000 Major M&A from 2000 to presentTop 9 M&A deals worldwide by value (in mil. USD) since 2000: Transaction value (inRank Year Purchaser Purchased mil. USD) Fusion: America Online 1 2000 Time Warner 164,747 Inc. (AOL) SmithKline Beecham 2 2000 Glaxo Wellcome Plc. 75,961 Plc. 3 2004 Royal Dutch Petroleum Co. Shell Transport & 74,559
Trading Co 4 2006 AT&T Inc. BellSouth Corporation 72,671 AT&T Broadband & 5 2001 Comcast Corporation 72,041 Internet Svcs 6 2004 Sanofi-Synthelabo SA Aventis SA 60,243 Spin-off: Nortel Networks 7 2000 59,974 Corporation 8 2002 Pfizer Inc. Pharmacia Corporation 59,515 9 2004 JP Morgan Chase & Co Bank One Corp 58,761 See also • Mergers and acquisitions in United Kingdom law • Competition regulator • Control premium • Corporate advisory • Divestiture • Factoring (finance) • Fairness opinion • International Financial Reporting Standards • List of bank mergers in United States • Management control • Merger control • Merger integration • Merger simulation • Second request • Shakeout • Tulane Corporate Law Institute References