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4/22/2017 1
Acquisition
Hanisha A. Akoliya
(01)
Acquisition
 An Acquisition may be an act of acquiring
effective control by one company over
assets or management of another company
without any combination of companies….
4/22/2017 2
WHY IS IMPORTANT
i. Increased market share.
ii. Increased speed to market
iii. Lower risk comparing to develop new
products.
iv. Increased diversification
v. Avoid excessive competition
4/22/2017 3
PROBLEM WITH
ACQUISITION
i. Inadequate valuation of target.
ii. Inability to achieve synergy.
iii. Finance by taking huge debt.
4/22/2017 4
Acquisition
4/22/2017 5
How Companies Can Work
Together
 Acquisition: acquired company becomes
subsidiary of purchasing company.
◦ Most permanent
◦ Eliminates governance and economic
fairness issues
◦ Forms of acquisitions
 Merger
 Stock acquisition
 Asset acquisition
4/22/2017 6
Forms of acquisitions
4/22/2017 7
 Merger: two companies legally become one
 All assets and liabilities being merged out
of existence become assets and liabilities
of surviving company.
 Stock acquisition: acquired company
becomes subsidiary of acquiring company.
 Asset acquisition: assets but not liabilities
become assets of acquiring firm.
Taxes and Acquisitions
• If it is a taxable acquisition, selling
shareholders need to figure their cost basis
and pay taxes on any capital gains.
• If it is not a taxable event, shareholders are
deemed to have exchanged their old shares
for new ones of equivalent value.
4/22/2017 8
Evidence on Acquisitions
• Shareholders of target companies tend to
earn excess returns in a merger:
– Shareholders of target companies gain
more in a tender offer than in a straight
merger.
– Target firm managers have a tendency to
oppose mergers, thus driving up the
tender price.
4/22/2017 9
Reasons for Acquisitions
 Increased market power
 To increase market power firms use
 Overcoming entry barriers into
 Cost of new product development and
increased speed to market
 Lower risk compared to developing new
products
 Reshaping firm’s competitive scope
 Learning and developing new capabilities
4/22/2017 10
4/22/2017 11

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Acquisition

  • 2. Acquisition  An Acquisition may be an act of acquiring effective control by one company over assets or management of another company without any combination of companies…. 4/22/2017 2
  • 3. WHY IS IMPORTANT i. Increased market share. ii. Increased speed to market iii. Lower risk comparing to develop new products. iv. Increased diversification v. Avoid excessive competition 4/22/2017 3
  • 4. PROBLEM WITH ACQUISITION i. Inadequate valuation of target. ii. Inability to achieve synergy. iii. Finance by taking huge debt. 4/22/2017 4
  • 6. How Companies Can Work Together  Acquisition: acquired company becomes subsidiary of purchasing company. ◦ Most permanent ◦ Eliminates governance and economic fairness issues ◦ Forms of acquisitions  Merger  Stock acquisition  Asset acquisition 4/22/2017 6
  • 7. Forms of acquisitions 4/22/2017 7  Merger: two companies legally become one  All assets and liabilities being merged out of existence become assets and liabilities of surviving company.  Stock acquisition: acquired company becomes subsidiary of acquiring company.  Asset acquisition: assets but not liabilities become assets of acquiring firm.
  • 8. Taxes and Acquisitions • If it is a taxable acquisition, selling shareholders need to figure their cost basis and pay taxes on any capital gains. • If it is not a taxable event, shareholders are deemed to have exchanged their old shares for new ones of equivalent value. 4/22/2017 8
  • 9. Evidence on Acquisitions • Shareholders of target companies tend to earn excess returns in a merger: – Shareholders of target companies gain more in a tender offer than in a straight merger. – Target firm managers have a tendency to oppose mergers, thus driving up the tender price. 4/22/2017 9
  • 10. Reasons for Acquisitions  Increased market power  To increase market power firms use  Overcoming entry barriers into  Cost of new product development and increased speed to market  Lower risk compared to developing new products  Reshaping firm’s competitive scope  Learning and developing new capabilities 4/22/2017 10