Business Combination Include Mergers, acquisition, Joint Ventures etc.

1. Business Combination
Manish Kumar
Assistant Professor

2. Business Combination
• If a company or a partnership is described as a simple association of persons
formed for definite purposes, the combinations could well be called
compound association of persons.
• To Combine is simply to become one of the parts of a whole and a
combination is merely a union of persons, to make a whole or group for the
prosecution of some common purposes.

3. Causes of business combination
• Destructive competition
• Joint stock enterprises
• Individual ability
• Business cycles
• Government pressure
• Economies of scale
• Control of market
• Lust for power
• Protective tariffs

4. Benefits of Business Combinations
• To provide benefit of the formation of joint stock companies.
• To provide possibilities of new business.
• To fulfil dream of business man
• To ensure efficient management
• To face the marketing problem of international market.
• To use possible modern technology
• To ensure benefits from foreign intelligence.

5. Types of combination
Horizontal
Vertical
Lateral

6. Horizontal combinations
• Horizontal or parallel combination is one in which the units combined carry
on the same trade or pursue the same productive activity.

7. Advantages of horizontal combination
• Large scale production in management, marketing and finance.
• It can secure the services of experts whom one concern by itself cannot appoint.
• Research sharing.
• Absence of competition.
• Safeguard their legitimate trade interests.
• Exert combined influence and may even dictate terms to the producers of raw
material and other articles required by them.
• It can also offer a united front to safeguard their legitimate trade interests.

8. Disadvantages of Horizontal combination
• It may not be assured of a regular supply of raw material and other products
required by it from other sources
• There is no guarantee of market of its product.
• It may have a trial of strength in regard to dictation of terms to producers
of raw materials and other artciles

9. Vertical Combination
• It is also known as sequence or industry or process integration. It arises as a
result of integration of those business enterprises which are engaged in
different stage of production of a product.

10. Advantages of vertical combination
• It rings about economies of storage, selling, buying and transportation
• It secures certain technical economies by linking up successive stages of production
• It protects itself against unfavourable reaction of different independent firms and this
safeguards its interest by being free from any controlling force.
• It eliminates middleman’s profit, reduces the costs of marketing and advertisement, lessens
the chances of overproduction, provides opportunities for expansion and thus increases its
total output at a lower cost per unit
• It may become such a self-contained economic unit and carry business in such a way that it
may remain unfaceted by cycles of depression and prosperity, and give a constantly regular
dividend

11. Disadvantages of vertical combination
• It puts serious strain on the management and financial aspects of the business and it
is frequently obstructed by lack of capital, lack of a thorough knowledge of the
technique at its different stages of production and marketing.
• It has the possibility of suffering a great shock if any dislocation occurs in any stage
or process of its productive chain. The whole economy in that case becomes almost
out of gear.
• It cannot avoid competition with other firms working on the same plane.
• It can seldom obtain the economies of large-scale operations, because it does not
directly lead to concentration of the combining units the productive activity of
which is different in nature.

12. Lateral combination
• The term lateral integration was intended to describe horizontal integration
between firms making different products but where there was some
connection either in production techniques or the finished product itself.
Hence, an entertainment corporation may wish to go into the travel and
hotel industry.

13. Types of lateral combination
Circular
Diagonal
Divergent
Convergent

14. Convergent lateral combination
• Convergent lateral combination is brought about when various firms joint
with a major firm to supply its requirements of raw materials or basic
materials. Thus, the different types of products manufactured by the
combining units become the raw materials of a single firm which can be
regarded as the centre of nucleus of a combination of this kind.
• Example Paper Mill

15. Divergent Lateral Combination
• Divergent lateral integration or combination takes place a major firm
supplies its product to the other combining firms which use it as their raw
material. Thus, the product of one firm becomes the raw material of many
other firms. This will happen where a number of products can be
manufactured from a material produced by a firm.
• Example Steel Mill

16. Diagonal Combination
• It means integration of a main activity or process with ancillary activities and
services. Diagonal integration takes place when a unit providing essential
auxiliary goods and services to an industry is combined with a unit operating
in the main line of production. In such a case the goods and services
required for the main process of production will be provided inside the
organisation itself.

17. Circular Integration
• When a firms belongings to different industries and producing altogether
different products together under the banner of a central agency, it is
referred to as a mixed or circular combination. None of the features of the
other types of combinations are found in this type.

18. Forms of business combination
Consolidations
Federations
Associations

19. Associations
• These are voluntary organizations of traders and businessmen formed to
protect and promote their common interests through collective efforts.
• They act as self-regulators of trading policies and practices. They act as
spokesperson of commercial interests in representation to the government
on all vital matters affecting trade.

20. Types of Associations
• Trade Associations: Trade association may be defined as voluntary
organization for mutual protection or advantage of independent enterprise
producing or distributing similar goods and services. It is an organization
formed to promote the mutual interests of individuals or companies engaged
in the same kind of business.
• Chamber of commerce: It is an association of merchants, financiers,
manufacturers and others engaged in business in a particular locality or
region for promoting the general commercial interests of all members.

21. Federations
• It means association of firms engaged in the same business with a
formalized agreement to follow certain policies in common so as to reduce
the intensity of wasteful competition in the respective business line. It is, in
other words, an alliance of competing firms into a federal framework.

22. Types of federation
• Pools: it is a horizontal type of combination intended to regulate the market price
by collective agreement on factors that influences the price. It is a federal union of
competing units handling the same business created and operated in accordance
with a specific agreement for mutual benefit.
• Cartels: A cartel is an association of independent firms agreeing amongst
themselves to regulate their output, decide the market, centralize the sales and
determine common pricing policies that would be of maximum benefit to all the
members. Its members are engaged in the same types of business and nece it is
formed primarily to root-out or limit the inter-firm competition in the particular line
of business.

23. Consolidation
Partial
Consolidation Complete
COnsolidation

24. Partial Consolidation
• It means coming together of firms under formalised common ownership
and control while retaining their separate entity.
Community
of interest
Holding
Companies
Trust

25. Complete Consolidation
• It occurs when two or more concerns combine to transfer their assets and
liabilities to new company or when one company absorbs another’s concern
by outright purchase of its business. Complete consolidation thus means end
of separate identity of constituent units and their amalgamation into a single
unit.
Merger Amalgamation

26. Merger
• It means formation of a new company to take over the assets and liabilities
of two or more existing companies. All the constituents companies lose their
separate identity and their members get allotment of shares in the new
company.

27. Reason for merger
• Economies of scale
• Operating economies
• Synergy
• Growth
• Diversification
• Utilization of tax shield
• Increase in value
• Elimination of competition
• Better financial plannning

28. Types of Merger
• Horizontal merger: It takes place when there is a combination of two or
more organizations in the same business, or of organizations engaged in
certain aspects of the production or marketing process.
• Vertical Merger: It takes place when there is a combination of tow or more
organizations, not necessarily in the same business, which create
complementary, either in terms of customer functions, customer groups, or
the alternative technologies used.

29. Types of Merger
• Concentric Mergers: Concentric mergers take place when there is a combination of
two or more organizations unrelated to each other, either in terms of customer
functions, customer groups, or alternative technologies used.
• Conglomerate Mergers: It takes place when there is a combination of two or more
organizations unrelated to each other, either in terms of customer functions,
customer groups, or alternative technologies used.
• Reverse Mergers: It is also known as back door listing is a financial transaction that
results in a privately held company becoming a publicly held company without
going the traditional route of filling a prospectus and undertaking an initial public
offering.

30. Important issues in merger
Strategic
issues
Financial
issues
Managerial
issues
Legal
issues

31. Strategic issues
• It relate to the commonality of strategic interests between the buyers and the
seller firms.
• It is important to consider the extent to which a merger may lead to positive
synergistic effects.
• For this, the strategic advantages and distinctive competencies of the
merging firms have to be analysed.
• Besides these, there has to be a match between the objectives of the firms.

32. Financial issues
• Financial issues relate to the valuation of the seller firm and the sources of
financing for mergers to take place.
• Valuation involves assessing the value of the seller firm.
• The other major financial consideration is the source of financing.

33. Managerial issues
• Managerial issues in mergers relate to problems of managing firms after the
merger has taken place.
• It is important to note that the perception of how the management will take
place after a merger also matters and affects the process of the merger itself.

34. Legal issues
• Legal issues in mergers relate to the provisions made in law for the purpose
of mergers. In India, the provision relating to mergers and amalgamation,
and other schemes

35. ADVANTAGES OF MERGER
• Economies of scale
• International competition
• Mergers may allow greater investment in R & D
• Greater efficiency

36. Disadvantages of Merger
• Integration difficulties
• Inadequate evaluation of target
• Large debt burden
• Inability to achieve synergy
• Too much diversification
• Too large

37. Acquisition and takeover
• In this one company absorbs another company or companies. The absorbing
company takes over the assets of the absorbed company and often assumes
its liabilities. The identity of the absorbed company is lost since its assets
from the property of the absorbing company. The shareholders of the
absorbed company are compensated in form of cash, shares in the absorbing
company, etc. takeover is a hostile activity where the acquisition is a friendly
takeover.

38. Reasons for acquisition
• Increased market power
• Overcoming entry barriers
• Cost of new products development and increased speed to market
• Adequate and easy terms working capital
• Access to resourceful management
• Re-shaping the firm’s competitive scope
• Learning and developing new capabilities

39. Types of acquisition
Hostile
Acquisition
Back Flip
Acquisition
Reverse
Acquisition
Friendly
Acquisition

40. Advantages of acquisition
• Assets Acquisitions
• Gain experience and assets
• Excite the shareholders
• Reducing costs and overheads
• Accessing funds or valuable assets for new development

41. Disadvantages of acquisition
• Cost
• Employee retention
• Productivity
• Letter of intent
• Duplication

42. Merger Acquisition
Definition
Merger is considered to be a process when
two or more companies come together to
expand their business operations.
An acquisition occurs when one company
or corporation takes control of another
company and rules all its business
operations.
Terms They are considered as amicable. They are considered as hostile.
Stocks New stocks are issued. No new stocks are issued.
Companies The companies of same size join hands
together.
The larger companies acquire smaller
companies.
Power Both the companies are treated as equal.
The company that is stronger gets the
power.
Challenges
The two companies of same size combine
to increase their strength and financial gains
along with breaking the trade barriers.
The two companies of different sizes come
together to combat the challenges of
downturn.

43. Problems in Business Combination
• Slow industrial progress
• Evils of large-scale business
• Disadvantages of rationalization
• Uneven distribution of income
• Difficult entrance of new businessman
• Exploitation of consumers
• Weak managerial control
• Lack of responsibility and initiative
• Increased risk