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Merger and Acquisitions
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Amalgamation, Merger, Acquisition and Takeover
Amalgamation is the combination of one or more companies into a new entity. Merger A merger usually involves combining two companies into a single larger company. Acquisition An acquisition is a corporate action in which a company buys most, if not all, of another firm's ownership stakes to assume control of it. An acquisition occurs when a buying company obtains more than 50% ownership in a target company. Takeover Takeover is very similar to an acquisition where one company will purchase another for an agreed sum in cash or number of shares.
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amalgamation Amalgamation occurs when two or more companies are joined to form a third entity or one is absorbed into or blended with another. The effect is to wipe out the merging companies and to fuse them all into the new one created. The new company comes into existence having all the property, rights and powers and subject to all the duties and obligations and the constituent companies.
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amalgamation An amalgamation is distinct from a merger because neither of the combining companies survives as a legal entity; a completely new entity is formed to house the combined assets and liabilities of both companies. Amalgamation typically happens between two or more companies engaged in the same line of business or having some similarity in operations. The companies may combine for diversification of activities or expansion of services. The transferor company, or weaker company, is absorbed into the transferee company, or stronger company, forming an entirely different company.
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Merger A merger usually involves combining two companies into a single larger company. Most mergers unite two existing companies into one newly named company. There are several types of mergers and also several reasons why companies complete mergers. Merger may done through absorption or consolidation In a merger through absorption, two or more companies combine and form one single entity. This entity will be an existing one in which other company gets dissolved. In a merger through consolidation, two or more companies combine and form a new single entity. Mergers and acquisitions are commonly done to expand a company’s reach, expand into new segments, or gain market share. All of these are done to please shareholders and create value.
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Types of Mergers There are five main types of company mergers:
Conglomerate: nothing in common for united companies Horizontal: both companies are in same industry, deal is part of consolidation Market Extension: companies sell same products but compete in different markets Product Extension: add together products that go well together Vertical Merger: two companies that make parts for a finished good combine
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Acquisition An acquisition is quite similar to a takeover, in that, one company will purchase the other; however, it is usually on a pre-planned and orderly manner in which both parties strongly agree if beneficial to both firms. In an acquisition, the company that acquires the target will be entitled to all the target company’s assets, properties, equipment, offices, patents, trademarks etc. The acquirer will either pay in cash to acquire the firm or provide shares in the acquirer’s firm as compensation. In most cases, after the acquisition is complete the target company will not exist, and would have been swallowed up by the acquirer and will operate as an indistinguishable part of the larger acquirer firm. In other instances, the target may also operate as a separate unit under the larger firm.
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Types of acquisition Stock acquisition
The acquirer buys the target's stock of from the selling shareholders. In a stock sale, the sellers are the target's shareholders (which may be a corporate entity). The buyer will take on the company with all its assets and liabilities.
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Takeover Takeover is very similar to an acquisition where one company will purchase another for an agreed sum in cash or number of shares. The important point to note is that, as the term suggests, a takeover will most probably be a hostile and unfriendly action in which one company acquires enough shares of another (more than 50%) so that the acquirer is able to take over the operations of the target company. A takeover may also be a friendly one, in which the company that wishes to acquire the target may take an offer to the board of directors who may (in a friendly takeover) accept the offer if it seems beneficial to the future operations of the target company.
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Difference between merger and acquisition
In simple terms, A merger involves the mutual decision of two companies to combine and become one entity; it can be seen as a decision made by two "equals", whereas an acquisition or takeover on the other hand, is characterized the purchase of a smaller company by a much larger one. This combination of "unequals" can produce the same benefits as a merger, but it does not necessarily have to be a mutual decision. A typical merger, in other words, involves two relatively equal companies, which combine to become one legal entity with the goal of producing a company that is worth more than the sum of its parts. In a merger of two corporations, the shareholders usually have their shares in the old company exchanged for an equal number of shares in the merged entity. In an acquisition, the acquiring firm usually offers a cash price per share to the target firm’s shareholders or the acquiring firm's share's to the shareholders of the target firm according to a specified conversion ratio. Either way, the purchasing company essentially finances the purchase of the target company, buying it outright for its shareholders
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reasons Reasons for merger or acquisitions To expand new markets
acquire new technology reduce competition. Helps organizations become more efficient, profitable and powerful.
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Issues to deal with Issues to deal with Legal Financial Human resource
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HR issues in merger and acquisition
Identifying and communicating the reasons for the M&A to employees. Often employees see change as dislocating and upsetting. HR must communicate effectively and openly with all employees throughout the transition. Specifically, HR must communicate with employees about the necessity for the change, explain how the change will benefit them, and manage the stresses that accompany change. Forming an M&A team and choosing and coaching an M&A leader. The team leader must focus solely on the M&A rather than be involved in running the business, be sensitive to cultural differences, lead the change process, and retain and motivate key employees.
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HR issues in merger and acquisition
Assessing the corporate cultures. One company may be driven by a sales mentality while another may be focused on innovation. Or decisions in one company may be top down while the other may be used to more participative decision making. HR must anticipate cultural challenges and take steps to integrate the two cultures. Deciding who stays and who goes. HR must determine the new organizational structure, and retain and motivate key talent. Comparing benefits, compensation and union contracts and deciding on HR policies and practices.
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Role of HR Managing company culture
Human resources helps determine if the cultures of the two companies that are becoming one through a merger or acquisition are compatible. (working culture, behavioral culture) Managing employment benefits Assessing the employment benefits from long term perspective
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Role of HR Managing fears and concern of employees
People often fear change, and a merger or acquisition creates uncertainty and change for employees both of the purchasing company and the purchased company. Human resources in both companies help smooth out the transition for employees, helping calm any fears as well as answering questions about how the merger or acquisition affects each employee individually. Managing changing roles and structure When one company merges with or acquires another, some changes to both organizations may occur, such as eliminating redundant positions or combining teams and departments. The process of altering the two organizations so they work together as one can take months to complete, and human resources plays a vital role in the changes.
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Role of HR Culture assimilation
Harmonization of compensation and benefits Employee restructuring Employee communication
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