1. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 1 - - - - - - - - Chapter 7 - - - - - - - - The Timing of Merger Activity

2. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 2 Common Characteristics of Merger Movements Periods of high economic growth Favorable stock price levels and financial conditions Response to economic, technological, and regulatory changes

3. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 3 Mainly horizontal mergers Major changes in economic infrastructure and production technologies –Transcontinental railroad completion resulting in national economic markets –Use of electricity and increased use of coal and oil products The 1895-1904 Merger Movement (the first movement)

4. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 4 Motivating factors –Economies of scale –Merging for national markets –Professional promoters and underwriters

5. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 5 Success due to "astute business leadership" (Livermore, 1935) –Rapid technological and managerial improvements –Development of new products –Entry into new subdivisions of industry –Promotion of quality brand names –Commercial exploitation of research

6. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 6 Failure (Dewing, 1953) –Failure to modernize plant and equipment –Increase in overhead costs –Lack of flexibility due to large size –Inadequate supply of talent to manage large groups of plants

7. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 7 End of first merger movement –In 1901, merger activity began downturn as some combinations failed to realize gains –In 1903, economy went into recession –In 1904, Supreme Court ruled against Northern Securities, establishing that mergers can be attacked by Section One of the Sherman Act

8. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 8 Combinations in public utilities, banking, food processing, chemicals, mining Motivating factors –Product-extension — IBM, General Foods, Allied Chemical –Market-extension — food retailing, movie theaters, department stores –Vertical mergers — metals, mining, oil The 1922-1929 Merger Movement (the second movement)

9. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 9 Facilitating developments –Transportation — motor vehicles made both buyers and sellers more mobile –Communications — national radio advertising facilitated product differentiation –Merchandising — mass distribution with low profit margins –Increased vertical integration due to advantages from technological economies or from reliability of input supply End of second wave of merges with the onset of a severe economic slowdown in 1929

10. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 10 Conglomerate Merger Movement of the 1960s (the third movement) Decline in relative importance of horizontal and vertical mergers –Changes in the law Clayton Act of 1914, Section 7, had prohibited mergers only for stock transactions Celler-Kefauver Act of 1950 closed asset- purchase loophole

11. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 11 –In 1967-68 when the merger activity peaked Horizontal and vertical mergers declined to 17% Product extension mergers increased to 60% Market extension mergers were negligible Pure conglomerates increased steadily to about 23% of all mergers (or 35% in terms of assets acquired)

12. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 12 Acquiring firm characteristics — small to medium-sized, adopting diversification strategy outside traditional areas of interest Acquired firm characteristics — small to medium-sized, operating in fragmented industries, or on periphery of major industries

13. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 13 Defensive diversification to avoid: –Sales/profit instability –Unfavorable growth prospects –Adverse competitive shifts –Technological obsolescence –Increased uncertainties in acquirer's industry

14. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 14 Examples: –Aerospace industry — wide fluctuations in market demand, large abrupt shifts in product mix, excess capacity aggravated by entry of firms from other industries –Industrial machinery and auto parts — sales instability –Railway equipment, textiles, tobacco, movie distribution — low growth prospects

15. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 15 Other motives –Some mergers reflected personality of chief executive resulting in noncore acquisitions –Some conglomerates were formed to imitate earlier conglomerates that appeared to have achieved high growth and high valuations –Differential price/earnings (P/E) game –No sound conceptual basis — source of sell- offs in later years –Rise of management theory - "good managers can manage anything"

16. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 16 End of conglomerate merger wave –Antitrust laws Congress began to move against conglomerate firms in 1968 Suits filed by the Department of Justice arguing "mutual forebearance" –Punitive tax laws Tax Reform Act of 1969 limited use of convertible debt to finance acquisitions EPS would have to be calculated on a fully diluted basis — as if debt had been converted into common stock –Declining stock prices

17. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 17 The Deal Decade, 1981-1989 (the fourth movement) Motivating forces –Surge in the economy and stock market beginning in mid-1982 –Impact of international competition on mature industries such as steel and auto –Unwinding diversified firms –New industries as a result of new technologies and managerial innovations

18. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 18 Decade of big deals –Ten largest transactions Exceeded $6 billion each Summed to $126.1 billion –Top 10 deals reflected changes in the industry Five involved oil companies — increased price instability resulting from OPEC actions Two involved drug mergers — increased pressure to reduce drug prices Two involved tobacco companies — diversified into food industry

19. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 19 Financial innovations –High yield bonds provided financing for aggressive acquisitions by raiders –Financial buyers Arranged going private transactions Bought segments of diversified firms –"Bustup acquisitions" Buyers would seek firms whose parts as separate entities were worth more than the whole After acquisitions, segments would be divested Proceeds of sales were used to reduce the debt incurred to finance the transaction

20. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 20 Rise of wide range of defensive measures as a result of increased hostile takeovers End of fourth merger wave –Government actions Highly publicized insider trading cases Passage of the Financial Institution Reform, Recovery, and Enforcement Act (FIRREA) in1989 Indictment of Michael Milken and bankruptcy of Drexel Burnham –Development of powerful takeover defenses –Economic recession associated with Gulf War

21. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 21 Strategic Mergers, 1992-2000 Economic trends –Economic recovery after Gulf War –Continued rise in stock prices to new highs –Recovery of junk bond market as other investment banking firms moved in

22. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 22 Major driving forces –Technology Impact of computer and software applications Impact of microwave systems and fiber optics on telecommunications industry Impact of the Internet — creation of new industries and firms, changes in the nature and forms of competitive relationships –Globalization Technological developments in transportation and communications Europe and other regions moving toward common markets

23. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 23 –Deregulation Major deregulations in financial services, telecommunications, energy, airlines, trucking, etc. Massive reorganization of industries –Economic Environment Rising stock prices Rising P/E ratios Low interest rate levels –Method of payment Predominant use of stock-for-stock transactions Less reliance on highly leveraged transactions

24. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 24 –Share repurchases Used as a signal by successful firms with superior revenue growth and favorable cost structures Credible signal of future success, increased returns to shareholders –Stock options Important component of compensation to attract innovative, experienced executives Extended to employees throughout the organization

25. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 25 Megamergers of the nineties –Top ten transactions of all times occurred in 1998 and 1999 –Top ten deals of the nineties totaled about $700 billion –Size of M&As in relation to level of economic activity For period 1993-1999, M&As represented about 12% of GDP In 1999, M&As represented 15% of GDP In the eighties, M&As represented less than 4% of GDP

26. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 26 Timing of Merger Activity Empirical evidence does not support merger waves Generalizations on major merger movements –Each major merger movement reflected some underlying economic and/or technological changes

27. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 27 –Some common financial factors associated with high levels of merger activity Rising stock prices Low interest rates Favorable term structures of interest rates Narrow risk premia

28. ©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 28 International Perspectives M&A activity in other developed countries of the world has been even higher than in the U.S. Underlying factors –Internationalization of markets –Globalization of competition –Antimerger laws and regulations such as in the UK and in EEC tightened in the 1980s, but M&A activity increased due to economic, technological, and regulatory changes