Mergers and Acquisitions (M&A) have always assisted in nursing corporate health and growth pattern of developing and developed countries just taking out sickness in industries, the concept of mergers and acquisitions have played a truly crucial and pivotal role in shaping the business and have been part of international business in recent times.
Mergers and acquisitions (M&A) have always been an interesting area to study. As we know all our daily newspapers are filled with cases of mergers, acquisitions, spin-offs, tender offers, & other forms of corporate restructuring. It have been stated that mergers and acquisitions account consist of 78% of all foreign direct investment, with 97% of that being acquisitions. Van Marrewijk (2006, pg 294)
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The year 2007 had undoubtedly been landmark of the year for Indian corporate buisness with respect to recession taking toll of many Indian business. With passage of time ,the Tata announced the acquisition Corus , a US$ 12.2 billion deal . India industries has not looked back since. The continued growth in the Indian economy and investment and operating climate has resulted in improved health and growth appetite for Indian compines.
What are Mergers and Acquisitions?
Mergers and acquisitions are arguably the most popular and influential form of discretionary business investment (De Witt & Meyer, 1998).In simple terms merger is the combination of the assets and liabilities of two companies, mainly of similar size, into one business entity.
The term ‘acquisition’ is used when the assets and liabilities of a smaller company is purchased by a larger one by paying shares, cash or other assets to the target company’s shareholders. When there is a merger between two similar sized firms, the shares are exchanged and one firm issues new stock to the other in an agreed ratio. The value of two firms before and after a merger is the same when you exclude the synergies resulting from it, considering that the valuation of the shares and the exchange ratio has been correctly formulated. Target firm’s shareholders are normally paid a premium, which means that the exchange rate is skewed.
Merger Waves in the 19th, 20th and 21st Centuries, Martin Lipton, York University
September 14, 2006
Overview of M&A Waves
A merger wave is an intense period of merger activity in a particular sector or industry and last from a short period to a long time partly depending on the performance of the market and the participating companies. In his paper released on September 14, 2006 “Merger Waves in the 19th, 20th and 21st Centuries”, Martin Lipton of York University talk about merger waves – “Economists and historians refer to five waves of mergers in the U.S. starting in the 1890s. As I said, I believe a sixth wave started three years ago. The starting date and duration of each of these waves are not specific, although the ending dates for those that ended in wars or financial disasters, like the 1929 crash or the bursting of the Millennium Bubble, are more definite. Indeed, it could be argued that mergers are an integral part of market capitalism and we have had a continuous wave of merger activity that has ebbed and flowed since the evolution of the industrial economy in the latter part of the 19th Century, with interruptions when fundamental forces turned exogenous merger factors negative.” The merger activity needs to show a pattern in which the peak year had “a greater than 100 percent increase from the first year followed by a decline in acquisition activity of greater than 50 percent from the peak year” to qualify as a wave. In some industries the waves were as long as six years.
Lets us see the five merger waves below:
First Period – 1893 to 1904 “Merger for Monoploy”- This was the time of the major horizontal mergers creating the principal steel, telephone, oil, mining, railroad and other giants of the basic manufacturing and transportation industries in the U.S. The Panics of 1904 and 1907, a U.S. Supreme Court decision in 1904 making the recently enacted antitrust laws applicable to horizontal mergers, and then the First World War are pointed to as the causes of the end of the first wave, which some view as continuing beyond 1904.”
Second Period – 1919 to 1929 “Merger for Oligopoly”- This period saw further consolidation in the industries that were the subject of the first wave and a very significant increase in vertical integration. The major automobile manufacturers emerged in this period. Ford, for example, was integrated from the finished car back through steel mills, railroads and ore boats to the iron and coal mines. The 1929 Crash and the Great Depression ended this wave.”
Third Period- 1955 to 1969-73 “Conglomerate merger”- This was the period in which the conglomerate concept took hold of American management. Major conglomerates like IT&T (Harold Geneen), LTV (Jimmy Ling), Teledyne (Henry Singleton) and Litton (Tex Thornton) were created. Messrs. Geneen, Ling, Singleton and Thornton were viewed as visionaries and heroes of the new concept of business organization. Many major established companies accepted the concept and diversified into new industries and areas. The conglomerate stocks crashed in 1969-70 and the diversified companies never achieved the benefits thought to be derived from diversification.”
Fourth Period – 1974-80 to 1989 “The Megamerger”- Generally referred to as the merger wave, or takeover wave, of the 1980s and frequently said to be the period from 1984 to 1989. However, its antecedents reach back to 1974 when the first major-company hostile bid was made by Morgan Stanley on behalf of Inco (the same Inco that has been involved in the four-way takeover struggle that has now ended with its takeover by Vale) seeking to take over ESB. This successful hostile bid opened the door for the major investment banks to make hostile takeover bids on behalf of raiders. In addition to hostile bids, this period was noted for junk bond financing and steadily increasing volume and size of LBOs. In Europe in the latter half of the 1980s companies sought to prepare for the Common Market through cross-border horizontal mergers. In the U.S. this was the period that saw corporate raiders like Boone Pickens run rampant with two-tier, front-end-loaded, boot-strap, bust-up, junk-bond, hostile tender offers until the playing field was leveled by the poison pill in the mid-1980s. However, even after the poison pill, merger activity increased through the latter part of the 1980s, pausing for only a few months after the October 1987 stock market crash. It ended in 1989-90 with the $25 billion RJR Nabisco LBO and the collapse of the junk bond market, along with the collapse of the savings and loan banks and the serious loan portfolio and capital problems of the commercial banks.”
Fifth Period – 1993 to 2000 “Strategic Restructuring” – “This was the era of the mega-deal. It ended with the bursting of the Millennium Bubble and the great scandals, like Enron, which gave rise to the revolution in corporate governance that is continuing today. During the fifth wave companies of unprecedented size and global sweep were created on the assumption that size matters, a belief bolstered by market leaders’ premium stock-market valuations. High stock prices simultaneously emboldened companies and pressured them to do deals to maintain heady trading multiples. A global view of competition, in which companies often find that they must be big to compete, and a relatively restrained antitrust environment led to once-unthinkable combinations, such as the mergers of Citibank and Travelers, Chrysler and Daimler Benz, Exxon and Mobil, Boeing and McDonnell Douglas, AOL and Time Warner, and Vodafone and Mannesmann. From a modest $342 billion of deals in 1992, the worldwide volume of mergers marched steadily upward to $3.3 trillion worldwide in 2000. Nine of the ten largest deals in history all took place in the three-year period 1998-2000, with the tenth in 2006. Most of the 1990s deals were strategic negotiated deals and a major part were stock deals. The buzzwords for opening of merger discussions were, “would you be interested in discussing a merger of equals.” While few if any deals are true mergers of equals, the sobriquet goes a long way to soothe the egos of the management of the acquired company. The year 2000 started with the announcement of the record-setting $165 billion merger of Time Warner and AOL. However, after a five-year burst of telecommunications, media and technology (TMT) mergers, there was a dramatic slowdown in the TMT sector, as well as in all mergers. It started with the collapse of the Internet stocks at the end of the first quarter followed by the earnings and financing problems of the telecoms. While merger activity in 2000 exceeded 1999 by a small amount by the end of the year, the bubble had burst. The NASDAQ was down more than 50% from its high, many TMT stocks were down more than 50% (some as much as 98%), the junk bond market was almost nonexistent, banks tightened their lending standards and merger announcements were not well received in the equity markets. So ended the fifth wave, with merger activity in 2001 half of what it was in 2000. To my surprise (and I think to the surprise of most) the sixth wave started just three years later.” The sixth period of merger wave is what Lipton believes started in 2003.
Sixth Period: “From a low of $1.2 trillion in 2002 the pace of merger activity has increased to what appears will be a total of $3.4 trillion by the end of 2006. Among the principal factors are globalization, encouragement by the governments of some countries (for example, France, Italy and Russia) to create strong national or global champions, the rise in commodity prices, the availability of low-interest financing, hedge fund and other shareholder activism and the tremendous growth of private equity funds with a concomitant increase in management-led buyouts.”
CROSS BORDER MERGERS & ACQUISITIONS – GLOBAL SENARIO
Globalisation is a key feature of the new competitive landscape within which the mergers and acquisitions frenzy is taking place. . Globalization has spurred an unprecedented surge in cross-border merger and acquisition activity. (Child J.et al, 2001).
Cross border M&As have become a fundamental characteristic of the global business landscape. Cross-border M&As are one mode of entry for foreign direct investors to host economies. The ownership advantage,location advantage and internalization advantage, factors such as the search for market power, efficiency gains through synergies, size, diversification, and financial motivations affect the decision of firms to undertake cross-border M&As. Organizations which aspire to expand across geographies are funding their cross-border acquisitions through a mix of local and foreign financing. According to World Bank statistics, new capital raised through corporate securities offerings and loans from international bank syndicates totalled US $400 billion in 2006, a threefold increase from 2003. Multi-national companies based in developing countries made more than 700 cross-border M&A purchases in 2006, up from just 11 such deals in 1987. These developments have put some of these companies on par with large companies from developed countries. As many developing-country governments have eased their policies toward capital outflows their companies have expanded their operations abroad. 15000 multinational corporations have their presence in developing countries. Cross border M&A activity was one of the primary reasons for increasing FDI outflows from developing countries. The total cross-border M&A activity from the developing countries was valued at $80 billion in 2007, up from $75 billion in 2006. The activity was across sectors with service sector contributed about 60% of the total activity.
M&A ACTIVITY IN INDIA
Indian M&A activity totaled US$19.8 billion in FY08 as compared to US$33.1 billion in FY07. The decline in M&A activity was in line with the global activity. The average size of deals in FY08 was US$23.4 million; far lower than that of US$70.5 million in FY 07. Cross-border M&A totaled US$8.2 billion in FY08 after declining of 56.3% from the previous year, where the total cross-border M&A was US$18.7 billion. The sector which witnessed highest decline (97.6%) in M&A activity was the telecommunication sector due to the base effect of acquisition of Hutchison by Vodafone in FY07. Followed by telecommunications sector was the healthcare sector; declining 72.3% in FY08 again due to the base effect of US$1 billion acquisition of Matrix Laboratories in FY07. Financials sector was the third sector to experience decline in the M&A activity.
Trends & Patterns of Indian acquisitions abroad
M&A activity has seen phenomenal rise in India in the past few years and some patterns are discernible in this mass of financial transactions.India has passed several milestones and come a long way from overseas investments of about $0.7 billion in 2000-01 to $2.7 billion in 2005-06 and finally to $11 billion in 2006-07.
Save a slight lull in cross-border deals in 2000-2002,M&A has only been rising in India. The number of overseas acquisitions was 38 in 2003 and rose to 177 in 2006. The first six months of 2007 saw a whopping 123 transactions. The value of outflows has increased from $649 million in 2003 to $32.9 billion in 2007. The value of overseas acquisitions by Indian firms far exceeded the value of foreign firms’ acquisitions in India for the first time in 2006. The African nations have especially opened up their economies to FDI flows from India hoping that the funds transfer; knowledge transfer and skill development will give their nearly stagnant economies a much needed boost.
The Indian services sector was the first entrant to the area of overseas M&A and later the primary & manufacturing sectors ventured into it. However, eventually the manufacturing sector surpassed the services sector both in terms of number of transactions and value of transactions with overseas acquisitions in the services sector rising 2-3 times as compared to 5-22 times increase in the manufacturing sector in the period 2001-2007
According to Jankowitz (1991) have given more emphasises on the importance of the literature review by stressing that ‘knowledge does not exist in a vacuum and your work only help in relation to others’. He describes the literature review as providing a theoretical framework and condition for the project.
An attempt has been made in the present paper to understand the motives and implications of the Merger-wave in the second half of the nineties. The analysis has been conducted in a comparative perspective by classifying the Acquiring firms into two categories in terms of ownership, namely, Indian owned and foreign owned. The paper is divided into seven sections
- iii) Policy-shift regarding M&As during the 1990s
- iv) Impact of M&As on the performance of Acquiring firms,
- v) Source of financing and some plausible issues for corporate governance
Section I: Theories on Motives and Implications of M&As
According to Cantwell and Santangelo 2002 the theories on M&As have been spreaded over the vast terrains of industrial organisation, financial, economic and international business studies. Thus researcher has been pointed out that the trends of M&As can be theoretically traced back to particular motives for M&As emphasized by industrial organization theories that is market power and defensive reactions, the financial economic literature that is managerial ego and international business research which is access to markets or technologies.
We have classify these theories into four categories, namely, i) Mergers as efficiency enhancing measures: Mergers can lead to increased efficiencies. Such efficiencies and cost savings can flow from economies of scale and scope possible in the larger post-Merger operations, greater control over key inputs, product rationalisation, combining marketing, advertisement and distribution, or from cutting down overlapping Research and Development (Ansoff and Weston 1962. International M&As may be regarded as a new cross-border strategy that aims at increasing corporate global competitiveness by pursuing related diversification and by integrating affiliates into a global network (Cantwell & Santangelo 2002). Schemalensee (1987) argued that the cost-reducing effect of a particular proposed Merger might probably outweigh its collusion-enhancing effects. Sanjaya Lall rightly questions whether the positive economic effects that cross-border Acquisitions can have outweigh the concerns they arouse (Lall, 2002). ii)Mergers as enhancing concentration and monopoly: The immediate effect of a Merger is to increase the degree of concentration as it reduces the number of firms. Another effect of Mergers on 8competition is on the generation of barriers to entry. Artificial barriers can be raised or strengthened, if the Merger results in a strengthening of product differentiation through legal rights in designs, patents and knowhow. Williamson (1968) argued that a small efficiency gain would generally be offset by a large increase in market power, which creates a situation that sets prices above the competitive levels. Further, the motives behind transnational or cross-border Acquisitions differ from those, which drive purely domestic Acquisitions. An Acquiring firm might decide to go in for international Merger in order to take advantage of cheap raw materials and labour, to capture profits from exchange rates, or to invest its surplus cash (Weston et al. 1996). The entry and subsequent activities of Multinational firms affect the structure of markets for goods and services in host countries in several different ways. Numerous studies for individual ‘developing’ countries as well as ‘developed’ economies indicate a positive association between TNC activities and the concentration of producers in host country industries (UNCTAD 1997: 137). Some qualifications and exceptions have also been pointed out about this trend. ‘Greenfield investment’ in new production facilities adds to the number of firms engaged in the production of a good or service and it might reduce or at least, leave unchanged the concentration of producers in an industry. In contrast, “FDI-entry through a Merger or Acquisition would increase the concentration of producers if a Merger or Take-over results in increased sales for the newly created foreign affiliates; or leave it unchanged, if its size is the same as that of the incumbent firm acquired”(UNCTAD 1997: 141).
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The actual impact of an Acquisition on competition depends upon the marketing strategies of TNCs, as well as on industry and country-specific circumstances (Dunning 1993). The risk that CB M&As may reduce competition tends to be greater in those industries in which shrinking demand and 9 excess capacity are important motivations for M&As and in countries in which competition policy does not exist or where its implementation is weak (Zhan & Ozawa 2001: 61). In sum, M&As as concentration enhancing and building oligopolistic market power is a rather familiar view in studies on Mergers internationally. iii) Mergers as driven by macro-economic changes: M&As areundertaken to compensate for instabilities such as wide fluctuations in demand and product mix, excess capacities related to slow sales growth and declining profit margins and technological shocks (Post 1994; Weston et al. 1996). Firms may pursue M&As for the sole reason of growing in size as size more than profitability or relative efficiency is considered to be the effective barrier against Takeovers (Singh 1975; 1992). It is also argued that the development of an active market for corporate control may encourage managers to ’empire build’, not only to increase their monopoly power but also to progressively shield themselves from Takeover by becoming larger (Singh 2003). What is referred to herein is the defensive tactics of firms in a ‘developing’ country like India. While there are firm-specific motives for undertaking CB M&As, there are also economic forces that have acted to encourage the CB M&As, such as the economic integration of the European Union (EU) and NAFTA represented by the creation of a common market (Caves1991;UNCTAD 1997). Macro-economic changes become the context or provide opportunities for M&As. Mergers may also be resorted to as defensive measures in response to major policy-shifts. iv) Mergers as driven by financial motives: Firms adopt M&As as a route to growth whenever alternative investment opportunities for financing corporate expansion in specific environments are less attractive. Availability of capital to finance Acquisitions and innovations in financial markets such as junk-bonds can also be among the reasons 10 for cross-border Mergers (Sudersanam 1995). The valuation differences of the share prices or economic disturbances lead to Acquisitions of firms that are low-valued from the viewpoint of outsiders (Gort 1969).
Lower interest rates also lead to more Acquisitions, as Acquiring firms rely heavily on borrowed funds (Melicher et al 1983). It is also argued that the under-valuation of the dollar vis-a-vis pound and yen in the early eighties had resulted in some very substantial Acquisitions of assets in the United States by British and Japanese firms (Dunning 1993). The currency devaluations in the risis-affected countries as well as falling property prices reduced the foreign-currency costs of acquiring fixed assets in those countries and it has provided a golden opportunity for TNCs to enter their local markets (Zhan & Ozawa, 2001). Our own earlier study (Beena 2001) clearly pointed out how financial motives had a crucial role in M&As during the first half of the decade of liberalisation. The study argued that among the motives for Mergers, in many cases, could have been the desire to improve the financial position of the firm through a viable capital structure and the desire of firms to exploit the opportunity provided by the initial post-liberalization buoyancy in the Indian stock market. It should not be surprising if in latest phase of contemporary finance capitalism, financial motives are also the major determinants of M&As in our country. Paul Sweezy (1994: 249) had spoken of the enormous growth of a “financial superstructure” atop the real productive base of the world economy [over the last three decades]. However, the linkages between a huge financial superstructure of the global capitalist economy and the financial motives of M&As in India is not so apparent and would need further exploration. Our classification of the four categories of theorisations on M&As throw light on one or the other aspect of the phenomenon. Each of them is true in its own right. However, it is context-specific studies that could substantiate the validity of each of these arguments.
Motivation of cross-border acquisition
There are four main reasons for Indian firms to have engaged in crossborder acquisitions, (see Acceenture, 2006). These include the need to enter new markets to maintain the current level of growth, to get closer to global customers to easily achieve market share and customer base via mergers compared to starting up new firms in foreign countries. Further, crossborder acquisitions help Indian firms to gain easier access to targets’ resources. Since 1995 over 60 percent of Indian M&As took place in Europe and North America; in the 2000-2006 period US firms followed by UK firms were the major target of 9 Indian acquirers. These developed markets were attractive due to their large customer base,advanced legal system, knowledge foundation, and sophisticated technologies. More importantly, acquisitions often prove to be the only way for Indian companies to be able to begin competing in these markets, due to the high level of existing competition in developed countries. However, to a lesser degree, Indian firms have also acquired firms in less developed countries. These deals are profitable because of high demand for foreign investment in some of these economies. These deals have also provided the Indian firms with access to resources
Many Indian firms participate in crossborder M&As to expand their overall technical capabilities and to update their existing knowledge base. In most cases, the knowledge and technical expertise earned abroad can help the acquirers in improving their productivity in the domestic Indian market as well. Furthermore, crossboarder M&As can create excess value for Indian acquirers, relative to their competitors, by allowing them to save on labour and production costs. Some Indian firms, especially in the pharmaceutical sector, strive to increase their market share by enhancing the size of their product range or in general, to diversify the portfolio of products or services. This is possible through two avenues: buying the technology, or acquiring firms who already own that technology. Indian firms seem to have used both methods
Trends of M&As: Indian Experience
M&A activity has seen phenomenal rise in India in the past few years and some patterns are discernible in this mass of financial transactions There are four sectors in India which have experienced the most detectable M&A trend after deregulation, starting in 1991 (see Srinivasan, 2001).
Consumer goods sector in which firms want to quickly achieve market share and banking and financial industry where “size” is an important factor due to higher capital requirements set by the Reserve Bank of India (RBI) experienced many mergers. Sectors that are overloaded with many small players underwent consolidation. There were two sectors within which the need for high technology increased dramatically, such as telecommunication and pharmaceutical also underwent major merger activity
The motivations underlying domestic takeovers in India are similar to the ones that promoted crossborder M&As in recent years. Liberalizations and deregulations have been the main driver of domestic as well as crossborder takeovers. Political, financial, and cultural reforms have fueled both crossborder and domestic M&As in India.
Why India leads China in cross-border M&A?
Although FDI flows to China are relatively higher than those to India, Indian firms have performed much better than their Chinese counterparts in terms of overseas M&A. A McKinsey analysis shows that Indian companies generate twice as much revenue from foreign sales as Chinese companies do! Other aspects like foreign asset-ownership and number of workers employed abroad also indicate a similar trend. In the year 2007, India registered a 126% jump in amount spent on international M&A deals as opposed to a mere 82% of China. Now let us see some of the specific characteristics of Indian crossborder of M&As
There are a host of reasons why Indian firms have outperformed their Chinese rivals in corporate deal-making abroad. Indian M&As have several distinct characteristics compared to those done by firms in the west or from China
- 1) Language skills and know-how – English is the official business language in India and is built into the Indian education system. Chinese, on the other hand,have always been rigid and insisted on the use of their own language. Aversion to English language led to the isolation of the Chinese industry from the international corporate world. Now China, having realised this, is making concerted efforts to switch to English as the official language of communication.
Chinese undervalue the role of soft skills in managing employees, business partners, stakeholders etc. Delegation of work,transparency, objective outlook, employee growth etc are aspects that are not yet developed in the Chinese work environment. This deters foreign employees from working in Chinese firms. Western employees are used to working with a high amount of latitude and things like close supervision, no clarity regarding management policies/expectations, corporate governance issues, favouritism and high level of political interference in the routine functioning of an organisation are deeply resented by western professionals. This impedes post-merger integration of a Chinese and western firm.
China lacks the kind of leaders with international cultural understanding and flexibility to adapt to different markets and work environments. Leaders that can lead all employees without giving a sense of alienation to any specific group and successfully steer cross-border organisations are visibly lacking in China. Even though the economics of the deal make perfect sense, the inability to integrate the operations and most importantly employees of the two companies, spells doom for the new entity.
Inhibitions about western cultures and practices have a profound effect in that Chinese leaders are now increasingly wary of undertaking overseas assignments. They find it difficult to blend and work with completely different thought processes and working culture. The loss of face resulting from the failure to integrate prompts Chinese employees to shun overseas assignments. To overcome this, these days Chinese companies do organise mandatory international training and orientation programmes to prepare its workforce for cross-border experiences.
Since Chinese companies are still vastly state-controlled, finance skills of Chinese managers are at a nascent stage yet. Indian firms however and especially the private ones have very well developed finance skills competing with some of the best in the world.
Handling diversity and differences in race, religion, ideas, personalities etc is much easier for Indians as compared to Chinese due to the relatively homogeneous Chinese society. Although both nations are huge (China being much bigger), India is considered as one of the societies with the highest intra-country diversity and hence Indians are much more used to handling differences/conflicts.
- 2) Corporate structure – Many Indian firms have corporate structures similar to those prevalent in North America. These are companies with central leadership provided by owners but managed by professional managers. In contrast, most of the large Chinese companies are still state-owned and hence riddled with bureaucracy, political objectives. Senior management of these firms is always composed of members or people close to members of the Communist Party and strategy of the firm always is in line with the policy of the Chinese government. The lower management is ineffective, weak and resentful. Hence Indian firms’ responses to changes in the global industry are much quicker and strategic than those of Chinese firms.
China’s IT industry tried hard to give tough competition to the booming Indian IT industry but the fragmented nature of China’s IT sector, along with poor product management and weak process controls failed China’s attempt. Consolidation is the key to exploring better opportunities for the Chinese IT industry since its top 10 IT-service companies command only 20% of the market share as opposed to 45% market share of India’s top 10.
- 3) Focus on exports – Majority of Chinese companies still focus on only exports for achieving short-term growth. M&A is thought of as a strategy that is best suited for long-term growth. In the period 1995-2007, only 17 out of the top 100 Chinese companies signed cross-border deals as opposed to 31 out of the top 100 Indian companies with 18 of them successfully closing more than 3 deals each.
- 4) Political opposition – Chinese companies frequently face fierce political backlash in western countries due to a general muted feeling of distrust regarding China’s global plans and its eagerness to take possession of international natural resource reserves. CNOOC’s (Chinese state-contro
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