Applied Mergers and Acquisitions

A comprehensive guide to the world of mergers and acquisitions

Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal.

Foreword

Preface

Part 1 Introduction and Key Themes 1

Chapter 1 Introduction and Executive Summary 3

Chapter 2 Ethics in M&A 13

Chapter 3 Does M&A Pay? 30

Part 2 Strategy and the Origination of Transaction Proposals 67

Chapter 4 M&A Activity 69

Chapter 5 Cross-Border M&A 98

Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123

Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183

Part 3 Diligence, Valuation, and Accounting 205

Chapter 8 Due Diligence 207

Chapter 9 Valuing Firms 247

Chapter 10 Valuing Options 296

Chapter 11 Valuing Synergies 325

Chapter 12 Valuing the Firm across Borders 348

Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393

Chapter 14 Real Options and Their Impact on M&A 424

Chapter 15 Valuing Liquidity and Control 455

Chapter 16 Financial Accounting for Mergers and Acquisitions 478

Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511

Part 4 Design of Detailed Transaction Terms 529

Chapter 18 An Introduction to Deal Design in M&A 531

Chapter 19 Choosing the Form of Acquisitive Reorganization 547

Chapter 20 Choosing the Form of Payment and Financing 564

Chapter 21 Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal 589

Chapter 22 Structuring and Valuing Contingent Payments in M&A 609

Chapter 23 Risk Management in M&A 636

Chapter 24 Social Issues 668

Part 5 Rules of the Road: Governance, Laws, and Regulations 683

Chapter 25 How a Negotiated Deal Takes Place 685

Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703

Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725

Chapter 28 Rules of the Road: Antitrust Law 742

Chapter 29 Documenting the M&A Deal 766

Part 6 Competition, Hostility, and Behavioral Effects in M&A 771

Chapter 30 Negotiating the Deal 773

Chapter 31 Auctions in M&A 790

Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804

Chapter 33 Takeover Attack and Defense 824

Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856

Part 7 Communication, Integration, and Best Practice 877

Chapter 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879

Chapter 36 Framework for Postmerger Integration 891

Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914

Chapter 38 M&A "Best Practices": Some Lessons and Next Steps 926

About the CD-ROM 939

References and Suggestions for Further Reading 945

Index 1001

ROBERT F. BRUNER is the Distinguished Professor of Business Administration at the Darden School of the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He is the author of over 250 case studies and a casebook, Case Studies in Finance: Managing for Corporate Value Creation, which has been adopted for use at over 200 schools. Bruner's articles have been published in the Journal of Financial Economics, the Journal of Accounting and Economics, the Journal of Financial and Quantitative Analysis, the Journal of Money, Credit, and Banking, and Financial Management. He has served as a consultant to over twenty corporations as well as to the U.S. Government, and prior to his academic career, worked as a commercial banker and venture capitalist. Bruner holds a BA from Yale University, and an MBA and DBA from Harvard University.

Mergers and acquisitions is no easy path to riches or career advancement. All you have to do is open a newspaper or turn on your television to watch some of the most well-thought-out deals fall apart at the seams. But despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they exercise great care and rigor in the development of their M&A deals. It is possible to succeed in the world of mergers and acquisitions, and this book can put you on the right track to do so.

By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions shows you the best ways to analyze, design, and implement M&A deals. Written by one of the foremost thinkers and educators in the field, this invaluable resource won't offer you a rigid guide to M&A success—because there is no set way to make M&A work—but it will introduce you to the art and science of M&A valuation, reveal the nuances of deal negotiation and bargaining, as well as provide you with a framework for considering tradeoffs in an effort to optimize the value of any M&A deal.

Applied Mergers and Acquisitions is filled with in-depth insights, expert advice, and numerous real-world M&A case studies that clearly illustrate the ideas described throughout the book. It is also fully supported by value-added learning tools—including a CD-ROM and Workbook—that may be purchased concurrently or at a later date to further enhance the reader's overall learning experience with the core text.

Important M&A issues discussed include:

• Strategies and the origination of transaction proposals
• Analysis of transaction proposals, terms, and tactics
• The design of detailed transaction terms
• Rules of the road: governance, laws, and regulations
• Competition, hostility, and behavioral effects in M&A
• Communication, integration, and best practices

Through a focus on ideas and their application, Applied Mergers and Acquisitions answers many difficult M&A questions, including: What is the best practice in M&A, and how can you understand M&A activity? By illustrating the tools, concepts, and processes essential to M&A success, this comprehensive survey of the M&A field will increase your chances of a favorable outcome in any potential deal.