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Summary CHAPTER 2

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FINANCIAL MANAGEMENT 354 SUMMARIES IN ENGLISH. CHAPTER 2

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  • October 31, 2019
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  • 2018/2019
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StudyBuddy2019
Chapter 2: Types of M&A Transactions
Learning Outcomes
 Differentiate between horizontal, vertical and conglomerate mergers
 Discuss the main characteristics of a hostile takeover
 Differentiate between joint ventures and strategic alliances
 Explain the rationale behind franchising
 Discuss the benefits of franchising from both the franchisor and franchisee’s point of view
 Describe the main characteristics of an equity carve out
 Describe what is meant by a spin-off
 Argue in favour of dual-class capitalisation
 Describe the main drivers behind leverage buyouts
 Describe the rationale behind leveraged recapitalisation
 Demonstrate the effect of increased leverage on the market value of a company
 Explain the rationale behind employee share ownership plans
 Explain the purpose of tracking stocks
 Discuss the impact of the BBBEE Act (No.53 of 2003)on M&A activity in South Africa


Mergers
- Any transaction that creates a new economic unit from two or more existing economic units.
- In some cases the smaller company dissolves into the larger one
- In South Africa, reference is made to amalgamations
- It’s important to remember that acquiring company obtains all of the assets and liabilities of the target
- Mergers are friendly, negotiated deals where both parties arrive at a mutually beneficial agreement

Tender Offers
- This refers to a person or company that makes a direct offer to the shareholders of the target requesting
them to sell their shares at a specified price.
- Both tender offers and mergers can turn hostile
- Tender offers are however more often associated with hostile takeovers (bypass the directors and go
straight to the shareholders)

Horizontal Mergers
- Merging of two companies that operate in the same industry and so compete in some manner
- Can lead to monopolies and thus is subject to approval by the Competition Commission

- Three levels to Competition Authorities in South Africa – Competition Commission, Competition Tribunal and
Competition Appeal Court
1.) Competition Commission – statutory body, investigates, controls and evaluates restrictive business
practices, abuse of dominant positions in order to achieve equity and efficiency
2.) Competition Tribunal – jurisdiction throughout South Africa, adjudicates matters in accordance with the
Competition Act. Deals with larger M&As and can overturn Commissions decisions
3.) Competition Appeal Court – same authority as a high court




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, - Benefits of Horizontal Mergers:
 Access to new markets
 Increased market share
 Less competition
- Industry roll-ups can be classified as horizontal mergers
- Horizontal mergers and roll-up’s undertaken to achieve economies of scale, manufacturing, marketing, IT
and distribution.

Vertical Mergers
- When companies operating on different levels of the supply chain merge
- Usually merge to decrease the costs of acquiring and distributing products and services.
- Largely pro-competitive since these transactions aid with the competitiveness in the industry
- If an extremely large transaction, still need permission from the Competition Commission
- Example: Aspen/ Fine Chemicals  pharmaceutical company and manufacturer of narcotics and non-
narcotics

Conglomerate Mergers
- When companies from different and unrelated industries combine forces
- These are often undertaken to 1.) Access a new product line
2.) Gain access to new geographical regions
- Companies may be seeking diversification (eg. Virgin)
- Very seldom successful since there are many challenges with regard to managing diverse companies
- However if get the management right, can be a huge success


Acquisitions
- Any transaction where the acquiring company gains controlling interest of the target company
- Target company often becomes a subsidiary of the acquiring company
- These transactions can either be friendly or hostile
- Friendly transactions – negotiate a mutually beneficial agreement between the firms ( Nestle & Pfizer )
- Hostile transactions – bypass the directors and enter into negotiations with the shareholders once the
directors reject the proposal. (SAB Miller and Fosters)

Reverse M&As
- The unbundling of a merged entity through a spin-off or divestiture
- Companies unbundle to focus on their core competencies  refocus there attention
- The disadvantage is that it is costly to merge and then unbundle.


Mergers & Acquisitions Undertaken to Achieve Growth
- In order to achieve growth, companies engage in:
1.) Joint Ventures
2.) Strategic Alliances
3.) Franchising Agreements




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