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Introduction:

The business environment in todays time is rapidly changing with respect to competition, products, people, markets, customers and technology. In order to continuously maximize shareholder value, it is not enough for the companies to keep pace with these changes but is expected to beat competitors and innovate.(Lepsa,2012) For the companies to keep pace with the changes, growth is inevitable. Growth strategy is divided into two types: 1) Organic and 2) Inorganic
Organic growth strategies are those business development techniques in which a company grows by increasing output and larger sales volume ( Kotler,1995). The four main pillars of organic growth are: revenue, headcount, Public Relations, and quality. The companies which follow organic growth strategies have strong customer relationships as their founding stone, which is left unturned. Like, In terms of the Ansoff matrix, organic strategy has been
prmiarily focused on two of the four boxes; market penetration (increasing its share of subscription) and product development (innovation leading to the highly successful services) .Despite of the difficult external environment ,The result of these organic growth strategy seems to be a business that maintains impressive momentum (e.g. pressure on household spending & advertising).

Mergers and acquisitions (M&A) are the inorganic growth strategies for achieving accelerated and consistent growth. Mergers and Acquisitions have always played a vital role in
corporate history, ranging from corporate raiders who believes in policy greed is good and ending up buying companies in a hostile manner and breaking them apart, to todays trend where corporate use mergers and acquisition for external and industry consolidation.( Sherman & Hart, 2006)

Defining Merger and Acquisition


Mergers and acquisitions are strategic decisions, which are taken for maximisation of a company's growth; which is done by enhancing its production and marketing operations. . It has gained

importance throughout the world in the current scenario due to globalization, liberalization, technological developments and intensely competitive business environment. These are used
in a wide array of fields such as information technology, telecommunications, and business process outsourcing as well as in traditional businesses so as to gain strength, expand the customer base, curb the competition or enter into entirely a new market or new product segment. ( business.gov, 2012) A merger is when integrating two companies together in which the two companies hare control and equity with each other. Usually mergers happens between two equal size companies who agrees to go forward as a single new company, this kind of mergers is called merger of equals. To quote an example, both Daimler-Benz and Chrysler formed a new entity named DaimlerChrysler upon merger. Usually, actual mergers of equals are not very often seen. What happens in real business scenario is that one company will buy another and as part of the deals terms, allow the acquired firm to claim that the action is a merger of equals, even if it is an acquisition, this is because in the market equal merger usually sound better than acquisition. (investopedia2010) Acquisition is a type of growth strategy in which a company buys the other company and end up controlling it. An acquisition may be defined as an act of acquiring effective control by one company

over assets or management of another company without any combination of companies. Thus, in an acquisition two or more companies may remain independent, separate legal entities, but there may be a change in control of the companies. An acquisition is called a takeover, when it is 'forced' or 'unwilling', . In an unwilling acquisition, the situations are not very friendly, amongst the staff, management and the management of 'target' company tries to oppose a move of being taken over. But an acquisition becomes friendly takeover (commonly known as acquisition only), when managements of acquiring and target companies mutually and willingly agrees for the takeover.

Merger and Acquisition a Trend


Merger happens between two firms under which they combine their practices in a order, so that each gains a new area of expertise. As a result of which, the the combined firm's clients are benefitted with broader range of services and talents (Holtzman, 1994)

Even the big-companies, which are considered to be leading in their fields, perform mega M&A, so as to achieve additional advantages in growth and diversification.(Trotweighn, 1990) We can quote certain of such companies, for example to cite, the mergers between Exxon and Mobile, between America Online and Time Warner, and between Chrysler and Daimler and the acquisition of the German communication company Mannesmann by its competitor Vodafone AirTouch for 179 billion dollars. Some companies, like Cisco, adopt this alliances strategy as their leading competitive strategy , rather than innovating and developing on their own (buy vs. build) and have an acquisition minded culture, which is appropriate to the market in which they function (Chatterjee and Bourgeois, 2002). The Cisco Company has performed more than 60 acquisitions during the years 1996-2000 and in this period the companys stocks raised an average of more than 50% a year (Gadiesh ,2003). Another example is IBM that performed 17 acquisitions of an overall value of about 1.5 billion dollars in 1999 (Fowler et al., 2003). Technological developments, primarily in the fields of computerization, softwares , technologies, communication, and information, reach to new countries, new clientele and different customer segment , along with the process of globalization, liberalization in the transfer of merchandise and services between countries, and the trend of unification between fields and industries and companies and regions accelerate the popularity of Merger and Alliances amongst the companies further exerting pressure on managers to join this trend. (Hittet al., 2001).

Merger and Acquisition A success or failure?


Mergers are like marriages, where a right partner must be selected after an honest and meaningful courtship and relationship flourishes on communication, flexibility and mutual respect. Human Factor, the emotional connect also plays a important role. Office culture, the alliance entitys vision and mission need to be in sync with each other, otherwise employess finds it difficult to work. Also the organization structure post the Merger and Acquisition should be clearly established, otherwise they seem to lost the sync and the quality of work suffers.( Nahavandi, A. & Malekzadek, A.R. , 1993). Also the biggest stakeholders in the business is customers and they should be treated a supreme. It should be seen that the big customers should hold hands with top executives through the transition, because at the end of the day, they would generate profit and money for all. For example, in a merger between two tech firms in Silicon Valley, where IBM was a leading customer for both of them. When the merger was announced, they both lost IBM's business; as IBM wanted to know why it was not informed of the change. (Dymsky, 1999)

Mergers are usually successful, when the planners, venture capitalist have "defined plan and process" to blend the cultural with the operational, and are ensuring -- periodic reviews to make sure the process is working. In a perfect situation, integration begins even before the deal is done and the money changes hands. Integration is just about mobilizing change. (Sikora,2005). Still, even despite of planning and good communication, things can go askew. According to research, one-third of mergers create shareholder value, whereas one-third reduces value, and another third don't meet expectations.( Ghosh, A. ,2001)
Company valuation plays a very important part in closing either a merger or an acquisition deal, especially when a high-tech company is dealing in particular with a small or a medium size company. Investors in industry are highly sensitive to merger announcements involving high-tech targets and responses of the industry are even stronger in takeovers with high information impact factors (Kohers, 2004).The uncertain nature of technological innovation, complexities of high tech operations makes it difficult to determine the true worth of high tech firms. The success of a merger is determined by the fact that the value of the buyer is enhanced by the merging alliance.(investopedia) i. Synergy plays the premium for potential success. The value and performance of two companies when combined will generate a sum greater than the sum of the separate individual parts. This extra addition that results out of merger is defined as Synergy (Brealey, 2004); a merger benefit which shareholder receives ,as the company's post-merger share price increases by the value of potential synergy. Thus,mostly acquiring companies nearly ends up always paying a substantial premium on the stock market value of the companies they buy. (Copeland,2005) For sellers, their company's future prospects are represented by that premium amount. For buyers, part of the post-merger synergy that they expect can be achieved, is represented by that premium. The following equation offers a good way to think about synergy and how to determine whether a deal makes sense. The equation solves for the minimum required synergy:

Thus, we see that, the success of a merger is measured by whether the value of the buyer is enhanced by the action. However, the practical constraints of merger, often prevent the expected benefits from being fully achieved. Hence, the synergy usually fall short, than what promised by the dealmaker. Literature Survey :

Due to the growth in the dynamism, complexity, and uncertainty of the market, life in the business domain is becoming difficult, steadily more because of the frequent changes in technologies, in the structure of the competition, in the borders of the field, and in the rules of the game (Asch and Salaman, 2002). Therefore, companies and corporations in order to respond in the best possible way to the changing demand of the clients and to the changes in the map of competition in the domain, search incessantly for new business models and business strategies that will improve these qualities, as fast as possible, so that they can stay in market and make profits.

Merger and Acquisitions are not something new to the industry. Existences of aalliances have already been in for last thousands of years. During the ancient times, countries have formed alliances with their neighbours so as to protect themselves or to conquer another country, and even in the fifteenth century, these alliances made international trading possible and helped in travelling of techniques and innovation across.( Freidheim, 1998). As per empirical research literature, it has been proved that the phenomenon of M&A appears in wave format. Till date, five such waves have been seen : First in the beginning of the 20 th century,then at the end of 1920s, later at the end of the 1960s, one at 1980s, and other at 1990s (Gugler et al., 2002). The first waves of mergers were primarily seen to create major impact in the United States and only in the fifth wave, in the 1990s, did the M&A in Europe reached a level which was similar to those in the United States (Martynova and Renneboog, 2006). The leading domains in this Merger and Acquisitions were and still are : biochemistry, pharmaceuticals, telecommunication, banking, natural resources, and infrastructures (in light of the trends of privatization).

In we analyse in terms of type of ownership of companies, the number of public companies that performed M&A is lesser today than the number of private companies (Capron and Shen, 2004). The fame of this strategy has seen a steadily acceleration and the scope of Merger and Acquisitions in the world have been constantly raised from the 1980s. To quote an example, In 2007, the scope of the M&A in the world had a financial worth of 4.2 trillion American dollars. But, after the 2008 world economic crisis, a decline was seen in Merger and Acquisitions, and the total value of the worldwide M&A declined dramatically to 2.7 trillion in 2008 and 2.0 trillion in 2009, which happened mainly due to the lack of financial sources to finance the M&A. (Omri,2011)

Merger and Acquisition :

Different literates have defined Mergers in different ways: According to an author, a merger takes place when two or more corporations combine and share their resources so as to achieve common objectives and The shareholders of the combining firms often remain as joint owners of the combined entity (Sudarsanam ,1995), But according to other, a merger is a combination of two or more companies in which the assets and liabilities of the selling firms are absorbed by the buying firm. (Sherman and Hart, 2006).Another researcher quotes that a merger is a process, in which two corporations combines and only one survives and the merged Corporation ceases to exist. Sometimes there is a combination of two companies where both the companies cease to exist and an entirely new company is created.( Gaughan ,2002).

Mergers and acquisitions are more or less similar, but certain distinctions have been seen. First, a distinction is drawn between acquisition and merger. Although this pair of words for the most of the time appears together, but there is an essential difference between both of them in terms of the legal status. An acquisition is said to occur when the acquiring company acquires control of the acquired company. In contrast, a merger happens when, both companies become one entity on a rather equal basis, although a high possibility exist that one side in the merger is the more dominant (Sliburyte, 2005). Second distinction is drawn between the acquirer types, a company or corporation and the acquired/merged company can also be a company or corporation. 54% of the acquisitions are undertaken by corporations (Gugler et al., 2002).The acquisition of companies in the same field, which are otherwise competing with each other is called horizontal acquisition, which thereby reduces the competition in the market as there is one less player in the field. The acquisition of a company which are found at a different level in the value chain, for example, the acquisition of a distributor or supplier (and sometimes of a main client) is called a vertical acquisition. This acquisition allows the acquirer to better power on additional elements in the value chain and to reduce expenses, to reduce risk, and to increase market power and strength. A larger part of the researches addresses horizontal acquisitions and only a small part refers to vertical acquisitions, since there are mostly horizontal acquisitions and it is more difficult to measure vertical acquisition. (Fan and Goyal, 2006). Unrelated acquisition is another type of an acquisition in which a company that is not from the same field or the same realm of activity of the acquiring company acquires the company in order to diversify. The lack of familiarity and experience of the acquiring company with the reality of business of the acquired company makes this type of acquisition very risky and therefore less widespread. As per numbers, a larger part of the acquisitions are related acquisitions. In the fifth wave of acquisitions (in the 1990s), 64% of the acquisitions seen in Europe were related acquisitions. (Martynova and Renneboog, 2006). Why Mergers and Acquisitions ?

The reasons of the acquirer company to merge, amalgamate and acquire are diverse, varying from acquiring market share to restructuring the corporation to highten up global competition. The acquiring company generally examines four main concerns before the acquisition (Srivastava and Datta, 2000): the attractiveness of the field or sub-field in which the acquired company acts, the competitive strengths of the acquired company, the synergetic benefits the acquiring company expects from the acquisition and the degree of organization suitability of the acquired company.
The owners of the acquired company also have good reasons to want to be acquired (in a friendly acquisition)( Bruner, 2002). Several of these are as follows: Poor business performance (ongoing losses) which in the opinion of the company owners, are not expected to change in the nearby future, as a result of the companys own activity. The acquired company feels that they are stuck in place , due to a lack of resources or capabilities required to successfully run the companys development and growth. The corporate head of private companies have reached an advanced age and there is no subsequent family generation and the owners are interested in realizing the asset in his hands or he has received an offer that cannot be refused, which tempts the acquired

companys owners to sell their company at an attractive price even if it had not intended to do so at that point of time.

When companies in the same line of business merge together (horizontal Merger & Acquisition) , they have a higher success rate than companies coming together in different fields of business ( vertical Merger & Acquisition) , the main reasons for it being economies of scale, expertise and ease of knowledge transfer.( Porter, 1987).
Trend of Merger and Acquisitions for Technological Companies:

M&A deal flow (in terms of number of deals as well as financial worth) has started rebounding from a decade low level in the first half of 2009. As per a PriceWaterhouse study ,the value of deals in the technology industry in the United States in the third quarter of 2009 ($9.8B) almost doubled the value of deals in the first half of the year ($5.4B),the analyses further reveals that corporate and private equity M&A activity generated 405 global technology industry deals in the first quarter of 2009; 440 deals in second quarter saw 440 deals in the market; 488 deals happened in the third quarter; and fourth quarter of that year was flooded with 553 deals.(Ernst & Young,2010)ii Further the analysis and review of market trend suggests that the megatrends of socialmobile-cloud and big data analytics, which are disruptive in nature, have helped in fuelling a significant rise in global technology M&A activity since 2009, despite a slight pullback due to macroeconomic pressures in late 2011. Due to the same macroeconomic pressures, it appears that we are and would foresee further more slow growth in 2012 but the longterm outlook for technology M&A remains strong due to ongoing disruptive technology innovation. (Steger, 2012)

Success and Failure in Merger and Acquisitions:

Two organizations when combine together, to achieve something together what they couldnt achieve separately, gives birth to synergy . The concept of synergy is very attractive and resultsin large investments and millions of job working to achieve the goal. (Marks and Mirvis, 1998) .

Whether a merger has been a successful or not and what is the mode of success is difficult to assess. Estimates show that about 80% of the mergers dont meet their financial goals, and dont turns out to be profitable as appears initially, producing cost higher than expected cost and lower than expected returns (Marks and Mirvis ,1998) and that about 50% of the mergers are failures.( Nahavandi and Malekzadek , 1993). The first few months is a crucial period which determines the success or failure of a merger depending upon the way in which the transition is handled in the first few months, period when the employees of the target organization assesses the corporate culture of the bidder and keep on comparing it with their previous culture and mark it. (Cartwright and Cooper,

1991). The chances for success are further weighed down if the corporate cultures of the companies are very poles apart. When a company is acquired, the decision is typically based on product or market synergies, but cultural differences are often ignored. It's a mistake to assume that personnel issues could be easily overcome. For example, employees at a target company might be habituated to easy access to top management, flexible work schedules or even a relaxed dress code. These aspects of a working environment may not seem significant while valuation and ease of amalgamation, but if new management changes them, the result can be antipathy and may lead to shrinking productivity.( Kitching, 1967) When an acquirer decides to merge, it is based on an idea of corporate match but is usually not a strategic objective. As per one of the KPMG study in 2003, companies which merge mainly because of corporate fitness rather than strategic objectives are more prone to be confronted with the problem of conformity disappearance. Also if companies pay much attention to cost reduction instead of paying attention to the companys development as a whole, they tend to bear the brunt. In addition there exist a problem of inefficient communication (Carr, Elton, Rovit & Vestring, 2004). Efficient communication from the direction of management not only gives an opportunity to keep hold of key employees but also to pull towards the company, new ones. (Sudarsanam (1995) and Damodaran(2001) , stated the following reasons for the failure of many mergers: Flawed Strategy - A good premerger strategic analysis is important but that may not be a surety to the success of the merger. A business strategy which lacks to meet the expected plan will lead others to acquire that company, as it lives in a superficial strategic fit and eventually also the alliance may seem unfit. Clarity in objective No pre and post integration planning Targets attitude and cultural differences - Cultural differences reflects the decisions making process that has taken and the amalgamation process has been followed between the companies. The communication process is usually taken lightly by the acquirers who often dont convey their plans and expectations and are not able to put to rest the anxieties of the target personnel. The sagging attitude and lacked self motivation of the target companys management also plays an vital role in the breakdown of the merger. Inexperience Inexperience and lack of knowledge can lead to a poor pre-acquisition audit. Overpricing may occur due to it, as sometimes the bidder pays an excess premium to the target due to ignorance. It also leads to loss of valuable time Over-optimism - Being overoptimistic and overconfident about the market conditions and the alliance may leads to failure of the merger deals. Management usually tries to present the greener side of the deal so as to win the votes of the shareholders, to accept an over price deal.

External Environment - The external environment in the economy adjoining the deal is very critical and could be complex and has to be reviweded carefully before acquiring a company. Different countries have their own rules and may be manysided.

Impact of Merger and Acquisition on Company Finances :

. Shick and Jen (1974) put forward that all significant positive merger benefits occur during the first year. Johnson and Meinster (1975) using multivariate regression found that acquisitions have favorable effect on bank performance. Katsuhiko and Noriyuki (1983)

found that the financial performance of Japanese manufacturing companies using the rate of return on equity increased after merger. Goyal (2002) affirm that there is a significant, positive co-movement in vertical merger activity and wealth effects. There are efficiency gains from such mergers. Kithinji and Waweru (2007) view that the performance ratios that have legal implications (capital adequacy and solvency ratios) improved after the merger. Fan and Santos, Errunza and Miller (2008) observe that international diversification does not destroy value. Carline, Linn, and Yadav, (2001) found that the performance of merged firms improves significantly following their combination. Buyers, targets, combined underperform their peers in five years before merger, and outperform their peers in five years after. Kithinji and Waweru (2007) found that profitability ratios of the merged banks declined. Becker, Goldberg and Kaen (2008) using event study and accounting approach found that the stock price and operating performance of the acquirers 10 International Research Journal of Finance and Economics - Issue 83 (2012) underperformed compared to firms that did not engage in merger activity. Adavikolanu and Korrapati (2009) states that the returns to the acquirers were marginally negative from the serial acquisition of technology firms.
A successful M&A deal will generate 4% to 6% in synergy savings during the first 12 months after the consummation of the deal, according to the book The Art of M&A, by Alexandra Reed Lajoux. Therefore, a $1B acquisition must generate $40M to $60M in savings in facilities expenses, personnel expenses or process improvements.

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