Harvey A. Poniachek - Mergers and Acquisitions: A Practitioner’s Guide to Successful Deals

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Library of Congress Cataloging-in-Publication Data

Names: Poniachek, Harvey A., editor.

Title: Mergers & acquisitions / [edited by] Harvey A. Poniachek (Rutgers University, USA).

Other titles: Mergers and acquisitions

Description: New Jersey : World Scientific, [2018] | Includes bibliographical references and index.

Identifiers: LCCN 2018041492 | ISBN 9789813277410 (alk. paper)

Subjects: LCSH: Consolidation and merger of corporations.

Classification: LCC HG4028.M4 M4526 2018 | DDC 658.1/62--dc23

LC record available at https://lccn.loc.gov/2018041492

British Library Cataloguing-in-Publication Data

A catalogue record for this book is available from the British Library.

Copyright 2019 by World Scientific Publishing Co. Pte. Ltd.

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The survival and prosperity of any corporation over the long term depend on its ability to grow and develop through a process of investment, restructuring, and redeployment. Corporate restructuring could be accomplished internally by shifting resources from mature and declining business activities to new ones with more attractive growth potential. Alternatively, restructuring could occur externally through mergers and acquisitions (M&As), which have become an essential vehicle for corporate change since the late 19 th century.

Broadly defined M&A forms include expansion through M&As; joint ventures; contraction through divestitures or sell-offs; various changes in corporate control and ownership, including going private and leverage buy-outs; and rearrangements through recapitalization and bankruptcy reorganization. Several types of synergies could arise from M&A restructuring, including expansion of sales and earnings, reduction in cost, and lower taxes and cost of capital.

The M&A evolution in the past quarter century has been driven primarily by corporations rush to implement strategic plans deigned to seize or enhance competitive advantage; achieve strategic diversification; participate in emerging technologies with attractive growth prospects; take advantage of favorable economic and business conditions and changes in the regulatory environment; and address political changes and globalization opportunities and threats. This book integrates business strategies and experience with formal analysis relating to M&A deal making; it provides a coherent statement on M&A by utilizing scholarly work with best practices by industry. The material presented reflects the main stream of corporate finance and M&A practices as reflected in deal-making process. The book recognizes that M&A activities involve a broad spectrum of concerns and specialists. Hands on experience and learning are obtained by addressing real-world merger issues, analytical concepts, and procedures, such as valuation and pricing of deals. The book addresses the M&A process in the context of investment analysis and strategies, including the various market complexities.

M&A transactions are complex and risky and are affected by the state business cycle, financial conditions, regulations, and technology. Approximately two-thirds of all M&A deals fail, and this book seeks to provide an effective framework for achieving greater success. M&A transactions involve a host of participants with different specialization and responsibilities (including corporate executives and board members, investment bankers, accountants, tax specialists, attorneys, and financial institutions).