5.10. Some conclusions – the relentless pursuit of synergy

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Из курса от партнера Moscow Institute of Physics and Technology

Mergers and Acquisitions – The Relentless Pursuit of Synergy

5 оценки

Moscow Institute of Physics and Technology

Mergers and Acquisitions – The Relentless Pursuit of Synergy

5 оценки

Курс 4 из 5 — Specialization Understanding Modern Finance

The area of mergers and acquisitions (M&As) is special in finance. Incredible amounts of money are employed in such transactions. Deals draw a lot of public attention and dispute. Oftentimes, stories look more like fairy tales rather than financial reality. The key idea in any M&A transaction is to create value through a potentially synergetic activity. To this end, it is important to have a clear motive and implementation plan. Of special importance are the correct valuation, proper financing, and actual deal completion. But this is not the end – value mostly accrues from the post-merger integration. The understanding of the motives of various stakeholders is instrumental in the analysis of the potential creation of value. The learners will gain insight into the core value creating M&A strategies. They will be able to use the obtained knowledge and skills to successfully advance in their career at a financial institution, as well as in the area of financial management at non-financial businesses. Finally, the Course is very helpful in successful completion of the Specialization’s Final Project.

Из урока

Value-Creating Strategies. Anti-Takeover Defenses. Corporate Governance and Performance. Conclusions – the Relentless Pursuit of Value

Week 5 – the final week of the Course – focuses on the details of value creating strategies. We start with share repurchases and their effect on value. Then we analyze anti-takeover defenses as value creating strategies. We proceed with the discussion of corporate governance. Although in M&As this concept has somewhat narrower meaning, we try to relate the advantages and costs of a well-functioning and efficient corporate governance system to the development of the M&A market. On a specific example we analyze the potentially value-destroying conflicts that may arise from the underdeveloped corporate governance system. Finally, we identify the role of post-transaction merger integration in the creation of value. We provide some conclusions on M&A efficiency and synergy. At the very end, we summarize the Course and the Specialization and briefly discuss the Final Project.

5.1. Value creating strategies4:45

5.2. Share repurchases. Fixed-price tender offers14:29

5.3. Anti-takeover defenses (1) – returns to bidders and targets10:10

5.4. Anti-takeover defenses (2) – pre-offer defenses8:41

5.5. Anti-takeover defenses (3) – post-offer defenses9:24

5.6. Corporate governance in the US – an overview18:14

5.7. Corporate governance in other countries – who will pay?9:59

5.8. An example of corporate governance – Russian preferred shares9:19

5.9. Implementation and integration – key to success5:16

5.10. Some conclusions – the relentless pursuit of synergy7:28

5.11. Summary of the Specialization. Overview of the Project5:46

Познакомьтесь с преподавателями

Konstantin Kontor
Director and Professor of Finance and Strategy
American Institute of Business and Economics (AIBEc)

Well, we proceed with some of our conclusions.

And this episode, we have a scheme of

some conclusions that we are now ready to come up with.

So, here, I am briefly wrapping what we have done throughout this course.

So, we said that for any,

in pursuit of success,

or in pursuit of this notorious synergy,

we start with the idea.

Then, this idea should be linked to a strategy and then we create a plan.

We hopefully overcome all legal and regulatory obstacles or challenges,

and we get an approval.

Then we arrive at the valuation,

which is the key part here.

Finally, from here, we move onto a transaction that includes financing closure.

Fighting the anti takeover defense of the many other issues.

And that was the point of the transaction closure.

Now, there is a post merger integration,

and if it is successful,

then hopefully we will reach some success and we will have created some value.

And like I said, you can see that the break up of any of

these arrows or a failure on any of these stages,

that attests to the fact that we actually arrive at the failure.

And that we can arrive at the failure much earlier compared to

any chance of arriving at a success.

Now, the key story to increase the probability of success,

is that along this process,

regardless of how generic it might sound,

we do we have to take into account multiple feedback,

because it derived from various individuals and groups of people.

And it can allow us to fine tune,

or sometimes, even drastically change our decision at any stage.

For example, next thing is never push for the initial goal.

Let's say we wanted to buy this company,

but if in the process someone offers a great price for our company,

why wouldn't we sell?

Because there's always a time to buy and a time to sell.

And if we keep pushing because we just decided to set a goal then,

we can arrive at a huge failure.

And again, there have been various examples when people were too pushy then

that would lead to the blunderous failures unfortunately.

And then the next thing,

although we are repeating that,

but this is by far the most important issue in this whole course

and actually in all the process of a valid creation.

This is the stakeholders interest.

At all stages, because we

might have the big picture and see the overall stakeholders fine.

But the thing is that the different stages of the transaction and of this path to value,

the stakeholders interests might change.

And that must be recognized and taken into account.

Now on top of that there are

major things like technology challenges and global dimension.

Because now we live in the world that is changing so fast,

and now we see these transactions against the global background.

So, if we stick to what was good some two,

three decades ago, we might commit some important mistakes.

So, in what I just mentioned there are

so many things that you must do that you cannot overlook.

So it's really a question of how would we try to avoid getting lost in all this.

And here, I would give you a short,

it's not even a road map it's just some ideas about how we can

insure ourselves against committing potential serious mistakes.

So, first of all ideally we have to see the big picture.

That deals with the market,

that deals with the participants, all the challenges.

It is difficult, but it is very important.

Now we have to avoid wishful thinking traps to the best extent we can.

Because again, remember overpaying is a wishful thinking over optimism thing.

Now, thinking that everything will go smoothly after the closure of the transaction,

is a huge wishful thinking thing.

And being more pragmatic.

We've learned something about capital markets,

about corporate finance, about accounting in our previous courses.

Why wouldn't we try to take advantage of this knowledge, skills and understanding?

That will save her some time and effort.

And that will allow us to see

the major stakeholders interests and sometimes to see clearer.

And that allows us to identify key stakeholders at any stage.

We talked about that before and we've had numerous examples of these assignments,

in which the focus was on just seeing how this unfolds.

And finally, this is my small advice here,

is that wherever possible stick to the knitting.

That means that trying to do with how to do best.

If you see that here,

you have the competitive edge, you'll press for it.

If you are not doing anything specific

that may be the fight to just complete the transaction at any cost,

is bound to fail.

And again, the overall conclusion here goes that we've focused on value creation motives.

And here, I put that only value matters.

That sounds like a motto.

A statement that provokes challenging comments.

And again, we say that unfortunately value is

perceived differently by different stakeholders and in different stages.

So, here, in order to be able to increase

the probability of reaching this read success or read the value,

we have to at any stage try to

understand what are the actual interests of the key stakeholders.

Again, we've started with that and we are ending with that.

There is nothing more important in not only M&As but in evaluation in general.

As the interests of these stakeholders.

Well, we are almost done.

And the next episode will be final to this course,

and to this whole specialization and that will be so we are about

to reach the special point at this long, long path.

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