Exam 20: External Growth Through Mergers

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Stockholders of acquired firms in mergers tend to be more concerned with future earnings and dividends exchanged than with the market value exchanged.

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Synergy is said to occur when the whole is

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White knights

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Synergy is the greatest and most easily measured nonfinancial benefit in a merger.

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By using cash instead of stock, a company may diminish the perceived dilutive effects of a merger.

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Synergy is said to take place when the merged companies are greater than the individual companies working separately.

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The 2017 Tax Cuts and Jobs Act has put US companies on the same footing as foreign competitors and eliminates the need for inversions, meaning US companies no longer need to keep foreign earnings abroad to avoid paying US taxes when they bring the cash back to the US.

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An example of horizontal integration is if Macy's and JC Penney were to merge.

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If an acquiring firm's merger proposal was rejected by a target firm's management and board of directors, the acquiring firm could utilize a tender offer to gain control of the target firm.

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If the purchasing firm's price earnings ratio is greater than the acquired firm's price earnings, the surviving firm will automatically get an increase in earnings per share.

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Most mergers are horizontal in nature in order to avoid the potential antitrust complications involved with the elimination of competition.

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The stock market's reaction to divestitures may actually be positive if the divestiture is perceived to rid the company of an unprofitable business, or if it seems to sharpen the company's focus.

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One motivation to merge is through tax savings.

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A motive for selling stockholders may be the bias against smaller companies.

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Antitrust policy can preclude the acquisition of a competitor.

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After a merger has been announced, subsequent cancellation generally causes the potential acquiree's stock to decline in value.

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In regard to two-step buyouts,

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It is possible to merge with a company so that the merger results in the same earnings per share but still lowers the new firm's cost of capital.

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Selling stockholders during a merger may receive a price well above current market or book value.

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Leveraged buyouts are restricted to "outside" tender offers.

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