Unit 4 Bo (Business Combination)
Unit 4 Bo (Business Combination)
BUSINESS COMBINATION
Meaning :
Business combinations are combinations formed by two or more business
units, with a view to achieving certain common objective (specially elimination
of competition); such combinations ranging from loosest combination through
associations to fastest combinations through complete consolidations.
Definition:
L. H . Haney “To combine Is simply to become one of the parts of a whole; and a
combination Is merely a union of persons, to make a whole or group for the
prosecution of some common purposes.”
3. Influence of Tariff
The tariff policies of different countries have also furthered the ca uses of
the combination movement. Tariff is often described as the “Mother of
Combination“. By imposing high tariff on imported goods, the Governments
through out the world offered protection to home industries. The protection
offered by the state resulted in the establishment of a number of business
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units. Consequently, competition amongthem became tense and the need
for business combination was felt.
4. Transport Revolution
Another contributory cause for the combination movement was the revolution
in transport and development of communications. The development of
transport facilities accelerated the growth of large -scale undertakings. The
large undertakings began to absorb smaller units to cater to the needs of the
local market.
5. Organizational Revolution
The growth of joint stock companies has also facilitated combinations.
Basically the company form of organization itself is a type of combination.
Large companies with huge capital were able to control comparatively small
companies by subscribing to their shares. H e n c e , holding companies came into
being.
7. Trade Cycles
The tendency of business activities to fluctuate regularly between booms and
depressions gave a fillip to business combinations. Particularly during the
periods of depression, new units cannot enter into the industry and even the
existing small and inefficient units cannot survive.
During 1930, when the Great Depression occurred, the situation became very
awkward and the industrialists began to adopt the technique of business
combination.
8. Technological Factors
The technological development also paved way for large -scale operations. Small
units with limited financial resources were found unable to compete with
bigger ones. H e n c e , they realized the need for business combination.
Moreover, the adoption of modern techniques required huge capital
investments, which small units could not provide. Therefore, they were forced
to combine themselves to get the benefits of modernization.
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9. Patent Laws
Business Combination has also been fostered by patent laws. The inventors
were given exclusive right of the use of their inventions. This statutory right
also furthered the combination movement.
12. Rationalization
In fact, combination is the first step towards rationalization. The growth of
rationalization movement encouraged the emergence of business combinations
to a great extent.
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The objectives of combinations are:
1. Achieving sustained growth and profits.
2. Reduction in competition.
3. Preventing the entry of new firms by creating entry barriers.
4. Achieving monopoly status.
5. Undertaking large scale production and benefiting from economies of
scale.
6. Investing in common facilities and infrastructure.
7. Avoiding cut-throat competition and the evils associated with it.
8. Achieving greater financial strength and stability.
9. Investing in research and development to innovate new products.
10. Pooling of material and manpower to ensure efficiency in operations.
11. Sharing knowledge of best practices for mutual benefit.
12. Maintaining stability in prices.
13. To withstand the effects of business cycles.
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Lateral combination may be:
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(I) Associations:
These are voluntary organization of traders and businessmen formed
to protect and promote their common interests through collective
efforts. They act as self-regulators of trading policies and practices.
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(iii) Informal Agreements:
Informal agreements among business magnates are often concluded secretly at
social functions like dinners or at meetings of trade associations etc. These
agreements are merely understanding among the parties and no written
documents are prepared. As they depend mainly on the honour and sincerity of
members; they are referred to as Gentlemen ‟ s agreements.
(II) Federations:
Federation me ans association of a firms engaged in the same
business with a formalized agreement to follow certain policies in
common so as to reduce the intensity of wasteful competition in the
respective
business line.
Forms of Business Combinations in this Category are:
(i) Pools:
Under the pool form of business combination, the members of a pooling
agreement join together to regulate the demand or supply of a product without
surrendering their separate entities, in order to control price.
(ii) Cartels (Kartells):
Basically cartel is the European name for the American pools. According to Von
Beckereth, “A cartel is a voluntary agreement of capitalistic enterprises of the
same branch for a regulation of the sales market with a view to improving the
profitableness of its members‟ business.”
Mergers:
A merger is the combination of two companies into one by either closing the
old entities into one new entity or by one company absorbing the other. In
other words, two or more companies are consolidated into one company.
A merger is a combination of two corporations, as a result of which one loses
its corporate entity. The surviving corporation acquires the liabilities, assets,
personnel and much of the reputation of the fusing company.
A merger is fundamentally different from a statutory consolidation in the
sense that it involves a combination of two companies, whereby a n entirely
new corporation is formed. Both the old companies cease to exist, and the
share of
their common stock are exchanged for shares in the new company.
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Examples of Mergers
•Acquisition of Modern Foods, Kissan, Tata Oil Mills Co. , Ltd (TOMCO), Kwality
Walls etc., by Hindustan Level Limited(HLL).
•Acquisition of ANZ Grindlays Indian operations by Standard Chartered, Times
B a n k by H D F C B a n k, B a n k of Madura by ICICI B a n k,
•Acquisition of Voltas and Allwyn by Electrolux. Subsequently Electrolux ‟s –
Indian operations were acquired by Videocon International.
•Recent international mergers include – acquisition of Gillette by P & G ,
Betapharma by Ranbaxy, IBM‟s P C division by Lenovo, Compaq by Hewlett
Packard(HP) etc.
Types of mergers:
1) Horizontal mergers:
It refers to two firms operating in same industry or producing ideal products
combining together. For e. g. , in the banking industry in India, acquisition of
Times B a n k by H D F C B a n k, B a n k of Madura by ICICI B a n k, Nedungadi B a n k
by Punjab National B a n k etc. in consumer electronics, acquisition of
Electrolux ‟s Indian operations by Videocon International Ltd., in BPO sector,
acquisition of Da ks h by IBM, Spectramind by Wipro etc. The main objectives of
horizontal mergers are to benefit from economies of scale, reduce competition,
achieve monopoly status and control the market.
2) Vertical merger:
A vertical merger can happen in two ways. One is when a firm acquires another
firm which produces raw materials used by it. For e. g. , a tyre manufacturer
acquires a rubber manufacturer, a car manufacturer acquires a steel company,
a textile company acquires a cotton yarn manufacturer etc.
Another form of vertical merger happens when a firm acquires another firm
which would help it get closer to the customer. For e. g. , a consumer durable
manufacturer acquiring a consumer durable dealer, a n F M C G company
acquiring advertising company or a retailing outlet etc.
3) Conglomerate merger:
It refers to the combination of two firms operating in industries unrelated to
ea ch other. In this ca se, the business of the target company is entirely different
from those of the acquiring company. For e. g. , a watch manufacturer acquiring
a cement manufacturer, a steel manufacturer acquiring a software company
etc. The main objective of a conglomerate merger is to achieve i n big size.
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4) Concentric merger:
It refers to combination of two or more firms which are related to ea ch other in
terms of customer groups, functions or technology. For eg., combination of a
computer system manufacturer with a U P S manufacturer.
5) Forward merger:
In a forward merger, the target merges into the buyer. For e. g. , when ICICI
B a n k acquired B a n k of Madura, B a n k of Madura which was the target, merged
with the acquirer, ICICI B a n k.
6) Reverse merger:
In this ca se, the buyer merges into the target and the share holders of the
buyer get stock in the target. This is treated as a stock acquisition by the
buyer.
7) Subsidiary merger:
A subsidiary merger is said to occur when the buyer sets up a n acquisition
subsidiary which merges into the target.
Takeovers:
A takeover (or acquisition) involves one business acquiring control of another
business , Takeovers (or acquisitions as they are otherwise known) are the
most common form of external growth, particularly by larger businesses. For
example: When one company purchase the most or all of the another’s
company shares to gain control of that company. Purchasing more than 50%
of targets firm stock.
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5 Consolidation Takeover is driven by the Merger is often driven by the
acquirer company with or absorbing company.
without the consent of the
acquired company.
6 Accounting The acquirer company takes The assets and liabilities of
Treatment over all the assets and both the companies are
liabilities of the target merged and consolidated
company.
Acquisitions :
An acquisition is defined as a corporate transaction where one company
purchases a portion or all of another company ‟s shares or assets. Acquisitions
are typically made in order to take control and build on the target company ‟s
weaknesses or strengths and capture synergies. There are several types of
business combinations: acquisitions (both companies survive), mergers (one
company survives), and amalgamations (neither company survives).
The acquiring company will buy the shares of the assets of the target company,
which gives the acquiring company the powers to make decisions concerning
the acquired assets without needing the approval of shareholders from the
target company.
Benefits of Acquisitions :
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3. Reduction production cost
Merging with another company that has the production centers, facilities
and storage space, c a n reduce your production costs if you‟re able to use
these resources. Building facilities such as these resources can be expensive
but may become necessary may have a significant impact on the production
costs and budget.
4. Access to experts
When small businesses join with larger businesses, they are able to access
specialists such as financial, legal or h u ma n resource specialists.
5. Fresh ideas and perspective
M&A helps put together a new team of experts with fresh perspectives and
ideas and who are passionate about helping the business reach its goals.
6. Market power
An acquisition will help to increase the market share of your company
quickly and reduce the competition ‟s stronghold. Even though competition
can be challenging, growth through acquisition can be helpful in reducing
the capacity of competitors and making things even. The process helps
achieves market synergies.
7. Culture clashes
A company usually has its own distinct culture that has been developing since
its inception. Acquiring a company that has a culture that conflicts with yours
can be problematic. Employees and managers from both companies, as well as
their activities, may not integrate as well as anticipated. Employees may also
dislike the move, which may breed antagonism and anxiety.
2. Duplication
Acquisitions may lead to employees duplicating ea ch other ‟s duties. When two
similar businesses combine, there may be cases where two departments or
people do the same activity. This can cause excessive costs on wages. These
transactions will therefore often lead to reorganization and job cuts to
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maximize efficiencies in h u ma n resources and other processes. This can reduce
employee morale and lead to low productivity.
3. Conflicting objectives
The two companies involved in the acquisition may have distinct objectives
since they have been operating individually until the transaciton. For instance,
the original company may want to expand into new markets, but the acquired
company may be looking to cut costs. This can bring resistance within the
acquisition that can undermine efforts being made .
4. Poorly matched businesses
A business that doesn ‟t look for expert advice when trying to identify the most
suitable company to acquire may end up targeting a company that brings more
challenges to the equation than benefits. This can deny a n otherwise
productive company the chance to grow.
5. Pressure on suppliers
Following a n acquisition, the capacity of the suppliers of the company may not
be enough to provide the additional services, supplies, or materials that will be
needed. This may cripple the operations of the acquisition.
6. Brand damage
M&A may hurt the image of the new company or damage the existing brand.
An evaluation on whether the two different brands should be kept separate
must be done before the deal is made.
CO N CLU SIO N
A merger involves the mutual decision of two companies to combine and
become one entity; it can be see n as a decision made by two "equals." A
takeover, or acquisition, is usually the purchase of a smaller company by a
larger one.
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Joint Ventures
A joint venture (JV) is a business arrangement in which two or more companies create a new, jointly owned
entity to achieve specific business objectives. The parent companies(a single company that has a controlling
interest in another company or companies) share control, profits, and losses of the joint venture, making it a
more integrated and formal structure compared to strategic alliances.