Business Combinations
Business Combinations
Combinations
A business combination occurs when two or more entities merge
or one entity acquires another. These transactions can be
complex, involving financial, legal, and operational
considerations.
Reasons for Business
Combinations
1 Expansion 2 Synergies
Gaining access to new Improving efficiency,
markets, products, or reducing costs, or
services. increasing revenue
through combined
operations.
3 Competitive 4 Diversification
Advantage
Reducing risk by
Increasing market spreading investments
share and gaining a across different
stronger position in the industries.
industry.
Types of Business Combinations
Mergers Acquisitions Joint Ventures
Two or more companies combine One company takes over another. Two or more companies form a
to form a new entity. separate entity to pursue a
The acquiring company retains
specific project.
Both companies cease to exist, its identity, while the acquired
and a new company is formed. company ceases to exist. Each company maintains its
independence, but they
collaborate to achieve a common
goal.
Mergers and Acquisitions
Strategic Planning
Identify the rationale and objectives for the combination.
Due Diligence
Thorough review of the target company's financial and
operational information.
Negotiations
Discussions and agreement on terms, such as purchase price
and structure.
Integration
Combining operations, systems, and employees to create a
unified entity.
Valuation Considerations
Discounted Cash Flow (DCF) Predicting future cash
flows and discounting
them to present value.
2 Goodwill
Excess of the purchase price over the fair value of
identifiable net assets is recognized as an intangible
asset.
3 Consolidation
The financial statements of the acquired company are
combined with those of the acquirer.
Integration and Synergy
Realization
Process Integration
Combining operations, systems, and processes to eliminate redundancies.
Synergy Realization
Achieving expected benefits, such as cost savings, revenue growth, or market expansion.
Culture Integration
Merging company cultures and ensuring employees feel valued and motivated.
Regulatory and Legal
Considerations
Antitrust Laws Securities Laws
Ensuring that the Compliance with
combination does not disclosure requirements
create a monopoly or and shareholder approval.
restrict competition.
Tax Laws
Structuring the transaction to minimize tax liabilities.