Theories and practice on mergers and acquisitions

This paper analyzes whether amalgamations and acquisitions affecting UK companies create stockholder value in pattern. Value creative activity to stockholders is the chief ground behind amalgamations and acquisitions which is why M & A ; As intent to be expedient. However, the periodic statistical lessening of M & A ; As affecting UK companies in span of 10 old ages ( National Statistics, 2010 ) indicates that M & A ; As tend to emerge uneffective in the procedure. Most of them failed to render pre-merger ends and as such, resulted in fiscal failures. Indeed, there had been a slowdown in amalgamation activity since the start of the decennary ( Hay Group, 2007 ) . Still, M & A ; A activity continues to be the lone tendency to turn. The instances for BP Amoco and GlaxoSmithKline are taken as illustrations for measuring whether value had been created to stockholders after the consolidation.

Theories on M & A ; A

Theoretically, amalgamations and acquisitions create stockholder value by helping companies in the development of new resources like technological progresss ; increasing the cognition base, therefore capacity and so many other perceived benefits. Statistically and historically nevertheless, amalgamations and acquisitions destroy stockholder value instead than otherwise. Several independent beginnings have accounted conflicting groundss as to the existent value created by M & A ; A minutess ; although most of them indicated that M & A ; As destroy more than make stockholder value about all in footings which are cultural and structural by nature ( Hay Group, 2007 ) . McCann ( 2004 ) states that a amalgamation proposal entirely could radically cut down the value of the command house while mark houses realize positive additions on the norm. Cole et Al. ( 2006 ) retroflex this determination. They further province that in horizontal amalgamation proposals, houses could see outstanding negative cumulative returns and seldom reimburse as commands conclude.

Berkovitch and Narayanan ( 1993 ) frontward three critical motivational hypotheses behind amalgamations and acquisitions: synergism ; hubris ; bureau. These principles create an impact to both the mark ‘s and bidder ‘s stockholder wealth. In a interactive position, houses expect to make strategically, runing ( e.g. deriving entree to new markets, economic systems of graduated table and economic systems of range ) , and fiscal synergisms ( e.g. decrease of the variableness in the hard currency flow, increase debt capacity ) . Positions sing the director ‘s hubris relate to something more personal, taking to overpayment alternatively. Agency positions are associated with bureau costs from efficiency loss influenced by information dissymmetries. With bureau theory, coup d’etats happen in attempt to do a house more efficient by re-aligning skewed information ( Bruner, 2004 ) .

McCann ( 2004 ) explains how these three hypotheses remain the major impelling forces behind M & A ; A minutess affecting UK houses — synergism, being the most dominant motivation. Table 1 shows the entire value created by M & A ; As to both marks and acquirers ( Berkovitch & A ; Narayanan, 1993 ) .

Table 1 Aggregate Value Created by M & A ; A


Entire Value

Additions to Target

Additions to Bidder













In interactive M & A ; As, the mark and the bidder expect to that the value a merged company could give may outweigh the sum value when the company operates independently ( standalone company ) at a certain public presentation degree ( McCann, 2004 ) . There is a proportionate relationship between mark addition and bidder addition ( McCann, 2004 ) . Synergistic amalgamations have been known to give positive stockholder value as opposed to amalgamations motivated by bureau positions and managerial hubris. In bureau positions, the acquirer extracts value from the mark but will finally be dispersed between the mark ‘s stockholders and the bidder ‘s direction ( McCann, 2004 ) . With managerial hubris, the bidder ‘s value will be transferred to the mark ‘s, therefore a negative relationship between the two ( McCann, 2004 ) .

M & A ; A Activity Involving UK Companies

Table 2 Percentage Decrease within 10 Old ages




M & A ; As abroad by UK companies

79 %

94 %

M & A ; As in the UK by foreign companies

51 %

51 %

Table 2 depicts the lessening in the figure and value of amalgamations and acquisitions minutess affecting UK companies. Although there can be several indexs to this consequence such as the hapless overall economic system, and etc. , the figures may besides connote that companies no longer see M & A ; As minutess as productively effectual than theorized. The biggest known factor to this reduced activity is the decrease of market of corporate ordinances ( Capron & A ; Kaiser, n.d. ) .

Synergistic Horizontal Amalgamations: Example-Based Evaluation

Successful Merger. British Petroleum ( BP ) is a UK-based gas and oil company while Amoco, is the latter ‘s little American rival. In 1998, the BP-Amoco amalgamation became one of the largest cross-border coup d’etats affecting a UK house, with an approximative sum of $ 120 billion. The amalgamation put BP Amoco as the 3rd largest oil and gas company in the universe behind Exxon Corp. , and Royal Dutch/Shell. Upon the proclamation, BP ‘s portion monetary values rose by 15 % as each Amoco common stock stockholders were “ offered 3.97 BP portions for each Amoco common stock ” ( “ BP and Amoco, ” 1998 ) . A 60, 40 portion of the merged company was awarded to BP ‘s and Amoco ‘s stockholders, severally ( “ BP and Amoco, ” 1998 ) . Likewise upon the amalgamation, BP Amoco reported $ 140 billion in market capitalisation — about 21 % higher than with both the companies ‘ pre-merger market caps combined ( Kim & A ; Kim, 2006 ) . The amalgamation yielded $ 108 billion in grosss per twelvemonth ; $ 6.4 billion in annual net income ; and $ 132 billion in market value while significantly cutting costs and heightening fiscal, operational, and strategically efficiencies ( Kim & A ; Kim, 2006 ) . Through pooling-of-interest accounting, good will was non created, hence the high reported net incomes. However, the company did non gain every bit much as desired but the monetary values of stock remained high, accordingly making stockholder value. The BP Amoco amalgamation was in fact a really timely and ideal merger – complimenting each other ‘s assets ( Kim & A ; Kim, 2006 ) . Like the instance for BP Amoco amalgamation, interactive amalgamations for the most portion, output stockholder value.

The chief ground to such a successful amalgamation was the effectual integrating of two diversified direction constructions ( Allen, 2002 ) . The amalgamation was carefully laid out and positioned taking a smooth meeting passage ( Allen, 2002 ) .

Failed Merger. Another big interactive amalgamation was between Glaxo Wellcome, the 2nd largest pharmaceutical & A ; Healthcare Company worldwide, and SmithKline Beecham, another pharmaceutical company, within 1997 and 2001. Both companies proposed a $ 76 billion amalgamation under the name GlaxoSmithKline ( Azam et al. , n.d. ) . Upon the brotherhood, the nominal value of issued portions was ?1.556 million while the market value was 119 billion ( azam et a. , n.d. ) . From this point, the stockholders did non acquire the full value of their investing. The amalgamation was dubbed to be a convenient amalgamation but Glaxo Wellcome was sing sulky growing prior to the consolidation. While the cost nest eggs reached ?1.8 billion with a net income border 35 % , the merged company underperformed the FTSE All-Share Index, from 5,592.3 to 5481.8 ; and the Bloomberg 500 European Index ( Lynn, 2002 ) . Share monetary values in both companies decreased: Glaxo Wellcome ‘s by 303p to ?16.10 while SmithKline Beechams, by 92p to 715p ( “ Failed amalgamation triggers, ” 1998 ) . By 2003, the monetary value per portion was ?13 which is simply higher than the norm ( Azam et al. , n.d. ) . Until 2004, it went through sever underperformance, therefore giving no important stockholder value. As what seemed to result, the stockholders were non giving their due. They perceived the unequal direction quality as the ground behind this failed amalgamation.

Discussion: Why M & A ; As Fail or Succeed

From the two illustrations above, the success and failure of amalgamation prevarications in the direction integrating. In a 2007 Hay Group survey of more than 200 big European M & A ; As, 91 per centum of corporate M & A ; As failed to accomplish the ends ab initio planned before the amalgamation. Failure rate for UK companies was even higher, accounting for about 97 % .

Reasons for the Failure. Business executives tend to compromise the intangible assets indispensable for the amalgamation procedure ( human resources, concern civilization, company construction and corporate administration ) as they focus alternatively on the systemic and fiscal concerns ( Hay Group, 2007 ) . Another factor ( which the GlaxoSmithKline failed to execute ) is the hapless executing of due diligence in a manner of comprehensively understanding, so larning the corporate civilizations and most significantly, the human capital of both take parting companies ( Hay Group, 2007 ) . Finally, a deficiency of effectual post-merger integrating which could better the direction and work force constructions in footings of flexibleness ( Hay Group, 2007 ) .

Reasons of Success. To do an M & A ; A dealing successful, Hay Group ( 2007 ) consultancy recommends that there must be an optimum investing on both touchable and intangible assets, that is, in understanding the interconnection among intercultural diverseness ( human capital ) and organisational capital.


There can be several factors that determine the success or failure of a amalgamation. These factors may significantly alter overtime in a manner that it may alter its influence towards the same. Some amalgamations may hold failed in its first few old ages but may significantly give value in the long tally as the market changes become favorable to the merged company. Therefore, finding whether M & A ; A minutess create or destruct stockholder value can non be wholly generalized to make a paradigm. In most instances, amalgamations and acquisitions fail because of the deficiency of foresight and spiritual attachment to pre-merger programs. Factors like these can be manipulated and invariably exercised which in bend, will help in giving stockholder value and competitory advantage.

July 13, 2017