Episode 119: Introduction to Mergers and Acquisitions
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Companies have a few options for achieving growth. The first is by growing organically through the development of new products and production capacity over time. The other option, is through what are known as mergers and acquisitions.
A merger occurs when two companies agree to combine to form an entirely new company. The two companies will agree on a post-merger name, like Exxon and Mobil combining to form ExxonMobil, and determine how to structure the new organization as well as staff operations.
An acquisition occurs when one company purchases another company.
The company that is purchased is then absorbed by the purchasing company and ceases to exist on its own. In some situations a company will purchase another, but allow it to operate independently and even keep its original name, such as when
Disney purchased
Pixar in
2006. This can be to ease the uncertainty associated with an acquisition as well as ensure the acquired company continues operations smoothly
. In the case of Disney and Pixar, Pixar had proven to be successful prior to the acquisition and both companies wanted that success to continue unhindered by a new culture and even new staff.
When classifying mergers and acquisitions we can label them as either horizontal or vertical. A horizontal merger or acquisition occurs when the two companies generally produce the same products and serve similar customers. The rationale behind such a merger is the newly merged company will be able to better compete in their respective industry by taking advantage of economies of scale and even technological innovation.
It's also worth noting that horizontal acquisitions and mergers can allow companies to expand their product mix and potentially increase revenues by appealing to a wider customer base.
Office Depot and
Office Max, two retailers who sell similar products and serve similar customers, are currently in the process of completing a merger. This merger is meant to allow these companies the opportunity to compete more effectively against
Internet retail giant
Amazon. The joining of Office Depot and Office Max is an example of a horizontal merger. In
2012, Facebook acquired popular photo-sharing application Instagram for $1 billion in cash and stock. In addition to giving Facebook access to Instagram's successful mobile platform, it also eliminated a potential competitor while giving Facebook access to an additional group of customers. Facebook's acquisition of Instagram is an example of a horizontal acquisition since they both operate in a similar industry, providing a similar product to similar customers.
Now a vertical merger or acquisition occurs when the two companies operate at different stages of the production cycle. Because these companies operate at different stages of the production cycle, the merger or acquisition can create increased operating efficiencies and reduce costs.
For example, Google purchased
Motorola Mobility in 2012 for $12.5 billion. Motorola Mobility is of course the manufacturer of handset devices while Google was beginning to producing and licensing its
Android Operating System. In an effort to control both the hardware and software side of selling smartphones, Google acquired
Motorola Mobility. This vertical acquisition allowed Google the opportunity to leverage Motorola Mobility's knowledge of the handset market as well as its staff and operations as opposed to starting from scratch or continuing to rely entirely on other companies for handsets.
Coffee giant
Starbucks also used a vertical acquisition to expand its offering of pastries and breads by purchasing San Francisco-based
Bay Bread LLC, and its
La Boulange bakery brand for $
100 million in cash in April of this year. Although Starbucks had already sold pastries, this acquisition gave Starbucks control over a key player in the production cycle: the producer.
Instead of purchasing pastries and other baked products from another business in the supply chain, Starbucks is now able to produce them in-house reducing its costs in the process.
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