Mergers and Acquisitions – The Relentless Pursuit of Synergy

In Week 1 we paint the big picture of the M&A field. We identify the value creation as the key motive behind these deals. In order to analyze the value creation process, we introduce the stakeholders’ approach and study stakeholders’ motives in some detail. Then we discuss the idea of synergy as the core objective of a successful M&A transaction and its pitfalls. We introduce the framework and process of M&As and discuss the overall environment of these transactions – legal and regulatory issues (especially, antitrust motives), accounting treatment of M&As, and some important tax considerations. We will see how the transaction environment and treatment influence the potential of successful implementation of a transaction and the corresponding value creation.

In Week 2 of the Course we discuss corporate strategy and its role in value creation. We revisit some well-known schools of strategic thinking and frameworks of strategy formulation and implementation. Our objective is to understand strategic motives behind M&A transactions. Equipped with the overall understanding of strategy, we proceed with the discussion of major theories of M&As – the motives behind the planned transactions that have the value creation potential. In all theories we try to reveal the actual interests of the key stakeholders. Finally, we study the actual deal mechanics and ways to overcome incumbent shareholder resistance (the free-rider problem).

Week 3 is devoted to the central topic of the Course – M&A valuation. We start with the analysis of the importance of valuation in the potential value creation. Then we discuss and compare alternative approaches to valuation, paying special attention to free cash flow (FCF) valuation. We analyze major value drivers – profitability, growth, cost of capital etc. and derive general valuation formulas for special cases of no growth, constant and supernormal growth. Then we apply the formulas to analyze value gains/losses in M&A transactions on examples.

In Week 4 we study M&A financing. Motives, theories, and deal mechanics are fine – but where’s the money? If a transaction is friendly, a stock payment is likely to help. But what if there’s a conflict? Then a lot of cash is needed, and a lot of debt must be issued. One way is issuing junk bonds. We discuss both facts and myths about junk bonds. Then we consider LBO and MBO transactions. First, we analyze how a company may be taken private through heavy borrowing and further gradual debt repayment. We illustrate the mechanics of an LBO/MBO transaction on a detailed example. Finally, comments on a famous LBO case – RJR Nabisco – are provided.