In this episode, we will talk about the framework or maybe, it's better to say about the process by which we still pursue this chances of creating value. Well, what exactly does that mean? So, let's put the M&A framework/process. The first observation that I'll put in the red here that, I'll put it like stakeholders all along. So, we never forget about the fact that along these stages or several of these ideas, decisions, we have to keep in mind what stakeholders play the most important role here. Well, first of all, this is the environment. So, maybe now, people do not like to participate in them on their transactions. There have been periods when these transactions were very popular, sometimes are very unpopular. It's like, now it's more popular to pursue that internal growth, and now, it's better to buy another company. So, if you try to engage in transaction in the environment that is not friendly, that is not accepting for this transaction, then, this is risky and that may not immediately result in the good outcome even if potentially, it could been that way. Now, you can always say that another thing, this is not like one, two, three that we all, I'll put them but, this is not a comprehensive list if you will. Now, you have to have the strategy, and the strategy has to be consistent with this M&A. Maybe, your company is buying everyone now and you believe that this is the right way. There have been some extremely successful examples of that like Cisco at some point in time, we buy a lot of companies with small companies by which it would enhance it's technological edge. Now, we come to the next thing that they'll put in a red because this is kind of important, this is the idea or motive. So, this is basically why would we do that. Some examples, you may say, "Well, if I buy this company, I will, let's say, I'll buy my supplier and my manufacturing process will be smoother because it will be within my company. I buy this company and I will own this technology. So, I will not depend upon the development of this company so, it's more consistent and less risky for me." Or another motive, let's say, "I am a huge company with a lot of cash, but I lack really high NPV projects and these companies, they all have these profitable projects that they lack cash. So if I buy them, we can buy my cash with their projects and then, we hopefully, will reach synergy." Now, the next very important thing is that when you let's say, that you have an idea. Now comes the next thing, this is valuation. You may be really thrilled by the idea to buy this company, but it has been widely studied that now, that the number one reason of a failing transaction in terms of value destruction is paying too much. You may be really enchanted by saying, "I must buy this company." It all depends upon how much you pay. So, you have to do correct valuation because if you offer a very small amount, then the company's stakeholders will be willing to sell to you. If you paid a lot, then you will be able to create value. Well, let's say that you did a good valuation. Now, the next thing, let's say the valuation says, this is $100 billion, and this is not such an excessive amount for some enemy transactions. The next small question is where will you get this money and in what form? Most often says, in huge transactions then you pay in stock, but in some cases, that's does not result in the agreement and then, you take a more aggressive stance, and you use cash to buy the stuff directly from the stockholders of the target company, and in this case, you have to raise this amount by heavy borrowing. So, the next thing is financing. Well, I will put here, so you also have to get approval from regulators because let's say, that you did everything fine because it's like without the idea, this is most likely never result in creating value. Without proper valuation, you are likely to lose on paying too much. If you cannot raise this money in this or that way, you won't be able to complete the transaction. If all that happens but for any reason the regulators are unwilling to approve of that, then transaction never takes place. Well, if all that has been achieved, now the next thing is actually the transaction itself. You can say, "Well, why is that a special stage?" Well, because maybe, this process is not so easy and there are some stakeholders that are not willing to complete this transaction. So, you have to fight against them. So this and oftentimes, you have to, there are certain aggravations, litigation, and there are some obstacles that have to be overcome. And let's say, you completely did the transaction successfully. Now, the final thing which is by far the most important is post M&A integration. Because let's say, you bought the company that you wanted to and everything went smoothly, all these stages have been successfully passed. Now, you bought this company and then, you realized that your people cannot work with these people and instead of getting a great mix and achieving a synergy, you can see that there is a huge problem where they are on the thorniest examples like in recent decades, there have been huge mergers in the automotive industry, and let's say, the Daimler-Chrysler case, and then, well, some people say in a metaphoric way but it happened to be that it was difficult for the German team in the fall of the American team to work together, and as a result, it sort of fell apart. Now, all these things, they are sort of like people say in hard sciences that you have to complete all these things successfully and if you did so, maybe you will create value but this is not just this, these conditions are not sufficient. So all that, I will put results in value creation in the authority mark here. So now, we are sort of equipped with the idea. If we take a look at the transaction, we know that we have to identify stakeholders, we have to look at these stages again, major stakeholders change along this path and then, we have to obviously, collect some important information with respect to them and hopefully, we'll be able to make our judgment. Now, the same goes for those who participate in this transaction because basically, if I am a company A and then trying to buy a company B, then I'm assisted by a market professionals, but I have to go along this path. So for now, I am wrapping up this introductory phase in which we talked about the M&A market in general, we talked about major players in this market, and we talked about the major approaches to analyze these transactions. And in what follows, we will start to take a closer look at what contributes to that. In the next episodes, we will talk about legal and regulatory environment. That is the background for that, so we will see why regulators and governments, why they passed certain laws, who they protect, and why that sometimes is a challenge for some major transactions. Then, we will say just a few words about accounting for M&As. And in the final episode of this week, we will drop just a few words about tax considerations that are important here. So, we will sort of talk about a legal and regulatory background. Of that, to some extent is here but, it also is close to this, so we will be going along this path. In this week, we will complete the overview of this. And the next week, we'll talk about the strategy and the ideas. And then, we will go along this path, we'll be able to collect all these necessary tools to be able to evaluate M&A transaction.
