Merger

Merger refers to a strategic process whereby two or more companies mutually form a new single legal venture. For example, in 2015, ketchup maker H.J. Heinz Co and Kraft Foods Group Inc merged their business to become Kraft Heinz Company, a leading global food and beverage firm.

Such integrations aim to attain production scalability, new market entry, wider consumer base and access to more resources. In mergers, the participating firms enter into an agreement bearing clauses that spell out the terms of the alliance.

• A merger is a business integration process where two or more enterprises join forces to create a new organization by entering into a legal agreement.
• Primarily, it is a company's expansion strategy. Other benefits include diversification, entry to a new market, availing new resources and increasing market share.
• The different kinds of mergers include – conglomerate, horizontal, vertical, product extension and market extension.
• Mergers and acquisitions (M&As) differ from each other. In the former, a new business entity is created out of two or more enterprises, while acquisitions occur when a firm buys another.

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A merger in business occurs when two or more firms mutually agree to integrate their assets, resources, and workforce to create a new legal company. Corporates adopt this long-term strategy to attain objectives like reducing competition, capturing a considerable market share, increasing assets and finances, uplifting stock value, and overcoming entry barriers.

Usually, equal-sized firms with similar business goals come together to create a new entity which is understood as the merger of equals. Many pre-deal assessments are a crucial part of the process. Participating companies go over their existing market valuation, resources, capabilities, costs and revenues before making up their mind.

They undergo integration if they are assured of seamless conduct of joined operations suited to mutual goals. The deal is sealed after the participating firms enter into an agreement bearing clauses that spell out the terms of the alliance. Usually, one party gives up its shares to integrate with another.

Although mergers and acquisitions (M&A) are both strategic decisions, they are different from each other. The former involves integrating individual entities into a single business organization, and the latter occurs when one company purchases another.

Let us look at some real-world examples of mergers that also received news coverage due to their popularity.

Raytheon and United Technologies

In 2020, the Raytheon Corp. and United Technologies Corp formed a new company, Raytheon Technologies Corp. It is considered as a merger of equals since these enterprises are the gems of the aerospace and defence industry. Trading of Raytheon Company’s shares stopped a day prior.

Every share of Raytheon’s common stock was converted into 2.3348 shares of United Technologies’ common stock. It was a rights offering in which existing shareholders are given a choice to buy additional shares. After the completion of the integration, United Technologies became Raytheon Technologies Corporation.

Its common stock shares began to trade on the New York Stock Exchange with the ticker symbol RTX. The merging firms combined 2019 pro forma net sales of $74 billion and a global workforce of 195000.

Huntington Bancshares (HBAN) and TCF Financial

Bank mergers are also quite common in the business world. For example, in 2020, Huntington Bancshares Incorporated and TCF Financial Corporation, a well-known US regional bank holding company, underwent an all-stock merger. Together they formed a new corporation that had a market worth of $22 billion.

At the time of integration, the market value of Huntington Bancshares was said to be $13.15 billion, while TCF’s stood at $5.3 billion. Also, Huntington was reported to expect an 18% rise in its earnings per share by 2022.

There are broad of five kinds as discussed below:

1. Horizontal: When companies that are rivals in the same industry join hands to form a new business enterprise; it falls under the horizontal kind. For instance, the integration of two entertainment channels.
2. Vertical: Such collaboration occurs between two or more companies across different product lines in the same industry. For example, the association of a fabric manufacturing company with a garment manufacturer.
3. Congeneric: It is a consumer-centric approach where business entities with the same target market and resources merge to combine a new product. For example, a motion tracker technology provider merges with a digital watch manufacturer.
4. Market Extension: Here, the business organizations that offer similar products but serve different markets integrate to trap the potential of a larger market and attract a vast customer base. For instance, an automobile company in the US collaborates with a Dubai based automobile company.
5. Conglomerate: The association of firms which belong to completely different industries or business lines are considered a conglomerate. For instance, a telecom company joining hands with an electronics manufacturing firm.

It is an opportunity of increasing the market share on one hand and decreasing the level of competition on the other. Companies with limited capital can expand and scale up their business operations by merging with another enterprise. 

When a merger involves a market extension, companies can cross-sell in different markets, whether domestic or global, thus catering for a more extensive clientele. Conglomerates expand their empire using M&As, bringing them diversification and enhanced profits.

Duplication of operations and resources like machines and technology can be eliminated to ensure cost-effectiveness. Other advantages include exposure to better technology, process, and resources.

Also, the share prices often go high, yielding better returns to the shareholders, giving rise to the merger arbitrage. The strategy of merger arbitrage involves stock markets traders making the most out of price fluctuations that are common once an integration announcement is made.

• Many collaborations fail due to inadequate due diligence and over-expectations from each other. Sometimes, the firms have entirely different objectives, plans, work culture and policies, making it difficult for them to work together. Also, in cross-border mergers, employees face communication barriers, cultural diversity and geographical constraints.
• While such an association of companies also impacts the economy, many employees are laid off due to overlapping responsibilities in the new firm.
• Moreover, it promotes monopoly when a single entity such as a conglomerate gains access to many markets by M&As. At times, they set unreasonable prices, heavy on consumers’ pockets.
• Business integrations do not always work as desired by the companies, they may end up in demergers or spin-offs. Companies sometimes disintegrate or fall into terrible losses when they aren't compatible to work together.
• Demerges usually occurs within a conglomerate as corporate restructuring. The parent company breaks the business into smaller units to either sell them off or for specialized focus. Corporates typically try to break away from a loss-making business using demergers.

One such failed integration was of Daimler Benz and Chrysler. These two pioneers of the automobile industry integrated to form DaimlerChrysler in November 1998. The collaboration didn’t turn out as fruitful.

The company's market capitalization came down to $53 billion in 2000 (while earlier, Daimler-Benz AG alone had a $57 billion market capitalization). In 2007, Daimler allocated Chrysler to Cerberus Capital Management by paying a certain amount.

Federal laws govern the rights of consumers from adverse effects like high product prices and poor quality after the merger. For example, section 7 of the Clayton Act restricts certain M&As which intent on bringing monopoly or subsiding competition within an industry.

In addition, the Horizontal Merger Guidelines issued by the Federal Trade Commission (FTC) and Department of Justice (DOJ) also provides for agencies' analytical framework to keep a check over antitrust issues. Moreover, the premerger actions taken by the antitrust agencies under the Hart-Scott-Rodino Act include the pre-examination of such deals and their possible effects on the consumers.

Also, such authorities look into the complaints regarding the harmful effects of various mergers on the customers. As per the Securities and Exchange Commission (SEC), if a company that is subjected to the SEC reporting obligations, should inform the shareholders about the integration. Shareholders can find merger fillings of the company from SEC’s database by looking for the proxy statement or information statement.

This article has been a Guide to what is a Merger and its definition. Here we discuss Top 5 types of mergers along with examples, advantages, and disadvantages. You can learn more about M&A from the following articles –

• Horizontal Merger
• Amalgamation vs. Merger
• M&A Process
• Statutory Merger Meaning