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What Is an Acquisition?
Understanding acquisitions, special considerations, reasons for acquisitions, acquisition vs. takeover vs. merger, example of acquisitions.
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What Was the 1990s Acquisitions Frenzy?
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What Is an Acquisition? Definition, Meaning, Types, and Examples
Ariel Courage is an experienced editor, researcher, and former fact-checker. She has performed editing and fact-checking work for several leading finance publications, including The Motley Fool and Passport to Wall Street.
An acquisition is a transaction wherein one company purchases most or all of another company's shares to gain control of that company. Acquisitions are common in business and may occur with or without the target company's approval. With approval, there is often a no-shop clause during the process. Although most people commonly hear about the acquisitions of large well-known companies, mergers and acquisitions (M&A) occur more regularly between small- to medium-sized firms than between large companies.
- An acquisition is a business combination that occurs when one company buys most or all of another company's shares.
- If a firm buys more than 50% of a target company's shares, it effectively gains control of that company.
- An acquisition is often friendly, while a takeover can be hostile; a merger creates a brand new entity from two separate companies.
- Acquisitions are often carried out with the help of an investment bank, as they are complex arrangements with legal and tax ramifications.
- Acquisitions are closely related to mergers and takeovers.
Investopedia / Sydney Saporito
As noted above, an acquisition is a financial transaction . It occurs when one business acquires the majority or all of its target's shares. The goal of an acquisition is to gain control of the target's operations, including its assets, production facilities, resources, market share , customer base, and other elements.
Companies acquire other businesses for various reasons. They may seek economies of scale, diversification , greater market share, increased synergy , cost reductions, or new niche offerings. Or they may simply want to cut out the competition. Other reasons for acquisitions include those listed below.
Acquisitions are usually friendly endeavors. They occur when the target firm agrees to be acquired, which means its board of directors approves of the deal. Friendly acquisitions often work toward the mutual benefit of the acquiring and target companies.
Both companies develop strategies to ensure that the acquiring company purchases the appropriate assets, and they review the financial statements and other valuations for any obligations that may come with the assets. Once both parties agree to the terms and meet any legal stipulations, the purchase proceeds.
Purchasing more than 50% of a target firm's stock and other assets allows the acquirer to make decisions about the newly acquired assets without the approval of the company’s other shareholders.
It is imperative for a company to evaluate whether its target company is a good candidate. The following are some of the key steps that acquirers may need to consider before considering whether they should go through with a deal:
- Is the price right? The metrics investors use to value an acquisition candidate vary by industry . When acquisitions fail, it's often because the asking price for the target company exceeds these metrics.
- Examine the debt load. A target company with an unusually high level of liabilities should be viewed as a warning of potential problems ahead.
- Undue litigation. Although lawsuits are common in business, a good acquisition candidate is not dealing with a level of litigation that exceeds what is reasonable and normal for its size and industry.
- Scrutinize the financials. A good acquisition target will have clear, well-organized financial statements, which allows the acquirer to exercise due diligence smoothly. Complete and transparent financials also help to prevent unwanted surprises after the acquisition is complete.
Entering a New or Foreign Market
If a company wants to expand its operations to another country or a totally new market, buying an existing company in that country could be the easiest way to enter a foreign market.
The purchased business will already have its own personnel, a brand name, and other intangible assets, which could help to ensure that the acquiring company will start off in a new market with a solid base.
Perhaps a company met with physical or logistical constraints or depleted its resources. If a company is encumbered in this way, then it's often sounder to acquire another firm than to expand its own.
Such a company might look for promising young companies to acquire and incorporate into its revenue stream as a new way to profit.
Reducing Excess Capacity and Decreasing Competition
If there is too much competition or supply, companies may start making acquisitions to reduce excess capacity, eliminate the competition, and focus on the most productive providers.
Federal watchdogs often keep an eye on deals that may affect the market. For instance, acquisitions between two similar companies may have a harmful impact on consumers, including higher prices and lower quality goods and services.
Gaining New Technology
Sometimes it can be more cost-efficient for a company to purchase another company that already has implemented a new technology successfully than to spend the time and money to develop the new technology itself.
Officers of companies have a fiduciary duty to perform thorough due diligence of target companies before making any acquisition.
The words acquisition and takeover mean almost the same thing, but they have different nuances on Wall Street.
An acquisition generally describes a primarily amicable transaction, where both firms cooperate. A takeover, on the other hand, suggests that the target company resists or strongly opposes the purchase. The term merger is used when the purchasing and target companies mutually combine to form a completely new entity.
But, because each acquisition, takeover, and merger is a unique case, with its own peculiarities and reasons for undertaking the transaction, the exact use of these terms tends to overlap in practice.
Unfriendly acquisitions are commonly known as hostile takeovers . They occur when the target company does not consent to the acquisition.
Hostile acquisitions don't have the same agreement from the target firm. So the acquiring firm must actively purchase large stakes of the target company to gain a controlling interest , which forces the acquisition.
Even if a takeover is not exactly hostile, it implies that the firms are not equal in one or more significant ways.
As the mutual fusion of two companies into one new legal entity, a merger is a more-than-friendly acquisition. This deal generally occurs between roughly equal companies in terms of their basic characteristics. This includes their size, customer base, the scale of operations, and so on.
The merging companies strongly believe that their combined entity would be more valuable to all parties (especially shareholders ) than either one could be alone.
AOL was the most publicized online service of its time. It was extolled as "the company that brought the internet to America." Founded in 1985, it grew to become the United States' largest internet provider by 2000. Meanwhile, the legendary media conglomerate, Time Warner was being labeled an old media company, given its range of tangible businesses like publishing, and television, and an enviable income statement.
AOL Buys Time Warner
In 2000, in a masterful display of overweening confidence, the young upstart AOL purchased the venerable giant Time Warner for $165 billion. The deal dwarfed all records and became the biggest merger in history. The vision was that the new entity, AOL Time Warner, would become a dominant force in the news, publishing, music, entertainment, cable, and internet industries. After the merger, AOL became the largest technology company in America.
However, the joint phase lasted less than a decade. As AOL lost value and the dotcom bubble burst, the expected successes of the merger failed to materialize, and AOL and Time Warner dissolved their union:
- In 2009, AOL Time Warner dissolved in a spinoff deal.
- From 2009 to 2016, Time Warner remained an entirely independent company.
- In 2015, Verizon acquired AOL for $4.4 billion.
AT&T's Deal to Buy Time Warner
AT&T and Time Warner announced it would buy Time Warner for $85.4 billion in October 2016, morphing AT&T into a media heavy-hitter. In June 2018, after a protracted court battle, AT&T completed the acquisition.
The AT&T-Time Warner acquisition deal of 2018 was as historically significant as the AOL-Time Warner deal of 2000. The Department of Justice sought to end the deal, saying the acquisition would hurt competition, leading consumers to face higher fees and bills.
The government lost its appeal in court and dropped the lawsuit. Despite this, AT&T made the decision to spin off its media assets, including Time Warner.
What Are the Types of Acquisition?
Often, a business combination like an acquisition or merger can be categorized in one of four ways:
- Vertical : The parent company acquires a company that is somewhere along its supply chain, either upstream (such as a vendor/supplier) or downstream (a processor or retailer).
- Horizontal : The parent company buys a competitor or other firm in their own industry sector, and at the same point in the supply chain.
- Conglomerate : tThe parent company buys a company in a different industry or sector entirely, in a peripheral or unrelated business.
- Congeneric : Also known as a market expansion, this occurs when the parent buys a firm that is in the same or a closely-related industry, but which has different business lines or products.
What Is the Purpose of an Acqusition?
Acquiring other companies can serve many purposes for the parent company. First, it can allow the company to expand its product lines or offerings. Second, it can cut down costs by acquiring businesses that feed into its supply chain. It can also acquire competitors in order to maintain market share and reduce competition.
What Is the Difference Between a Merger and an Acquisition?
The main difference is that in an acquisition, the parent company fully takes over the target company and integrates it into the parent entity. In a merger, the two companies combine, but create a brand new entity (e.g., a new company name and identity that combines aspects of both).
In corporate America, the 1990s will be remembered as the decade of the internet bubble and the megadeal. The late 1990s, in particular, spawned a series of multi-billion-dollar acquisitions not seen on Wall Street since the junk bond fests of the roaring 1980s. From Yahoo!'s 1999 $5.7-billion purchase of Broadcast.com to AtHome Corporation's $7.5-billion purchase of Excite, companies were lapping up the "growth now, profitability later" phenomenon. Such acquisitions reached their zenith in the first few weeks of 2000.
Financial transactions can range from simple buy-and-sell deals to acquisitions. Acquisitions take place when one company acquires most or all of another entity's shares. The purpose is to take over the target's operations. Other reasons for acquisitions may include to enter a new market, gain market share, or even cut out the competition. Although large-scale acquisitions make big news, these deals are fairly common in the small- to mid-sized business market.
Federal Trade Commission. " Competitive Effects ."
Time. " A Brief Guide to the Tumultuous 30-Year History of AOL ."
The New York Times. " What Happened to AOL Time Warner? "
AT&T. " AT&T Completes Acquisition of Time Warner Inc ."
Office of Public Affairs U.S. Department of Justice. " Justice Department Challenges AT&T/DirecTV’s Acquisition of Time Warner ."
CNBC. " AT&T battled the DOJ to buy Time Warner, only to spin it out again three years later ."
Wall Street Journal. " AtHome Agrees to Acquire Excite In Stock Deal Valued at $7.5 Billion ."
CNN Money. " Yahoo! Buying BCST.com ."
- Mergers and Acquisitions (M&A): Types, Structures, Valuations 1 of 39
- Merger: Definition, How It Works With Types and Examples 2 of 39
- What Is an Acquisition? Definition, Meaning, Types, and Examples 3 of 39
- Why Do Companies Merge With or Acquire Other Companies? 4 of 39
- How M&A Can Affect a Company 5 of 39
- Mergers and Acquisitions: What's the Difference? 6 of 39
- The Corporate Merger: What to Know About When Companies Come Together 7 of 39
- Inorganic Growth: Definition, How It Arises, Methods, and Example 8 of 39
- What Is a Takeover? Definition, How They're Funded, and Example 9 of 39
- Merger vs. Takeover: What's the difference? 10 of 39
- What Is a Takeover Bid? Definition, Types, and Example 11 of 39
- Hostile Takeover Explained: What It Is, How It Works, Examples 12 of 39
- Hostile Takeovers vs. Friendly Takeovers: What's the Difference? 13 of 39
- What Are Some Top Examples of Hostile Takeovers? 14 of 39
- How Can a Company Resist a Hostile Takeover? 15 of 39
- Poison Pill: A Defense Strategy and Shareholder Rights Plan 16 of 39
- What Is an Reverse Takeover (RTO)? Definition and How It Works 17 of 39
- Reverse Mergers: Advantages and Disadvantages 18 of 39
- Reverse Triangular Merger Overview and Examples 19 of 39
- A Guide to Spotting a Reverse Merger 20 of 39
- How Does a Merger Affect Shareholders? 21 of 39
- How Company Stocks Move During an Acquisition 22 of 39
- What Happens to Call Options When a Company Is Acquired? 23 of 39
- Stock-for-Stock Merger: Definition, How It Works, and Example 24 of 39
- All-Cash, All-Stock Offer: Definition, Downsides, Alternatives 25 of 39
- Swap Ratio: What it is, How it Works, Special Considerations 26 of 39
- Acquisition Premium: Difference Between Real Value and Price Paid 27 of 39
- Understanding and Calculating the Exchange Ratio 28 of 39
- SEC Form S-4: Definition, Purpose, and Filing Requirements 29 of 39
- Special Purpose Acquisition Company (SPAC) Explained: Examples and Risks 30 of 39
- Bear Hug: Business Definition, With Pros and Cons 31 of 39
- Understanding Leveraged Buyout Scenarios 32 of 39
- Vertical Merger: Definition, How It Works, Purpose, and Example 33 of 39
- Understanding Horizontal Merger vs. Vertical Merger 34 of 39
- Conglomerate Mergers: Definition, Purposes, and Examples 35 of 39
- Roll-Up Merger: Overview, Benefits and Examples 36 of 39
- The 5 Biggest Mergers in History 37 of 39
- The 5 Biggest Acquisitions in History 38 of 39
- 4 Cases When M&A Strategy Failed for the Acquirer (EBAY, BAC) 39 of 39
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What is acquisition?
Definition : Acquisition is a business transaction between two companies, with the aim of one company buying or taking control over the other. The “mother” company can acquire the “target” company by purchasing assets or shares through a buyout or tender offer.
The benefits of the acquisition are usually mutual if both sides agree. When bigger companies buy smaller ones, the former gets the innovative technology and an experienced team , while the latter gets the resources and market value of the bigger company.
There are 4 acquisition types , according to the target company's position:
The target company is somewhere along the supply chain ( vendor — supplier), and the benefit of this acquisition is improving the mother company’s supply chain.
Adobe acquiring Workfront is an example of vertical acquisition.
The target company is a competitor at the same point in the supply chain. The benefit of the horizontal acquisition is expanding the product offer and decreasing competition.
Disney’s acquisition of Pixar and Salesforce's acquisition of Tableau Software are good examples of horizontal acquisition.
The target company is not in the same industry as the acquiring company, and the benefit of this acquisition is diversifying business streams and entering a new market.
Zoom acquiring Keybase was an example of a conglomerate acquisition.
The acquiring company is expanding its market by buying a company in the same industry but with different lines of products.
In the SaaS industry, one of the recent congeneric acquisitions is DocuSign acquiring SpringCM to gain access to new technology.
Common reasons for acquisition
Acquiring a brand in the same industry or a completely different one benefits a company by giving it a competitive advantage.
If the target company has a strong brand identity and good market position, the acquiring company gets exclusive access to its target audience.
Expansion & Diversification
Expansion of a company directly means an increase in revenue because the company isn’t relying on one product or market.
By diversifying and expanding, the company can increase market reach and reduce the risk of failure.
After the acquisition, the mother company will cut costs in multiple fields, such as marketing, operations, and development of the products. Combining the two companies' operations leads to cost saving in supply chain management, logistics, marketing team, etc.
Examples of acquisitions
Microsoft acquired nuance communications.
Microsoft acquired Nuance communications (a company providing speech recognition and Ai technology) in 2021. The acquisition was successful because Microsoft gained knowledge and new technology surrounding Ai.
Salesforce acquired Slack
Salesforce (a CRM platform) acquired Slack (a team collaboration tool) to create an all-in-one platform for both customer engagement and team collaboration in the future.
Difference between acquisition, merge, and takeover
Even though the terms acquisition, merge, and takeover are often used interchangeably, there is a slight difference.
“ Acquisitions ” happen when both parties favor one taking over the other and agree to the terms.
“ Takeover” means that the target company doesn’t agree with the transaction, while “merge” means the two entities are blended and form a completely new one.
Recommended terms, multichannel support, resolution rate, ticket triage, customer effort score, cost per ticket, get started.
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What is 'Acquisition'
- Lower entry barriers
- Market influence
- With the assistance of Merger & Acquisitions, a firm entering the industry and market segments with a well-known company has a solid reputation and has a loyal customer base.
- A purchase can assist in overcoming previously difficult market entrance hurdles.
- Due to investments in market analysis, the creation of the new service, and the time that is needed for acquiring a sizable client base, market entrance may be expensive for small enterprises. Therefore, acquisition serves the purpose well.
- An acquisition might assist the firm rapidly grow its market share.
- Even though competition might be fierce, expansion with the assistance of acquisition might help achieve a cut-throat advantage in the industry.
- The procedure assists in the creation of market energy.
- A corporation might acquire other businesses to get expertise and resources that it does not already have.
- There are many benefits to be gained, such as a rapid increase in revenue or a rise in the company's long-term financial position, which makes raising funds for expansion initiatives easier.
- Diversification and variation can also help a firm weather a downturn in the economy.
- As a more prominent firm, your access to funds increases after an acquisition.
- Due to their difficulty getting significant loan funding, small entrepreneurs are sometimes obliged to contribute their funds to business expansion.
- Thus, a more significant amount of money is available, allowing business owners to obtain funds without diving into their own hands with an acquisition.
- A company's culture is generally distinct and has evolved through time.
- Acquiring a firm with a culture incompatible with yours might be difficult.
- Both organisations' employees and management and operations may not merge as effectively as expected.
- Employees may detest the change, which might lead to resentment and worry.
- Employees may end up repeating one other's tasks due to acquisitions.
- When two comparable organisations merge, two departments or persons may do the same task. This can result in excessive salary expenditures.
- As a result, Merger and acquisition transactions frequently result in restructuring and employment cutbacks to enhance efficiency. On the other hand, job dismissal might lower employees' morale and productivity.
- When one corporation successfully seeks to control or buy another, it is called a takeover. In a takeover, one can acquire a majority stake in the target company. Takeovers are also commonly accomplished using mergers and acquisitions.
- The firm making the offer is known as the acquirer, and the firm it intends to control is known as the target.
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If you have any knowledge about the business world or a vivid reader of the business column, then you must have heard often that one company has merged with another or a company has bought maximum shares in another. These are the processes that happen quite often in the business world and to specify such processes terms like mergers and acquisitions (M&A) are used. But what exactly does the term acquisition mean? And why is it so important to understand? This is exactly what we are going to discuss by giving a brief yet detailed look at the term and its importance in the world of business and finances.
- What is an Acquisition?
Acquisition occurs when one company buys the shares of another company in an effort to gain control over that company. In simple terms you can say that acquisition is an act of one company taking over or acquiring another company’s controlling interest. This can be done either by buying assets of that company or buying shares or stocks of the company. If the acquirer purchases more than 50% of the company’s stocks, shares or other assets, they gain the power of making decisions regarding the company without the involvement or permission off the other shareholders.
Acquisitions are often beneficial for the acquiring company in terms of market reach and product breadth. The aim of such acquisitions for the acquirer is to grow fast in business and give the company a much quicker and profitable growth as compared to the normal organic growth. Acquisitions in business are quite common and most of the time are done with the target company’s approval; although they can also happen in spite of its disapproval.
If the acquisition has taken place with the target company’s approval, there is a no-shop clause during the process. This means that the target company will have to sell their shares or assets to the agreed acquirer and they cannot change the acquirer in the middle of the process. Although we more commonly hear acquisitions of large and well-known companies because those are the ones that trend most in the news. However, acquisitions happen more commonly in small to medium sized companies.
Acquisitions are considered to be vessels of corporate growth for a company as they create major growth steps by giving a wider reach in the market and bringing a new customer base for the acquirer. Through one acquisition, the acquiring company can achieve up to three to five years of organic growth in a single step. The wider reach and new customer base brings new potential sources of revenue which will help to increase the company’s profits. Acquisition also brings a new set of products and services to the acquiring company. This overall new lineup with new customers and new products will help to strengthen the company’s existing portfolio and give you more ways to create sales growth.
The success of acquisition will depend on the strength of the acquisition process including valuation, structure and operational integration. A discipline should be built on each stage of the acquisition process in order for the acquisition to go smoothly and be successful. The acquirer has to make sure that every step in the acquisition process is managed efficiently by proper resource planning and creating a multi-disciplinary team. Although the front end of the acquisition process is always financial, the sales and operations are the more important steps. There needs to be a strong inter-departmental coordination and project management for an acquisition to be successful.
It is observed that companies with a more holistic integrative approach to managing usually generate more profits, whereas companies that use a more financial approach seem to overlook the integration and operational processes and hence do not generate much profit.
- Why do Companies make acquisitions?
Acquisitions are common in the business world and all types of companies—small, large or medium can undergo acquisitions. There are many reasons as to why a company may seek acquisition. These reasons may include seeking a better market reach, a better economic growth, increased synergy, cost reductions, or new niche offerings. Some other reasons for which a company can seek acquisitions are as follows:
To enter a foreign market In case a company wants to enter the foreign market by extending its operations to a particular country, one of the best ways of doing it is acquiring an existing company in that country. As the target company will already have its personnel, brand name and assets, it will be a lot easier for the acquiring company to find its roots in that country’s market and form a new solid base.
Growth strategy When a company is facing physical or logistic constraints and has drained all its resources, it is better to acquire a new company than to expand its own roots. In this way, the company can make use of the target company’s resources and get new ways to earn revenue and gain profit which was not possible before. Such companies often look for promising young companies to acquire.
To decrease competition It should come as no surprise that the business world is one of the most competitive fields and with more and more startups and new companies finding their foot in the market makes this competition even tougher. That is why most companies look for acquisitions to reduce the excess capacity and to eliminate the competition, so that they could focus on the most productive providers.
To gain new technology Another reason why a company may seek acquisition is to improve its resources by gaining new technology from a firm that has already implemented new technology and is functioning on the same. This saves the acquirer company time and money which will be spent to develop the new technology itself.
All of the above reasons are valid enough for a company to seek acquisition and it has been found that most companies have gained considerable profits and success through such acquisitions.
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