Merger Process Research Articles

Mergers and Acquisitions in Brazilian Higher Education Companies

Purpose: The objective of this study is to detect and measure the occurrence of extraordinary returns to the shareholders of private higher education companies, listed on the Brazilian stock market, B3, when mergers and acquisitions occur.
 Methods: This study uses the Event Study technique on process data from 46 merger and acquisition events, that occurred in the period of 2007- 2015, involving the three main Brazilian private higher education companies, and applies the Z-statistic to test the accumulated standard abnormal returns.
 Results: Based on the results, it is possible to affirm that the presence of abnormal returns was not detected after merger and acquisition events. Events of this nature do not promote changes in the short-term value of the company, in the cases of large and publicly traded Brazilian private higher education companies.
 Implications: The announcement of a merger or acquisition process has wide repercussions in the media and attracts the attention of investors that aims to gain abnormal earnings from anticipated post-merger value creation. This study showed that the potential gain in value does not always occur or is reflected in the stock prices of the companies involved, in the short term.

Administration of Strategic Agreements in Public Hospitals: Considerations to Enhance the Quality and Sustainability of Mergers and Acquisitions.

Merger processes between hospitals have high benefit potential for patients, staff and managers. This integration of health centres can improve the quality and safety in patient care. Additionally, cooperative processes enhance the sustainability of the health system, by increasing team spirit, giving innovative ideas and improving staff satisfaction. In this article, the critical factors for successful hospital mergers and acquisitions in the Public Health System were considered to develop a brief guide to help with the organisation of a merger process. Five sections were designed: Strategic administration and objectives, Staff management, New hospital complex structure, Processes and Results. This guide facilitates the communication between a variety of stakeholders, thus improving the engagement between all members of the new healthcare system. This could be particularly important for countries with large regional variance in the organisation of health care and resources.

Analisis Perbandingan Kinerja Keuangan Setelah Merger atau Akuisisi

This study aims to investigate the company's financial performance before and after a merger or acquisition process. The research focuses on the financial performance of companies listed in Indonesia Stock Exchange that did a merger or acquisition in 2012. Secondary data from financial statements was collected and analyzed for four years before and four years after the merger or acquisition. The variables examined are profitability ratios (NPM, ROI, ROA and ROE), activity ratios (TATO and FATO), market ratios (EPS and PER), liquidity ratios (CR and QR) and solvency ratios (DR and DER). Non probability sampling method with a purposive sampling approach is used to determine the samples of this study. Using descriptive statistical test we find that financial performance before a merger or acquisition is fluctuating while after a merger or acquisition tends to decline. In other words, merger and acquisition not effective yet to improve company’s financial performance.
 Keywords: Acquisition; Financial Performance; Merger.

Exploring the Link of Real Options Theory with Dynamic Capabilities Framework in Open Innovation-Type Merger and Acquisition Deals

Although it is well established that acquisition-based dynamic capabilities have important consequences for merger and acquisition (M&A) processes, direct evidence on how real option applications can measure a dynamic capability-based synergy in open innovation-type M&A deals has been scarce. This study draws from seminal research on real options theory to explore some of these benefits and limits to value a synergy in one recent highly strategic acquisition. To strengthen the identification of causal effects, the paper develops the proposition that justifies the role of dynamic capabilities as antecedents of the success of open innovation-type M&A deals in the ICT industry and demonstrates real options’ application to measure M&A synergies. To test the internal and external validity of the proposition, the explorative case study on Samsung’s acquisition of Harman International Industries was analyzed and interpreted. This study contributes important empirical evidence to bear on the literature on open innovation theory, dynamic capabilities framework, and real options theory.

Emerge: constraining merging probabilities and time-scales of close galaxy pairs

ABSTRACT Theoretical models are vital for exploring the galaxy merger process, which plays a crucial role in the evolution of galaxies. Recent advances in modelling have placed tight constraints on the build-up of stellar material in galaxies across cosmic time. Despite these successes, extracting the merger rates from observable data remains a challenge. Differences in modelling techniques, combined with limited observational data, drive conflicting conclusions on the merging time-scales of close pairs. We employ an empirical model for galaxy formation that links galaxy properties to the growth of simulated dark matter haloes, along with mock light-cone galaxy catalogues, to probe the dependences of pair merging probabilities and merging time-scales. In this work, we demonstrate that the pair merging probabilities are best described by a logistic function and that mean merging time-scales can be well approximated by a linear relation in the projected separation and line of sight velocity difference in observed pairs. Together, our fitting formulas can accurately predict merger rates from galaxy pairs to at least z ∼ 4 under a wide variety of pair selection criteria. Additionally, we show that some commonly used pair selection criteria may not represent a suitable sample of galaxies to reproduce underlying merger rates. Finally, we conclude from our analysis that observation time-scales are primarily driven by dynamics and are not strongly impacted by the star formation properties of the component galaxies.

РЕТРОСПЕКТИВНЫЙ АНАЛИЗ РАЗВИТИЯ РЕЙДЕРСТВА В КАЗАХСТАНЕ

В умовах сучасної ринкової економіки в Казахстані кримінальні елементи активно практикують використання механізму рейдерських захоплень фірм і підприємств. Незважаючи на те що рейдерство було популярно в XX столітті, в даний час воно перетворюється, методи рейдерських захоплень удосконалюються, і деколи складно розмежувати їх і цивільно-правові спори. Сучасна практика показує, що для рейдерських захоплень широко використовується недосконале законодавство, особливо законодавчі прогалини. У статті проаналізовано виникнення рейдерства в Казахстані, його розвиток, нинішній стан, а також відображені державні заходи з протидії рейдерству на всіх його етапах.

LEGAL ASPECTS OF MERGER STUDY ON PT BANK TABUNGAN PENSIUNAN NASIONAL TBK

Mergers and acquisitions have been the driving force of the world economy and have played an important role in the strategies of many companies. To create a healthy, strong, and competitive banking structure, several steps are needed to consolidate banking sector. To realize this vision, Financial Services Authority (OJK) encourages investors and the banking industry to consolidate, including through a merger, one of those is the Merger of BTPN and SMBCI. The purpose of this article is to examine legal aspects in the merger process and procedure as well as the main issues relating to the application of principles in the protection of employees and minority shareholders. The method used to address the problems in this article is normative legal research, which shows that the merger is a horizontal merger by applying the principles of fair dealing and appraisal rights and not forgetting to apply the principle of employee protection.

Lightning activity during convective cell mergers in a squall line and corresponding dynamical and thermodynamical characteristics

The convective cell mergers and their impact on lightning activity during an extreme severe squall line system that occurred over the Beijing Metropolitan Region (BMR) have been investigated by using observations from the Beijing Broadband Lightning Network (BLNET), S-band Doppler weather radar, and other meteorological data. During the merger, the external and local multi-cells were connected by triggering new cells between them, and subsequently, cloud bridges formed at 1–5 km AGL. The total flash rate (TFR) of the whole storm decreased slightly at the beginning of the merger, increased sharply later, and peaked when the merger was completed. The TFR of the rear cell reduced to around zero while the TFR of the front cells increased in different degrees, which showed that the merger process exerted different effects on individual cells. Also, the vertical profiles of radar reflectivity illustrated that the merger process tended to weaken the rear cell and strengthen the front cells in spatial scale and intensity, presented as a rear-cell feeding merger. The results from the Variational Doppler Radar Analysis System (VDRAS) are used to derive the corresponding dynamical and thermodynamical processes. The rear-inflow jet (RIJ) penetrated the trailing-stratiform region and extended into the lower layer of the front cells of the storm during the merger period. The resulting strong convergence and updraft of front cells brought water vapor from the bottom to the upper layers, which is conducive to the formation of ice particles, the possibility of noninductive electrification, and the subsequent lightning flashes.

Support and opposition in an attempted higher education merger

The study explores an ultimately unsuccessful merger of three Norwegian public university colleges. It shows how social practices of support for and opposition to the merger were the effects of the intersection(s) between why the merger was necessary and how the proposed merger process was enacted. Support and opposition may change during the merger process, since participants move in and out of positions given how the process unfolds. We relate support and opposition to identity. A merger supports attractive identities if it is consonant with overarching normative ideals of higher education and experienced fairness during the merger process. The findings have implications for how we can better understand and explain why some merger initiatives lead to termination instead of a merger.

Leading Change with Faculty in Higher Education Institution Mergers

Higher education institution administration must identify if there is a need to engage in an academic merger and how to effectively communicate with faculty and incorporate them during the change process. Faculty members in higher education institutions are essential to execute the phases of academic mergers and should be involved throughout the merger process. A qualitative case study of 12 faculty members from 12 different higher education institutions provides faculty perceptions and engagement in higher education institution mergers. The qualitative research data from faculty used in this paper discuss the emergent themes and recommended practices: 1) communication for buy-in, 2) planning for success, and 3) the emotions of disruption.

Case Analysis of SPEARHEAD's Cross Border M&A of Germany Smaato

With the improvement of the position of digital marketing in China's media industry, many Chinese media companies have entered the field of online marketing through M&A and other means. This article mainly analyses the case of Beijing SPEARHEAD Integrated Marketing Consulting Group Co., Ltd.'s cross-border merger and acquisition of German Smaato. First, it gives an overview of the Chinese media industry and the companies on both sides. Second, it analyses the preliminary preparations for the merger and acquisition, and analyses the merger and acquisition process. Finally, it selects typical media companies such as Blue Cursor as comparable companies to compare with SPEARHEAD to analyse the reasons for the failure of the merger.

Formation of counter-rotating and highly eccentric massive black hole binaries in galaxy mergers

ABSTRACT Supermassive black hole (SMBH) binaries represent the main target for missions such as the Laser Interferometer Space Antenna and Pulsar Timing Arrays. The understanding of their dynamical evolution prior to coalescence is therefore crucial to improving detection strategies and for the astrophysical interpretation of the gravitational wave data. In this paper, we use high-resolution N-body simulations to model the merger of two equal-mass galaxies hosting a central SMBH. In our models, all binaries are initially prograde with respect to the galaxy sense of rotation. But, binaries that form with a high eccentricity, e ≳ 0.7, quickly reverse their sense of rotation and become almost perfectly retrograde at the moment of binary formation. The evolution of these binaries proceeds towards larger eccentricities, as expected for a binary hardening in a counter-rotating stellar distribution. Binaries that form with lower eccentricities remain prograde and at comparatively low eccentricities. We study the origin of the orbital flip by using an analytical model that describes the early stages of binary evolution. This model indicates that the orbital plane flip is due to the torque from the triaxial background mass distribution that naturally arises from the galactic merger process. Our results imply the existence of a population of SMBH binaries with a high eccentricity and could have significant implications for the detection of the gravitational wave signal emitted by these systems.

Exploring the Cultural, Managerial and Organizational Implications on Mergers and Acquisitions Outcomes

Abstract Background/Purpose: This work is focused on the variables that influence the outcomes of mergers and acquisitions, by learning from past mistakes, adopt better strategies and make wiser decisions to enhance the outcomes of their mergers and acquisitions. Using a qualitative approach, this research contributes to existing knowledge on mergers and acquisitions performance by exploring the cultural, managerial and organizational factors dimensions through an integrative approach using multiple perspectives. Methodology: Fifteen interviews were conducted with experienced professionals in multiple areas of mergers and acquisitions. Content analysis was used to interpret the results. This enabled to achieve a more complete set of answers and potential solutions while comparing opinions on the same problems from slightly different angles. Results: Results show the existence of managerial hubris, emotional attachment and over-optimism in mergers and acquisitions. There was a relative support towards standardizing the process of mergers and acquisitions deals, but respondents advise to keep some creativity and flexibility. Conclusion: The article concludes by addressing key issues for mergers and acquisitions performance: capabilities and experience; organizational communication; internal coordination; and, key issues for decision-making.

ANALYSIS OF THE PRECONDITIONS FOR THE DEVELOPMENT OF ENERGY NETWORKS IN UKRAINE

In many countries, the economy's energy sector is on the path of radical change and radical transformation. There are processes of mergers, acquisitions, changes in the structure of government, the boundaries of the sphere of activity, and territorial presence, forcing many former energy monopolies to use new models of value creation. In the EU, the USA, Japan, China, and other countries, smart energy networks and smart meters are positioned as priority areas for energy development shortly. Smart energy grids can empower consumers by making them more aware of energy consumption, forecasting, and demand management. Such networks contain tools to respond quickly to energy market price signals, flexibly increasing or decreasing energy consumption. According to the International Energy Agency forecast, a significant increase in global demand for energy resources (electricity, oil, and gas) is expected in the future. Under the pressure of this factor, a new sustainable business model of energy consumption is being formed, which is being scaled to consumers in all countries of the world. For Ukraine, the benefits of smart grids are particularly relevant, as energy infrastructure and systems are severely worn out both physically and morally. Quickly and flexibly managing infrastructure is crucial for balancing energy flows. With this in mind, economic agents of the energy market are faced with the need to implement new standards ratified by Ukraine in the framework of energy packages to continuously improve the efficiency and reliability of energy supply to meet the requirements for greenhouse gas emissions. Such changes include an analysis of the development of networks in view of existing requirements and prerequisites: replacement of fossil fuels with renewable energy sources; taking advantage of digital energy management technologies (e.g. IoT, blockchain); development of sustainable energy communities interested in improving the energy efficiency of both urban infrastructure as a whole and individual buildings; transition from centralized to decentralized energy generation.

MARKET CONCENTRATION IN THE PERSONAL COMPUTER INDUSTRY

The objective of this exploratory study was to investigate the present market concentration in the personal computer (PC) industry and compare it with the trends in other manufacturing industries. PC industry specific is that it operates on a global market. The results of the study show that the PC industry is increasingly concentrating. The market power of companies in the PC industry is growing due to merger and acquisition processes and the inability of some companies to maintain large economies of scale. Values of CR4 and HHI indicators for period from 2018-2020 indicate the oligopolistic structure of the PC market. However, due to technological innovations in PC and other competitive industries such as smartphone and tablet industries, PC vendors have less market power than manufacturers in other more stable oligopolistic industries. Moreover, comparison in concentration trends between the global PC industry and U.S. manufacturing industries points to differences in market concentration. Although the number of businesses in both industries is declining, market concentration trends differ as the PC industry shows a constant ascending trajectory of market concentration. Globalization processes that increase concentration and market power in industries characterized by large economies of scale are discussed as well, along with the results of the examination of relationships between market concentration rates and companies? financials.

Особливості «злиття» та «поглинання» компаній у міжнародному бізнесі

The publication presents features of the modern mergers and acquisitions (M&A) process. It should be noted that in the modern world, with the growing global competition, aggressive policies of individual market participants, rapid technological changes, financial regulation and the changing role of the State in the economy, there is a need to expand the activities of large companies. The majority of the most successful companies choose the joint mode of development, such as mergers and acquisitions. As a result of mergers and acquisitions, business will grow and become more influential, and not only national governments, but also international economic organizations will not be able to depend on regulation and management. Today, among the leading domestic or foreign economists there is no consensus on the definition of the concepts of «mergers» and «acquisitions», which is explained by the diversity and complexity of the nature of these processes. The main types of these processes have been identified and their characterizations are provided. When researching the processes of mergers and acquisitions of enterprises, their main differences are determined. It is proved that in an ever-changing market, increased competition and well-thought-out and well-made transactions on international mergers and acquisitions can significantly increase the value of companies. At the present stage, international mergers and acquisitions occupy strong positions in the policy of private companies as the main strategic instrument for business development.

Global Quality Management Systems: Strategies in a Challenging, Complex Environment of Mergers, Acquisitions, and Strategic Partnerships

The relative newness of globalization processes means that insights into the complexities of management systems operating in a global environment are yet to mature. No single definition for global quality management systems (QMS) has been accepted in the literature, and there is a dearth of systematic research, models and methodologies for dealing with the complex challenges posed by globalization. These challenges are further compounded when organizations use business and strategic processes such as mergers, acquisitions, and strategic partnerships to accelerate growth. This article fills a gap in the field of global QMS development in light of these processes, and presents a preliminary attempt to develop theories and methods for analyzing global QMS in the dynamic field of mergers, acquisitions, and strategic partnerships. Data was collected from intensive field research concerning the development processes of 18 multinational companies over three years. Grounded Theory methodology was used for developing a nascent theory, a starting point not only for further research but also for developing a global QMS strategy, which is currently conspicuous in its absence. Key variables that influence the work environment, constraints, interfaces, and goals of a global QMS were formulated by reviewing the development processes of the participating multinational companies, and identifying the theoretical, practical, and gaps of leading strategic, operational, and marketing characteristics and needs generally and specifically of the QMS as related to M&A. The themes articulate the significant issues and challenges that global QMS face following M&A and can serve as a preliminary skeleton for constructing a body of knowledge concerning the proactive perception of the conduct of a global quality system experiencing the challenges of M&A and global expansion. This article lays a potential foundation for broader and deeper research on a nascent theory, that will be able to guide global QMS functions in dealing with the dynamic process of mergers, acquisitions, and strategic partnerships. The impact assessment serves as a tool for identifying and developing the proper QMS integration strategy, thereby helping plan global QMS strategy and identifying the steps necessary for its effective implementation. Integration of strategic, operational, marketing, and QMS assessments before conducting the merger and acquisition (M&A) augments the functional level of management and supports developing a strategy for integrating the global QMS in the acquired company.

Decihertz Gravitational Waves from Double White Dwarf Merger Remnants

Abstract Close binaries of double white dwarfs (DWDs) inspiral and merge by emitting gravitational waves (GWs). Orbital motion of some of these binaries is expected to be observed at a low-frequency band by space-borne laser interferometric detectors of GWs. The merger remnant may suffer thermonuclear runaway and explode as SNe Ia if they are massive enough. As GW sources, the remnants have so far been scarcely studied. Here we propose a new mechanism of GW emission from DWD merger remnants that may be observed by planned GW detectors in a decihertz frequency band. A remnant is temporarily expected to have a high degree of differential rotation as a consequence of the merger process. It is then unstable to oscillation modes whose azimuthal pattern speed coincides with the stellar rotation. We solve the eigenvalue problem of differentially rotating remnants and identify unstable eigenmodes, which may be categorized to inertial modes. The estimate of characteristic strain of GWs shows that they may be detectable within the distance of the Virgo cluster by planned gravitational wave observatories targeting the decihertz band.

SPACs: Insider IPOs

Proponents have hailed special purpose acquisition companies (SPACs) as the democratization of capitalism. In a SPAC, a publicly traded shell corporation acquires a private target, thereby taking it public in a manner that circumvents the rigors of a traditional initial public offering (IPO). Known as the “poor man’s private equity,” SPACs have been touted for giving the masses an otherwise rare chance to invest in private companies, and thereby reap the high returns usually reserved for the wealthy. Our original hand-collected data tell a different story. We focus on two harms that SPACs present. First, they are singularly illiquid investments—even when nominally public, SPACs are generally owned and traded by the very few. Second, SPACs evolved to eliminate meaningful shareholder voice on the acquisition of a private target, using instead a species of “empty voting,” meaning that any such vote had no economic impact. By rendering the shareholder vote a nullity, SPACs can now virtually guarantee that a target will go public. This laxity of process creates the risk that subpar firms will trade side by side with quality public companies, tarnishing the market as a whole. We are the first to examine this absence of liquidity and shareholder power, both of which are products of SPACs’ domination by insiders. This Article’s original data on SPACs’ empty voting, delinquent public filings, and thin-to-nonexistent trading provide empirical evidence that a small group of insiders use SPACs to manipulate the merger process, free of traditional IPO safeguards. We conclude with a reform proposal to reunite shareholders’ economic interest with voting power. This potential reform addresses the concerns of liquidity and lack of selectivity, while also providing a viable alternative to the traditional IPO.

Effectiveness of integration transactions of companies in the environmental sector

This article is aimed at improving the processes of evaluation by enterprises of the agro-industrial complex of planned decisions on acquisitions and mergers. The work is based on the analysis of integration evaluation problems, known approaches to their solution, and the development of the conceptual framework for evaluating these transactions. The article offers a method developed by the authors to assess the effectiveness of merger processes. The proposed method for evaluating mergers is developed on the basis of assessing the change in the company’s potential after the merger. The assessment of potential changes resulting from the implementation of integration projects will allow assessing the economic impact of merger options, taking into account the environmental consequences for the territory. The proposed method is aimed at more accurate accounting of changes in the intangible assets of the combined company as a result of integration. Rationalizing the evaluation of the effectiveness of mergers will allow the owners of the evaluated companies to improve the quality of preparation of integration transactions and reduce the risks of making inefficient decisions.