The Merger - What To Do When Companies Converge
You may hear about it in the financial news - the merger. Its often a situation cloaked in mystery and confusion. Do you know what to do when a company youve invested in plans to merge with another company? In this article, well show you how to invest around mergers and the ups and downs involved in the process.
SEE: Cashing In On Corporate Restructuring
How It Works
A merger occurs when a company finds a benefit in combining business operations with another company, in a way that will contribute to increased shareholder value. It is similar in many ways to an acquisition, which is why the two actions are so often grouped together as mergers and acquisitions (M&As).
In theory, a merger of equals is where two companies convert their respective stocks to those of the new, combined company. However, in practice, two companies will generally make an agreement for one company to buy the other companys common stock from the shareholders in exchange for its own common stock. In some rarer cases, cash or some other form of payment is used to facilitate the transaction of equity. Usually the most common arrangements are stock-for-stock. (For more reading on mergers, .)
Mergers dont occur on a one-to-one basis - that is, exchanging one share of Company As stock typically wont get you one share of the merged companys stock. Much like a split, the amount of the new companys shares received in exchange for your stake in Company A is represented by a ratio. The real number might be one for 2.25, where one share of the new company will cost you 2.25 shares of Company A. In the case of fractional shares, they are dealt with in one of two ways: the fraction is cashed out automatically and you get a check for the market value of your fraction, or the number of shares is rounded down.
Mergers Vs. Acquisitions
While the two processes are similar, dont confuse mergers with acquisitions. While in many cases the distinction between the two may be corporate politics and semantics, there are a lot of blue chips that make quite a few acquisitions while maintaining relatively low volatility. As a general rule of thumb, if the corporate leadership of the company in which you own a stake doesnt change much, it is probably an acquisition. However, if your company experiences significant restructuring, were looking more along the lines of a merger.
Understanding the Buyout Circumstances
The circumstances of a buyout can also be very important. The investor should get to know the nature of the merger, key information concerning the other company involved, the types of benefits that shareholders are receiving, which company is in control of the deal and any other relevant financial and non-financial considerations.
While it may seem counterintuitive, owning the company thats being bought out can be a real windfall for investors. Thats because if the company being bought has shown respectable performance and has good prospects for the future, a certain amount of goodwill may be involved.
Goodwill usually accounts for intangible assets, though if those assets werent factored into the stock price when you purchased your shares of the company being bought, you can end up on top. Goodwill is a source of confusion for a lot of people, but essentially what it amounts to is the amount of money a company pays over the book value of another company to purchase it. And lets not forget that because intangible assets arent always easily valued, you can expect that a certain phantom percentage of most companies that have goodwill on their balance sheets may be overvalued. While thats not a good deal for the guy who owns a few shares of the purchasing company, if you own the company being bought, this can be another win for you.
If the company youve invested in isnt doing so well, a merger can still be good news. In this case, a merger often can provide a nice out for someone who is strapped with an under-performing stock. Knowing less obvious benefits to shareholders can allow you to make better investing decisions with regard to mergers.
SEE: Bloodletting And Knights: Medieval Investment Terms
Importance and Consideration Regarding Your Vote
Keep in mind that a companys decision to merge with another company is not necessarily set in stone. If youre a shareholder in the company, the decision about whether to merge with another company is partially yours. The typical voting scenario for a publicly-held company will usually end with a shareholder vote on the issue of the merger. If your analysis and consideration tells you that a merger is a step in the wrong direction or if it tells you that it might be a great financial opportunity , voting with your shares is the best way to exercise your power over the decision-making process.
Non-financial considerations can also be important when looking over a merger deal. Remember: its not necessarily all about money. Maybe the merger will result in too many lost jobs in a depressed area. Maybe the other company is a big polluter or funds political or social campaigns that you dont support. For most investors, the concept of whether or not the newly formed company will be able to make you money is certainly a big deal, but it might be worthwhile to keep the non-financial issues in mind, because they might be important enough to become deal breakers.
Analyze Financial Reports
Even though there arent a lot of people who enjoy reading financial statements, examining key information for each company involved in the merger is a good idea. Look over and analyze the company if youre not familiar with it, and determine for yourself if it is a good investment decision. If you find that it isnt, chances are that the newly formed company wont be terribly good either.
When analyzing financial statements, make sure that you look over the most up-to-date financial statements and annual reports from both companies. A lot can happen since the last time you took a look at your companys financials, and new information can be a key to determining what influenced the other companys interest in a merger.
Understanding the Changing Dynamics of the New Company
The new company likely will have a few noticeable changes from the original. One of the most common situations is the change in leadership. Certain concessions are usually made in merger negotiations, and the executives and board members of the new company will change to some degree, or at least have plans to change in the future. When you cast your vote for a proposed merger, remember that youre agreeing to adjoining conditions like leadership changes as well.
Putting Your Information to Work
As mentioned before, when it comes down to it, your vote is your own and it represents your choice for or against a merger. But keep in mind that as a shareholder of an involved company, your decision should reflect a combination of the best interest for yourself, the company and the outside world. With the right information and relevant consideration of the facts, coming out ahead in the face of a merger can be a realistic goal.
