Mergers and Acquisitions

Abstract

There are many types of mergers and acquisitions (M&A), be they a minority acquisition to explore a potential high growth emerging market, a takeover of a financially distressed firm with the aim of turning it around, or a private equity firm seeking short- to medium-term returns. The terms “merger” and “acquisition” are often used interchangeably, even though they have distinct denotations: In an acquisition, the acquirer purchases the majority of the shares (over 50%) of another company (the “target”) or parts of it (e.g., a business unit or a division). In a merger, a new company is formed in which the merging parties share broadly equal ownership. The term “merger” is often used strategically by acquirers to alleviate fears and send out a message of friendly combination to employees. In terms of transaction numbers, the majority of M&A transactions are acquisitions, whereas mega-merger deals gain media attention owing to transaction size. While M&A motives, acquirer types, and dynamics differ, most M&A share the aim of generating value from the transaction in some form. Yet a prevalent dilemma in the M&A practice and literature is that M&A often fail to deliver the envisioned benefits. Reasons for negative acquirer performance stem from overestimating potential synergies and paying high premiums for targets pre-deal. Another problem lies in securing post-deal value creation. Post-deal challenges relate to optimal integration speed, the degree of integration, change, or integration management, communication, resource and knowledge sharing, employee motivation and turnover, and cultural integration. Researchers are calling for more research on how pre-deal processes such as target evaluation and negotiations influence M&A performance. A closer look at this literature, though, highlights several controversies. First, the literature often lacks precision when it comes to defining M&A. We call for future research to be explicit concerning the type of merger or acquisition transaction, and the organizational contexts of the acquiring and target firms. Second, we are still lacking robust and unified frameworks that explain M&A occurrence and performance. One of the reasons for this is that the literature on M&A has developed in different disciplines, focusing on either pre- or post-deal aspects. This has resulted in a “silo” effect with a limited understanding about the combined effects of financial, strategic, organizational, and cultural factors in the pre- and post-deal phases on M&A performance. Third, M&A studies have failed to critically scrutinize the M&A phenomenon, including aspects such as power, politics, and managerial drivers. Fourth, scholars have tended to focus on single, isolated M&A. We call for future research on M&A programs and M&A as part of broader corporate strategies. Finally, the study of M&A has suffered from a managerial bias, with insufficient attention paid to the rank and file, such as engineers, or marketing or administrative employees. We therefore call for future research that takes a broader view on actors involved in M&A, placing a greater emphasis on individuals’ roles and practices.