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The Bao Lyon Group, LLC Mergers & Acquisitions (M&A)
The term "merger" refers to the consolidation of two or more business entities into one through a pooling of resources. An acquisition or takeover is defined as when one corporation buys another. Both these actions can be similar in the sense that they bring together two entities, but the terms are not interchangeable; there are differences between the two.
A merger refers to the coming together of two companies that can be regarded as equals. Two companies decide to join forces in order to increase the strength of their assets, have a higher market and consumer base, and ultimately make higher profits. The two businesses or corporations become jointly owned and are registered as a new legal entity – which has an identity different from the two companies that came together for the merger.
An acquisition occurs when one company or corporation takes control of another one – the very name indicates that the company that acquires the other is the dominant one. Generally, larger companies acquire smaller companies. In such cases, the company takes over a smaller one and establishes itself as the owner.
The main aim of a merger is to make use of the assets of both companies, and combine them to create a new entity whose worth is more than the sum of the two original entities put together. In a "merger of equals," the stocks of both companies are surrendered and new stocks are issued. That is, mergers occur when two companies pool their resources to function together. Acquisitions, on the other hand, require one firm to buy another – the bigger company buys all the shares of the smaller company, or buys all of its assets. No new stocks or shares are issued in case of an acquisition, nor is a new corporate entity registered. Call us for more details!
Given that a merger brings together two equals, both parties are willing to enter into the deal. Acquisitions however can be either amicable or hostile; sometimes, a bigger firm takes over a smaller one, even when the management of the smaller firm is against the takeover. Sometimes a bigger company buys out a smaller one, but the process is dubbed a merger to avoid making a negative impression.
Achieving merger or acquisition success has proven to be a very difficult and complex process, with many dimensions influencing its outcome. If your company is looking to merge with another or to acquire one, contact us, we can assist to make sure your project has a happy ending for all the parts involved in the transaction.
"In our search for new stand-alone businesses, the key qualities we seek are durable competitive strengths; able and high-grade management; good returns on the net tangible assets required to operate the business; opportunities for internal growth at attractive returns; and, finally, a sensible purchase price"
- Warren Buffett
