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Mergers and acquisitions
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==History== {{See also|Corporate finance#History}} Most histories of M&A begin in the late 19th century United States. However, mergers coincide historically with the existence of companies. In 1708, for example, the [[East India Company]] merged with an erstwhile competitor to restore its monopoly over the Indian trade. In 1784, the Italian [[Monte dei Paschi di Siena|Monte dei Paschi]] and Monte Pio banks were united as the Monti Reuniti.<ref>{{cite web|url=http://english.mps.it/La+Banca/Storia/The+Lorraine+reform.htm |title=Monte dei Paschi di Siena Bank | About us | History | The Lorraine reform |date=2009-03-17 |access-date=2012-12-18}}</ref> In 1821, the [[Hudson's Bay Company]] merged with the rival [[North West Company]]. ===The Great Merger Movement: 1895β1905=== {{More citations needed section|date=April 2025}} The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets, such as the [[Standard Oil Company]], which at its height controlled nearly 90% of the global [[oil refinery]] industry.{{citation needed|date=April 2025}} It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used were so-called [[Trust (19th century)|trusts]]. In 1900 the value of firms acquired in mergers was 20% of [[GDP]]. In 1990 the value was only 3% and from 1998 to 2000 it was around 10β11% of GDP. Companies such as [[DuPont]], [[U.S. Steel]], and [[General Electric]] that merged during the Great Merger Movement were able to keep their dominance in their respective sectors through 1929, and in some cases today, due to growing technological advances of their products, [[patents]], and [[brand recognition]] by their customers. There were also other companies that held the greatest market share in 1905 but at the same time did not have the competitive advantages of the companies like [[DuPont (1802β2017)|DuPont]] and [[General Electric]]. These companies such as [[International Paper]] and [[American Chicle]] saw their market share decrease significantly by 1929 as smaller competitors joined forces with each other and provided much more competition. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. In addition, many of these mergers were capital-intensive. Due to high fixed costs, when demand fell, these newly merged companies had an incentive to maintain output and reduce prices. However more often than not mergers were "quick mergers". These "quick mergers" involved mergers of companies with unrelated technology and different management. As a result, the efficiency gains associated with mergers were not present. The new and bigger company would actually face higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains, they were in fact done because that was the trend at the time. Companies which had specific fine products, like fine writing paper, earned their profits on high margin rather than volume and took no part in the Great Merger Movement.{{Citation needed|date=June 2008}} ====Short-run factors==== One of the major short run factors that sparked the Great Merger Movement was the desire to keep prices high. However, high prices attracted the entry of new firms into the industry. A major catalyst behind the Great Merger Movement was the [[Panic of 1893]], which led to a major decline in demand for many homogeneous goods. For producers of homogeneous goods, when demand falls, these producers have more of an incentive to maintain output and cut prices, in order to spread out the high fixed costs these producers faced (i.e. lowering cost per unit) and the desire to exploit efficiencies of maximum volume production. However, during the Panic of 1893, the fall in demand led to a steep fall in prices. Another economic model proposed by Naomi R. Lamoreaux for explaining the steep price falls is to view the involved firms acting as [[monopolies]] in their respective markets. As quasi-monopolists, firms set quantity where marginal cost equals marginal revenue and price where this quantity intersects demand. When the [[Panic of 1893]] hit, demand fell and along with demand, the firm's marginal revenue fell as well. Given high fixed costs, the new price was below average total cost, resulting in a loss. However, also being in a high fixed costs industry, these costs can be spread out through greater production (i.e. higher quantity produced). To return to the quasi-monopoly model, in order for a firm to earn profit, firms would steal part of another firm's market share by dropping their price slightly and producing to the point where higher quantity and lower price exceeded their average total cost. As other firms joined this practice, prices began falling everywhere and a price war ensued.<ref>Lamoreaux, Naomi R. "The great merger movement in American business, 1895-1904." Cambridge University Press, 1985.</ref> One strategy to keep prices high and to maintain profitability was for producers of the same good to collude with each other and form associations, also known as [[cartel]]s. These cartels were thus able to raise prices right away, sometimes more than doubling prices. However, these prices set by cartels provided only a short-term solution because cartel members would cheat on each other by setting a lower price than the price set by the cartel. Also, the high price set by the cartel would encourage new firms to enter the industry and offer competitive pricing, causing prices to fall once again. As a result, these cartels did not succeed in maintaining high prices for a period of more than a few years. The most viable solution to this problem was for firms to merge, through [[horizontal integration]], with other top firms in the market in order to control a large market share and thus successfully set a higher price.<ref>{{cite journal |title=Principles of Economics(10.2 Oligopoly) |url=https://pressbooks-dev.oer.hawaii.edu/principlesofeconomics/chapter/10-2-oligopoly/ |website=UH Pressbooks The University of HawaiΚ»i |language=en-ca |date=2016}}</ref> ====Long-run factors==== In the long run, due to desire to keep costs low, it was advantageous for firms to merge and reduce their transportation costs thus producing and transporting from one location rather than various sites of different companies as in the past. Low transport costs, coupled with [[economies of scale]] also increased firm size by two- to fourfold during the second half of the nineteenth century. In addition, technological changes prior to the merger movement within companies increased the efficient size of plants with capital intensive assembly lines allowing for economies of scale. Thus improved technology and transportation were forerunners to the Great Merger Movement. In part due to competitors as mentioned above, and in part due to the government, however, many of these initially successful mergers were eventually dismantled. The U.S. government passed the [[Sherman Act]] in 1890, setting rules against [[price fixing]] and monopolies. Starting in the 1890s with such cases as [[Addyston Pipe and Steel Company v. United States]], the courts attacked large companies for strategizing with others or within their own companies to maximize profits. Price fixing with competitors created a greater incentive for companies to unite and merge under one name so that they were not competitors anymore and technically not price fixing. The economic history has been divided into ''Merger Waves'' based on the merger activities in the business world as: {|class="wikitable" |- style="background:#eee;" !Period !Name !Facet <ref>{{Cite web|url=https://home.kpmg.com/za/en/home/insights.html|title=Insights {{!}} KPMG {{!}} ZA|date=2016-11-15|website=KPMG|language=en-GB|access-date=2017-12-11}}</ref> |- | style="text-align:center;"| 1893β1904 |First Wave |Horizontal mergers |- | style="text-align:center;"| 1919β1929 |Second Wave |Vertical mergers |- | style="text-align:center;"| 1955β1970 |Third Wave |Diversified conglomerate mergers |- | style="text-align:center;"| 1974β1989 |Fourth Wave |Co-generic mergers; Hostile takeovers; Corporate Raiding |- | style="text-align:center;"| 1993β2000 |Fifth Wave |Cross-border mergers, mega-mergers |- | style="text-align:center;"| 2003β2008 |Sixth Wave |Globalisation, Shareholder Activism, Private Equity, LBO |- | style="text-align:center;"| 2014β |Seventh Wave |Generic/balanced, horizontal mergers of Western companies acquiring emerging market resource producers. Reverse Mergers, Spac Mergers |} ===Objectives in more recent merger waves=== During the third merger wave (1965β1989), corporate marriages involved more diverse companies. Acquirers more frequently bought into different industries. Sometimes this was done to smooth out cyclical bumps, to diversify, the hope being that it would hedge an investment portfolio. Starting in the fifth merger wave (1992β1998) and continuing today, companies are more likely to acquire in the same business, or close to it, firms that complement and strengthen an acquirer's capacity to serve customers. In recent decades however, cross-sector convergence<ref>{{Cite news|url=https://www.bloomberg.com/gadfly/articles/2018-01-02/dealmaking-trend-for-corporate-america-is-cross-pollination|title=Corporate America's Dealmakers Are Cross-Pollinating|newspaper=Bloomberg.com|date=2 January 2018|access-date=2018-10-18}}</ref> has become more common. For example, retail companies are buying tech or e-commerce firms to acquire new markets and revenue streams. It has been reported that convergence will remain a key trend in M&A activity through 2015 and onward. Buyers are not necessarily hungry for the target companies' hard assets. Some are more interested in acquiring thoughts, methodologies, people and relationships. [[Paul Graham (computer programmer)|Paul Graham]] recognized this in his 2005 essay "Hiring is Obsolete", in which he theorizes that the free market is better at identifying talent, and that traditional hiring practices do not follow the principles of free market because they depend a lot upon credentials and university degrees. Graham was probably the first to identify the trend in which large companies such as [[Google]], [[Yahoo!]] or [[Microsoft]] were choosing to acquire startups instead of hiring new recruits,<ref>{{cite web|url=http://www.paulgraham.com/hiring.html|title=Hiring is Obsolete|access-date=18 February 2015}}</ref> a process known as [[acqui-hiring]]. Many companies are being bought for their patents, licenses, market share, name brand, research staff, methods, customer base, or culture.<ref name="Hollenbeck2020"/> Soft capital, like this, is very perishable, fragile, and fluid. Integrating it usually takes more finesse and expertise than integrating machinery, real estate, inventory and other tangibles. === Largest deals in history === The top ten largest deals in M&A history cumulate to a total value of 1,118,963 mil. USD. (1.118 tril. USD).<ref>{{Cite news|url=https://imaa-institute.org/mergers-and-acquisitions-statistics/|title=M&A Statistics - Worldwide, Regions, Industries & Countries|work=Institute for Mergers, Acquisitions and Alliances (IMAA)|access-date=2018-02-28|language=en-US}}</ref> {| class="wikitable sortable" !Date announced !Acquiror name !Acquiror mid-industry !Acquiror nation !Target name !Target mid-industry !Target nation !Value of transaction ($mil) |- |1999-11-14 |[[Vodafone|Vodafone AirTouch]] PLC |Wireless |United Kingdom |[[Mannesmann]] AG |Wireless |Germany |202,785.13 |- |2000-01-10<ref name="academia.edu"/> |[[America Online]] Inc |Internet Software & Services |United States |[[Time Warner]] |Motion Pictures / Audio Visual |United States |164,746.86 |- |2015-06-26 |[[Altice (company)|Altice]] NV |Cable |Luxembourg |Altice Sa |Cable |Luxembourg |145,709.25 |- |2013-09-02 |[[Verizon Communications]] Inc |Telecommunications Services |United States |[[Verizon Wireless]] Inc |Wireless |United States |130,298.32 |- |2007-08-29 |Shareholders |Other Financials |Switzerland |[[Philip Morris Intl]] Inc |Tobacco |Switzerland |107,649.95 |- |2015-09-16 |[[Anheuser-Busch InBev]] SA/NV |Food and Beverage |Belgium |[[SABMiller]] PLC |Food and Beverage |United Kingdom |101,475.79 |- |2007-04-25 |[[RFS Holdings]] BV |Other Financials |Netherlands |[[ABN-AMRO Holding]] NV |Banks |Netherlands |98,189.19 |- |1999-11-04 |[[Pfizer Inc]] |Pharmaceuticals |United States |[[Warner-Lambert Co]] |Pharmaceuticals |United States |89,167.72 |- |2016-10-22 |[[AT&T]] |Media |United States |[[Time Warner]] |Media |United States |88,400 |- |1998-12-01 |[[Exxon]] |Oil & Gas |United States |[[Mobil]] |Oil & Gas |United States |78,945.79 |- |2022-01-18 |[[Microsoft]] |Technology |United States |[[Blizzard Entertainment]] and [[Activision]] under parent company [[Activision Blizzard]] |Video games |United States |68,700 |}
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