For an excellent video regarding acquisitions, which is a component of Article 3 (“Six Flags to Sell Seven of Its Parks”) of this newsletter, please see the video, Acquisition Definition, and the full article, Acquisition: Meaning, Types, and Examples.

What Is an Acquisition?

An acquisition is a transaction in which one company purchases most or all of another company’s shares to gain control of that company. Acquisitions are common in business and may occur with or without the target company’s approval. There’s often a no-shop clause during the process of approval.

Most people commonly hear about the acquisitions of large, well-known companies, but mergers and acquisitions (M&A) occur more regularly between small- to medium-sized firms than between large companies.

Understanding Acquisitions

An acquisition is a financial transaction that occurs when one business acquires the majority or all of its target’s shares. The goal of an acquisition is to gain control of the target’s operations, including its assets, production facilities, resources, market share, customer base, and other elements.

Companies acquire other businesses for various reasons. They might seek economies of scale, diversification, greater market share, increased synergy, cost reductions, or new niche offerings. They might simply want to cut out the competition.

Acquisitions are usually friendly endeavors. They occur when the target firm agrees to be acquired. Its board of directors approves of the deal. Friendly acquisitions often work toward the mutual benefit of both the acquiring and target companies.

Both companies develop strategies to ensure that the acquiring company purchases the appropriate assets, and they review the financial statements and other valuations for any obligations that may come with the assets. The purchase proceeds when both parties agree to the terms and meet any legal stipulations.

Purchasing more than 50 percent of a target firm’s stock and other assets allows the acquirer to make decisions about the newly acquired assets without the approval of the company’s other shareholders.

Issues to Consider Before an Acquisition

A company must evaluate whether its target company is a good candidate. Acquirers should ask, and receive answers to, several key questions before proceeding with a deal:

  • Is the price right? The metrics that investors use to value an acquisition candidate vary by industry. Acquisitions can fail because the asking price for the target company exceeds these metrics.
  • What is the target company’s debt load? A target company with an unusually high level of liabilities should be viewed as a warning of potential problems ahead. The target company might require the directors of the buying company to sign a whitewash resolution confirming the firm’s solvency.
  • Does the target company face undue litigation? Lawsuits are common in business, but a good acquisition candidate is not dealing with a level of litigation that exceeds what is reasonable and normal for its size and industry.
  • What are the target company’s financials? A good acquisition target will have clear, well-organized financial statements. This allows the acquirer to exercise due diligence. Complete and transparent financials also help to prevent unwanted surprises after the acquisition is complete.

Reasons for Acquisitions:

(1) Entering a New or Foreign Market

Buying an existing company in another country could be the easiest way to enter a foreign market if a company wants to expand its operations to that country or to a totally new market.

The purchased business will already have its own personnel, a brand name, and other intangible assets. This could help to ensure that the acquiring company will start off in a new market with a solid base.

(2) Growth Strategy

Perhaps a company met with physical or logistical constraints or depleted its resources. It’s often more sensible to acquire another firm than to expand its own when a company is encumbered in this way.

Such a company might look for promising young companies to acquire and incorporate into its revenue stream as a new way to profit.

(3) Reducing Excess Capacity and Decreasing Competition

Companies may start making acquisitions to reduce excess capacity, eliminate the competition, and focus on the most productive providers when there’s too much competition or supply.

Federal watchdogs often keep an eye on deals that may affect the market. Acquisitions between two similar companies may harm consumers, including higher prices and lower-quality goods and services.

(4) Gaining New Technology

Sometimes, it can be more cost-efficient for a company to purchase another company that has already implemented new technology successfully than to spend the time and money to develop the new technology itself.

Officers of companies have a fiduciary duty to perform thorough due diligence of target companies before making any acquisition.

Acquisition vs. Takeover vs. Merger

Acquisition and takeover mean almost the same thing, but they have different nuances on Wall Street.

An acquisition generally describes a primarily amicable transaction in which both firms cooperate. A takeover suggests that the target company resists or strongly opposes the purchase. The term “merger” is used when the purchasing and target companies mutually combine to form a completely new entity.

However, the exact use of these terms tends to overlap in practice because each acquisition, takeover, and merger is a unique case with its own peculiarities and reasons for undertaking the transaction.

Takeover

Unfriendly acquisitions are commonly known as hostile takeovers. They occur when the target company does not consent to the acquisition.

Hostile acquisitions do not have the same agreement from the target firm, so the acquiring firm must actively purchase large stakes of the target company to gain a controlling interest. This forces the acquisition.

It implies that the firms are not equal in one or more significant ways, even if a takeover is not exactly hostile.

Merger

A merger is the mutual fusion of two companies into one new legal entity, so it’s a more-than-friendly acquisition. This deal generally occurs between roughly equal companies in terms of their basic characteristics, including their size, customer base, and scale of operations.

The merging companies strongly believe that their combined entity would be more valuable to all parties, especially shareholders, than either one could be alone.

Example of Acquisitions

AOL was the most publicized online service of its time, extolled as “the company that brought the Internet to America.” Founded in 1985, it grew to become the United States’ largest Internet provider by 2000.

Meanwhile, the legendary media conglomerate Time Warner was being labeled an old media company, given its range of tangible businesses like publishing and television and an enviable income statement.

AOL Buys Time Warner

The young upstart AOL purchased the venerable giant Time Warner for $165 billion in 2000 in a masterful display of overweening confidence. The deal dwarfed all records and became the biggest merger in history.

The vision was that the new entity, AOL Time Warner, would become a dominant force in the news, publishing, music, entertainment, cable, and Internet industries. AOL became the largest technology company in America after the merger.

But the joint phase lasted less than a decade. The expected successes of the merger failed to materialize as AOL lost value and the dotcom bubble burst. AOL and Time Warner dissolved their union.

  • AOL Time Warner dissolved in a spinoff deal in 2009.
  • Time Warner remained an entirely independent company from 2009 to 2016.
  • Verizon acquired AOL for $4.4 billion in 2015.

AT&T’s Deal to Buy Time Warner

AT&T and Time Warner announced that AT&T would buy Time Warner for $85.4 billion in October 2016, morphing AT&T into a media heavy-hitter. AT&T completed the acquisition in June 2018 after a protracted court battle.

The AT&T-Time Warner acquisition deal of 2018 was as historically significant as the AOL-Time Warner deal of 2000. The U.S. Department of Justice sought to end the deal, saying the acquisition would hurt competition, leading consumers to face higher fees and bills.

The government lost its appeal in court and dropped the lawsuit. AT&T decided to spin off its media assets, including Time Warner, despite this.

What Are the Types of Acquisition?

A business combination like an acquisition or merger can often be categorized in one of four ways:

(1) Vertical: The parent company acquires a company that is somewhere along its supply chain, either upstream (such as a vendor/supplier) or downstream (such as a processor or retailer).

(2) Horizontal: The parent company buys a competitor or other firm in its own industry sector and at the same point in the supply chain.

(3) Conglomerate: The parent company buys a company in a different industry or sector entirely in a peripheral or unrelated business.

(4) Congeneric: Also known as a market expansion, this occurs when the parent buys a firm that’s in the same or a closely related industry but that has different business lines or products.

What Is the Purpose of an Acquisition?

Acquiring other companies can serve many purposes for the parent company. It can allow the company to expand its product lines or offerings, and it can cut down on costs by acquiring businesses that feed into its supply chain. It can also acquire competitors to maintain market share and reduce competition.

What Is the Difference Between a Merger and an Acquisition?

The parent company fully takes over the target company and integrates it into the parent entity in an acquisition. The two companies combine in a merger but create a brand-new entity, such as with a new company name and an identity that combines aspects of both.

What Was the 1990s Acquisitions Frenzy?

The 1990s will be remembered in corporate America as the decade of the Internet bubble and the megadeal. The late 1990s spawned a series of multibillion-dollar acquisitions not seen on Wall Street since the junk bond fests of the roaring 1980s.

From Yahoo!’s 1999 $5.7 billion purchase of Broadcast.com to AtHome Corp.’s $7.5 billion purchase of Excite, companies were lapping up the “growth now, profitability later” phenomenon. Such acquisitions reached their zenith in the first few weeks of 2000.

The Bottom Line

Financial transactions can range from simple buy-and-sell deals to acquisitions that take place when one company acquires most or all of another entity’s shares to take over the target’s operations.

Other reasons for acquisitions can include entering a new market, gaining market share, or even cutting out the competition. Large-scale acquisitions make big news, but these deals are fairly common in the small-sized to mid-sized business market.

Key Takeaways

  • An acquisition is a business combination that occurs when one company buys most or all of another company’s shares.
  • A firm effectively gains control of a company if it buys more than 50 percent of a target company’s shares.
  • An acquisition is often friendly, but a takeover can be hostile. A merger creates a brand-new entity from two separate companies.
  • Acquisitions are often carried out with the help of an investment bank because they’re complex arrangements with legal and tax ramifications.
  • Acquisitions are closely related to mergers and takeovers.

Discussion Questions

  1. According to the article, and in terms of proper business strategy, an acquiring company must evaluate whether its target company is a good candidate before proceeding with the acquisition. What are the key questions involved in this evaluation?

    As mentioned in the article, an acquiring company should ask (and receive answers to) several key questions before pondering whether they should go through with a deal: (1) Is the price right? (2) What is the target company’s debt load? (3) Does the target company face undue litigation? (4) What are the target company’s financials?

  2. This article addresses several key reasons why an acquisition might occur. What are those reasons? Which of these reasons relate(s) to EPR Properties’ acquisition of seven Six Flags theme parks (see Article 3— “Six Flags to Sell Seven of Its Parks”)?

    As mentioned in the article, there are several key reasons why an acquisition might occur, including (1) entering a new or foreign market; (2) a growth strategy; (3) reducing excess capacity and decreasing competition; and (4) gaining new technology.

    EPR Properties is a real estate investment trust based in Kansas City, Missouri that invests in amusement parks, movie theaters, ski resorts, and other entertainment properties. 

    According to its website (    https://eprkc.com): “EPR Properties is the leading experiential real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry.” The trust is “focused on building the premier experiential real estate portfolio” and has over $100 billion in “addressable market opportunity.” Its investment portfolio is currently $7 billion and “continues to grow.” Reportedly (and astonishingly), EPR Properties has generated a 1,788 percent lifetime total return to shareholders. Without question, EPR Properties is pursuing an aggressive growth strategy. 

  3. In your reasoned opinion, is EPR Properties’ acquisition of seven Six Flags theme parks a sign of EPR Properties’ weakness, or its strength? Is it a good business decision for EPR Properties, or is it a poor business decision? Explain your responses.

    These are opinion questions, so student responses to these questions will likely vary.

    Obviously, the definitive answers to these questions remain to be seen, depending upon the ultimate performance of the acquired Six Flags amusement parks.