Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 98

This chapter explores the special M&A perspectives where the buyer and target firm are in different countries. This complements several chapters as the cross-border deal raises especially difficult questions about strategy, valuation, deal design, and implementation. The M&A practitioner should master the perspective of cross-border deals because they:

 Are significant. The volume of cross-border M&A activity is large, whether judged in terms of number of deals or value. The formation of trade blocs and regional associations hastens the growth in volume. And the volume of activity is likely to get bigger as country and regional markets integrate into the global market.

 Can be disruptive. In many countries and regions, cross-border M&A activity produces big surprises in the form of unanticipated entry by buyers, higher purchase prices, and changes in strategic assumptions about a local market.

 Can be motivated by a range of factors, different from domestic deals. These factors include growth by market expansion, extension of technology and brands, acquisition of special resources, tax and currency arbitrage, and the benefits of international diversification. This chapter will outline a number of these motives and summarize research on their effects.

 Entail a fundamental bet on countries. Countries differ in important ways that will affect the values of firms. Beneath every cross-border valuation analysis is some hidden assumption or bet about the future of a country market. Since 1945, local product and financial markets have trended toward greater integration with global markets. Integration brings with it economic benefits as well as costs to the local markets and institutions. One should have a view about the direction and pace of integration within home and foreign countries. This chapter will sketch some steps for country analysis.

 Affect analysis. It is a mistake to think that cross-border M&A is like domestic M&A, but with different-looking currency. In fact, going across borders requires adjustments in the valuation frameworks and analysis that one takes for granted in assessing domestic deals. Necessary adjustments in cash flows and discount rates can change the conclusions about a deal dramatically. Chapter 13 discusses the special adjustments for valuation across borders.