You may hear about it in the financial news - the merger. It's often a situation cloaked in mystery and confusion. Do you know what to do when a company you've invested in plans to merge with another company? In this article, we'll show you how to invest around mergers and the ups and downs involved in the process.
How It Works
A merger occurs when a company finds benefit in combining business operations with another company in a way that will contribute to increased shareholder value. It is similar in many ways to an acquisition, which is why the two actions are so often grouped together as mergers and acquisitions (M&As).
In theory, a merger of equals is where two companies convert their respective stocks to those of the new, combined company. However, in practice, two companies will generally make an agreement for one company to buy the other company's common stock from the shareholders in exchange for its own common stock. In some rarer cases, cash or some other form of payment is used to facilitate the transaction of equity. Usually though, stock-for-stock arrangements are the most common. (For more reading on mergers, see Cashing In On Corporate Restructuring and The Basics Of Mergers And Acquisitions.)
Mergers don't occur on a one-to-one basis - that is, exchanging one share of Company A's stock typically won't get you one share of the merged company's stock. Much like a split, the amount of the new company's shares received in exchange for your stake in Company A is represented by a ratio. The real number might be one for 2.25, where one share of the new company will cost you 2.25 shares of Company A. In the case of fractional shares, they are dealt with one of two ways: the fraction is cashed out automatically and you get a check for the market value of your fraction, or the number of shares is rounded down.
Mergers vs. Acquisitions
While the two processes are similar, don't confuse mergers with acquisitions. While in many cases the distinction between the two may be corporate politics and semantics, there are a lot of blue chips that make quite a few acquisitions while maintaining a relatively low volatility. As a general rule of thumb, if the corporate leadership of the company in which you own a stake doesn't change much, it is probably an acquisition. However, if your company experiences significant restructuring, we're looking more along the lines of a merger.
Understanding the Buyout Circumstances
The circumstances of a buyout can also be very important. The investor to should get to know the nature of the merger, key information concerning the other company involved, the types of benefits that shareholders are receiving, which company is in control of the deal and any other relevant financial and non-financial considerations.
While it may seem counterintuitive, owning the company that's being bought out can be a real windfall for investors. That's because if the company being bought has shown respectable performance and has good prospects for the future, a certain amount of goodwill may be involved.
Goodwill usually accounts for intangible assets, though if those assets weren't factored into the stock price when you purchased your shares of the company being bought, you can end up on top. Goodwill is a source of confusion for a lot of people, but essentially what it amounts to is the amount of money a company pays over the book value of another company to purchase it. And let's not forget that because intangible assets aren't always easily valued, you can expect that a certain phantom percentage of most companies that have goodwill on their balance sheets may be overvalued. While that's not a good deal for the guy who owns a few shares of the purchasing company, if you own the company being bought, this can be another win for you. (For more insight, check out Can You Count On Goodwill?)
If the company you've invested in isn't doing so well, a merger can still be good news. In this case, a merger often can provide a nice out for someone who is strapped with an under-performing stock. Knowing less obvious benefits to shareholders can allow you to make better investing decisions with regard to mergers. (To learn about additional takeovers and takeover strategies, read The Wacky World of M&As and Bloodletting And Knights: A Medieval Guide To Investing.)
Importance and Consideration Regarding Your Vote
Keep in mind that a company's decision to merge with another company is not necessarily set in stone. If you're a shareholder in the company, the decision about whether to merge with another company is partially yours. The typical voting scenario for a publicly-held company will usually end with a shareholder vote on the issue of the merger. If your analysis and consideration tells you that a merger is a step in the wrong direction or if it tells you that it might be a great financial opportunity, voting with your shares is the best way to exercise your power over the decision-making process.
Non-financial considerations can also be important when looking over a merger deal. Remember: it's not necessarily all about money. Maybe the merger will result in too many lost jobs in a depressed area. Maybe the other company is a big polluter or funds political or social campaigns that you don't support. For most investors, the concept of whether or not the newly formed company will be able to make you money is certainly a big deal, but it might be worthwhile to keep the non-financial issues in mind, because they might be important enough to become deal breakers.
Analyze Financial Reports
Even though there aren't a lot of people who enjoy reading financial statements, examining key information for each company involved in the merger is a good idea. Look over and analyze the company if you're not familiar with it, and determine for yourself if it is a good investment decision. If you find that it isn't, chances are that the newly formed company won't be terribly good either. (To learn how to read financial statements, see What You Need To Know About Financial Statements and Breaking Down The Balance Sheet.)
When analyzing financial statements, make sure that you look over the most up-to-date financial statements and annual reports from both companies. A lot can happen since the last time you took a look at your company's financials and new information can be a key to determining what influenced the other company's interest in a merger.
Understanding the Changing Dynamics of the New Company
The new company likely will have a few noticeable changes from the original. One of the most common situations is the change in leadership. Certain concessions usually are made in merger negotiations, and the executives and board members of the new company will change to some degree, or at least have plans to change in the future. When you cast your vote for a proposed merger, remember that you're agreeing to adjoining conditions like leadership changes as well.
Putting Your Information to Work
As mentioned before, when it comes down to it, your vote is your own and it represents your choice for or against a merger. But keep in mind that as a shareholder of an involved company, your decision should reflect a combination of the best interest for yourself, the company and the outside world. With the right information and relevant consideration of the facts, coming out ahead in the face of a merger can be a realistic goal.
Still have some questions about mergers? Check out these frequently asked questions: What is the difference between a merger and a takeover?, How do stock-for-stock mergers affect existing shareholders? and Why do companies merge with or acquire other companies?
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