How management views its firm and the synergies anticipated from a merger or acquisition (M&A) are often revealed in the payment method used by the company, which is valuable information to investors. The payment method provides a candid assessment from the acquirer's perspective of the relative value of a company's stock price.
M&A is the general term used to describe a consolidation of companies. In a merger, two companies combine to form a new entity, whereas, in an acquisition, one company seeks to purchase another. In the latter case, the acquiring company is making the purchase, and the target company is being bought.
- In a merger, two companies combine to form a new entity. In an acquisition, one company purchases another.
- How a merger or acquisition is paid for often reveals how an acquirer views the relative value of a company's stock price.
- M&As can be paid for by cash, equity, or a combination of the two, with equity being the most common.
- When a company pays for an M&A with cash, it strongly believes the value of the shares will go up after synergies are realized. For this reason, a target company prefers to be paid in stock.
- The less a company believes in the M&A, the more likely it will pay in stock, as the target company now also shares some of the risks.
- If a company's stock is overvalued, it will choose to pay for an M&A in stock. Conversely, if its stock is undervalued, it will choose to pay with cash.
There are many types of M&A transactions. A merger can be classified as statutory, where the target is fully integrated into the acquirer and, thereafter, no longer exists; consolidation, where the two entities join to become a new company, or subsidiary, where the target becomes a subsidiary of the acquirer. During the acquisition process, the acquirer may try to purchase the target in a friendly takeover or acquire a target that does not wish to be purchased, through a hostile takeover.
There are several types of mergers. A horizontal merger is an acquisition of a competitor or related business. In a horizontal merger, the acquirer is looking to achieve cost synergies, economies of scale, and to gain market share. A well-known example of a horizontal merger was the combination of automakers FIAT and Chrysler.
A vertical merger is an acquisition of a company along the production chain. The goal of the acquirer is to control the production and distribution process and gain cost synergies via integration. A hypothetical example of a vertical merger is a car company purchasing a tire manufacturer. The integration can be backward (acquirer purchases supplier) or forward (acquirer purchases distributor). A milk distributor's purchase of a dairy farm would be a backward integration. Alternatively, a dairy farm's purchase of a milk distributor illustrates a forward integration.
A conglomerate merger is the purchase of a company completely outside of the acquirer's scope of core operations. Consider General Electric (GE), one of the world's largest multinationals. Since its founding in 1892 by Thomas Edison, GE has purchased companies from a wide range of industries (e.g., aviation, entertainment, finance). GE itself was formed as a merger between Edison General Electric and Thomson-Houston Electric Co.
Method of Payment Is Revealing
These different types of M&As can be evaluated by investors to understand management's vision and objectives. An acquirer might pursue a merger or acquisition to unlock hidden value, access new markets, obtain new technologies, exploit market imperfections, or to overcome adverse government policies.
Similarly, investors can assess the value and method of payment an acquirer offers for a potential target. The choice of cash, equity, or a combination provides an inside look into how management values their shares as well as the acquirer's ability to unlock value through an acquisition.
Cash, Securities, or a Mixed Offering
Firms must consider many factors (the potential presence of other bidders, the target's willingness to sell and payment preference, tax implications, transaction costs if the stock is issued, and the impact on the capital structure) when preparing an offer. Once the bid is presented to the seller, the public can glean considerable information as to how insiders of the acquiring company view the value of their stock, the value of the target, and the confidence that they have in their ability to realize value through a merger.
A company can be purchased using cash, stock, or a mix of the two. Stock purchases are the most common form of acquisition; however, the greater the confidence management has in the acquisition, the more they will want to pay for stocks in cash. This is because management believes the shares will eventually be worth more after synergies are realized from the merger.
Under similar expectations, the target will want to be paid in stock. If paid in stock, the target becomes a partial owner in the acquirer and a beneficiary of expected synergies. Alternatively, the less confident an acquirer is about the target's relative valuation, the more the acquirer will want to share some of the risks with the seller. Thus, the acquirer will want to pay in stock.
A merger or acquisition can also be paid for by taking on debt, which is a different approach that has its pros and cons.
Stock as a Currency
Market conditions play a significant role in M&A transactions. When an acquirer's shares are considered overvalued, management may prefer to pay for the acquisition with an exchange of stock-for-stock. The shares are essentially considered a form of currency. Since the shares are deemed to be priced higher than their worth (based on market perception, due diligence, third-party analysis, etc.), the acquirer is getting more bang for their buck by paying with stock. If the acquirer's shares are considered undervalued, management may prefer to pay for the acquisition with cash. By thinking of the stock as equivalent to currency, it would take more stock trading at a discount to intrinsic value to pay for the purchase.
Of course, there may be additional factors as to why a firm would choose to pay with cash or stock, and why the acquisition is being considered (i.e., purchasing a firm with accumulated tax losses so that the tax loss can be recognized immediately, and the acquirer's tax liability is lowered dramatically).
The Bottom Line
The method of payment is a major signaling effect from management. It is a sign of strength when an acquisition is paid for with cash, whereas stock payment reflects management's uncertainty regarding potential synergies from a merger. Investors can use these signals to value both the acquirer and the seller.