İşletme birleşmelerinde joint venture
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- Tez No: 36320
- Danışmanlar: PROF.DR. HALİL SARIASLAN
- Tez Türü: Yüksek Lisans
- Konular: İşletme, Business Administration
- Anahtar Kelimeler: Belirtilmemiş.
- Yıl: 1994
- Dil: Türkçe
- Üniversite: Ankara Üniversitesi
- Enstitü: Sosyal Bilimler Enstitüsü
- Ana Bilim Dalı: Belirtilmemiş.
- Bilim Dalı: Belirtilmemiş.
- Sayfa Sayısı: 151
Özet
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Özet (Çeviri)
İNGİLİZCE ÖZET (SUMMARY) Many business Anns seek profitable growth, risk diversification, integration of marketing facilities. However, these objectives, in principle, can be achieved either internally via capital investments or externally by means of acquisition of other firms. The principal motives for choosing the latter are; efficiency, managerial considerations, under valuation, diversification, modernization and taxes. There are two types of business consolidations. The first one reflects the economic and second reflects the legal side of the business combinations. Business combinations can be categorized under four major types: 1) Horizontal combinations in which the assets of two or more competing firms are combined. 2) Circular combinations are the joining together of two companies whose products are unrelated but are distributed through the same outlets. 3) Vertical combinations in which one firm acquires control over the sources of its raw materials or over the sales outlets of its final products. 4) Conglomerate combinations in which otherwise economically unrelated firms are consolidated. There are two types of business combinations distinguished legally; formal and informal. Mergers, acquisitions, trusts, holdings, consolidations, takeovers and joint ventures are the types of formal combinations where gentleman's agreements, pools, communities of interest and the interlocking directories represents the informal combinations. 148Economies has witnessed waves of mergers of all types. In mid- 1960s' conglomerate forms of business combination became dominant. The absence in a pure conglomerate merger of the traditional economies of scale in production, research, distribution and management doubts about the potential gains from such combinations. And in fact in a perfectly efficient security market the risk diversification created by a conglomerate merger would not lead to a true economic gain. However, in practice security markets are not absolutely perfect and the possibility of gain is restored by considerations relating the reduction of bankruptcy risk and the economies of scale in raising new capital which such a reduction implies. Several methods were examined that can be used to help management set a price for the target companies shares, comparisons of market prices and the income approach which represents the DCF analysis and the book value. The 1980s1 have witnessed a flood of“unfriendly”mergers in which takeover attempts have been opposed by the target firms. These merger battles have raised serious questions regarding the economic impact of such combinations. They also have created a colorful new language: Greenmail, White Knights, Shark Repellents and etc. A merger activity can be good for shareholders of both the acquiring and the acquired company but bad for the economy, because if a monopoly position is created, this is usually not beneficial for the consumers. On the other hand, real improvements in production efficiency can result in products of higher quality and lower cost. In the M&A arena, who wins, who loses and why? Any company contemplating an acquisition must familiarize itself with the simple facts that external growth is extremely competitive and the probability of increasing its shareholders' wealth via such growth is low. With an optimistic research the probability of success does not exceed 50%. This rate raises when the combination is made horizontally where the firm can achieve the real synergistic gains. There may be many reasons of failure, including poor management and just plain bad luck. The percussive reason, though, is that many acquirers pay too much. 149For a successful merger and acquisition program lies in finding the right partner to merge, negotiating friendly and paying only 1 TL more than the others. After 1980s' Turkish economy has witnessed all types of business combinations, but the most common one is joint venture. Joint ventures create entities owned by two or more sponsoring firms by combining partners' strategic reach to match their grasp in the 1980's. Recognizing the forces of change at work in the market more and more firms are seeing the need to pool complementary strengths to expedite productivity, penetrate unexploited markets and gain access to new technologies. More joint ventures and cooperative arrangements have been announced since 1981, than all in the previous years. We can see the joint venture activities mostly in mining, metal processing, electronics field and aerospace industries. Firms may pursue joint ventures for such internal benefits as risk sharing, lack of outside markets, scale economies, access to better information and practices and the reduction of personnel turnover. Joint ventures can also provide such competitive strategy advantages as influence over an industry's evaluation, timing advantages, globalization and the opportunity to build more effective postures for serving desirable customers. Joint ventures are categorized according to their economic activities, their way of formation and their nationalities. After making the decision to establish a joint venture, firms face two hard steps; forming and management. Forming consists of finding the right partner and writing the contract. Since, most joint ventures make it possible to create and use new technologies, the activities of a joint venture has risks and the first years of 150operation are more costly. The profits are generated in the later years, and the expectations of the partners differ. Due to these reasons it is not an easy task to evaluate joint ventures. Several research findings are that the probability of success is only 42% and the average life of a joint venture is 3.5 years. 151
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