Birleşmelerin hisse senedi fiyatlarına etkisi -Türkiye uygulaması-
Başlık çevirisi mevcut değil.
- Tez No: 87058
- Danışmanlar: PROF. DR. VİLDAN SERİN
- Tez Türü: Yüksek Lisans
- Konular: Bankacılık, İşletme, Banking, Business Administration
- Anahtar Kelimeler: Belirtilmemiş.
- Yıl: 1997
- Dil: Türkçe
- Üniversite: Marmara Üniversitesi
- Enstitü: Bankacılık ve Sigortacılık Enstitüsü
- Ana Bilim Dalı: Bankacılık Ana Bilim Dalı
- Bilim Dalı: Belirtilmemiş.
- Sayfa Sayısı: 81
Özet
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Özet (Çeviri)
SUMMARY A greater proportion of Mergers and Acquisitions activity now involves cross-border deals and companies outside the Angle Saxon countries. The main reason for the growing number of cross-border takeovers and mergers is the desire to compete in world markets. Large consumer and industrial markets are developing in several parts of the world, in particular in the Asia Pacific region. The former Communist block countries have been opened up to commercial exploitation. Trade barriers have been removed in some areas. Smaller companies almost seek mergers and takeovers within a focused range of products, technologies or markets. Companies agree to mergers in order to improve competitiveness in a changing market, to share the cost of new high-risk development projects. The number of mergers and acquisitions are being significantly increasing in recent years. Some of the main reasons behind this trend are; changes in the economical and political environment, variations of fields of activities, benefits of big scale production and services, tax advantages, desires to create synergy effects. Bigger scale of production enables increase of productivity and quality by putting the idle production factors, like existing machines in work within economic rationality. On the other hand, costs can be lowered by cheaper procuration of production inputs and significant organizational savings can be made. Furthermore, the merger may end up with greater capacity of financial sources for the company with better terms and conditions. Mergers mean any transaction that forms one economic unit from two or more previous ones. In its broadest meaning, a merger refers to any takeover of one company by another. An acquisition, in contrast, is the purchase of a substantial group of assets from another company. In other words, a merger is the purchase of a company and an acquisition is the purchase of an operation. In a more narrow meaning, a merger is the coming 72 Vtogether of two companies of roughly equal size, pooling their resources into a single business. The shareholders of both pre-merger companies have a share in the ownership of the merged business. An acquisition, in contrast, is the takeover of control of one company by another. In a merger, either no cash or very little cash changes hands. All or most of the consideration involves a share swap. The primary motivation for most mergers is to increase the value of the enterprise. In mergers, synergy is the additional benefit that can be derived from combining the resources of the bidding and target companies. When synergy exists, the total returns from the combined organization exceed the total returns of the two companies before the merger or acquisition. In his book“Corporate Strategy,”Igor Ansoff classified different types of synergy as:. Sales Synergy: This occurs where a merged organization can benefit from common distribution channels, sales administration, advertising, sales promotion and warehousing.. Operating Synergy: This can arise from a better utilization of facilities and personnel, and bulk order purchasing to reduce materials costs.. Investment Synergy: This can arise from the joint use of plant and equipment, joint research and development efforts, and having common raw materials inventories.. Management Synergy: This can arise when the top management of one of the companies can use their relevant experience to resolve the problems of the other company. Tax considerations have stimulated a number of mergers. For example, a firm is highly profitable and is therefore in the highest corporate 73tax bracket acquire a firm with large accumulated tax losses. These losses could than be into tax savings rather than carried forward. Sometimes a firm will be touted as a possible acquisition candidate because the cost of replacing its assets is considerably higher than its market value. For example, steel companies have stated that it is cheaper to buy an existing steel company than to construct a new mill. Mergers can be classified into four groups: horizontal, vertical, congeneric, and conglomerate merger. A horizontal merger involves two firms operating in the same kind of business activity. Vertical mergers involve different stages of production operations. In the pharmaceutical industry one could distinguish between research and development of new drugs, the production of drugs, and the marketing of drugs. Congeneric merger involves related enterprises but not producers of same product (horizontal) or firms in a producer-supplier relationship (vertical). Conglomerate mergers occurs when unrelated enterprises combine. On the other hand, from the standpoint of financial analysis, the merger can be classified as operating mergers and financial mergers. An operating merger is one that the operations of two companies are integrated with the expectation of obtaining synergistic effects. A pure financial merger occurs when the merged companies will not be operated as a single unit and when no significant operating economies are expected. The investment banks are involved with mergers in various ways. To name, they help arrange mergers, they help target companies develop and implement defensive tactics, they help value target companies and they speculate in the stocks of potential merger candidates. Major investment banks have Mergers and Acquisition groups that operate within their corporate finance departments. These groups try to identify firms with excess cash that might want to buy other firms, companies that might be willing to bebought, and firms that might, for different reasons, be attractive to others. Investment bankers are reported to have offered packages of financing to corporate raiders, where the package includes both designing the securities to be used in the tender offer, and lining up people and firms who will buy the target firm's stock. To determine the value of the target firm two key items are needed: a set of proforma financial statement that develops the incremental cash flows expected from the merger, and a discount rate, or cost of capital, to apply to this projected cash flows. When two organizations with two separate cultures merge, conflict is inevitable. The two organizations have to work out their differences and come to some sort of agreement They each change to some extent and adjust to the merger. The proactive management of cultural aspects of mergers is an indispensable part of successful merger implementation. After analyzing reasons for mergers, merger types, factors affecting mergers, teories of mergers, merger process and valuations, an empirical study over a merger realized in Turkey has been made while testing validity of theoretical context. Merger of Akçimento and Çanakkale Çimento, two producers of Turkish cement sector where high competition is being exercised, has been selected in this work as a satisfactory sample. After merge, market share between the two factories based upon cost optimization, has taken the place of previous competition. The result is higher profitability and better ability for debt servicing. Company lowers short term loans and shows improvement of financial status. However, it is too early to evaluate all economic effects, such as production and sale performance, employers' aspects, etc.. IS. 75By examining stock performance of Akçimento, Çanakkale Çimento and Akçansa in Istanbul Stock Exchange, it can be realized that before public announcement of merger, the price of Akçimento rised by 31 % and Çanakkale Çimento by 30 %. After the announcement they both rapidly decreased and returned to the levels exercised two months ago. This may be the result of some insider trading. During the period of ten months after merger, new company Akçansa has experienced a better increase than Istanbul Stock Exchange Index. Another observance is that, market values of both companies were taken as reference in evaluating merger values. This result shows that market prices can also be useful for valuation of mergers. Increase of Mergers and Acquisitions between the companies that are quoted in Istanbul Stock Exchange, will enable us to analyze more than one example and end up reach better results. Avoiding insider trading by applying related rules and regulations, will give us better pictures to see clearly the trends of stock prices, after M&A activity. Development of Turkish Capital Market will enable better market pricing of the companies, which will be a realistic criterion for valuations of mergers. 76
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