4 What is best practice in M&A? Best practices enhance the probability that you will deliver successful outcomes. The book will highlight good approaches in each of the areas of structural analysis and conduct. Ultimately, the secret to best practice is the development of good processes. This book highlights process management considerations that might enhance the performance of your organization.
In answering these classic questions, this book insists that the reader should “get a view.” On some issues, the research findings and conventional wisdom are in alignment—there, getting a view is not so hard. But on other issues they are in flux or wide disagreement and the reader will need to work to get a view. I’ll sketch my own positions when doing so is instructive. But at the end of the day, you learn best that which you teach yourself.
EXHIBIT P. 1 Merger and Acquistion Cases Illustrating Practical Ideas in This Book
| Chapter | Case |
| 2 | Walt Disney Company (ethics of greenmail) |
| 6, 9, 11, 24, 25 | Daimler-Benz A.G. and Chrysler Corporation (strategic analysis, valuation, analysis of synergies, social issues, and deal process) |
| 7, 29 | Kestrel Ventures (acquisition search) |
| 12 | Westmoreland Energy (cross-border joint venture) |
| 12 | Continental Cablevision (cross-border joint venture) |
| 13 | MediMedia International (leveraged buyout) |
| 13 | Revco Drug Stores (leveraged buyout) |
| 13 | Koppers Company (leveraged recapitalization) |
| 14 | Lucent (spin-off, real options) |
| 14 | Agouron Pharmaceuticals (valuing a biotech firm with real options) |
| 14 | NCNB/First Republic (staged investing, real options) |
| 14 | EM.TV/SLEC (setting acquisition terms, real options) |
| 15 | Volvo/Renault (valuing liquidity and control) |
| 17 | “Automatic” Sprinkler (momentum acquiring) |
| 17 | Ling-Temco-Vought (conglomerate strategy, momentum acquiring) |
| 17 | U.S. Office Products (industry roll-up, momentum acquiring) |
| 17 | Tyco International (conglomerate strategy, momentum acquiring) |
| 22 | Lilly/Hybritech (contingent payment unit) |
| 23 | AT&T/MediaOne (collar) |
| 23 | Rhône-Poulenc/Rorer (contingent value right) |
| 23 | Genzyme/GelTex (staged investing) |
| 24 | First Union/Wachovia (social issues) |
| 24 | Hewlett-Packard/Compaq (social issues) |
| 24 | Fleet Bank/BankBoston (social issues) |
| 31 | RJR Nabisco (leveraged buyout, auction) |
| 34 | American Standard (leveraged recapitalization) |
| 36 | Union Bank of Switzerland/Swiss Banking Corp. (postmerger integration) |
| 37 | GE Power Systems (business development process management) |
How can you use this book to best advantage? The following points lend some practical guidance to these and other questions:
Read. It is hard to get the gist of the ideas presented