2.2.3 Mergers & Acquisitions (M&A)
Mergers is when two firms or entities, often of about the same size, agree to become one single new entity or organization rather than remain separately owned and/or operated. This kind of action is often referred to as a ‘merger of equals’. Financially, the stocks of both companies are migrated into a new stock with the new name of the company issued. (CIPD, 2009)
While an acquisition is when one company or entity takes over another and clearly establishes itself as the new owner. From a legal perspective, the target company or entity ceases to exist. The buyer absorbs the target and the new organization is recognized either publicly or privately. (CIPD, 2009) Although both terms are different, they are
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(Armstrong & Taylor, 2014).
The business performance is usually influenced by various organization elements from its vision down to common business performance management metrics and these elements are unlocked if underpinned by the right behaviors and values that build a culture aligned with the organization’s operating model, philosophy, and strategy. (Ulrich et al,2015)
To HR professionals, organization culture is the glue which connects a company’s vision with its value, its mission, strategy and philosophy with its operating model, systems and processes to deliver performance metrics and is fundamental for an organization to achieve its strategic goals and objectives and therefore given its impact on business performance, it must be developed, managed, led and reviewed. The organization’s culture or “way things are done” must be congruent with the organization strategic direction. Ensuring that key processes that drive the desired behaviors and influence decision-making are deeply understood and implemented in accordance with their intent and original design is of great importance for HR professionals. (Ulrich et al,
A merger is a partial or total combination of two separate business firms and forming of a new one. There are predominantly two kinds of mergers: partial and complete. Partial merger usually involves the combination of joint ventures and inter-corporate stock purchases. Complete mergers are results in blending of identities and the creation of a single succeeding firm. (Hicks, 2012, p 491). Mergers in the healthcare sector, particularly horizontal hospital mergers wherein two or more hospitals merge into a single corporation, are increasing both in frequency and importance. (Gaughan, 2002). This paper is an attempt to study the impact of the merger of two competing healthcare organization and will also attempt to propose appropriate clinical and managerial interventions.
It is proper to present a business definition of merger as it found on legal reference with the ultimate goal in the pursuing of an explanation on which this paper intents to present. A merger in accordance with the textbook is legally defined as a contractual and statuary process in which the (surviving corporation) acquires all the assets and liabilities of another corporation (the merged corporation). The definition go even farther to involve and clarify about what happen to shares by explaining the following; “the shareholders of the merged corporation either are paid for their share or receive the shares of the surviving corporation”. But in simple terms is my attempt to define as the product or birth of a corporation on which typically extends its operation by combining with another corporation. So from two on existence corporations in the process it gets absorbed into becomes one entity. The legal definition also implied more than meet the eye. The terms contractual and statuary, it implied a process on which contracts and statuary measures emerge as measures to regulate, standardized, governing or simply at times may complicate whole process. These terms provide an explicit umbrella and it becomes as part of the agreement formulating or promoting a case for contracts to be precedent, enforced or regulated in a now or in the future under a court of law under the Contract Business Law Statue of Practice. As for what happens to the shares of the involved corporations no more explanation is needed as the already actions mentioned clearly stated of the expectations of a merge’s share involvement.
Conglomerate mergers result in joining of firms which compete in different product markets, and which are situated at different production stages of the same or similar products. That is to say, neither the products nor the inputs of these merging firms are the same. Conglomerate mergers result in significant advantages gained by the merging firms since they are the fastest means of entry into different activity fields in the shortest possible time span. Moreover, they reduce the financial risks by “not putting all the eggs in one basket” (Gaughan, 2007). There are three types of conglomerate mergers:
A merger occurs when two or more organizations decide to join forces and become one organization. One or more organizations must dissolve for this to happen. Sometimes all involved organizations dissolve and take on a completely new name. Sometimes one organization survives, and keeps their name, while the dissolved organization(s) must fall into the surviving organization's business structure. In the for-profit sector, this latter situation would be considered an "acquisition". However, in non-profit organizations, there are no owners. Therefore, since the ownership of another organization cannot be acquired, legally it would be considered a merger (Strategic Restructuring).
When companies merge, frequently they have an opportunity to combine locations or reduce operating costs by integrating and streamlining support function. This economic strategy has to do with economies of scale: When the total cost of production of services or products is lowered as the volume increases, the company therefore maximizes total profits. This occurs when a larger firm with increased output can reduce average costs. Lower average costs enable lower prices for consumers. Mergers can give the acquiring company an opportunity to grow market share without having to really earn it by doing the work themselves - instead, they buy a competitor's business for a price.
Organizational culture is the system of shared beliefs and values that develops within an organization and guides the behavior of its members, while organizational structure is an expression of social and economic principles of hierarchy and specialization (Kinicki, 2015). Both the culture and the structure of an organization are important things for management to understand in order to successfully set and achieve an organization’s goals. Companies who excel in highly competitive fields can attribute their successful economic performance to a cohesive corporate culture that increases competitiveness and profitability. This culture is best utilized in an organization that has the necessary structure to allow its employees to coordinate their actions to achieve its goals.
Mergers are the point at which two organizations join their hierarchical structures and business operations together. This is done if both organizations will get a greater number of advantages from working together than they would have done by living up to expectations independently. A few organizations merge with a specific end goal to stay in business while others resign from the business all together not to go bankrupt. Horizontal mergers are as a rule between two business organizations from the same business that give the same service or offer the same item. The business' that merge horizontally used to act as competitors and with a specific end goal to take out the opposition the stronger of the two will offer to purchase out the other.
According to Investopedia.com (2014), “[…] a merger is a deal to unite two existing companies into one new company […]”. There are 5 main types of merger: conglomerate, horizontal, market extension, product extension, and vertical. In a conglomerate merger, none of the companies to be united has anything in common. In a horizontal merger, the companies to be merged are in same industry, and the deal is part of a consolidation. In a market extension merger, the companies sell same products but compete in different markets. In a product extension merger, companies add together products that go well together. In a vertical merger, the companies make parts for a finished good combine. Among the mergers that I researched, the one that caught my eye the
Chapter sixteen in our textbook highlights the benefits of organizational culture and what it can do for any company with a strong culture perspective. In fact chapter sixteen-three(a) speaks widely on how a strong culture perspective shapes any organization up well enough to perform better than any of its competitors who do not balance any organizational culture. If not mistaken after viewing SAS institute case they are well on track with facilitating a high performance organization culture. First, SAS institute motivate all employees to become goal alignment in their field of work. This is where they all share the common goal to get their work done. In one of the excerpts taken away from this case, an employee- friendly benefits summary expresses the statement “If you treat employees as if they make a difference to the company, they will make a difference to the company.” “SAS Institute’s founders set out to create the kind of workplace where employees would enjoy spending time. And even though the workforce continues to grow year after year, it’s still the kind of place where people enjoy working.” Clearly highlighted from this statement that SAS Institute is mainly ran off of a fit perspective. Which argues that a culture is only as good as it fits the industry. Allowing a good blueprint or set up will
Culture can be defined as “A pattern of basic assumptions invented, discovered or developed by a given group as it learns to cope with its problems of external adaptation and internal integration that has worked well enough to be considered valid, and therefore to be taught to the new members as the correct way to perceive, think and feel in relation to those problems”. Schein (1988). Organizational culture can be defined as a system of shared beliefs and values that develops within an organization and guides the behavior of its members. It includes routine behaviors, norms, dominant values, and feelings or climates. The purpose and function of this culture is to help foster internal integration, bring staff members from all levels of the organization closer together, and enhance their performance.
Mergers and acquisitions immediately impact organizations with changes in ownership, in ideology, and eventually, in practice. There are multiple reasons, motives, economic forces and institutional factors that can, taken together or in isolation, influence corporate decisions to engage in mergers or acquisitions. The financial risks of merging with or acquiring an organization in another country and how those risks can be mitigated are important issues for corporations to conduct research on. This paper will examine the sensible and dubious reasons for mergers and acquisitions and the benefits and costs of the cash and stock transactions.
Organizational culture is the key to organizational excellence and leadership is a function to create and manage culture (Chen 1992). Organizational researchers have become more aware of the importance of understanding and enhancing the cultural life of the institution. "This study is one of a group of companies with high-performance in North America, interest in organizational culture is an important element in organizational success. Tesluk et al (1997). Looking at the" soft "of the organization, the researchers claim that" the organizational culture may be suitable for a means to explore and understanding of life at work, and make them more humane and more pronounced (Tesluk et al, 1997), and the graves (1986) also stressed the importance of corporate culture, and the need for research strategies and methods of investigating the various elements and processes of the organizational culture. He argued the culture that meets the basic needs of belonging and security in an attempt to describe this gathering that culture is "the only thing that distinguishes one company from another gives them coherence and self-confidence and rationalises the lives of those who work for it. Standard that may seem random, is to enhance the life to be different, and safe to be similar, and culture is a concept that provides the means to achieve this compromise (p. 157).
Therefore, culture is so important as it shapes the performance of the organization in terms of making the right decisions, guiding employees appropriate behaviours and efficiency of getting work done etc., with respect to its success.
It brought organisational culture to the performance of a company, which has become a critical topic in management department. In addition to organisational culture, organisations need to be aware and prepared for changes in the expanding workforce as business grows. Companies are faced with maximizing benefits as well as profits while minimizing negative factors that come from those changes. There is no one answer to the issue, but some of the guidelines are clear. Awareness of organisational culture, teamwork, individual performance, external environment adaptation, leadership, and measurement of organisational culture are key factors that lead a company to perform better.
Mergers mean two or more companies combining together to form one business or firm. There are six different types of mergers: Horizontal, Vertical, Conglomerate, Market extension, Product Extension and Diversified activity.