Contents:

Introduction

Chapter 1: The next merger boom is already here • Business-merger waves: patterns, theories on causes, issues • Four post-1980 business-merger waves, four phases • The fourth (and final?) post-1980 wave is already underway • Merger wave issue I: (T)APP-synergy divergence as the wave progresses • Merger wave issue II: whipsaw-merger market entry and exit missteps

Chapter 2: Debunking the six merger fallacies that destroy value • Myth 1: Increased understanding of historical merger failure means that would-be acquiring firms are more inclined to avoid mergers • Myth 2: Significant increases to target company’s debt levels do not significantly reduce the probability of the related deal’s success • Myth 3: The heroic figure in the acquisition drama is the all-conquering acquirer, while shareholders of the acquired company are victims, with their firms accurately depicted as led by underperforming managers • Myth 4: There is no inherent conflict of interest between dealmakers and other parties compensated on the basis of fees earned upon deal closure, and the interests of acquiring firms’ shareholders • Myth 5: Price-to-earnings and similar multiples techniques are the leading merger valuation methodologies • Myth 6: Stories and process: PMI success is primarily a matter of sound process and responsive organization

Chapter 3: Criteria: First, get the merger valuation methodology right • You can’t manage what you can’t measure especially when it comes to M&A • Criteria-setters: preeminence of continuing shareholders of the acquiring firm • Overview: four alternative merger valuation methods • Event studies (ES): exceeding the limits of rational market theory • Total shareholder return (TSR): most appropriate for round turn financial acquirers? • Value gap (VG): do synergies offset the price premium necessary to acquire the target? • Incremental value effect (IVE): two-scenario DCF analysis, adapted to mergers • Reconciling the tier I merger valuation methodologies • Multiples: critical confirmation role in merger valuation

Chapter 4: Merger segmentation comes of age • The case for segmentation by merger type: precedent • Four categories, nine merger types: different deal types mean different M&A success • Applying the nine merger type framework • The path forward in merger segmentation: towards M-Score©

Chapter 5: Mergers still fail, but does it matter? • More confirmation that historically, most mergers fail • No effective refutation of MMF • M&A’s core contradiction, segmentation and stakeholders’ different merger perspectives • Moving forward: expanding upon Hayward’s three causes of merger failure

Chapter 6: The merger megaboom’s signature IPO: Facebook • The straw that stirs the drink • Social networking and the - merger mega boom • Direct and indirect merger market effects of social networking sector acquisitions, • Vapor numbers: when is the social networking valuation?

Chapter 7: Towards systematic investigation and implementation of post-merger synergies • Synergies: definitions, approaches, issues • et realizable synergies and merger success: value gap revisited • A key category-based net realizable synergy investigatory framework • Post-merger priorities explored • Other PMI implementation issues: choosing the PMI implementation team

Chapter 8: The seven keys to merger success • Merger success: the seven keys • Some implementation considerations

Epilogue • Appendix A: Acquisition purchase premium-related issues • Appendix B: Debunking the extreme acquisition leverage fallacy

Bibliography

Further Reading

Acronyms and glossary

Index

About The Book

Global M&A activity may have seemed to quieten in recent years, but a new megaboom is already underway - exemplified by Facebook's pursuit of Instagram in early 2012 for US1bn in cash and stock. But in an age where two-thirds of all merger deals can be said to fail (where deals fall short of the minimum required financial returns to the acquiring company), how can future success be guaranteed? And what can acquirers, and their shareholders and advisers, do to improve the chances of success?

Masterminding the Deal looks at performance in two critical areas - merger segmentation (the identification of critical characteristics and attributes separating more successful mergers from the rest) and category-specific synergy diagnosis (the differentiation of synergy benefits - expenses, revenues, tax - to ensure maximum rewards). Using this in-depth analysis, the book can therefore provide the managers and advisers of acquiring firms with concise and actionable frameworks to improve and enhance merger performance.