Background and research problem:
“The first rule of life is also the first rule of business: Adapt or die”. – Alan M. Weber
Mergers and acquisitions and takeover have been one of the most discussed and the most prominent and occurring event in today’s world and mainly in the banking sector. There has been various famous takeovers, mergers and acquisitions in the past like JPMorgan Chase’s acquisition of Bear Stearns, Bank of America takeover Merrill Lynch to name a few.
There have been numerous takeovers and mergers both at international level as well as in the domestic level in the banking sector all over the world. One of the principal objectives behind the mergers and acquisitions in the banking sector is to reap the benefits of economies of scale. Besides these various acquisition and mergers, it is a question of interest not only academically, but also practically interesting to know whether such takeovers and mergers were worthwhile or not mainly in the banking sector.
Aim and objectives:
The main purpose of the research is to analyze and find out whether it was the right choice/ worthwhile to takeover Merrill Lynch by Bank of America.
In order to find out whether Bank of America have made the right choice in taking over Merrill Lynch, I am going to focus mainly on two factors, the first factor is the financial analysis of both BoA and Merrill Lynch. The other factor I am going to look at is the motives for the acquisition and whether these were achieved, if they were achieved the we can say BoA has made the right choice in acquiring Merrill Lynch. There have been numerous studies done to find out the motives behind an M&A, but none states that the motive is to increase shareholder wealth.
Few of the main areas the focus is going to be are as listed below:
What was the reason / the problem faced by Merrill Lynch to take this drastic step.
The terms and conditions of the takeover.
Financial Analysis of both the companies before and after the acquisition.
Find out whether it was the right choice to takeover Merrill lynch and the reasons for the takeover.
To find out the value enhancement to Bank of America due to the takeover.
Over the past decade, there has been a immense growth in the mergers and acquisitions taking place in almost all parts of the world and mainly in the finance and banking sectors. The banking industry has experienced an unprecedented level of mergers and acquisitions among large financial institutions have taken place at record levels. Studies related to mergers and acquisitions have been conducted by various imminent researchers of both banking and finance sectors for decades. In addition, since financial performance of acquisition in the banking sector has a great impact on the economic growth, this has attracted adequate interest from policy-makers, managers, shareholders and depositors.
The study of mergers and acquisitions focuses on understanding what motivates managers to engage in this type of activity and the impact that mergers and acquisitions have on shareholder returns. The growth of a company is also depended on mergers and acquisition to a certain extend. Managers undergo mergers and acquisitions to expand their empire in size, (Mueller, 1969) in sales and in assets (Berle and Means, 1932), (Schipper and Thompson, 1983). Another reason why managers undergo mergers and acquisition is to have various potential market gains, for improving its technologies, overcoming its technological barriers, and also to expand in the market and also to diversify their existing strengths. Managers are also pursuing efficiency improvements which can be gained from bidding firms and synergy of targets due to economies of scale and use of excess capacity. Another reason why managers may undergo mergers and acquisitions is to lower the cost of capital and improve shareholder returns. Managers have the assumption that due to co-insurance effect, acquisitions can reduce the probability of default (Lewellen, 1971) and thus and increasing the debt capacity of the combined firm and reducing bankruptcy costs. Managers can reduce the cost of capital through interest tax shields by increasing debt capacity and add value to the firm. Levy and Sarnat (1970) support this managerial motivation.
Mergers and acquisitions have been occurring in the United States for decades, from the 19th century and moving to the 21st century, so this is not a new thing in the United States.. However, many poorly understood and managed acquisitions result in disappointing performance, and up to 50 percent are regarded as generally unsuccessful (Business Week, 1985; Louis, 1982). Moreover, according to Mercer Management Consulting (Cited in Smith & Hershman, 1997), in the 1990s the success rate of corporate acquisitions are barely 50 percent, and in the 1980s, 57 percent of acquisition deals failed. However, mergers and acquisitions that are poorly managed have led to negative performance and almost 5o percent are unsuccessful (Business Week, 1985; Louis, 1982). Till date, U.S has considered mergers and acquisition as one of the most important tool to improve and increase the growth of the firm. By using sophisticated and systematic methods, there can be a proper understanding of post and pre acquisition performance. However, Sirower (1997) stated that, “despite a decade of research, empirically based academic literature can offer managers no clear understanding of how to maximize the probability of success in acquisition programs” (p. 13).
The graph below indicates the amount of mergers and acquisitions which took place between the years 1992 and 2005
Some of the major mergers and acquisition that took place in the United States is as follows:
In the year 1992, Bank America (currently Bank of America) acquired Security Pacific National Bank (SPNB) for a price of around 7 billion dollars.
Similarly, in the same year NBD Bancorp acquired INB Financial Corp., the largest banking company based in Indiana, for $853 million in stock.
In 1995, NBD Bancorp acquired Deerbank Corp. which was one of the leading residential lenders which also provides various loans and services for a price of 120 million dollars.
Yet again in 1997, Nations Bank took over Boatmen’s Bancshares which was one of the 30 largest bank holding companies in the United States for a price of 9.6 billion dollars.
In the year 1998, Nations Bank acquired Bank America for a deal of 61.6 billion dollars and formed a new bank called Bank of America.
In the same year, one of the other greatest mergers was the merger of Citigroup and Traveler Group for a price of 140 billion dollars.
In the year 2005, Bank of America acquired MBNA Corporation for a price deal of 35 billion dollars.
Further down the year in 2008, Bank of America acquired Merrill Lynch for a price deal of 50 billion dollars which is one of the biggest acquisitions ever.
The study aims to reach at a conclusion by searching answers the below questions:
1) To analyze the performance of both Bank of America as well as Merrill Lynch before and after the acquisition.
2) Find out whether it was the right choice to takeover Merrill lynch and the reasons for the takeover and to find out the value enhancement to Bank of America due to the takeover.
The research on mergers and acquisitions is a widely discussed topic in all over the world and is in pace with various researches done. This particular research focus mainly on the performance of the firms before acquisition and after acquisition, this research also helps to find out whether the acquisition has created any value enhancement to BoA. There are various other areas of literature and studies conducted which discuses about mergers and acquisition but mainly in the other business areas. However, this research only concentrates on the banking sector and especially to two particular firms namely Bank of America and Merrill Lynch.
Contribution to Existing Literature
Being rational to the previous studies done, it can be seen that there is a significant need for doing this research besides the research which have already done in this sector as it will give a greater insight into determining whether the particular acquisition was worthwhile or not. Moreover, this research will have a look into various acquisition strategies which might prove to be financially and operationally worthwhile for the particular U.S bank on which the study is done. It can be understood that this area is clearly under research and is been in research for decades which gives a high opportunity to explore in this field. This research can be used further to compare with other markets as this is purely based on the U.S market condition. This study would yield reasonable findings from that which is already being made in this field of study done in and out of the U.S market.
Research Methodology and Method(s):
The main event I am going to observe in this topic is the financial statements of both these companies before and after the takeover and to find out whether there is any performance improvement after the takeover and also reasons behind the takeover.
In this research as the key objective is to find out whether the bank has had any improvement in its performance after the takeover and also to check the performance before the takeover. Furthermore the analysis will also contain the reasons behind the takeover. In order to get the data’s for this analysis the main method of collecting the data will be mainly secondary data as secondary data is sufficient for this. These secondary data will be collected from various sources like books, journals, newspapers, Fame, Reuters, Bank of America and Merrill Lynch, published annual reports of both the firms and from various other approved and certified sources. ; Therefore this research has utilised secondary data in order to reach at its objectives. Secondary research submits is collected for an existing appropriate source (Saunders et al, 2007).
The data collected is suitably classified and analysed keeping in view of the objectives of the study. For the purpose of analysis, statistical tools like average percentage, diagrams etc. were used.
Furthermore, data was collected with regards to numerous aspects of performance. The following data was collected, for each of the time points:
1. Return on Assets
2. Return on Equity
3. Net Margin
4. Capital to Assets
5. Operating Income to Operating Expenses
6. Total Debt to Total Assets
7. Asset Growth Ratio
8. Equity to Total Assets
9. Total Operating Expenses to Total Assets
Structure and plan:
The dissertation structure will have five chapters mainly and to complete each chapter a stipulated time is being allotted.
Chapter I – Introduction (2 week)
Chapter II – Literature review (2 weeks)
Chapter III – Methodology (1 week)
Chapter IV – Data presentation and findings (3 weeks)
Chapter V – Conclusion (2 weeks)
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