Course 6: Mergers and

acquisitions(I)
 Mergers and acquisitions (M&A) are strategic decisions taken by
companies to expand their operations, enter new markets, or gain a
competitive advantage.
– A merger refers to the consolidation of two separate companies into one
new entity. Both companies combine their operations, resources, and
management structures to continue as a single, larger organization.

Introduction to – An acquisition refers to when one company purchases a controlling stake in

another company. The acquired company may continue to operate under its
own brand and management structure, but key decisions are made by the
Mergers and acquiring company.

Acquisitions
 Aspect Acquisitions Mergers
New shares are issued to form
Issuance of Shares No new shares are issued.
the merged entity.

Typically not based on mutual

Occurs through mutual
–Mergers vs Mutual Consent
agreement; may occur without
the target's approval and can
agreement; typically a planned
and cooperative process.
Acquisitions result in a hostile takeover.

The acquired company usually The new entity often adopts a

Company Name operates under the acquiring new name or operates under a
company's name. different name.
The acquired company Control is shared more
Control and
generally has no influence over harmoniously between the
Authority
the acquiring company. merging parties.
Merger of Chase Manhattan
Geely’s acquisition of Volvo Corporation with J.P. Morgan
Example
Cars. & Co. to form JPMorgan
Chase.
 – Vertical integration: forward or backward integration
– Horizontal integration: expansion in a particular business line
Types of M&A
– Conglomerate integration : combination of companies from
unrelated business lines

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 – Suppose firm A is contemplating acquiring firm B.
– The synergy from the acquisition is
Synergy = VAB – (VA + VB )
– The synergy of an acquisition can be determined from the standard
discounted cash flow mode:
Synergy $
∆𝐶𝐹!
Synergy = 0
(1 + 𝑟)!
!"#
 – Revenue Enhancement
– Cost Reduction
– Replacement of ineffective managers
Sources of – Economies of scale or scope

Synergy – Tax Gains

– Net operating losses
– Unused debt capacity
 – More than 50% of the M&A fails. In China, the failure rates are
60% for domestic, and 80% for cross-border M&A.
– Size (shareholders prefer to get their money back, e.g. Vivendi
Universal merged its games publishing unit with Activision to form a
new company - Activision Blizzard in 2007, which later became
independent as shareholders bought back shares).
– Downstream / upstream integration (internal transfers at non-
Fallacies of market prices, e.g. AOL/Time Warner)
Acquisitions – Diversification into unrelated industries (Kodak/Sterling Drug)
 – Positioning - Taking advantage of future opportunities that can be
exploited when the two companies are combined. For example, a
telecommunications company might improve its position for the future if
it were to own a broad band service company. Companies need to
position themselves to take advantage of emerging trends in the
marketplace.

Strategic – Gap Filling - One company may have a major weakness (such as poor
distribution)whereas the other company has some significant strength.
reasons By combining the two companies, each company fills-in strategic gaps
that are essential for long-term survival.
– Organizational Competencies - Acquiring human resources and
intellectual capital can help improve innovative thinking and
development within the company.
– Broader Market Access - Acquiring a foreign company can give a company
quick access to emerging global markets.
 1. Bargain Purchase
Sometimes it’s cheaper to acquire another company than to invest internally. For
example, if a firm needs new manufacturing capacity, it might be more cost-
effective to buy a company with unused but suitable facilities than to build new
ones.
2. Diversification
M&A can help reduce earnings volatility and support more stable long-term
growth—especially for companies in slow-growing or mature industries. However,
Business many financial experts argue that diversification should be left to investors, not
company managers, since running different types of businesses (e.g., steel vs.
Reasons software) requires different expertise.
3. Short-Term Growth Boost
Under pressure to improve performance quickly, management may use M&A to
accelerate growth or reverse declining profitability.
– 4. Undervalued Target
Some companies are acquired simply because they are undervalued. These deals
are often financially motivated rather than strategic. For example, private equity
firms like KKR acquire struggling companies, replace management, and aim to
unlock hidden value.
 1. Manage preacquisition phase
– Instruct staff on secrecy requirements
– Evaluate your own company
Steps in a – Identify value-adding approach
Successful Understand industry structure, and strengthen core business
Capitalize on economics of scale
Merger and Exploit technology or skills transfer
Acquisition 2. Screen Candidates
Program - Step – Identify knockout criteria
– Decide how to use investment banks
1 and 2
– Prioritize opportunities
– Look at public companies, divisions of companies, and privately held
companies
 3. Investigate & Value the Target
– Know exactly how you will recoup the takeover premium
– Identify real synergies
– Decide on restructuring plan
Steps in a – Decide on financial engineering opportunities
Successful 4. Negotiate
Merger and – Decide on maximum reservation price and stick to it
– Understand background and incentives of the other side
Acquisition – Understand value that might be paid by a third party
Program - Step – Establish negotiation strategy
3 to 5 – Conduct due diligence

5. Manage post merger integration

– Move as quickly as possible
– Carefully manage the process
 – Phase I Due Diligence begins once a target is selected. It involves a
detailed review of operations, strategy, and financials to identify
potential synergies. Investment bankers are engaged to support
this evaluation.

Description Amount (USD)

Investigate & Value of Our Company (Acquiring
$560
Value the Company)

Target Value of Target Company

Value of Synergies per Phase I Due
$176

$38
Diligence
Less M&A Costs (Legal, Investment
$(9)
Bank, etc.)
Total Value of Combined Company $765
 – FCFF (Free Cash Flow to the Firm):
FCFF = EBIT × (1 – Tax Rate) + Depreciation – Capital Expenditures + Δ Working
Capital Liabilities
Where:
- EBIT = Earnings Before Interest and Taxes
Valuation: - Depreciation = Non-cash expenses
- Capital Expenditures = New asset investments
- Δ Working Capital Liabilities = Increase in liabilities (excluding long-term debt)
Cash Flow
FCFE (Free Cash Flow to Equity):
Formulas FCFE = Net Income – Preferred Dividends + Depreciation – Capital Expenditures + Δ
Net Liabilities + Δ Preferred Stock

Where:
- Net Income = Earnings after tax
- Δ Net Liabilities = Change in liabilities (e.g., short-term debt)
- Δ Preferred Stock = Issuance or redemption of preferred equity

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 – Valuation:

– Should not ignore the value of strategic options and payment terms
– In general, an acquisition creates wealth for the acquirer if:

M&A Process What Acquirer Gets

[Target Alone + Synergies + Other]
(Continued) >= What Acquirer Gives

[Cash Paid + Stock Paid + Debt Assumed]

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 – Mode of Acquisition:
– Refers to whether a proposed acquisition is friendly or hostile to target
managers
– Friendly acquisitions are approved by board of directors of
each firm
– Then shareholders vote on the proposal
Negotiation – If no negotiation possibility exists, then an acquirer can proceed
with a tender offer to target shareholders – making it hostile
– Hostile takeover can be quite time consuming especially when
target managers fight against the tender offer(public takeover
bid).

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 – Mode of Payment:
– How an acquisition is paid for: cash, stock or mixed
Negotiation – If the stock is believed to be undervalued, then stock should not be
cont. used for payment
– If the stock is overvalued, then the stock payment should/can be
used

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 – Another important element when two companies merge is Phase
II Due Diligence
– Phase I Due Diligence started when we selected our target
company.
Phase II – Once we start the negotiation process with the target company, a
diligence much more intense level of due diligence (Phase II) will begin.
Both companies, assuming we have a negotiated merger, will
launch a very detail review to determine if the proposed merger
will work. This requires a very detail review of the target company
- financials, operations, corporate culture, strategic issues, etc.
 – Full: All functional areas (operations, marketing, finance, human
resources, etc.) will be merged into one new company. The new
company will use the "best practices" between the two companies.
Post merger – Moderate: Certain key functions or processes (such as production)
will be merged. Strategic decisions will be centralized within one
integration： company, but day to day operating decisions will remain
Three stages autonomous.
– Minimal: Only selected personnel will be merged to reduce
redundancies. Both strategic and operating decisions will remain
decentralized and autonomous.
 Some of the reasons behind failed mergers are:
– Poor strategic fit - The two companies have strategies and objectives that are
too different, and they conflict with one another.
– Cultural and Social Differences - It has been said that most problems can be
traced to "people problems." If the two companies have wide differences in
cultures, then synergy values can be very elusive.
– Incomplete and Inadequate Due Diligence - Due diligence is the "watchdog"
within the M & A Process. If you fail to let the watchdog do his job, you are in
for some serious problems within the M & A Process.
A Reality – Poorly Managed Integration - The integration of two companies requires a
Check very high level of quality management. In the words of one CEO, "give me
some people who know the drill." Integration is often poorly managed with
little planning and design. As a result, implementation fails.
– Paying too Much - In today's merger frenzy world, it is not unusual for the
acquiring company to pay a premium for the Target Company. Premiums are
paid based on expectations of synergies. However, if synergies are not
realized, then the premium paid to acquire the target is never recouped.
– Overly Optimistic - If the acquiring company is too optimistic in its projections
about the Target Company, then bad decisions will be made within the M & A
Process. An overly optimistic forecast or conclusion about a critical issue can
lead to a failed merger.
 – Target firm shareholders?
– Bidding firm shareholders?
Gains from – Lawyers and bankers?
merger: – Are there overall gains?

Who Gains
Changes in corporate control increase the combined market value of
What? assets of the bidding and target firms. The average is a 10.5%
increase in total value.
 !"#$%CD ()D*+%CD (,$-#.C/

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)%"$%.
/")*%'"..%.'+M'1%#2%# !(%$)

!%#2%.'/")*% !())$#

The Price: Who P4"#%4-).%#5'2%& "*$#+ '#$%+ ())+

Gets What? S4784'75'V-W'W-#&4 !"*$, !'#$& !())$#

P4"#%4-).%#5;'54"#%5'-, !'$" !(,$" !(%

&4%'2"7V
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 – Dodd (1980), “Merger proposals, management discretion and
stockholder wealth,” Journal of Financial Economics, Volume 8,
Issue 2, June 1980, Pages 105-137
– 151 targets and 126 bidders over 1970-1977

Target and
Bidders Targets
Acquirer 2-day AR * -1.09% 13.41%
Performance Successful Sample Size 60 71
T-statistics -3.0 23.8
around
2-day AR -1.24% 12.73
Announcement Unsuccessful Sample Size 66 80
T-statistics -2.6 19.1

* AR is Abnormal Return = Actual – Expected. Reported AR is average of firm ARs.

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 – Bradley, Desai & Kim (1988), “Synergistic gains from corporate
acquisitions and their division between the stockholders of target and
acquiring firms”, Journal of Financial Economics, Volume 21, Issue 1, May
Target and 1988, Pages 3-40
Acquirer – 3-day announcement abnormal return for 236 successful tender offers over
1963-1984
Performance
around
Announcement Sample Size Bidders Targets
(Continued) Total Sample 236 0.00% 21.6%
Single Bidders 163 0.65% 22.0%
Multiple Bidders 73 -1.45% 20.8%

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 – Unsuccessful M&A were often associated with higher Premium
– Bradley, Desai & Kim (1983), “The gains to bidding firms from merger,”
Target and Journal of Financial Economics, Volume 11, Issues 1-4, April 1983, Pages
121-139
Acquirer – 353 targets: 241 successful, 112 unsuccessful
– 94 unsuccessful bidders
Performance – 1983-1980
around
Announcement Sample Size Targets
(Continued) Unsuccessful Targets 112 35.6%
Subsequently Taken Over 86 39.1%
Not Subsequently Taken Over 26 23.9%

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 Long Run Abnormal Return = Long-Run Actual Return –
Long-Run Expected Return
Study Sample Expected Returns AR Calculation Major Results
Franks, Harris 399 acquisitions, (1) CRSP equal-weighted Jensen’s α in event- Jensen’s α:
Acquirer and Titman
(1991)
January 1975-
December 1984
market index
(2) CRSP value-weighted
market index
time and calendar-
time portfolios
Average Abnormal Returns are (1) -0.2, (2) 0.29,
(3) -0.11, and (4) -0.11 per month over 36
months. (1) and (2) are significant.

Performance (3) Ten-factor model

(4) Eight portfolio
benchmark
Calendar-time portfolios:
(2) 0.37 per month and significant
(4) does not detect any abnormal performance

in the Long- Agrawal Jaffe, 1,164 acquisitions, (1) Beta and size CAAR, starting with
with sub-samples as well
CAAR for (1) is -10.26 for (+1, +60) and
and Mandelker January 1955- (2) Returns Across Time AD significant. CAAR for model (2) is similar. No

Run are often (1992) December 1987 and Securities (RATS) with
size adjustment
abnormal performance during Franks, Harris and
Titman (1991) study period

Negative Loderer and

Martin (1992)
1,298 acquisitions,
1955-1986
Similar to RATS CAAR, starting with
effective date (ED)
Abnormal Returns are negative and significant
over 3 years after acquisitions but insignificant
over 5 years
Loughran and 947 acquisitions, Matching firm based on Buy-and-Hold BHAR over five years is -6.5 and insignificant.
Vijh (1997) 1970-1989 size and book-to-market Abnormal Return Cash BHAR is 18.5 and insignificant and Equity
(BHAR) starting with BHAR is -25 and significant
ED
Rau and 3,517 acquisitions, Size and book-to-market CAAR, starting with CAARs for mergers and tender offers are -4.04
Vermaelen January 1980- matching portfolios CD and 8.85, respectively. Both figures are
(1998) December 1991 statistically significant
Mitchell and 2,193 acquisitions, Size and book-to-market BHAR and Calendar- BHAR is zero for all acquisitions after adjusting
Stafford (2000) 1958-1993 matching portfolios Time Abnormal for cross-sectional dependence, CTAR is negative
Return (CTAR) and significant for equity financed acquisitions.
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 – Letter of intent
– M&A agreement
Part II: – Representations
Legal – Indemnification
Documents – Confidentiality

and – Closing
– Regulation Environment
considerations
– Antitrust law
– Security law
– Accounting principals
 – A written expression of the parties’ intent to enter a transaction
and a summary of the material terms of the deal.
– Happens before the phrase II due diligence, and therefore the
proposed terms for the transaction that are included in the LOI are
generally not legally binding on the parties.

LOI – Non-Binding Terms:

– Structure.
– Purchase Price
– Indemnification Framework.
– Representations and Warranties
– Key Closing Conditions.
– Management Arrangements.
– Due Diligence.
 – Binding Provisions:
– Exclusivity.
– Confidentiality.
– Expenses.
Cont. – Governing Law.

– Some Considerations for Buyers and Sellers in Negotiating an LOI:

– Use of Advisors.
– Potential Liability.
– Process.
 – As the negotiations continue, both companies will conduct extensive
Phase II Due Diligence to identify issues that must be resolved for a
successful merger. If significant issues can be resolved and both
companies are convinced that a merger will be beneficial, then a formal
merger and acquisition agreement will be formulated.
– The basic outline for the M & A Agreement is rooted in the Letter of Intent.
However, Phase II Due Diligence will uncover several additional issues not
M&A covered in the Letter of Intent. Consequently, the M & A Agreement can
be very lengthy based on the issues exposed through Phase II Due
agreement Diligence.
– Additionally, both companies need to agree on the integration process.
For example, a Transition Service Agreement is executed to cover certain
types of services, such as payroll. The Target Company continues to
handle payroll up through a certain date and once the integration process
is complete, the acquiring company takes over payroll responsibilities.
– The Transition Service Agreement will specify the types of services,
timeframes, and fees associated with the integration process.
 A key element of any M&A agreement is the representation and warranty
provided by both parties. Each side must affirm that the information
disclosed is accurate and complete. For the buyer, full transparency is
Representation essential to assess what is truly being acquired. If material
misrepresentations are uncovered, the buyer may have grounds to
withdraw from the deal.
 – The M & A Agreement will specify the nature and extent to which each
company can recover damages should a misrepresentation or breach of
contract occur.
Indemnification – A "basket" provision will stipulate that damages are not due until the
indemnification amount has reached a certain threshold. If the basket
amount is exceeded, the indemnification amount becomes payable at
either the basket amount or an amount more than the basket amount.
– The seller (Target Company) will insist on having a ceiling for basket
amounts within the M & A Agreement.
 – It is very important for both sides to keep things confidential before
announcing the merger. If customers, suppliers, employees, shareholders,
or other parties should find out about the merger before it is announced,
the target company could lose a lot of value: Key personnel resign,
productivity drops, customers switch to competing companies, suppliers
decide not to renew contracts, etc.
– To prevent leaks, the two companies will enter into a Confidentiality
Agreement whereby the acquiring firm agrees to keep information
Confidentiality learned about the Target Company as confidential. Specifically, the
Confidentiality Agreement will require the acquiring firm to:
– Not contact customers, suppliers, owners, employees, and other parties
associated with the Target Company.
– Not divulge any information about the target's operating and financial plans
or its current conditions.
– Not reproduce and distribute information to outside parties.
– Not use the information for anything outside the scope of evaluating the
proposed merger.
 – The Federal Trade Commission (FTC) and the U.S. Justice Department
Regulation (USJD) administer federal anti-trust laws.

environment – The Securities and Exchange Commission (SEC) administers federal

security laws for companies registered with the SEC.
 – Section 7 of the Clayton Act which stipulates that a merger cannot
substantially lessen competition or result in a monopoly.
– The USJD uses an acid test known as the Herfindahl-Hirshman Index (HHI)
to determine if action should be taken to challenge the merger.
– HHI is calculated by summing the squares of individual market shares for
Anti-Trust all companies and categorizing market concentration into one of three
categories. The three categories are:
Laws – Less than 1000: Unconcentrated market, merger is unlikely to result in anti-
trust action.
– 1000 - 1800: Moderate concentration. If the change in the HHI exceeds 100
points, there
– could be concentration in the marketplace.
– Above 1800: Highly concentrated market. If the change in the HHI exceeds
50 points, there are significant anti-trust concerns.
 – Six companies compete in the retail home heating oil market:
– - American: 40%
– - Pacific Oil: 20%

HHI Example: – - BCI Oil: 20%

– - Triple C Oil: 10%
Pre-Merger
– - Amber Oil: 5%
Analysis – - Testco: 5%

– Proposed Merger: Amber Oil and Testco propose to merge

(combined share: 10%).
 To determine whether a proposed merger may trigger antitrust
concerns, we calculate the HHI using the formula:
– 𝐻𝐻𝐼 = ∑(Market Share)%

– Step 1: Pre-Merger HHI = 40² + 20² + 20² + 10² + 5² + 5² = 2550

HHI Example: – Step 2: Post-Merger HHI = 40² + 20² + 20² + 10² + 10² = 2600
– Step 3: HHI Increase = 2600 - 2550 = 50 points
Post-Merger &
Conclusion – Conclusion:
– - HHI > 1800 indicates a highly concentrated market.
– - A 50-point increase is right at the threshold of concern.
– Amber and Testco should be prepared to defend the mergerⓉ
 – Form 8K:Whenever a company acquires in excess of 10% of book
values of a registered company, the SEC must be notified on Form
8K within 15 days.
– Schedule 13D:Whenever someone acquires 5% or more of the
outstanding stock of a public company, the acquisition must be
disclosed on Schedule 13D.
– Schedule 13G: Short version of Schedule 13D for cumulative
buildup of 5%. Financial investment behavior, no intention to gain
Security Laws control of listed companies。
– Schedule 14D-1 (Tender Offer Statement): When a company makes
a tender offer to acquire the stock of another company, the acquiring
company must file a Tender Offer Statement (TOS) on Schedule
14D-1
– Schedule 14D-9:he target company is required to respond to the
TOS on Schedule 14D-9 within 10 days of commencement of the
tender offer. Schedule 14D-9 must disclose the target company's
intentions regarding the tender offer - accept, reject, or no action.
 – There used to be two methods: Pooling of Interest and Purchase method
for acquisitions
– Pooling of Interest:
Accounting – It can be used if payment is made in the form of acquirer’s stock
Method – Balance sheet and income statement of the combined company are
generated by adding up items

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 – Purchase method:
– Balance sheet of the combined entity is constructed as follows: If the price paid is
same as the net asset value (book value – total liabilities), balance sheet of the
Accounting combined company is generated by adding up items
– If the price paid is less than the net asset value, the assets are written down
Method – If the price paid is more than the net asset value, the assets are appraised. If the
(Continued) price is still more than appraised value of net assets, the difference is an asset called
goodwill
– The income statement reflect the depreciation expenses adjusted for the
revaluation

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 – The Financial Accounting Standards Board (FASB) issued two statements
changing all that:
– FASB Statement No. 141 Business Combinations
– Requires the purchase method of accounting be used for all business
combinations initiated after June 30, 2001
Accounting for
– FASB Statement No. 142 Goodwill and Other Intangible Assets
Goodwill – Changes the accounting for goodwill from an amortization method to an
impairment-only approach
– “Goodwill will be tested for impairment at least annually using a two-step
process that begins with an estimation of the fair value of a reporting unit. The
first step is a screen for potential impairment, and the second step measures
the amount of impairment, if any.”

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 – Investment Fit - What financial resources will be required, what level of
risk fits with the new organization, etc.?
– Strategic Fit - What management strengths are brought together through
this M & A? Both sides must bring something unique to the table to create
synergies.
– Marketing Fit - How will products and services compliment one another
Due Diligence between the two companies? How well do various components of
marketing fit together - promotion programs, brand names, distribution
-Will this channels, customer mix, etc?
– Operating Fit - How well do the different business units and production
merger work facilities fit together? How do operating elements fit together - labor
force, technologies, production capacities, etc.?
– Management Fit - What expertise and talents do both companies bring to
the merger? How well do these elements fit together - leadership styles,
strategic thinking, ability to change, etc.?
– Financial Fit - How well do financial elements fit together - sales,
profitability, return on capital, cash flow, etc.?
 Effective due diligence requires a thorough and proactive approach. Acquirers must collect
extensive, reliable information about the target company—sometimes even conducting discreet
verification to confirm critical details. The goal is to uncover any hidden risks before finalizing the
deal.
Below is a summary of key information areas to be reviewed:
Corporate Records
– Articles of incorporation, bylaws, board meeting minutes, shareholder lists, etc.

Due Diligence: Financial Records

– Audited financial statements (past 5 years), budgets, asset schedules, legal counsel letters.

Scope and Tax Records

– Federal, state, and local tax filings (5 years), working papers, and related correspondence.

Information Regulatory Filings

– SEC submissions, licenses, permits, agency reports, and compliance documentation.
Debt Obligations
Requirements – Loan agreements, leases, mortgages, and related financial commitments.
Employment Information
– Employee rosters with compensation, labor contracts, benefit and pension plans, HR policies.
Property & Intellectual Assets
– Title records, site appraisals, environmental reports, trademarks, and IP documentation.
Contracts & Agreements
– Joint ventures, vendor/supplier contracts, consulting and director agreements, standard
contract forms.
 When analyzing the target company’s balance sheet, several critical issues may distort the
true financial position:
Understated Liabilities
– Pension obligations, allowances for bad debts, and other liabilities may be underreported.
Low-Quality or Overvalued Assets
– Some assets may be recorded above their market value, especially if valuations are
outdated or optimistic.
Balance Sheet Hidden Liabilities
– Contingent liabilities such as pending lawsuits or regulatory penalties may not be
Red Flags in disclosed.
Overstated Receivables
M&A Due – Accounts receivable may not be collectible, particularly intercompany balances or aged
receivables.
Inventory Risks
Diligence – High or rising inventory levels can signal obsolescence. LIFO reserves may also obscure
true inventory value.
Questionable Marketable Securities Valuation
– Short-term investments should be assessed for liquidity and fair value. Non-marketable
investments may be overvalued.
Intangibles
– Valuable intangible assets like brand equity or customer relationships may be
undervalued or missing from the balance sheet.
 – Culture difference
Go beyond – Human resource
– Key personal
financials – Labor Union
– Compensation plan
Culture
difference
 Reverse Mergers
In a reverse merger, a small private company acquires a publicly listed dormant shell
Reverse company to quickly access public capital markets. While this offers speed and cost
advantages, it has historically been prone to abuse. Following a wave of questionable
Mergers vs. Chinese reverse mergers, the SEC launched an investigation in 2010, uncovering
widespread misuse of dormant shells. In 2012, the SEC suspended trading of nearly 400
SPACs: Key shell companies to curb fraudulent "pump-and-dump" schemes. As SEC Enforcement
Director Robert Khuzami noted:
Differences “Empty shell companies are to stock manipulators what guns are to bank robbers.”

and SPAC Transactions

In contrast, a SPAC (Special Purpose Acquisition Company) starts as a clean, newly formed
Regulatory shell with no prior operations or liabilities. After raising capital through an IPO, the SPAC
seeks a private company to merge with. Key distinctions:
Concerns •The SPAC has no historical baggage or undisclosed liabilities.
•Sponsors retain ownership and control until the deal is approved.
•Investors can redeem their shares if they disapprove of the proposed acquisition.
These safeguards make SPACs less vulnerable to manipulation than traditional reverse
mergers.
 – M&A basic concepts
– Definition and classification
– Synergy
Summary – Reasons for M&A

– Legal documents and considerations

– Due diligence