The world of big business is often filled with takeovers, mergers and acquisitions. These types of transactions are often very impactful and can send serious changes across the financial landscape. It is therefore very important to students of financial and economic systems to investigate and measure the utility of these types of trades. The purpose of this essay is to examine an specific example where a potential merger is investigated to achieve this objective. In this case, this essay will argue the recent rumors of Google acquiring Groupon and the ramifications of this event. The essay will attempt to answer if this potential acquisition would add value to the shareholders of each corporation in order to make an executive decision as whether or not to recommend such a transaction.
Mergers and Acquisitions
Benefits of Mergers and Acquisitions are the main reasons for which the companies come into these deals. Mergers and Acquisitions have the ability to produce significant tax gains, can increase revenue and can reduce the cost of capital. Mergers and Acquisitions can also turno out to be truly valuable to the companies when they are experiencing hard financial times. If the company which is suffering from various problems in the market and is not able to overcome the difficulties, it can look for an acquisition deal to improve its competitive advantage. If a company, which has a strong market presence, buys out the weak firm, then a more competitive and cost efficient company can be generated by this transaction. In this case, the target company benefits as it finds its way out of the difficult situation and after being acquired by the large firm, the joint company accumulates larger market share. This is due largely to these benefits that the small and less powerful firms agree to be acquired by the large firms.
These types of transactions and dealings will often lead to an increased value generation for the company. It is expected that the shareholder value of a firm after mergers or acquisitions would be greater than the sum of the shareholder values of the parent companies. Mergers and acquisitions generally succeed in generating cost efficiency through the implementation of economies of scale. An increase in market share is one of the plausible benefits of mergers and acquisitions. In case a financially strong company acquires a relatively distressed one, the resultant organization can experience a substantial increase in market share. The new firm is usually more cost-efficient and competitive as compared to its financially weak parent organization.
The shareholders of the acquired company tend to benefit the most in these types of relationships. This is because it is seen in majority of the cases that the acquiring company usually pays a little excess than it what should. Unless a man lives in a house he has recently bought, he will not be able to know its drawbacks. So that the shareholders give up their shares, the company has to offer an amount more than the actual price, which is prevailing in the market. Buying a company at a higher price can actually prove to be beneficial for the local economy. If we measure the benefits enjoyed by the shareholders of the acquired company in degrees, the degree to which they were benefited, by the same degree, these shareholders are harmed. This can be attributed to debt load, which accompanies an acquisition.
Groupon and Google
In 2010 Google attempted this takeover. McIntrye (20120 explained that “the rumor then was the Groupon had revenue of $2 billion that year. It turned out not to be true, and Wall St. could see that when Groupon issued figures prior to its IPO. Groupon currently has a market cap of $8 billion. That may fall now that the SEC has begun to examine the company’s pre-IPO financials. Google may come back, if it believes that the Groupon model is still viable.” Eventually the people at Google did come back in late 2012 where the deal is currently stalled.
In mid-December 2012 the financial world began to see the effects of this near-deal and the ramifications that were presented by this movement. Lachapelle (2012) explained what happened during this time. She argued that “Instead of selling to Google for $6 billion in 2010, Chicago-based Groupon chose to go public last year. While the shares surged 23% on Dec. 7 amid speculation Google might still be interested, a bid isn’t likely given Groupon’s slowdown and because Google may find it cheaper to invest more resources in its own coupon business.”
The mere rumor of this merger sent the market into an interesting period. The implications of this merger on stock prices began to show what this potential move might mean. Lachapelle (2012) claimed that “After initially winning a market capitalization exceeding Google’s offer, Groupon’s stock has lost 79% since its debut amid accounting missteps, more competition and growth that failed to meet expectations. The shares fell to a price-sales ratio of 0.7 on Nov. 13, a record low, according to data compiled by Bloomberg.” Wilson (2012) also added that “Groupon currently has significant cash amounting to $1.2 billion on its balance sheet coupled with almost $820 million merchant payables and accrued expenses. This leaves net cash of ~$400 million for Google if it acquires Groupon. Also, we need to factor in the benefit of $600 million in form of accumulated tax losses for Google once the transaction in complete.”
Mergers and acquisitions rarely work out in all stakeholders’ benefit. In this case there seems to be no real winner in this deal. The net present value of Google, the difference between the present value of cash inflows and the present value of cash outflows would not see any positive change in this case. Groupon, on the other hand is a company in dispair and is reeling since this failed merger attempt. The NPV of Groupon continues to fall, making the merger that more unlikely.
Coontz (2004) shed light on the economic impact of mergers and acquisitions on acquiring firm shareholder wealth. His review of this subject suggested that this deal would not have worked out for either sides’ stockholders. He claimed in his study that “I find that, on average, merger or acquisitions, in the 15 firm sample, do not, on average, improve shareholder wealth of the acquiring firm; rather, it actually decreases it. This is important be-
cause the function of a company is to make money and transfer the profits to the stakeholders and risk takers of the corporations, the shareholders. If the goal is to maximize shareholder wealth, why would a corporation want to merge or acquire another firm if data suggests that it actually worsens shareholder wealth? ” (p.69).
There is too much risk today for Google today to complete this deal and I would recommend for Google to avoid it. Groupon, as a surviving company and maybe at the risk of its stockholders, has much to gain by being adopted by the giant Google company. Success in mergers and acquisitions requires a balanced and holistic solution that benefits all the key players in the transaction, there appears to be no sign of balance in this lopsided deal.
Coontz, G. (2004). Economic Impact of Corporate Mergers and Acquisitions on Acquiring Firm Shareholder Wealth. The Park Place Economist, Vol 12, 2004. Retrieved from http://digitalcommons.iwu.edu/cgi/viewcontent.cgi?article=1102&context=parkplace
Lachapelle, T. (2012). Google Would be Nuts to Buy Groupon, Even at a huge Discount. Business Insider, 11 Dec 2012. Retrieved from http://www.businessinsider.com/google- would-be-nuts-to-buy-groupon-even-at-a-huge-discount-2012-12
Lacahpelle, T. (2012). Buying Groupon Hard for Anyone as Growth Slows. Bloomberg, 11 Dec 2012. Retrieved from http://www.bloomberg.com/news/2012-12-11/buying-groupon- hard-for-anyone-as-growth-slows-real-m-a.html
Yahoo Finance. “Groupon.” Viewed 16 March 2013. Retrieved from http://finance.yahoo.com/q?s=GRPN&ql=0
Wilson, R. (2012). On Google’s Rumored Acquisition of Groupon. Seeking Alpha, 10 Dec 2012. Retrieved from http://seekingalpha.com/article/1055121-on-google-s-rumored- acquisition-of-groupon
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