Robinson - Morley is a recognized and renowned top investment banking company who represent the interests of the superior middle-market ($12-250m) companies who wish advancement through either merger or acquisition.

WHATS THE DISTINCTION BETWEEN MERGERS AND ACQUISITIONS

Often bandied together and often confused but actually a merger and an acquisition are two different things. When one entity takes over another and the other ceases to exist then this is an acquisition.

A merger is slightly different, it occurs when two companies often of the same size decide to join forces and move together as one entity. This is actually termed a merger of equals. In this case both stocks are submitted and a brand new company share is issued. An example is that of DailerChrysler which was formed by Daimler-Benz merging with Chrysler.

These types of mergers do not happen very often, most of the time one company will simply swallow another up but call it a merger as part of the buying agreement. This will be done to avoid the negative rhetoric a takeover sometimes brings up.

If the senior management or managing directors agree that it would be advantageous to join together and agreement could made to call it a merger. If one of the parties does not agree to this then it will be an acquisition.

When to companies join or a purchase is made whether it is called a merger or an acquisition really depends how the agreement is handled (friendly or hostile) and how it is announced. What this means is how the message was put across to the purchased company and its directors, shareholder and employees.

SYNERGY

If there is no harmony between the two companies to enhance cost efficiencies and productiveness, the new business will not work. To ensure market advancement, cost reductions and sales there has to be synergy. When a merger takes place the resulting benefits could be gained:-

Almost with every merger there comes redundancies and employee culling. Depending on how you look at it this can be a good or a bad thing, but it is certain that staff reductions do save money. It often hits the senior management more than most.

When a larger firm takes over then the purchasing of supplies could be reduced and save money. Mergers often mean better buying power for raw materials and other things because larger purchasers can demand bigger discounts.

Quite often a merger takes place simply to acquire better and new technology to remain competitive. A large company can keep their market share by buying specialist technological firms that enhance their profile.

The two companies that merge may have totally different markets or marketing ideas and strategies, sometimes a marriage will broaden market share and increase revenues. It has a second consequence and that is to elevate the companies standing in the market and attracting investors. Larger firms generally have less problems in raising capital than smaller ones.

All of the above is true but any symbiosis or synergy will not come easily. Mergers often are success stories, but some of the time they just don’t work out and often because the transition and synergy has not been managed correctly.

The gilt edged synergy idea might just be something bandied around in the boardroom and by corporate gurus. The market is aware that there are people who have much to gain from acquisition and merger agreements and therefore penalize companies by lowering their share price. Here at Robinson - Morley we are happy to share our advice on why mergers and acquisitions may not be successful.

VARIETIES OF MERGERS

There is a kind of generality that exists as far as business structures are concerned in mergers. We list below a couple of exceptions that are distinguishable from the relationship between the two firms merging.

This is where two business entities are in the same industry and provide the same products and services and compete for the same customers in the same markets.

Two firms producing different goods and services but operate in the same markets.

Two particular types of mergers are defined by the way the merger has been funded. Each has unique characteristics that pertain to its business as well as the financiers.

Purchase Mergers – basically exactly as the term implies, one business purchasing another. The purchase is made with money and is fully taxable. Buying entities tend to favor these types of mergers because of the tax benefit implications. Assets that have been gained in the buy out could be written-up to the price that is actual, with the distinction between the guide value aside from the price of the assets could depreciate annually, minimizing tax liability payable by the company it is buying.

In the case of consolidation, the emerging new company operates under a brand new name. The income tax liability are the same as those of a purchase merger.

ACQUISITIONS

Acquisitions differ somewhat to mergers but like mergers these are exercises where firms seek better economies of scale, efficiencies, revenue growth, market share etc. In every case it involves one entity purchasing another, there is no change in shares or a unification as a new enterprise as in mergers. Acquisitions tend to be good and both parties are normally agreeable but quite often they are hostile and acrimonious.

When an acquisition takes place, similar to some mergers, the purchaser may use cash or shares or even a combination of both. A possibility that can develop especially with retail business takeovers is that of property transfer.

Another type of acquisition is a reverse merger, this happens when a company receives a discount to get publicly listed in a quick period of time. This reverse merger could be when a private firm wants to expand its solid prospects and wants to increase funding purchases by being a publicly-listed shell business. The smaller firm merges with the corporate one to create a whole new public company.

All mergers, acquisitions and takeovers have one ultimate aim and that is synergy. That is to make two separate entities work harmoniously together and produce a bigger and better outcome. The success and profitability of an acquisition depends whether this synergy is attained.

Robinson - Morley has a designated Mergers and Acquisitions team has the experienced gleaned from statutory lawyer’s experiences in diverse market places. We understand our individual clients’ needs pertaining to problem areas in their markets, and thoroughly recognize the need to offer transactional advice that is supportive of our clients’ needs to assist their goals at home and abroad. We also have one of the most leading Media Legislation practices in the country which incorporates a specialist Media Mergers & Acquisitions team that functions as a consultant towards all types of news industry acquisitions.

Robinson - Morley’s ideology is to turn knowledge into client benefit utilizing market resource. Our participating associate companies offer a global outlook to provide solutions in all connections concerning accounting.

It is imperative that we interface with clients and associates to fully understand and to deliver solutions to problems. To work with empathy towards each other that brings forth the best results. This benefits business as well as society as a whole.

Robinson - Morley play an essential role that is vital to the money markets. Reform within these markets is something that we earnestly support as it upholds confidence as well as reputation. Taking your business responsibilities seriously is key to the core of society, and it is always our intention to improve and help develop the areas that we are concerned in.

Acquisitions differ somewhat to mergers but like mergers these are exercises where firms seek better economies of scale, efficiencies, revenue growth, market share etc. In every case it involves one entity purchasing another, there is no change in shares or a unification as a new enterprise as in mergers. Acquisitions tend to be good and both parties are normally agreeable but quite often they are hostile and acrimonious.

In an acquisition, as in several of the merger deals we go over above, a consistent business could get yet another company with cash, stock or a combo of this two. An possibility that is additional which prevails in high street deals, is for one firm to get most of the properties of some other business. Business X purchases all of Company Y’s properties for cash, definitions that Business Y will undoubtedly have just cash (and debt, if that they had responsibilities that are monetary). Definitely, Company Y becomes just a covering and will liquidate or enter fundamentally another location of business.

When an acquisition takes place, similar to some mergers, the purchaser may use cash or shares or even a combination of both. A possibility that can develop especially with retail business takeovers is that of property transfer.

One more kind of acquisition is a reverse merger, a discount which allows an individual firm to get publicly-listed in a time period that is reasonably brief. A merging that is reverse when a personal firm that has solid prospects since well as aspires to increase funding purchases a publicly-listed shell business, usually one without business as well as restricted possessions. The firm that is exclusive around merges into the overall public company, and in addition together they end up being a totally new public firm with shares that can be traded.

Another type of acquisition is a reverse merger, this happens when a company receives a discount to get publicly listed in a quick period of time. This reverse merger could be when a private firm want to expand its solid prospects and wants to increase funding purchases by being a publicly-listed shell business. The smaller firm merges with the corporate one to create a whole new public company.

Regardless of their team or framework, all mergers along with purchases have one goal that is usual they are all recommended to develop harmony that makes the value of the consolidated business above the sum of the two components. The prosperity of a acquisition or merger depends on whether this harmony is achieved.

All mergers, acquisitions and takeovers have one ultimate aim and that is synergy. That is to make two separate entities work harmoniously together and produce a bigger and better outcome. The success and profitability of an acquisition depends whether this synergy is attained.

Our Mergers and Acquisitions team earnings from the statutory lawyer’s experience in several diverse industries. We understand the problems that are intricate with by clients in these markets, as well as we offer transactional advice that supports client business goals country wide and internationally. Robinson - Morley ’ Regulation has one of many primary Media Legislation practices in the nation and also includes a Media Mergers and Acquisitions team that functions as a consultant that is leading all types of news industry acquisitions.

Robinson - Morley has a designated Mergers and Acquisitions team has the experienced gleaned from statutory lawyer’s experiences in diverse market places. We understand our individual clients’ needs pertaining to problem areas in their markets, and thoroughly recognize the need to offer transactional advice that is supportive of our clients’ needs to assist their goals at home and abroad. We also have one of the most leading Media Legislation practices in the country which incorporates a specialist Media Mergers & Acquisitions team that functions as a consultant towards all types of news industry acquisitions.

Our function would be to turn knowledge into worth for the main benefit of our customers, our people, plus the resources markets. Our participant firms intend to offer clients with an around the world collection that is regular of financial and also accountancy solutions, in relation to deep market knowledge.

Robinson - Morley’s ideology is to turn knowledge into client benefit utilizing market resource. Our participating associate companies offer a global outlook to provide solutions in all connections concerning accounting.

Our worth’s establish exactly how exactly we behave, with clients and every other. They define what we mean also as how we do things, assisting us to work together in another of the most reliable and method that is also satisfying. This enables us to produce a good society– that is organizational throughout the network.

It is imperative that we interface with clients and associates to fully understand and to deliver solutions to problems. To work with empathy towards each other that brings forth the best results. This benefits business as well as society as a whole.

We play a function that is vital the money markets, and also are highly active in supporting favorable reform within our market to bolster reputation as well as confidence. We think business responsibility is the center of our society, and also concentrate on making a real difference to the areas in which we run.

Robinson - Morley play an essential role that is vital to the money markets. Reform within these markets is something that we earnestly support as it upholds confidence as well as reputation. Taking your business responsibilities seriously is key to the core of society, and it is always our intention to improve and help develop the areas that we are concerned in.

WHAT WE STAND FOR

We work all over the world and support clients globally. We stand alongside them throughout their dealings, protect their intellectual property, and represent them in negotiations in Asia, Europe, Middle East and Latin America. Our portfolio is broad from worldwide brand protection to multi-country acquisitions and mergers.

We are just as professional and accomplished when it comes to small companies and two-person enterprises right up to Fortune 500 companies. We are as adept at initiating starting, facilitating seed and mezzanine financing, initiating public offerings and expert in the mergers and acquisitions field. We can also offer key pre-litigation advice and representation in adversarial proceedings; no other company can give you the surety of excellence that Robinson - Morley offers.