Packed with anecdotes, boardroom intrigue, humor, and plenty of food for thought, this book is both a cogent analysis of mergers and acquisitions and a fascinating page-turner.
Written by Isadore Barmash, an acclaimed writer on the Wall Street scene, this insider's guide gives you an up-close look at the often dramatic, sometimes humorous scenes that take place during mind-boggling megadeals, acquisitions, and "friendly mergers." With expert insight, wry humor, and wit, it chronicles many important megamergers and assesses the impact they have had on corporate performance, the economy, and the millions of employees and shareholders affected by the upheavals.
... Barmash puts the big picture in sharp relief, revealing the trends behind the events. With penetrating analysis and straightforward style, he discusses the decline of junk bonds and the leveraged buyout and the move away from massive conglomerates of unrelated businesses toward more strategic mergers. Most important, this candid book makes a persuasive case for common sense on the merger and acquisition scene, lest another unchecked escalation in the eat-or-be-eaten merger wars wreaks havoc on the business world once again.
Is it possible that the United States could be forced to surrender not to enemy attack or to revolution but to hostile takeover by the world's money barons? Barmash (Welcome to the Conglomerate, You're Fired!) thinks so. In an alarmist prologue, he outlines a scenario wherein an international consortium of investors formed for the purpose of acquisition informs the president that it is already the third-largest owner of American properties after the government and the citizenry and it is now prepared to buy up the rest of the country. The consortium predicts that the American people will not be able to resist its offer. With the new global economy, the concentration of wealth into fewer hands and another wave of mergers under way, the nation itself could be vulnerable. Is there enough money in the world to buy the United States? Barmash says no, but with innovative leveraging, yes. He claims there are banks that would finance such a deal and individuals willing to profit from it. Is Barmash writing fiction? Copyright 1995 Reed Business Information, Inc
A Not-So-Tender Offer takes dead aim at merger mania. Armed and loaded with expert insight, wry humor, and candid insider accounts of what really goes on behind the headlines, it looks at the mergers of the past decade and assesses the impact they have had on corporate performance, the economy, and the millions of employee and shareholders affected by the upheavals.
This is a reprint of a previously published work. It deals with an insider's look at mergers and their consequences.
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Preface |
ix |
Prologue: The Ultimate Acquisition |
xiii |
Part One. Merger Mania |
Chapter 1. |
Why Are These Mergers Different from All Other Mergers? |
3 |
|
Transactions Are Up but Dollar Values Are Down |
5 |
The Decline of LBOs--Those "Internal" Mergers |
7 |
Using More Cash, or Stock versus Bonds or Notes |
10 |
A Batch of "Plays" that Became Big Deals |
11 |
Professor Lipsey's View: Mergers DO Help |
13 |
Are the Megadeal's Risks Manageable? |
16 |
Chapter 2. |
When the Urg e to Merge Becomes the Zest to Divest |
19 |
|
Why the Collectors of Companies Began to Shed Them |
20 |
A Gallery of Deconglomerates |
21 |
The Results of Failing to Know Other Businesses |
25 |
The Role of Conglomerates Recycling America |
27 |
Chapter 3. |
The Strategic Merger |
33 |
|
The Barry Diller Epic |
33 |
Health-Care M&A's Pace the Whole Trend |
36 |
The Binge in Telecommunications |
38 |
Buying Brands to Create a Bigger Market Basket |
42 |
Retailing and Wholesaling--Call It "Store Wars" |
45 |
Forming Big Complexes in Publishing and Media |
48 |
Hostile Bids Roll the Banks and Insurance Firms |
49 |
It's a Brand New Sky in Airlines and Aircraft |
53 |
How Strategic is the Strategic Merger? |
55 |
Chapter 4 |
To Buy or Die: Examining M&A Philosophy |
57 |
|
The M&A World According to Flom |
57 |
Issue: Going It Alone, or Buying Others to Grow |
61 |
Things Don't Change, They Just Stay the Same |
62 |
Building the Strategic Merger |
63 |
Examining Several Merger Philosophies |
66 |
Part Two. Moving and Shaking |
Chapter 5. |
The Typical American Merger |
71 |
|
Guard Your Idea; It Could be Contagious |
72 |
When Is It a Merger and When Is It an Acquisition? |
73 |
An American Saga, with a Moral |
74 |
Separating the Real Bidders from the Wannabes |
78 |
Chapter 6. |
It's a Circus; It's an Auction; It's--a Merger |
81 |
|
Each Deal is a Unique Equation of Cause and Effect |
83 |
Nine Guidelines for Handling a Merger |
84 |
Seven Abuses the M&As Invite |
87 |
Tracking Down the Real Players |
91 |
Chapter 7. |
Unfriendly Fire: Hostile Deals and Competing Bidders |
99 |
|
Four Company Wars |
100 |
Some Earlier Hostilities |
104 |
Will the Hostility Trend Continue? |
105 |
Chapter 8. |
The Global Clamor for Making Deals |
109 |
|
It's a Two-Way Street: U.S. Buys Foreign companies |
110 |
Who's Helping the Foreigners to Buy the U.S.? |
112 |
Some Interesting Foreign-U.S. Deals |
114 |
The Foreign Takeover Style--Rough and Tumble, Like Ours |
116 |
How Compatible Are Japanese and American Executives? |
121 |
Sony Bites the Bullet |
123 |
Should We Worry About the Foreign Incursion? |
125 |
Part Three. The People Who Make It Happen |
Chapter 9. |
Wall Street's New, Newer, Newest Breeds |
129 |
|
The Wisdom of Solomon |
130 |
The Eagerness of Schwazman |
131 |
The Earnestness of Rattner |
135 |
The Entrepreneurship of Jackson |
139 |
Chapter 10. |
The Big Players |
143 |
|
The Media Moguls: Murdoch, Turner and Black |
145 |
The Entertainment-Plus Moguls: Redstone, Kerkorian, Kluge |
147 |
The Acquisition Moguls: Araskog, Pickens, Icahn and
Perelman |
150 |
The LBO Moguls: Kravis and Forstmann |
155 |
Chapter 11. |
The Little Players |
161 |
|
The Business of Brokering |
162 |
Geneva Companies: The Biggest of the Little |
163 |
Jim Throne of Pennsylvania |
165 |
Herb Cohen of New York |
166 |
John Keate of Ohio |
169 |
Dick Read of Florida |
171 |
Duncan Haile of Connecticut |
172 |
Brian Knight of Vermont |
174 |
How Not to Need a Broker |
175 |
Part Four. Financing the Merger |
Chapter 12. |
Getting Money From the Bank |
179 |
|
A Renewed Interest in Financing |
180 |
How Banks Rate M&A's and Participate in Them |
182 |
Banks Themselves Are Merging and Downsizing |
185 |
Chapter 13. |
The Job Cruncher--and How You Can Ease the Crunch |
187 |
|
Are Fewer Really Better? |
188 |
Workers Are Making an Impact |
190 |
What to Do If You Lose Your Job in a Merger |
192 |
Getting A Job is All a Matter of Attitude |
193 |
Are the Jobless Numbers Right? |
195 |
Chapter 14. |
Busy Days for Minideals |
197 |
|
One Busy Day in Minideals |
198 |
Examining the Minideal Strategy |
200 |
How to "Go Public" Without Going Public |
201 |
More Reasons for Selling Out |
203 |
Chapter 15. |
The Future--More, and Big and Bigger |
207 |
|
The Matter of Size: Big and Even Bigger? |
209 |
Considering the Number of M&As: Steady or Unlimited? |
211 |
Strategy: Stretching Strength to the Maximum |
214 |
Predicting the Future M&A Trend |
217 |
Rebutting Those Forecasts and Those Opinions |
224 |
So How Big Can M&As Get? |
226 |
Index |
229 |