BUSINESS COMBINATIONS

Transcription

1 BUSINESS COMBINATIONS (MERDERS & ACQUISITIONS) SCHOOL OF POST BRADUATE STUDIES DEPARTMENT OF ACCOUNTANCY,* FACULTY OF BUSINESS ADMINISTRATION UNIVERSITY OF NIGERIA ENUGU CAMPUS BeingJ Seminur Paper On. 1 ADVAFICED ACCOUNTING THEORY LECTURW: PROF. (MRS) U. MOOUM

2 BUSINESS COMBINATIONS (MERGERS & ACQUISITIONS) INTRODUCTION: The fusion of two or mom companies or organizations to become one establishment, could be regarded as merger. Acquisition is used interchangeably with merger to describe a business combination in which the ownership and management of independently operating enterprises are brought under the control of a single management. A merger could also be defined technically, as a combination or integration of two or more existing companies with the combined companies choosing the name of one of # the companies or taking a completely new name. Takeover (acquisition) results where the party initiating the combination is much large or stmnger than the other party. In financial management the concern is on the financial decision making process which leads a company to decide on a merger, to determine the terms on which it should be carded through and to plan how it should be financed.,. Amalgamation or consolidation is a form of merger because it is a combination in which all the combining companies are legally dissolved and a new company is formed. furthermore, a reconstruction could also be a form of merger if it invokes the transfer of the undertaking of the company to another company owned substantially by the same directors following liquidation of the first company. The Nigerian Companies and Allied Matters Act (CAMA) 1990 (as amended), Section applied the term merger, amalgamation, reconstruction, interchangeable because they are interwoven. Hence, the terns could mean the same thing because they are not terms of art with clearly defined and distinguishable legal meaning. On the other hand, a takeover or acquisition is defined in Section 590 of CAMD as 'the acquisition of one company of sufficient shares in another company to give the acquiring company control over that other company'. The distinction between takeover,

3 acquisition and merger is that in a take-over no company goes into liquidation, one becomes a holding company, while the other becomes it's subsidiary. Management and leveraged by-out is the purchase of a part or the whole of a business by a group of investors, usually its managers andfor employees using large amount of debt and small amount of equity to finance the acquisition. The Securities and Exchange Commlssion, behg the apex regulatory of the capital market, is charged by section 99(2) of the investment and Securities Act No. 45 of 1999 to review and approve all mergers and acquisitions in Nigeria. Forms of Mergers Mergers can be categorised as horizontal, vertical or conglomerate mergers. 1. Horizontal Merger This is the combination of firms that compete in the same industry at the same level of production or distribution. Their products are substitutes and the merger is designed to achieve operating economies. Firms may acquire monopoly power by this arrangem"ent so that this type of combination may be objected to by the government for anti-trust considerations. 2. Vertical Merger This is a combination of two firms that compete in the same industry but not at the same stage of production and distribution system. under this arrangement the firms achieve a successive functional relationship. That is one firms output is input for the other or is marketed by the other. Their products are thus complementary. if a textile manufacturing company decides to acquire a cotton farm so as to also produce the necessary raw materials, it is a vertical backward integration merger. 3. Conglomerate Merger This form of merger involves companies in unrelated lines of business. this arrangement is usually motivated by need to diversity to reduce risk. Both operating and financial economies may be achieved but the combination does not reduce the 3

4 number of competing firms. An example is where a textile company merged with a cement company. Conglomerate mergers may be differentiated into three forms: Geographic market extensions, product extensions or pure conglomerate mergers. REASONS FOR MERGER According to Aliyu (2004), there are possible economic benefits for mergers which include: Mergers can improve earnings by increasing revenue and reducing costs or both, thereby contributing positively to the overall national economy. Mergers and acquisitions may increase earnings per share as well as the market value of the acquiring company's share. Provide avenue for diversification that yields spontaneous economic growth and reduce risk to the barest minimum. # Mergers if properly consummated can also result in acquiring superior management skills that would improve the worth for the merged firms. The unused retained earnings of a subsidiary can be deployed to another subsidiary at little or no cost. Mergers appeai to be attractive when there exist possibilities to exploit economies of scale, synergy, the acquisition of under valued assets etc. Equally relevant are acquisitions that might reduce the likelihood of bankruptcy, uncompetiveness or that would lead to a better blend between talents of corporate managers and the resources at their disposal. MERGER ACCOUNTING: Consolidation of the subsidiary's operation and its net assets are most times Carried out using a method commonly referred to as purchase, acquisition or traditional method. However, a uniting of interest or pooling of interest also referred as merger occurs when the shareholders of two or more enterprises combine in one entity the whole of the net assets and operations of the enterprises in such a way as to achieve a continuing mutual sharing in the risks and benefits of the combined enterprises.

5 Merger accounting requires the aggregation of the financial statements of the combing entities and then presented as if they had always been part of the same reporting entity. The merger may take place at the middle or part of the financial year, the results of the combining enterprises for the full financial year are reflected in the group accounts for the period and corresponding amounts are presented on the same basis. Under the merger accounting method of business combination, shares issued in consideration for the acquisition must be at their par value and not at their market Value. The main objective in the pooling of interest method is to recognize the pooled entities as though the separate businesses were continuing as before despite now jointly owned and controlled. Thus only minimal changes are made in aggregating the individual financial statements. In adoption of merger or pooling of interests method in business combination, assets are taken at their book value and therefore there is no revaluation of assets. The merger metbd does not recognize goodwill on Consolidation and if any, it must be written off from existing reserves. It is also of intend to note that all reserves of the subsidiaries and the parent company are regarded as post acquisition. There is no preacquisition reserves under the merger accounting method. The accounting policies of the combining entities are usually adjusted to achieve uniformity, but the assets and liabilities need not be adjusted to reflect fair values at the date of the combination. In other words, the balance sheet totals under the merger method are the same before acquisition and after acquisition. This is because the merger method does not recognize goodwill and assets are not usually revalued. Any share premium accounts and Capital redemption reserves of the new subsidiary entity are not preserved as such in the consolidated accounts, since they do not relate to the share capital of the reporting entity, but are brought in by being shown as a movement on other reserves.

6 The merger accounting method is used principally where the consideration for acquisition or combination is settled in shares or principally in shares. Therefore, the members before and after the acquisition are basically the same. The main features of merger accounting (a) The main concept underlying a merger is one of continuity of the amalgamating businesses.no assets are being distributed to share-holders and no party is identified as acquirer. (b) The only change that has taken place is in the separate ownership which are considered to have been pooled into one common ownerships and reallocated among the individual owners or exchanged. (c) It is not possible to identify an acquirer but perhaps a dominant party. The shareholders of the joining entities unite in a substantially equsll arrangement to share controls over the combined entity. (d) All parties to the combination participate in the management of the combine business.. (e) There must not be a significant reduction in the right attaching to the shares of one of the combining parties, as this would weaken the position of one in relation to the other. (9 The fair value of combining entities should be substantially equitable (g) Under pooling of interest, any difference arising on consolidation between nominal value of shares and fair values taken in exchange are taken as reserves on consolidation, rather than as goodwill or as premium. AcquDsDtDon Accounting : Any business combination that is not a merger can be referred to as acquisition. The purpose of acquisition accounting method is to account for the acquired entity by applying the same. Principles as are applied in the normal purchase of assets. In acquisition amounting method, the results of the acquired company are brought into the group account only from the date of acquisition. Assets and liabilities acquired are usually included at fair value in the consolidated accounts and are therefore stated at their cost to the acquiring entity.

7 The main features of acqulsition accountlng: (a)acquisition accounting is based on the assumption that the ownership of a company charges on acquisition (b)the purchase consideration is treated on the basis that it is used to acquire the net assets of the new subsidiary, which will generate future profit, (c) It follows that after the acquisition, the assets and liabilities of the acquired company should be included in the consolidated accounts at their fair values. (d)the retained earnings of the acquired company at the date of acquisition are not treated as distributable profit of the group. CONDITIONS THAT PETRMIT THE USE OF MERGER ACCOUNTING METHOD t Looking at the provisions of 1AS22 and sections of the Companies and Allied Matters Act , the following conditions could Permit the use of merger accounting method. (i) Role of the parties: Among the entities uniting, no party to the combination is shown as either acquirer or acquired, either by its own board or management or by that of another party to the combination. (ii) Relative size of the parties: No party to the business combination will be relatively larger or dominant to other parties. If otherwise, it will be presumed that the larger party can or will control and dominate the combined undertaking. In such a situation where one party is substantially larger than the other parties, the combined entity will not be an equal partner. Thus it will be inconsistent to treat such a business combination as a merger. (iii) Non-equity consideration: the provisions of the Companies and Allied Matters Act, 1990,stated the limit on non- equity consideration -that the fair value of any consideration other than equity shares should not exceed 10 % of the nominal value of the equity shares issued.

8 Dominance of management: Participation in establishing the management structure for the combined entity involves all parties to the combination as being represented by the boards of directors or their appointees. Strategic decision are made on the basis of a consensus between the parties to the combination instead of adopting the exercise of voting rights Special Interest in Performance of part of the Combined Entity: The performance of a part of the business should not be of the business should not be of special interest to any equity share holder after the combination. If not prohibited by companies legislation, when the above stated concisions are met, merger accounting method should be used. ADVANTAGES OF MERGER OVER ACQUISITION ACCOUNTING: The balance of the profit and loss account of the enlarged entity is the sum of the profit and loss account balances of the combining enterprises. Thus, there is no loss of distributable profit if when merger accounting is used. Regardless of the date of the combination of the entities concerned, the profits of the combining businesses are included for the full year period. This is to say that the date the combination took place are not considered. The merger method does not permit the creation of fictitious assets like goodwill account which will need to be written off later. The merger accounting method is much simpler in application. The assets acquired after business combination creates opportunities for companies to boost earnings by selling an asset brought into the merger at historical cost but worth considerably more. CRITICISMS OF THE MERGER ACCOUNTING METHOD: (i) Merger method creates under valuation of assets of the combined entities. (ii) There is also the creation of instant earnings through merger accounting method (iii) It gives rise to instant distributable reserves. 8

9 Example I : The Summarised balance sheets of Green PIC and White PIC as at 31/12/05 immediately prior to their combination were as stated below: G'men plc er,ooo White plc N,OOO Ordinary shares (NI per share) 15,000 Revenue reserves _ Fixed assets 13,000 Net current assets m Green PIC acquired the entire share capital of WHITE PLC by issue of one new ordinary share for one share in GREEN PLC The fair value af the consideration was N12,600,000 this being the market value of WHITE'S shares (N1.40 per share) The fair value of white's total assets was N 10,000,000 Rewired: Prepare a summarized consolidated balance sheet at 1st January, 2006 for Green plc immediately after combination, assuming that: (i) Merger accounting techniques are followed; and (li) Acquisitions accounting techniques are followed

10 Solution (i) Summarized consolidated balance Sheet at 1st January, 2006 (Merger accounting) Pr,ooo Fixed Assets (13000 x 8000) ' 21,000 Net Current Assets 6,000 Financed by: Ordinary Shares' (I41 per Share) Revenue Reserve 3000 i!ziqqq (ii) Summarised consolidated balance sheet at lst January 2006 (Acquisition accounting) Goodwill Fixed Assets Net Current assets Financed by m Ordinary shares (N 1 per shares) Reserves: Sham premium (8112,600,000 - PJ9,000,000) Revenues Example 2: The directors and shareholders of Minor PIC have agreed to accept an offer by GIANT PLC for the whole of MINOR'S PLC Ordinary Share Capital. The offer comprises 2 newly issued Ordinary Shares (nominally valued at 20k) of GIANT PLC for every five ordinary shares (nominally valued at 50k) of MINOR PLC. At the offer date, the ordinary share of GIANT PLC each had a stock market value of

11 The summarized balance sheet of both companies immediately prior to the offer being effected on 01\01\06 are give below: GIANT PLC Minor PIC Blm Blm Bhn Blm Fixed Assets Current Assets Less Current Liabilities Financed by: Ordinary share Capital Retained profit b The book value of MINOR'S PLC assets as at 1/1/06 approximated to their fair value. MINOR PLC is a major supplier af GIANT PLC. on 01/01/06, GIANT PLC had N4,800,000 worth of stock pumhased from MINOR PLC. The stock had cost MINOR PLC N4,300,000 to produce. In addition, as at 01/01/06, GIANT PLC owed MINOR PLC N3,200,000 for goods supplied. You are mquimd to: a. Prepare on merger accounting basis the opening balance sheet of the new group as at 01/01/06. b. Prepare on acquisition accounting basis the opening balance sheet of the new opening group as at 01/01/06 c. Outline in general terms without reference to the above example, the factors that would influence a management decision on whether to use the merge or the acquisition accounting method in business combination.

12 1 Solution: Notes: 1. GIANT PLC to acquire 100% of MINOR PLC 2. MINOR PLC Ordinary Share Capital = N10,000, The nominal Value uf MINOR'S PLC Share Capital is 50k 4. The number of shares in MINOR PLC = PC = 20,000,000 shares 0.50 ' 5. Consideration for acquisition of shares is 2 shares of GlANT PLC for every 5 shares of minor PIC :. the number of shares of GlANT PLC to be issued to MINNOR PLC would amount to: ,000 x 2 = 8,000,000 shares of GIANT PLC t 5 6. Under the nwyer mw\nihrig nifrtticrd, stwtcrs iss\~s<f for tho acquisition must ha at Par 7. The par value of GlANT PLC shares is 20k per share 8. Therefore, consideration for the acquisition under the merger method = 8,000,0?)0 x 20k = 811,600, The market value of GlANT PLC share = P33.00 Therefore consideration for the acquisition of Giant's Plc shares under the purchase method would be: 8,000,000 shares x = N24,000,000 The unrealized profit of W00,000 would not be adjusted for because the transaction had already taken place before the commencement of the subsidiary relationship. The amount owned to MINNOR PLC of 813,200,OO will now be regarded as inter company balance and therefore during consolidation the balance would be deducted from the current assets and current liabilities accordingly.

13 a. "sing merger accounting method: GIANT PLC B1 million Fixed Assets Investment in Subsidiary Current Assets ( ) Less Current Liabilities ( ) (16.3) MINNOR PLC B1 million 14.6 CBS W million 89.4 Financed by: Ordinary share Capital Capital reserve Retained profit b. Using acquisition accounting method: Goodwill Fixed Assets Investment in Subsidiary (Market fair value) Current assets ( Less current liabilities ( ) GIANT PLC BC million O (1 6.3) MINNOR PLC W million CBS B1 million Financed by: Ordinary share capital ( ) Sham premium ( ) Retained profit

14 c. Factors that can influence management decision on the method to use. i. The merger accounting method is used where the consideration for the acquisition is in shares or principally in shares and therefore, the mode of settlement of the purchase consideration would determine the method to be used. ii. If the management aims at a higher balance sheet totals, then the purchase method should be used instead of the merger method. iii. The return on capital employed is higher under the merger accounting method than under the purchase or acquisition accounting method. This is because the balance under the merger method is lower since the merger accounting method does not recognize goodwill or revaluation of assets. Example 3: # PARKSON INDUSTRIES LTD is a public company operating in the plastic and allied sector of the economy. The Directors approached BENCO LTD, a private hydmcarbon" materials company as a compatible partner for business combinations in order to achieve economies of scale. As a first step, Parkson INDUSTRIES LTD acquired all of the ordinary share capital of BENCO LTD by way share exchange on 1st July, 2005, and changed the corporate name to BENCO PARK PLC. PARKSON INDUSTRIES LTD issued seven of its own shares for every five shares in BENCO LTD. The market value of PARKSON INDUSTRIES LTD share on 1st July, 2005 was 449 each. The summarized financial statements of both companies for the year ended 31st December, 2005 are:

15 PWit and Loss Account for the year ended 31st December PARKSON Pr,ooo BENCO P1,ooo Turnover 180, ,OO Costs of sales ( ) (88.500) Gross profit 55,500 61,500 Operating expenses (12000 (7,500) Profit before ,000 In come tax (15,000) (22,500) Retained profit 28,500 31,500 BALANCE SHEET AS AT 31ST DECEMBER Parkson Benco b Fixed Assets: Land and Building Vehicle, Plant & Machinery R Current Assets: Stocks 171,000 Debtors & Prepayments 123,000 Cash and Bank ,750 Current Liabilities: Creditors & Accrued 114,750 Income tax (13 l,.25o)

16 15% debenture Stock Share Premium 30,000 18,000 Retained profit , ,250 The following information are relevant: I i. The fair value placed on land and building of BENCO LTD for the purpose of 1 Combination was N37,500,000 in excess of its book value as at the date of 1 acquisition. ii Consolidation good will is deemed to have serer years life with f ime apportioned charges (treated as operating expenses in the year of acquisition). Required: a. Prepare the consolidated profit and loss Account and Balance Sheet of BENCO PARK PLC fbr the Year 31st December, 2005 using acquisition accounting method. b. Explain and differentiate the features of pooling of interest (merger accounting) and discuss whether the business combination above should be accounted for using merger accounting or acquisition.

17 SOLUTION: a. BENCO PARK PLC Consolidated profit 8 Loss Account for the Year Ended 31st December, 2005 (Using Acquisition Accounting Method) N,000 Turnover (N 180,000 + (6112 x 150,000) 255,000 Cost of sales (N 124,500 + (6112 x 88,500) (168,750) Gross Profit 86,250 Operating expenses (N x 7,500) + N goodwill depreciation note 64,607 21,643 Income Tax (N 15, x 22500) (26,250) (4,607) Consolidated balance Sheet as at 31st Dec., 2005 Fixed Assets N,000 Land & Building (N330,OOO + 262,500) + N37,500 fair valve adjustment Vehicle, plant and machinery Goodwill (N684,OOO ) note b Current Assets Stocks Debtor and Prepayment Cash and Bank Current Liabilities Creditors and Accruals Income Tax Net current Assets

18 Financed by: Ordinary Shares of N 1 each (150, ,000, Note 2) Share premium (note 3) Retained profit (not1 ) 15% debenture stock Workings: Notes I: Consolidated accumulated profits PARKSON Reserves per question BENCO'S post acquisition reserves 6112 x N31,500 Goodwill amortization (see note 2 below) 2. Cost of control in BENCO LTD. PARKSON issued 7 shares for every 5 in BENCO LTD. Therefore PARKSON issued x 7 5 = P1126,OOO shares at a value of N9 each to the share holders of BENCO LTD. This will be recorded in PARKSON'S books as ordinary share capital of N126,000 and share premium N1,008,000. Goodwill: 44,000 44,000 Investment at Cost ( x N9) 1,134,000 Less: Ordinary share of Benco Ltd 90,000 Share Premium 18,000 Pre acquisition reserve ( ) Revaluation of Investment 37,500 ( ) Goodwill on Consolidation 684,000

19 Amortisation of goodwill for the year to 31 st December, 2005 will be x = 4l48, Share Premium N Investment at cost (126,000 x N9) 1,134,000 Shares Issued to BENCO LTD ,008, Consolidation may be part year or whole year. The latter involves pooling the group turnover, and cost of sales for whole year up to net profit after tax. Then the proportion of the net profit after tax for the period prior to acquisition is deducted from the consolidated net profit after tax. From this figure, goodwil1,is deducted to obtain the retained profit for the year for the new company. The result would be same as for part year method. b. Diffemnces between the merger and Acquisition accounting methods. i. The mergef method may not be used where the settlement of purchase consideration is wholly in cash, and also the fact that even if shares are issued for settlement of purchase consideration no Company poses as acquirer. ii. The shares issued for the settlement of purchases consideration must be at their nominal or par value under the merger accounting method, hence no share premium should arise but for the acquisition accounting method, shares may be issued at their fair values, and will therefore give rise to share premium. iii. Durlng consolidation under the merger method, the combined assets, liabilities and resewes are recorded at their existing carrying amounts. Revaluation of assets are not permitted under the merger accounting method but under the acquisition accounting method, assets may be shown et their fair values under the purchase or acquisition accounting method.

20 iv. The merger accounting regards all reserves both holding company and subsidiary as post acquisition. Thus the result of operations and the assets and liabilities of the pooled enterprises are combined as if they had been part of the group for the whole the current ds. This is not the case under acquisition accounting method as part of the subsidiary reserve may be treated as pm acquisition and not to be consolidated. v. Under merger accounting method, the balance sheet totals before and after the acquisition are the same. This happens because the assets are not revalued and goodwill is not recognised whereas this may not be the case under the acquisition accounting method. vi. Under merger accounting method the cost of acquisition (both shares issued plus cash if any) is matched against the share capital of the subsidiary acquired in determined goodwill or capital reserve arising out of consolidation. Whereas under acquisition accounting method, cost of acquisitions matched against the net asset or net worth of the subsidiary. Note: n As part of solution to the example above, acquisition accounting method has been used since the proposal made in respect of the merger was not in compliance with the condition for equal stakes and benefits in the combined entity. Example 4: The Board of Directors of Ogele Ltd and Okoro Ltd agree to amalgamate their business on 1st January, 2006 by selling their separate businesses to Okoronaogele Nigeria Ltd., a new Company formed for that purpose. The authorized share Capital of the new Company is 200 million Ordinary shares of N1 each. The following are the summarised balance sheets of the respective Companies as at 31st December, 2005.

21 OGELE LTD OKORO LTD. OGELE LTD. OKORO LTD W,OOO W,OOO ASSET EMPLOYED: Freehold Property - 72,000 Plant and Machinery 62,310 24,320 Stocks 26,740 27,810 Debtors 68,750 20,070 Bank Balance 48, , ,070 Financed by: Share Capital 125,090 57,470 Loan - 50,000 Current Liabilities 80,910 90, , ,070 The followhg was agreed: (a)okomnaogele should take over the assets and liabilities of the hrvo Companies except bank balances and loan I (b)the sale values should be the book figures adjustment. The agreed value of freehold property is N90 million. Obsolete stock of N3 million is included in Ogele Ltd accounts. A debt of N5 Million owed to Okoro Ltd is considered irrecoverable. (c)the Company should issue 80 Million Ordinary shares of N1 each at par to the shareholders of Ogele Ltd and 75 million Ordinary shares to the shareholders of Okom Ltd in consideration for: 1. The amount due to the share holders respectively for the net assts acquired by the new Company. ii. A cash payment by shareholders of Ogele Ltd and Okom Ltd that would be made to cover excess shares allocated under the scheme. The foregoing transactions were completed by the Companies as agreed on 1st January,

22 Required: a. (i) Prepare a statement showing the amount of cash to be paid to Okorona Ogele Itd by shareholders of Ogele Ltd and Okoro Ltd respectively in respect of shares allotted to them. ii. The Balance sheet of Okoronaogele Ltd as it would appear immediately after the Completion of the merger b. Enumerate the principal advantages of business combination. SOLUTION: 1. Assets and liabilities taken over by Okomnagele Ltd as the adjusted book values are: Freehold Property Plant & Machinery Stock Debtors Current Liabilities II Sales Value Ordinary Shares at Par issued by OkoronaOgele Ltd Cash payment due to Okorona Ogele Workinas: OGELE LTD N,000-62,310 23,740 68, ,800 80,910 73,890 Ogele Ltd stock 26,740-3,000 = 23,740 Okoro Ltd debtor 20,070-5,000 = 15,070 OKORO LTD N,000 90,000 23,320 27, , ,200 90,600 66,600 The above figures are now aggregated to provide the figures for Balance sheet.

23 OKORONA OGELE LTD Balance sheet immediately after Merger B1 B1 Fixed Assets: Free hold property (at Valuation) 90,000 Plant and Machinery 86, Current Assets Stock 51,550 Debtors 83,820 Bank 14, ,880 Current Liabilities: Authorized share Capital Issued and fully paid Capital t b) i.. II. iii. iv. The principal advantages of business combination are: Economies of Scale in Operations Business combinations may result in economies of scale, making the merger desirable: example fixed cost could be allocated over a large sales base Diversificatio y This is another factor frequently cited as a motive for mergers. Acquirina Manaaement Skill A firm may on occasion seek to acquire another firm to gain access to its management skills. - Growth Some companies find it difficult to sustain internal growth. The potential for generating new ideas and new products may be limited, consequently, growth through mergers and acquisition begins to look more desirable. Some Companies feel that it is Cheaper to grow by buying into ongoing concerns than stnrtiryl from scrrrtch.

24 Synergy Ordinarily, Mergers should produce certain synergy. In a financial context, synergy means that the combined firm does better, or has improved profits than a situation where the two firms operate separately. Financial Prospects Firms with excellent growth potential may find that their ability to achieve their potential is limited by a lack of access to financing. In these case they may find it desirable to-seek merger with a firm with excess cash. CONCLUSION: The economic climate in Nigeria calls for the pooling together of resouzes and the maximum use of such resources to ensure economies of scale, survival of business organizations as well as reactivation of the national economy. b Copeland, et al(1988) and Leslie, et al(1995) identified that mergers and acquisitions have long played an important role in the growth of firms. In consummating mergers and acquisitions there are certain strategies which should be adopted to guahtee success and there are also certain pitfalls which should be guided against, (Aliyu, 2005) MERGER INTEGRATION STRATEGIES: Articulate clear goals and objective Establish control decisively and rapidly Take time to understand the acquired business properly Make changes at the appropriate speed Acknowledge cultural differences Communicate vertically, horizontally, regularly and consistently. Create stakeholder understanding / buying. Try to achieve specific gains Evaluate and report on progress regularly.

25 MERGERS AND ACQUISITIONS PITFALLS Incompatible cultures Inability to manage target Unable to implement change Synergy nonexistent or overestimated. Did not anticipate foreseeable events Acqulmr paid too much Acquired firm too unhealthy Need to spin off or liquidate too much Incompatible marketing systems. As opined by Esosa (2004), several internal and external factors do exist which can bring pressure on the merging partners to the extent of threatenins their successful consummation. Thus, due diligence analysis is absolutely necessary to thoroughly evaluate a merger, before, during and after the deal is done in order to identify the propellers moving the merger forward and leverage them as well as the anchors that tend to weigh it down and scuttle its success.

26 REFERENCES: Aliyu, B. J. (2OO4), Mergers and Acquisitions: Avenue for Nigeria's Economic Development, The Sec. News: The Journal of SEC, Vol. 2: No. 1 (November) pp.4 Aliyu, Y (2005)^, "Consolidation, Mergers and Acquisition: "Challenges of the New Banking Reform Agenda". Seminar paper on ICAN MCPE Programme, Lagos. Copeland T. E, and Weston J. F, (1988), Financial Theory and Corporate Policy, Addison-Wesly Publishing Company Inc. U.S.A., pp: # Esosa, B. 0. (2004), Evaluating Mergers, Acquisitions and other Corporate, m Investment Decisions, The SEC News: The Journal of Securities 1 I and Exchange Commission (November) pp.8-9. Leslie, C., and Donald K. (1 9951, Financial Management, Routledge London pp Okafor, M. C. (2006), Company Accounts, Incorporating Annual Reports and Group Accounts, MioNelson Associates, Abuja. F