e-Mergers: Merging, Acquiring and Partnering e-Commerce Businesses - Softcover

Keogh, James Edward; Keogh, Jim

Softcover

ISBN 10: 0130313904 ISBN 13: 9780130313904

Publisher: Prentice Hall Ptr, 2001

Synopsis

This guide to e-business mergers, acquisitions, and partnerships describes each step of such transactions, including the identification and prequalification of targets, the structuring and financing of deals, pricing, negotiating, and closing. Among the other topics covered are due diligence, taxes, employees, public and private corporations, international business, and business alliances. A glossary is provided. Keogh teaches electronic commerce at Columbia University. Annotation c. Book News, Inc., Portland, OR (booknews.com)

About this title

About the Author

JIM KEOGH is founder and former chair of the Electronic Commerce Track at Columbia University. He is also a member of the graduate school faculty at Saint Peter's College in Jersey City, NJ, where he teaches in the MBA program. Keogh is author of more than 50 books.

From the Back Cover

• E-business mergers, acquisitions, and partnerships: the comprehensive, expert guide
• Step-by-step coverage walks you through every stage of the deal
• Understand the unique issues associated with e-business M&A
• Due diligence, pricing, and negotiation techniques you can't afford not to know

The first complete primer on e-business mergers and acquisitions!

A massive wave of e-business mergers, acquisitions, and partnerships is underway—and thousands of e-business decision-makers are facing the M&A gauntlet for the first time. E-Mergers is your complete guide to e-business M&A: the first book that answers the critical questions e-business executives ask, and illuminates the unique issues facing every e-business deal-maker. Jim Keogh walks you through every stage of the transaction, from identifying target companies to closing the deal, and covers every key issue, from due diligence to staffing. You'll discover how to:

• Identify, prequalify, and contact targets—including essential information on finders and brokers
• Perform effective due diligence that minimizes your risks and liabilities
• Structure the transaction using debt structuring, leaseback financing, take-back financing, bridge financing, and other methods
• Minimize the tax impact of the deal
• Manage the staffing issues associated with mergers and acquisitions-and retain key personnel
• Price the deal—including coverage of forecasting cash flows, risk assessment, and pricing models
• Negotiate the deal—and close on schedule
• Integrate merged e-businesses rapidly and successfully
• Manage the key challenges of international e-business M&As

Whether you're doing the buying or the selling, you'd better be at top of your game. E-Mergers delivers the insiders' M&A insights you don't want to learn the hard way. Get this book—and come out on top!

Excerpt. © Reprinted by permission. All rights reserved.

Preface

Dotcom companies are regrouping for the next battle in the war to stake a claim to a piece of the cyber market. The first battle depleted the financial ammunition many dotcoms had stored from rounds of private and public financing.

Those financial sources are drying up, and dotcoms must develop a new strategy before the next battle begins. The strategy many dotcoms are adopting is to join forces with other corporations to create a sizable onslaught against the competition.

Dotcoms are merging with other dotcoms and with firms outside of cyberspace to form a strong, formidable cyberspace business. Others are acquiring weaker players who have valuable assets but lack the financial wherewithal to enter the fray of one more battle.

Mergers and acquisitions is new to players in the dotcom industry. Most dotcoms are in the "startup.com" class, where entrepreneurial drive, fueled by an influx of enthusiastic capital from Wall Street, brought ideas written on napkins to reality.

I've written this book for dotcom managers who are contemplating merging their company with another company or who are considering acquiring a company. Mergers and acquisitions is a complex process. I wrote this book to help dotcom managers understand the mergers and acquisitions process and how to work efficiently with mergers and acquisitions professionals.

The mergers and acquisitions process begins by identifying and prequalifying targets. A target is a company that is the focus of the merger acquisition. Identifying and prequalifying targets is the topic Chapter 1, where you will learn about the various types of mergers and acquisitions transactions and how to identify targets of opportunity. Chapter 1 shows you how to search and contact targets either directly or by using brokers and finders. You'll also explore legal considerations that influence your search.

Once a target is found and prequalified, you must conduct due diligence. Due diligence is a process by which you investigate the target in an effort to substantiate financial and legal records and other information pertaining to the target. Chapter 2 walks you through this process.

Due diligence is a long and detailed process that lasts nearly the entire length of the deal. During this period, you'll be expected to arrange financing for the deal. Chapter 3 shows you the various types of transactions that are available and explores your financing options. In Chapter 3 you'll learn about debt structuring, leaseback financing, take-back financing, bridge financing, and other financing methods. You'll also explore the legal considerations that impact financing.

Taxes can have a dramatic effect on a merger or acquisition. Chapter 4 introduces you to the tax implications of a deal. You'll learn tax basics, valuation methods, and tax accounting methods that can lower the tax liability of a deal.

Critical aspects of every merger or acquisition are employees. Chapter 5 explores issues that must be addressed before dotcoms can join forces. These issues include compensation, benefits, retirement, health plans, stock ownership, and terminations.

In Chapter 6 you'll learn various mergers and acquisitions techniques that are unique to public corporations and others that are unique to private corporations. You'll learn about tender offerings, public disclosure, the duties of the board of directors, defensive strategies, and how to avoid insider conflicts.

Cyberspace has no national boundaries and neither do mergers and acquisitions. Chapter 7 explores factors that must be considered when doing a deal in the international arena. You'll learn about how to deal with a United States-based dotcom and how to do a similar deal with a foreign-based dotcom. Special attention is given to domestic and foreign taxing issues and international financing considerations.

After you have settled on a target, you must decide a fair price to pay to merge with or acquire the target. Chapter 8 shows you how to price the deal. You'll learn about pricing basics, buying strategies, forecasting cash flows, risk assessments, and pricing models.

With a price set in your mind, the challenge of doing a deal begins when you enter into negotiations with the target. You'll learn everything that you need to know about negotiations in Chapter 9. You'll learn how to set the stage for negotiations, how to develop a negotiations strategy, how to use a letter of intent and the acquisition agreement to your advantage, and how to establish closing procedures that assure that the deal closes on schedule.

The deal isn't done until you close the deal and integrate your company with the target. Chapter 10 shows you the critical points of how to close the deal and how to consolidate both companies. You'll learn what to do before and on closing day, how to pay for the deal, and how to make your company and the target one company.

Chapter 11 explores the techniques of creating business alliances, which is another way dotcoms can join forces without formally merging or acquiring a business. A business alliance is a strategic arrangement whereby complementary dotcoms enter into a combined effort to fight the next battle in cyberspace.

The war over who controls cyberspace is far from over. We've only seen the first of many battles to come. Dotcoms are poised to regroup through mergers, acquisitions, and business alliances. The techniques and strategies discussed in this book are the primary intelligence you require to form a company that can conquer all competitors.

Tim Miller, president of Webmergers, has provided insights into the mergers, acquisitions, and strategic partnerships taking place in the e-commerce arena. Webmergers is a leading marketplace for analysts and services for buyers and sellers of Web properties. Webmergers's knowledge base is frequently used for identifying M&A trends and for valuing Web companies.

Edition details

• Publisher: Prentice Hall Ptr
• Publication date: 2001
• Language: English
• ISBN 10: 0130313904
• ISBN 13: 9780130313904
• Binding: Paperback
• Edition number: 1
• Number of pages: 416