The Journal News is a newspaper in New York State serving the New York counties of Westchester , Rockland , and Putnam , a region known as the Lower Hudson Valley . It is owned by Gannett .
77-607: The Journal News was created through a merger of several daily community newspapers serving the lower Hudson, which had previously been organized under the Gannett Suburban Newspapers umbrella; the earliest ancestor of the paper dates to 1852. Although the current newspaper's name comes from the Rockland Journal-News , which was based in West Nyack, New York , and served Rockland County, the Rockland Journal-News
154-679: A monopoly ", and the Hart–Scott–Rodino Act requires notifying the U.S. Department of Justice 's Antitrust Division and the Federal Trade Commission about any merger or acquisition over a certain size. An acquisition/takeover is the purchase of one business or company by another company or other business entity. Specific acquisition targets can be identified through myriad avenues, including market research, trade expos, sent up from internal business units, or supply chain analysis. Such purchase may be of 100%, or nearly 100%, of
231-405: A business retain just a handful of key players that would have otherwise left. Organizations should move rapidly to re-recruit key managers. It's much easier to succeed with a team of quality players that one selects deliberately rather than try to win a game with those who randomly show up to play. Mergers and acquisitions often create brand problems, beginning with what to call the company after
308-555: A business, which accrues to both categories of stakeholders, is called the Enterprise Value (EV), whereas the value which accrues just to shareholders is the Equity Value (also called market capitalization for publicly listed companies). Enterprise Value reflects a capital structure neutral valuation and is frequently a preferred way to compare value as it is not affected by a company's, or management's, strategic decision to fund
385-473: A function of their acquisition activity. Therefore, additional motives for merger and acquisition that may not add shareholder value include: The M&A process itself is a multifaceted which depends upon the type of merging companies. The M&A process results in the restructuring of a business's purpose, corporate governance and brand identity. An arm's length merger is a merger: ″The two elements are complementary and not substitutes. The first element
462-433: A larger and/or longer-established company and retain the name of the latter for the post-acquisition combined entity. This is known as a reverse takeover . Another type of acquisition is the reverse merger , a form of transaction that enables a private company to be publicly listed in a relatively short time frame. A reverse merger is a type of merger where a privately held company, typically one with promising prospects and
539-566: A legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. Most countries require mergers and acquisitions to comply with antitrust or competition law . In the United States , for example, the Clayton Act outlaws any merger or acquisition that may "substantially lessen competition" or "tend to create
616-426: A merger or acquisition transaction can range from political to tactical. Ego can drive choice just as well as rational factors such as brand value and costs involved with changing brands. Beyond the bigger issue of what to call the company after the transaction comes the ongoing detailed choices about what divisional, product and service brands to keep. The detailed decisions about the brand portfolio are covered under
693-436: A merger, a tender offer or a hostile takeover. As an aspect of strategic management , M&A can allow enterprises to grow or downsize , and change the nature of their business or competitive position. Technically, a merger is the legal consolidation of two business entities into one, whereas an acquisition occurs when one entity takes ownership of another entity's share capital , equity interests or assets . From
770-444: A need for financing, acquires a publicly listed shell company that has few assets and no significant business operations. The combined evidence suggests that the shareholders of acquired firms realize significant positive "abnormal returns," while shareholders of the acquiring company are most likely to experience a negative wealth effect. Most studies indicate that M&A transactions have a positive net effect, with investors in both
847-598: A result of the publication, protests were held at the State Capitol in Albany , and the New York State Legislature passed a law allowing gun owners in the state to opt out of having their identifying information be available to the public. This catalyzed other states across the country to pass similar privacy measures. Newsday reported that police were investigating if The Journal News pistol permit map played
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#1732868996255924-523: A role in a burglary in White Plains, New York. According to police, at least two burglars broke into a home on January 12, 2013 and unsuccessfully attempted to open a gun safe containing legally owned weapons. Police were investigating what role, if any, the Journal News database played in the burglars' decision to target the home. On January 19, 2013, the newspaper removed the interactive map, although
1001-403: A role similar to a police SWAT or Special Weapons and Tactics team, but are tailored to the prison setting. Though these vary greatly from jurisdiction to jurisdiction, they typically must pass a very physically and mentally demanding tactical academy or training course, often lasting a week or more. Special units must qualify regularly and at shorter intervals than regular line staff to remain in
1078-688: A series of suburban lifestyle magazines about the Lower Hudson Valley region. The first of these publications was InTown , which covered the Westchester market with hyper-local editions targeting different regions of the county: In late 2006, these numerous editions were all consolidated into one county-wide publication, InTown Westchester , which publishes 10 times a year. The Journal News also publishes five ultra-local community weekly Express newspapers serving Northern Westchester, Putnam, Yorktown/Cortlandt, Sound Shore, and White Plains as well as
1155-434: A situation where one company splits into two, generating a second company which may or may not become separately listed on a stock exchange. As per knowledge-based views, firms can generate greater values through the retention of knowledge-based resources which they generate and integrate. Extracting technological benefits during and after acquisition is an ever-challenging issue because of organizational differences. Based on
1232-550: A special committee of independent directors; and 2) conditioned on an affirmative vote of a majority of the minority stockholders, the business judgment standard of review should presumptively apply, and any plaintiff ought to have to plead particularized facts that, if true, support an inference that, despite the facially fair process, the merger was tainted because of fiduciary wrongdoing.″ A Strategic merger usually refers to long-term strategic holding of target (Acquired) firm. This type of M&A process aims at creating synergies in
1309-468: A total value of US$ 2,164.4 bil. Some of the largest mergers of equals took place during the dot-com bubble of the late 1990s and in the year 2000: AOL and Time Warner (US$ 164 bil.), SmithKline Beecham and Glaxo Wellcome (US$ 75 bil.), Citicorp and Travelers Group (US$ 72 bil.). More recent examples this type of combinations are DuPont and Dow Chemical (US$ 62 bil.) and Praxair and Linde (US$ 35 bil.). An analysis of 1,600 companies across industries revealed
1386-456: Is friendly or hostile . Achieving acquisition success has proven to be very difficult, while various studies have shown that 50% of acquisitions were unsuccessful. "Serial acquirers" appear to be more successful with M&A than companies who make acquisitions only occasionally (see Douma & Schreuder, 2013, chapter 13). The new forms of buy out created since the crisis are based on serial type acquisitions known as an ECO Buyout which
1463-474: Is a co-community ownership buy out and the new generation buy outs of the MIBO (Management Involved or Management & Institution Buy Out) and MEIBO (Management & Employee Involved Buy Out). Whether a purchase is perceived as being "friendly" or "hostile" depends significantly on how the proposed acquisition is communicated to and perceived by the target company's board of directors, employees, and shareholders. It
1540-426: Is a triangular merger, where the target company merges with a shell company wholly owned by the buyer, thus becoming a subsidiary of the buyer. In a "forward triangular merger ", the target company merges into the subsidiary, with the subsidiary as the surviving company of the merger; a "reverse triangular merger" is similar except that the subsidiary merges into the target company, with the target company surviving
1617-425: Is between two competitors in the same industry. A vertical merger occurs when two firms combine across the value chain, such as when a firm buys a former supplier (backward integration) or a former customer (forward integration). When there is no strategic relatedness between an acquiring firm and its target, this is called a conglomerate merger (Douma & Schreuder, 2013). The form of merger most often employed
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#17328689962551694-399: Is combined into another entity by operation of the corporate law statute(s) of the jurisdiction of the merging entities. In a transaction structured as a merger or an equity purchase, the buyer acquires all of the assets and liabilities of the acquired entity. In a transaction structured as an asset purchase, the buyer and seller agree on which assets and liabilities the buyer will acquire from
1771-425: Is complete, the parties may proceed to draw up a definitive agreement, known as a "merger agreement", "share purchase agreement," or "asset purchase agreement" depending on the structure of the transaction. Such contracts are typically 80 to 100 pages long and focus on five key types of terms: Following the closing of a deal, adjustments may be made to some of the provisions outlined in the purchase agreement, such as
1848-426: Is important because the directors have the capability to act as effective and active bargaining agents, which disaggregated stockholders do not. But, because bargaining agents are not always effective or faithful, the second element is critical, because it gives the minority stockholders the opportunity to reject their agents' work. Therefore, when a merger with a controlling stockholder was: 1) negotiated and approved by
1925-412: Is normal for M&A deal communications to take place in a so-called "confidentiality bubble," wherein the flow of information is restricted pursuant to confidentiality agreements. In the case of a friendly transaction, the companies cooperate in negotiations; in the case of a hostile deal, the board and/or management of the target is unwilling to be bought or the target's board has no prior knowledge of
2002-415: Is possible only when resources are exchanged and managed without affecting their independence. A corporate acquisition can be structured legally as either an "asset purchase" in which the seller sells business assets and liabilities to the buyer, an "equity purchase" in which the buyer purchases equity interests in a target company from one or more selling shareholders or a "merger" in which one legal entity
2079-460: Is provided by full-service investment banks- who often advise and handle the biggest deals in the world (called bulge bracket ) - and specialist M&A firms, who provide M&A only advisory, generally to mid-market, select industries and SBEs. Highly focused and specialized M&A advice investment banks are called boutique investment banks . The dominant rationale used to explain M&;A activity
2156-487: Is that acquiring firms seek improved financial performance or reduce risk. The following motives are considered to improve financial performance or reduce risk: Megadeals—deals of at least one $ 1 billion in size—tend to fall into four discrete categories: consolidation, capabilities extension, technology-driven market transformation, and going private. On average and across the most commonly studied variables, acquiring firms' financial performance does not positively change as
2233-476: Is used in Australia, Canada, Jamaica, and the U.S. In Australia , prison officers were known as turnkeys until the 19th century after which they were known as warders until the late 20th century. Additionally, a slang term used as an insult or form of group endearment during this period was 'screws'. Following this period they were known as prison officers and later correctional officers. "Detention officer"
2310-556: Is used in the U.S. and New Zealand. The term "correctional police officer" or "CPO" is used in New Jersey. Due to the law enforcement status and authority of New Jersey's officers, New Jersey's officers employed by the Department of Corrections are classified as "police officers". Brazil has a similar system to New Jersey, but the officers are known as "state penal police agent" or "federal penal police agent". "Correctional officer"
2387-428: Is used in the U.S., as is the term "penal officer". The official who is in charge of a specific prison is known by various titles, including: " prison warden " (US and Canada), "governor" (UK and Australia), "superintendent" (South Asia) or "director" (New Zealand), respectively "Direktor" or "Gefängnisdirektor" (Germany). Prison officers must maintain order and daily operations of the facility and are responsible for
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2464-658: Is usually done through on the spot corrections, a formal disciplinary process, or through the legal process in extreme circumstances. Correction officers must take full concern for the health and safety of the facility. Officers check for unsanitary conditions, fire hazards, and/or any evidence of tampering or damage to locks, bars, grilles, doors, and gates. Fire and severe weather drills may be common. Officers may screen all incoming and outgoing mail for select high risk offenders. All prison staff, regardless of position, volunteers, visitors, new court commit, and offenders returning from off ground, are searched prior to entry. This aids in
2541-521: The Hudson's Bay Company merged with the rival North West Company . The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets, such as the Standard Oil Company , which at its height controlled nearly 90% of
2618-572: The Review Press , a weekly newspaper covering Bronxville, Eastchester, and Tuckahoe. The Journal News' website, LoHud.com, features daily news updates, more than 40 blogs, as well as Varsity Insider , an online source for varsity sports, featuring rosters, schedules, and statistic for high school teams throughout the Lower Hudson Valley region. On March 7, 2010 The Journal News closed its press and outsourced printing. On August 7, 2013,
2695-581: The Rockland County Evening Journal and the Nyack Evening Journal , operated its own full composing room and printing press until fall 1996. The Rockland Journal-News had an independent staff of editors, writers, photographers, an artist, etc., from the time of the 1964 purchase by Gannett until the 1996-1998 consolidation period. In that, there was a fierce independence that led to exceptional reporting and photography on both sides of
2772-791: The Great Merger Movement were able to keep their dominance in their respective sectors through 1929, and in some cases today, due to growing technological advances of their products, patents , and brand recognition by their customers. There were also other companies that held the greatest market share in 1905 but at the same time did not have the competitive advantages of the companies like DuPont and General Electric . These companies such as International Paper and American Chicle saw their market share decrease significantly by 1929 as smaller competitors joined forces with each other and provided much more competition. The companies that merged were mass producers of homogeneous goods that could exploit
2849-509: The Great Merger Movement. Prison officer A prison officer ( PO ) or corrections officer ( CO ), also known as a correctional law enforcement officer or less formally as a prison guard , is a uniformed law enforcement official responsible for the custody, supervision, safety, and regulation of prisoners . They are responsible for the security of the facility and its property as well as other law enforcement functions. Most prison officers or corrections officers are employed by
2926-952: The Hudson River. Gannett acquired nine of the newspapers in 1964 from the Macy family and added The Star in Peekskill, New York in 1985. These newspapers previously appeared on newsstands in the evening. In 1989, Gannett created a morning edition for Putnam County, Westchester, and the Bronx called The Sunrise , but it folded after a year. Today, The Journal News appears in the morning like other New York dailies. Newspapers that merged in 1998 to create The Journal News : The Journal News successfully launched Putnam Magazine and Rockland Magazine in 2005, and Scarsdale Magazine (originally InTown Scarsdale ) in early 2006. In 2005, The Journal News expanded its Custom Publishing division and began publishing
3003-454: The US, these trips are most often local, but may be across the entire country. Correction officers may assist police officers on/off duty depending on their peace officer status and jurisdiction. Corrections officers' training will vary from jurisdiction to jurisdiction as well as facility to facility depending on the legislated power given, the nature of the facilities, or even the socioeconomics of
3080-450: The acquiring company's stock, issued to the shareholders of the acquired company at a given ratio proportional to the valuation of the latter. They receive stock in the company that is purchasing the smaller subsidiary. There are some elements to think about when choosing the form of payment. When submitting an offer, the acquiring firm should consider other potential bidders and think strategically. The form of payment might be decisive for
3157-512: The acquisition so the team can focus on projects for their new employer). In recent years, these types of acquisitions have become common in the technology industry, where major web companies such as Facebook , Twitter , and Yahoo! have frequently used talent acquisitions to add expertise in particular areas to their workforces. Merger of equals is often a combination of companies of a similar size. Since 1990, there have been more than 625 M&A transactions announced as mergers of equals with
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3234-511: The advertisement, stating that it "draws from the worst of millennia-old antisemitic tropes about Jews". In 2022, Mary Dolan, who oversaw five years of dwindling circulation and online readership after cutting the sports department to the bone and pushing soft stories rather than accountability journalism, was sacked as news director and replaced with former photo editor Carrie Yale as Gannett once again cut editorial staff. On December 22, 2012, The Journal News published an interactive map showing
3311-514: The assets and liabilities that pertain solely to the unit being sold, determining whether the unit relies on services from other parts of the seller's organization, transferring employees, moving permits and licenses, and safeguarding against potential competition from the seller in the same business sector after the transaction is completed. From an economic point of view, business combinations can also be classified as horizontal, vertical and conglomerate mergers (or acquisitions). A horizontal merger
3388-563: The assets or ownership equity of the acquired entity. A consolidation/amalgamation occurs when two companies combine to form a new enterprise altogether, and neither of the previous companies remains independently owned. Acquisitions are divided into "private" and "public" acquisitions, depending on whether the acquiree or merging company (also termed a target ) is or is not publicly listed. Some public companies rely on acquisitions as an important value creation strategy. An additional dimension or categorization consists of whether an acquisition
3465-446: The business either through debt, equity, or a portion of both. Five common ways to "triangulate" the enterprise value of a business are: Professionals who value businesses generally do not use just one method, but a combination. Valuations implied using these methodologies can prove different to a company's current trading valuation. For public companies, the market based enterprise value and equity value can be calculated by referring to
3542-482: The buyer and target companies seeing positive returns. This suggests that M&A creates economic value, likely by transferring assets to more efficient management teams who can better utilize them. (See Douma & Schreuder, 2013, chapter 13). There are also a variety of structures used in securing control over the assets of a company, which have different tax and regulatory implications: The terms " demerger ", " spin-off " and "spin-out" are sometimes used to indicate
3619-469: The buyer. Hence, the analysis should be done from the acquiring firm's point of view. Synergy-creating investments are started by the choice of the acquirer, and therefore they are not obligatory, making them essentially real options . To include this real options aspect into analysis of acquisition targets is one interesting issue that has been studied lately. See also contingent value rights . Mergers are generally differentiated from acquisitions partly by
3696-606: The care, custody, and control of inmates. A correction officer has a responsibility to control inmates who may be dangerous, and that society themselves do not wish to accommodate. An officer must always prevent disturbances, assaults, and escapes by supervising activities and work assignments of inmates. Officers have a responsibility to protect themselves, other officers, inmates, and the public from assault by other inmates. Correctional officers must also protect inmates from harming themselves or committing suicide. An officer must be alert and aware of any and all movement taking place inside
3773-462: The company's current account), liquidity ratios might decrease. On the other hand, in a pure stock for stock transaction (financed from the issuance of new shares), the company might show lower profitability ratios (e.g. ROA). However, economic dilution must prevail towards accounting dilution when making the choice. The form of payment and financing options are tightly linked. If the buyer pays cash, there are three main financing options: M&A advice
3850-469: The company's share price and components on its balance sheet. The valuation methods described above represent ways to determine value of a company independently from how the market currently, or historically, has determined value based on the price of its outstanding securities. Most often value is expressed in a Letter of Opinion of Value (LOV) when the business is being valued informally. Formal valuation reports generally get more detailed and expensive as
3927-420: The content analysis of seven interviews, the authors concluded the following components for their grounded model of acquisition: An increase in acquisitions in the global business environment requires enterprises to evaluate the key stake holders of acquisitions very carefully before implementation. It is imperative for the acquirer to understand this relationship and apply it to its advantage. Employee retention
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#17328689962554004-430: The control of the buyer modified. If the issuance of shares is necessary, shareholders of the acquiring company might prevent such capital increase at the general meeting of shareholders. The risk is removed with a cash transaction. Then, the balance sheet of the buyer will be modified and the decision maker should take into account the effects on the reported financial results. For example, in a pure cash deal (financed from
4081-405: The efficiencies of large volume production. In addition, many of these mergers were capital-intensive. Due to high fixed costs, when demand fell, these newly merged companies had an incentive to maintain output and reduce prices. However more often than not mergers were "quick mergers". These "quick mergers" involved mergers of companies with unrelated technology and different management. As a result,
4158-468: The efficiency gains associated with mergers were not present. The new and bigger company would actually face higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains, they were in fact done because that was the trend at the time. Companies which had specific fine products, like fine writing paper, earned their profits on high margin rather than volume and took no part in
4235-432: The facility. Prevention is one of the key components of an officer's duties. Officers can utilize prevention by routinely searching inmates and their living quarters for potential threats such as weapons, drugs, or other contraband. Officers should remain assertive and in most situations refuse to back down. An officer shall hold offenders who violate facility policy accountable for their actions when rules are violated. This
4312-473: The global oil refinery industry. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used were so-called trusts . In 1900 the value of firms acquired in mergers was 20% of GDP . In 1990 the value was only 3% and from 1998 to 2000 it was around 10–11% of GDP. Companies such as DuPont , U.S. Steel , and General Electric that merged during
4389-566: The government of the jurisdiction in which they operate, although some are employed by private companies that provide prison services to the government. Historically, terms such as " jailer " (also spelled " gaoler "), "guard" and "warder" have all been used. The term "prison officer" is used for the role in the UK and Ireland. It is the official English title in Denmark, Finland, Sweden and Poland. The term "corrections officer" or "correction officer"
4466-589: The information it contained was subsequently leaked on the Internet. Irving Brecher is now a sportswriter for The Yonkers Herald and Michael Gallagher is an investigative reporter. Magazines published by The Journal News : Merger Mergers and acquisitions ( M&A ) are business transactions in which the ownership of companies , business organizations , or their operating units are transferred to or consolidated with another company or business organization. This could happen through direct absorption,
4543-440: The long run by increased market share, broad customer base, and corporate strength of business. A strategic acquirer may also be willing to pay a premium offer to target firm in the outlook of the synergy value created after M&A process. The term "acqui-hire" is used to refer to acquisitions where the acquiring company seeks to obtain the target company's talent, rather than their products (which are often discontinued as part of
4620-440: The merger. Mergers, asset purchases and equity purchases are each taxed differently, and the most beneficial structure for tax purposes is highly situation-dependent. Under the U.S. Internal Revenue Code , a forward triangular merger is taxed as if the target company sold its assets to the shell company and then liquidated, them whereas a reverse triangular merger is taxed as if the target company's shareholders sold their stock in
4697-429: The most value from a business assessment, objectives should be clearly defined and the right resources should be chosen to conduct the assessment in the available timeframe. As synergy plays a large role in the valuation of acquisitions, it is paramount to get the value of synergies right; as briefly alluded to re DCF valuations. Synergies are different from the "sales price" valuation of the firm, as they will accrue to
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#17328689962554774-431: The names, addresses and home addresses of all pistol permit holders in Westchester and Rockland Counties. Both Westchester and Rockland residents and major, national news organizations sharply criticized the newspaper. Despite this, the newspaper's editor and vice president, CynDee Royle, said that they had sought to publish even more detailed information, to which the counties had denied The Journal News access, and that
4851-630: The newspaper laid off 26 staff members, including 17 journalists, and its editor, Caryn McBride. In February 2022, The Journal News ran an advertisement for an upcoming article on the East Ramapo Central School District , which Agudath Israel of America condemned as reproducing classic antisemitic tropes similar to those found in the Protocols of the Elders of Zion . The Anti-Defamation League 's New York / New Jersey branch also condemned
4928-715: The newspaper sued neighboring Putnam County for refusing to provide similar information. The following day, blogger Christopher Fountain published the names and addresses of the staff of The Journal News . The newspaper and some of its staff responded by hiring armed security guards, a move that critics called hypocritical considering the paper's anti-gun stance. Rockland County law enforcement officers condemned The Journal News ' map, saying that it endangered lives, including those of corrections officers . Several newspapers also published reports of victims of domestic violence , rape , or other violent crimes who reported that their attackers now had possession of their home addresses. As
5005-417: The offer. Hostile acquisitions can, and often do, ultimately become "friendly" as the acquirer secures endorsement of the transaction from the board of the acquiree company. This usually requires an improvement in the terms of the offer and/or through negotiation. "Acquisition" usually refers to a purchase of a smaller firm by a larger one. Sometimes, however, a smaller firm will acquire management control of
5082-446: The purchase price. These adjustments are subject to enforceability issues in certain situations. Alternatively, certain transactions use the 'locked box' approach, where the purchase price is fixed at signing and based on the seller's equity value at a pre-signing date and an interest charge. The assets of a business are pledged to two categories of stakeholders: equity owners and owners of the business' outstanding debt. The core value of
5159-453: The reduction of contraband being introduced into the facility. These routine searches often employ hand held or walk through metal detectors, and baggage x-ray machines. Under certain instances, a canine, pat/frisk, full strip, and vehicle (if parked on facility grounds) search may be conducted. Correction officers are responsible for transporting inmates to other facilities, medical appointments, court appearances, and other approved locations. In
5236-829: The region. Training may be provided by external agencies or at the facility with a peer-group or supervisor instructor. In North America, standard training usually includes: Many jurisdictions have also, in recent years, expanded basic training to include: Most institutions in the United States have a crisis resolution team of some sort, though these vary in name (i.e., Crisis Resolution Team or CRT, Special Response Team or SRT, Critical Incident Response Team or CIRT, Correctional Emergency Response Team or CERT, Crisis and Emergency Response Team also CERT, Correctional Emergency Unit or CEU, Special Security Team or SST, Disturbance Control Team or DCT, Special Operations And Response Team or SORT, and Tactical Support Unit or TSU). These teams take on
5313-446: The rewards for M&A activity were greater for consumer products companies than the average company. For the period 2000–2010, consumer products companies turned in an average annual TSR of 7.4%, while the average for all companies was 4.8%. Given that the cost of replacing an executive can run over 100% of his or her annual salary, any investment of time and energy in re-recruitment will likely pay for itself many times over if it helps
5390-448: The seller. Asset purchases are common in technology transactions in which the buyer is most interested in particular intellectual property but does not want to acquire liabilities or other contractual relationships. An asset purchase structure may also be used when the buyer wishes to buy a particular division or unit of a company that is not a separate legal entity. Divestitures present a variety of unique challenges, such as identifying
5467-442: The seller. With pure cash deals, there is no doubt on the real value of the bid (without considering an eventual earnout). The contingency of the share payment is indeed removed. Thus, a cash offer preempts competitors better than securities. Taxes are a second element to consider and should be evaluated with the counsel of competent tax and accounting advisers. Third, with a share deal the buyer's capital structure might be affected and
5544-414: The size of a company increases, but this is not always the case as the nature of the business and the industry it is operating in can influence the complexity of the valuation task. Objectively evaluating the historical and prospective performance of a business is a challenge faced by many. Generally, parties rely on independent third parties to conduct due diligence studies or business assessments. To yield
5621-490: The target company to the buyer. The documentation of an M&A transaction often begins with a letter of intent . The letter of intent generally does not bind the parties to commit to a transaction, but may bind the parties to confidentiality and exclusivity obligations so that the transaction can be considered through a due diligence process involving lawyers, accountants, tax advisors, and other professionals, as well as business people from both sides. After due diligence
5698-632: The topic brand architecture . Most histories of M&A begin in the late 19th century United States. However, mergers coincide historically with the existence of companies. In 1708, for example, the East India Company merged with an erstwhile competitor to restore its monopoly over the Indian trade. In 1784, the Italian Monte dei Paschi and Monte Pio banks were united as the Monti Reuniti. In 1821,
5775-547: The transaction and going down into detail about what to do about overlapping and competing product brands. Decisions about what brand equity to write off are not inconsequential. And, given the ability for the right brand choices to drive preference and earn a price premium, the future success of a merger or acquisition depends on making wise brand choices. Brand decision-makers essentially can choose from four different approaches to dealing with naming issues, each with specific pros and cons: The factors influencing brand decisions in
5852-406: The way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist: Payment by cash. Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder's shareholders. Payment in the form of
5929-601: Was actually the third-largest newspaper that Gannett merged to create the larger newspaper. The Reporter Dispatch from White Plains , New York, and the Herald Statesman in Yonkers were larger and served Westchester County. For years prior to the October 12, 1998, merger that created The Journal News , ten of the newspapers shared some content and printing presses, although the Rockland Journal-News , formerly The Journal-News ,
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