PENGERTIAN MERGER, KONSOLIDASI, DAN AKUISISI. Banyak yang salah kaprah

Summary

In this video, Muhammad Hafid from Semarang State University explains the concept of business combinations, focusing on mergers, consolidations, and acquisitions. The video outlines key definitions and differences between these terms, providing an in-depth look at why companies pursue mergers, such as financial distress, improved structure, and market leadership. Hafid also discusses various types of mergers—horizontal, vertical, and conglomerate—along with the process of each, clarifying their legal and economic impacts. The video further explores the shift in terminology and provides real-world examples of these business strategies.

Takeaways

• 😀 Business combinations, including mergers, consolidations, and acquisitions, are key concepts in advanced financial accounting.
• 😀 A business merger refers to the joining of two or more companies into one economic entity, although they may still remain legally separate.
• 😀 Companies often engage in mergers to improve financial conditions, strengthen financial structures, reduce competition, or become market leaders.
• 😀 There are three main types of business mergers: horizontal mergers (same industry), vertical mergers (supply chain integration), and conglomerate mergers (unrelated industries).
• 😀 In a merger, one company may retain its identity while the other is dissolved, such as in the example of Bank Permata merging with other banks.
• 😀 Consolidation involves the creation of a new company, where all merging companies are dissolved to form a new entity.
• 😀 The primary distinction between a merger and consolidation is that a merger may allow one company to maintain its identity, while consolidation results in the dissolution of all companies involved.
• 😀 An acquisition occurs when one company purchases a majority of another company's shares, maintaining its operations as a separate legal entity.
• 😀 The acquired company in an acquisition remains operational but is controlled by the acquiring company, as seen with the relationship between PT Bank Mandiri and PT Bank Syariah Mandiri.
• 😀 The term 'parent company' refers to the acquirer in an acquisition, while the 'subsidiary' is the company being acquired, indicating a hierarchical corporate relationship.

Q & A

What is the main purpose of business combinations?

The main purpose of business combinations is to strengthen a company's position in the market, reduce competition, improve financial structure, and ensure more efficient operations. It can also help companies facing financial distress by joining forces with others.

What is the definition of a business merger?

A business merger is the joining of two or more companies into a single economic entity, where one company may control the assets and operations of the other companies. The merging companies may dissolve, continue as separate legal entities, or physically unite, depending on the type of merger chosen.

Why might companies engage in business mergers?

Companies may engage in mergers to overcome financial difficulties, create a stronger financial structure, reduce competition, become market leaders, or improve operational efficiency by securing guarantees from suppliers and customers.

What are the different types of business mergers based on their form?

There are three main types of business mergers: horizontal mergers (between similar companies in the same industry), vertical mergers (where one company’s product becomes the input for another), and conglomerate mergers (between companies in unrelated industries).

What is the difference between a merger and a consolidation?

In a merger, one company absorbs others and retains its identity while the other companies dissolve. In a consolidation, all merging companies are dissolved, and a new entity is created, taking over the assets and liabilities of the previous companies.

Can you provide an example of a merger?

An example of a merger is the consolidation of several banks into one, such as the merger of Bank Permata, Artamedia Universal Patriot Banks, and Prima Express Bank to form one company under the name Bank Permata.

What is an acquisition in business terms?

An acquisition occurs when one company buys shares of another company and gains control over it, but the acquired company continues to operate independently as a separate legal entity. The acquiring company becomes the parent company, while the acquired company is the subsidiary.

What is the role of a parent company in an acquisition?

A parent company, in an acquisition, holds a majority of the shares in another company (the subsidiary), which gives it control over the subsidiary's operations and strategic decisions. For instance, PT Bank Mandiri is the parent company of PT Bank Syariah Mandiri.

What are the differences between the terms 'merger', 'amalgamation', and 'takeover'?

Merger refers to the joining of two or more companies to form one entity. Amalgamation is a form of merger where two companies combine to form a new entity. A takeover refers to one company acquiring another by purchasing its shares, with the acquired company continuing to operate independently.

What are the main reasons for companies to engage in vertical mergers?

Vertical mergers are often pursued to ensure more efficient operations by controlling the supply chain. By merging with companies that provide raw materials or are involved in different stages of production, companies can reduce risks, secure supply guarantees, and avoid dependence on external suppliers.