the existence of synergy is that the target firm controls a specialized resource that
becomes more valuable when combined with the bidding firm's resources. The
specialized resource will vary depending upon the merger. Horizontal mergers occur
when two firms in the same line of business merge. In that case, the synergy must come
from some form of economies of scale, which reduce costs, or from increased market
power, which increases profit margins and sales. Vertical integration occurs when a firm
acquires a supplier of inputs into its production process or a distributor or retailer for the
product it produces. The primary source of synergy in this case comes from more
complete control of the chain of production. This benefit has to be weighed against the
loss of efficiency from having a captive supplier, who does not have any incentive to
keep costs low and compete with other suppliers.
When a firm with strengths in one functional area acquires another firm with
strengths in a different functional area (functional integration), synergy may be gained by
exploiting the strengths in these areas. Thus, when a firm with a good distribution
network acquires a firm with a promising product line, value is gained by combining
these two strengths. The argument is that both firms will be better off after the merger.
Most reasonable observers agree that there is a potential for operating synergy, in
one form or the other, in many takeovers. Some disagreement exists, however, over
whether synergy can be valued and, if so, how much that value should be. One school of
thought argues that synergy is too nebulous to be valued and that any systematic attempt
to do so requires so many assumptions that it is pointless. While this philosophy is
debatable, it implies that a firm should not be willing to pay large premiums for synergy
if it cannot attach a value to it.
While it is true that valuing synergy requires assumptions about future cash flows
and growth, the lack of precision in the process does not mean that an unbiased estimate
of value cannot be made. Thus we maintain that synergy can be valued by answering two
fundamental questions:
(1) What form is the synergy expected to take? Will it reduce costs as a percentage of
sales and increase profit margins (e.g., when there are economies of scale)? Will it
increase future growth (e.g., when there is increased market power)?