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The merger between Time Inc. and Warner Communications in 1990 was a significant event in the media and entertainment industry. It brought together two major companies to form Time Warner Inc., which became the largest media and entertainment conglomerate globally at that time.

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The merger between Time Inc. and Warner Communications was often referred to as a merger of equals.

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Prof. Wong

In 2000 Time Warner also had a merger with AOL, one of the largest in history at 182 billion dollars at the time. 325 billion in today's value.

Brandon Kyee

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Shareholders ended up losing 200 billion in value. Which also makes this one of the biggest failures in history.

Brandon Kyee

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Brandon,

3 years later, Time Warner announced that it was removing AOL from its name, and in 2009, the company spun-off AOL. I learned that a spin-off involves a pro-rata dividend distribution of all of a company's common stock held by the acquisition company to the acquisition company's stockholders.

Janine Jiang

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Janine,

AOL would later be acquired by Verizon in 2015 for $4.4B and eventually sold to PE firm Apollo in 2021 for $5B along with Yahoo.

Going back to Professor Wong's comments about a "merger of equals" between Time and Warner, I learned that this is an incredibly difficult task for the two businesses as they need to merge Boards, management, culture, and shareholder equity. Another significant example of a merger of equals is the merger between Citi and Travelers in 1998, creating Citibank as we know it today.

Jake Turbow

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Jake,

Earlier in 2024, Apollo was involved in another spin-off. Specifically it helped finalize a deal with UBS Group AG to spin-off Atlas SP. As part of the conditions, Apollo would purchase $8 billion of senior secured financing facilities from UBS.

Atlas SP was originally part of another bank called the Credit Suisse, a competitor of UBS. However, due to financial difficulties, the rival bank eventually collapsed and agreed to a merger with UBS. Notably, as learned this week, a merger typically results in the liquidation of the acquired company. Thus, it is interesting to see that UBS was able to salvage Atlas SP, as it originally was the rival bank's own Strategic Products Group.

Andrew Nguyen

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Professor Wong,

How to expand, how to become the No.1, how to be a winner and powerfully control the market, these issues will always hit the boss's mind.

No one will remember the 2nd big. Time and Warner, they focus on the different field but the same of them is they are all players in the Media market. And the top management will always think how to make their KPI beautiful and the bonus. Merge will always be the best method.

I am much more interesting in the equal position, how they nigoctiate whom to stay, and what the price is. Is it the fair value? Really? Think about the AOL case. I think the high enough price is merge motivation. Especially in the equal merger position.

And our job is to find out the PP&E maket value, the invertory fair value and the good will. But is this price high enough for the merged company? If not, how to deal with it? That is what I want to know.

YANG CHENG LIN

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Yang Cheng Lin,

You pointed out some important points about mergers, especially the complexity behind evaluating fair value, negotiating, and whether the price is high enough to justify the deal. I agree that beyond making the KPIs look good or securing bonuses, understanding the true fair value requires a lot of analysis

The AOL-Time Warner case is a great example of how even high-priced deals can go wrong. AOL was highly overvalued. But it seemed justifiable since back in 2000, the internet space had big growth potential. After the dot-com bubble burst, AOL's revenue collapsed, and the two companies struggled to integrate with each other due to cultural differences. AOL had a fast-paced and tech-driven culture while Time Warner had a more traditional and hierarchical corporate structure. This merger received high expectations but turned into a big failure, with an almost $100 billion goodwill write-down, which is a very big amount.

This case showed that even if the price seems high enough, achieving synergies and aligning management is important for a merger's long-term success. The outcome could've been different after the dot-com bubble burst.

What do you think are some effective strategies that companies can use post-merger so that there is successful integration? Especially if there are different corporate cultures?

Kind regards,

Young Ji (Annie) Chung

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Annie,

Excellent points you made! In regard to your question, I have come up with some possible answers: I think companies need to prioritize meshing the different cultures and communication styles of the two companies, with management paying attention to the success of the transition. They will likely need to come up with new processes and expectations to make this work for all employees. It is important all employees feel comfortable in order to achieve efficiency, as well as a good work environment.

In terms of additional research, I found an interesting book published in 2012 by Oxford University Press called "The Handbook of Mergers and Acquisitions." I found that this book could be really helpful, as it discusses how many of the findings in this field are not fully agreed upon or always used correctly in practice. The authors believe many different factors, specifically strategic, sociocultural, and financial, need to be better interconnected to fully understand the concepts and uses mergers.

I think this book would give me a more nuanced understanding on the topic of mergers and acquisitions and I would definitely be interested in reading it!

Katie Allen

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Katie,

I agree with your response to Annie in that culture integration is crucial when two companies are exploring a merger in order to make sure there is a smooth transition. Thank you for also sharing with us a resource regarding mergers and acquisitions that discuss multiple factors that all connect with each other in different scenarios.

One specific part of merger and acquisitions I would like to explore is when Facebook acquired Instagram for $1 billion back in 2012. In my opinion, Zuckerberg was brilliant to pay a hefty price for Instagram (double the price of its value at the time) but was also able to eliminate a key competitor in the social media landscape back in the day. If companies are capable and have the assets, conducting several M&A deals can help eliminate competitors and expand upon company product offerings.

Samuel Liu

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Samuel,

I like the example you brought with Facebook's acquirement of Instagram. Given Instagram is one of the largest platforms for Gen-Z, and Facebook's demographic is aging, it was an optimal move to dominate the media industry. Many companies struggle to adapt and innovate in upcoming market trends.

Referring to your comment on how companies involved in M&A can expand company product offerings and diminish competition, a recent M&A is buzzing in the Silicon Valley. Intel has not been doing well financially, they've incurred losses. As the previous forefront of innovation, they were not able to adapt AI, pushing them down compared to their competitors (i.e., Nvidia, AMD). Qualcomm, another chip giant wants to buy out the company or shift into M&A.

However, these push antitrust concerns. Both are very large companies with considerable market share and influence over the industry. I believe M&A can be beneficial, but the U.S. is tighter on restrictions to avoid monopolies.

Evelyn Tran

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Evelyn,

Thanks for bringing up the case of Qualcomm wanting to acquire Intel. If Qualcomm successfully acquires Intel, it could bring new competitive advantages by allowing it to enter the desktop CPU design space and even chip manufacturing, making it capable of competing directly with TSMC in the AI era, and giving it more influence in the broader computing market.

However, beyond the antitrust regulation, this potential merger could also rase geopolitical concerns. The semiconductor industry plays a critical role in the global supply chain, and with the current tensions surrounding semiconductor shortages and the race for technological supremacy, governments around the world would like to scrutinize the deal. There may be fears about its impact on global technology and supply chain, with potential national security concerns being raised to block or heavily regulate the acquisition.

Therefore, Qualcomm would not only need to navigate the legal and market challenges of such an acquisition but also carefully manage the potential geopolitical risks involved.

MingJu Wu

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Samuel,

I completely agree with your point about how strategic mergers can help eliminate competitors and strengthen a company's market position. Facebook's acquisition of Instagram is an excellent example of this, and it clearly paid off in the long run by securing Facebook's dominance in social media.

Another great example of a successful merger would be Disney's acquisition of Pixar in 2006. At the time, Disney was struggling with its animated films, while Pixar was excelling. By acquiring Pixar for $7.4 billion, Disney not only eliminated a competitor in the animation space but also gained access to Pixar's cutting-edge technology and creative talent.

Suu Aye

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Suu,

You bring in an great example of successful merger about Disney's acquisition of Pixar. Merging the cultures of two organizations can be difficult, but Disney and Pixar worked hard to preserve Pixar's unique, innovation-driven culture while integrating it into the broader Disney framework. As I researching a little more about this case, it is interesting to see how main people's effort can impact the acquisition. Steve Jobs, who was Pixar’s CEO, was a major advocate of keeping Pixar’s creative freedom intact. As part of the deal, he also became a Disney board member, ensuring Pixar retained some autonomy. This balance allowed Pixar to continue producing critically acclaimed movies while contributing to Disney's broader success.

In my opinion, acquisition was not just about eliminating competition; it was about creating long-term value through collaboration, technological innovation, and cultural integration.

Qiyuan Lin

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Professor Wong

The merger of equals (MOE) is a very interesting topic, especially the process involved. From the textbook, I learned that there are three legal forms of business combinations: statutory merger, statutory consolidation, and stock acquisition. However, the MOE seems to have some characteristics of all three legal forms, which can lead to conflict and disagreement. Given that the process of an MOE is complicated, why not simply go for statutory merger, statutory consolidation, or stock acquisition instead?

Vi C. Mao

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Vi C Mao,

MOE is a business transaction where two companies of "similar" size combine to form a new company. One must look at the difference between an acquisition and a merger. An acquisition has an an acquirer and an acquiree, can be friendly, and unfriendly. A MOE, is a merger between two companies of equal and or similar size. A prime example of a successful MOE is Linde AG and Praxair. This merger was one of the largest most successful deals costing about $80 billion.

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Jose Ivan Corral,

I find Linde AG and Praxair MOE quite interesting. I learned that this merger formed the world’s largest industrial gas company which extended its global reach and fulfilled cost synergies by joining technologies and allocation networks making them competitive. It was also difficult to obtain regulatory approval since they required divestments of certain parts of the business in North America and Europe for competition purposes.

As for mergers, MOEs orient themselves toward symmetrical partnerships, in which both parties provide equal contributions that allow for easier assimilation that is usually characterized by tussles over authority.

Hsu Lei Zaw

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Hsu Lei,

I find the fact that you mentioned the merger of Linde Ag and Praxair created the world's largest industrial gas company incredibly interesting. This sounds really similar to the merger between Exxon and Mobil. In a merger worth $81 billion in 1999, the company ExxonMobil was formed, the world's largest private oil company. Large well-established companies like Exxon and Mobil at the time, would still subject themselves to a merger for the sake of increasing market share as well as expanding the reach of the companies to increase efficiency. Interestingly, market share is also a reason why some companies may split or be unable to merge. Like the split between J.P. Morgan & Co. and Morgan Stanley, which was due to preventing the entity from taking up too much market share in the financial spheres of banking and securities.

Jansen Lee

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Jansen Lee

I find it interesting that you compared the Exxon and Mobil merger to the Linde AG and Praxair deal. ExxonMobil, Linde, and Praxair wanted to increase market share and efficiency by combining them together. What was interesting is that large merges are closely watched by the authorities, like in the ExxonMobil case where they didn't want ExxonMobil to become too dominant. Similar to what you said, the J.P Morgan & Co. split from Morgan Stanley was driven to prevent excessive market share in banking. This shows that mergers and splits both depend on maintaining competitive balance.

Ethan Nguyen

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Ethan Nguyen,

I found the comparison between the ExxonMobil and Linde AG-Praxair mergers intriguing, as both demonstrate how mergers can significantly alter industry dynamics while attracting regulatory scrutiny. These examples highlight how important it is to maintain a competitive balance in the marketplace.

I was particularly struck by the scale of the Linde AG and Praxair merger. The deal, valued at approximately $90 billion, created the world's largest industrial gas supplier. However, what stood out to me was how extensively regulatory bodies intervened to ensure competition was not compromised. Multiple regulators, including those in Europe, the U.S., and China, required divestitures in regions where the combined company would have too much market share. This emphasizes how global regulators collaborate to monitor and maintain competitive balance in international markets. It was also fascinating to see how similar this situation was to the ExxonMobil merger, where the FTC required asset divestitures for the deal to go through.

In relation to the previous post, I found it insightful how J.P. Morgan & Co.’s split from Morgan Stanley parallels these mergers. Both mergers and splits like these serve as mechanisms to prevent excessive market dominance. Like J.P. Morgan’s split, regulatory bodies often scrutinize mergers to avoid monopolies, ensuring healthy competition. This balance is critical in preserving not only competition but also preventing price hikes for consumers, as was noted in the ExxonMobil case.

Both mergers and splits share this regulatory-driven goal of maintaining competitive balance, showing how even large corporations are checked to avoid dominating too much of the market.

Charlie Gracia

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Charlie,

You mentioned the split between J.P. Morgan and Morgan Stanley. I did some research and found something interesting. The split has its roots in the Glass-Steagall Act of 1933, enacted in response to the financial crisis of the Great Depression.

Glass-Steagall Act aimed to separate commercial banking from investment banking to reduce the risk of financial speculation and protect depositors. As a result, J.P. Morgan & Co., involved in commercial and investment banking, had to split its operations. To comply with the new regulations, J.P Morgan &

Co retained its commercial banking operations, while its investment banking division was spun off to form Margan Stanley in 1935.

Xiaozhen Guo

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Charlie Garcia,

I've never heard of the Linde AG-Praxair merger. I found your breakdown interesting which made me want to find out more information for myself. The court case that the FTC brought against Linde AG-Praxair in 2019 highlighted how important a regulatory body is needed to maintain competitive balance and ensure that a conglomerate doesn't monopolized the entire market share as you mentioned in your post. The outcome of the case required Linde AG and Praxair, Inc to sell assets in 9 industrial product markets due to the alleged harm caused. The 9 product markets affected in the October 2018 complaint were bulk liquid oxygen, bulk liquid nitrogen, bulk liquid argon, bulk liquid carbon dioxide, bulk liquid hydrogen, bulk refined helium, on-site hydrogen, on-site carbon monoxide, and excimer laser gases. The merger would have eliminated direct competition in each of the 9 product markets allowing the merged firm to unilaterally raise prices in those markets. Without the FTC stepping in and requiring divestures the merger would have made collusion among the remaining firms more likely in those 9 markets.

Kimberly Randell

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Charlie Gracia,

I found your in-depth elaboration on how the Linde AG and Praxair merger created the world's largest industrial gas supplier. Yet, it also made the regulators alert, especially in Europe, the US, and China to scrutinize their market very captivating and on point. Your analysis showed that company mergers attract more scrutiny and checks by regulators to prevent merged companies from having too much power in the market.

In continuation to your post, this merger was done in some sense to overtake Air Liquide-Airgas, based in Paris, which is the leading company in the global industrial gases market by a huge margin. This lowered the chances of overtaking it independently significantly less by any of the two companies before the merger. In addition, it's crucial to note that before the merger, Linde and Praxair were very close rival companies in market share and size, from two countries (America, and Germany) that competed to supply a larger portion of the global industrial gases market. However, now that this is no longer the case, the companies can target other players on the market on diminished input pricing.

Farima Ghulam Sarwar

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Hi Charlie,

I hadn’t heard much about the Linde AG-Praxair merger before, but your breakdown got me interested in looking into it. It’s a perfect example of why regulatory bodies like the FTC are so important in preventing monopolies. From what I found, the FTC’s case in 2019 led to the companies having to sell off assets in 9 industrial product markets like liquid oxygen, nitrogen, and hydrogen. Without the divestitures, the merger could have raised prices and reduced competition in those markets, which is what the FTC was trying to avoid.

Another deal that comes to mind is JD Sports' acquisition of Shoe Palace. It didn’t lead to an FTC case, but it still highlights how mergers can give companies more control over specific markets. JD Sports significantly expanded its U.S. presence with that acquisition, and while it didn’t trigger regulatory action, it shows how these moves can reshape industries, just like with Linde AG and Praxair.

Both cases really drive home how important it is to keep an eye on mergers and acquisitions, especially when it comes to competition and pricing.

Omar Khan

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Hi Omar,

I didn't know much about the Linde AG-Praxair merger either and I didn't know about the FTC's case on the merger and how it forced the company to sell off its assets to reduce prices from increasing. This reminds me of antitrust and anticompetition lawsuits the FTC deals with.

I know recently, Google got into trouble with the FTC for antitrust matters because of how Google created an illegal monopoly to become the main search engine of the world. By investing billions of dollars, and absorbing companies who could have been competition for them, they pushed them out of the space. It also paid billions of dollars to keep their search engine to be the default one smartphones around the world.

This shows how important the FTC is on calling out anti-competitive measures and to make not only prices, but options available to all consumers.

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Hi Farima,

Thank you for your sharing! It’s interesting to learn how Linde AG and Praxair were rivals before their merger. This made me curious about the story behind the merger. Clearly, the decision makers of both companies recognized that merging would align with their long-term strategic goals and satisfy shareholder expectations.

I’m also interested in the broader economic effects of this merger. I wonder if this merger resulted in more employment opportunities, or if there were any significant job cuts due to operational consolidation. Regarding to this question, The Linde AG-Praxair merger had mixed effects on employment. On one hand, the companies aimed to achieve significant cost savings, with a target of $1 billion in synergies, which typically includes cutting redundant operations and streamlining processes. As a result, some job cuts were expected, particularly in areas of overlap between the two companies. However, there were also job protections put in place, especially in Germany, where Linde agreed to no forced layoffs until the end of 2021. This was part of the labor union negotiations to protect employees​

I’m curious if this approach extended to other regions or industries. Did the merger create significant employment opportunities or job cuts elsewhere?

Jake Wu

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Suu,

You mention a terrific example of a successful merger between Disney and Pixar. Fun fact, The Walt Disney Company has had many more successful mergers throughout its history. A few examples are when Disney acquired Capital Cities/ABC Inc. for $19 billion in 1996, the Jim Henson Company for $75 million, and Marvel Entertainment for $4.4 billion in 2009. However, the most notable companies that they aquired are Lucas Film for $4.05 billion in 2012, 21st Century Fox for $71.3 billion in 2019, and the most recent one Hulu for $8.6 billion in 2023.

What is more interesting is the acquisition of Hulu was almost 5 years in the making. Disney gained a majority share of Hulu in 2019 when it acquired 21st Century Fox. As a result, it left 33% ownership of Hulu to Comcast. However, they reached a deal in which Comcast was a silent partner and Disney took control of Hulu. It wasn't until late 2023 when Disney finally bought out Comcast of its shares and fully acquired the company.

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Hello Ruby,

To expand on the acquisition of Hulu, the process started with Disney's 2019 purchase of 21st Century Fox, which granted Disney a controlling stake of 67% in Hulu, with the remaining 33% owned by Comcast through NBCUniversal. At the time, both companies agreed that Comcast would retain its minority stake but Disney would have full operational control. Over the next few years, speculation around Disney's full acquisition of Hulu intensified, especially as streaming competition heated up with platforms like Disney+, Netflix, and others. By late 2023, Disney and Comcast finalized a deal in which Disney bought out Comcast's remaining stake for $8.6 billion, giving Disney full ownership of Hulu. This acquisition allows Disney to consolidate its streaming strategy, merging Hulu's general entertainment content with Disney+'s family-friendly and franchise-heavy offerings.

Disney's history of successful mergers extends well beyond Hulu. One of the most significant in modern entertainment was the acquisition of Pixar in 2006 for $7.4 billion, revitalizing Disney's animated film division. Pixar’s success led to Disney pursuing further strategic acquisitions, including Marvel Entertainment in 2009 for $4.4 billion and Lucasfilm in 2012 for $4.05 billion, both of which have since generated substantial revenue through blockbuster film franchises and expanded intellectual property, strengthening Disney’s dominance in the entertainment industry.

Bradley

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Hi Bradley,

It's amazing how Disney made many successful merges and expanded its company in the industry. I also found out that Comcast also got paid at least $8.61 billion for the remaining at Hulu. Comcast did propose to merge with Disney but then withdrew from the proposition. Comcast and Disney are two massive titans in entertainment and streaming services. Do you know that Comcast is Xfinity's parent company?

In 2009, Comcast acquired 51% controlling stake of NBC Universal. And then in 2010, Comcast created Xfinity to avoid customers' confusion as it expanded its services.

Hieu

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Omar Khan,

Thank you for your researches in 2009 of The Federal Trade Commission cases. I found the company that I am working for was on that list too. Kellogg company where I was working, did make some majors split and merge in 2023 and 2024 too. In 2023, Kellogg split into two independent companies which are Kellanova and WK Kellogg. This spin-off divided the company into two separate businesses; and the shareowners continued owning stocks of both companies. However, each company has its own management and business strategies. In 2024, Mars acquired Kellanova for $35.9 Billion in cash which is considered the biggest deal of this year. Kellanova currently has union workers; however, it seems like there will be big changes when Mars completes the merge in 2025. Do you know that in 2024, Campell Soup acquired Sovos Brands for @2.33 Billion?

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Hieu Van,

Kelloggs being Merged with Mars Company is not helpful to consumers because there are less consumer choices. The current Federal Trade Commissioner, Lina Khan prevented several tech mergers because of unfair pricing.

A new concept I found with Merges is that unionized labor does not carry through the acquisition which is very undemocratic because essentially it shows the First Amendment, can be contracted out! Our 7th amendment, the right to jury trial got contracted out because of the 1925 Federal Arbitration where essentially there’s now an alternative justice system, very undemocratic!