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CHAPTER ONE

INTRODUCTION

1.1   BACKGROUND TO THE STUDY

Mergers and acquisition is the most favoured or best financial means all over the world of saving companies from serious financial distress. Mergers would give such companies another hope to start all over again under a new management system or structure which must be very organized and has the financial resources to commence and continue the company. However, when we say merger, it implies the combination, joining or the fusion of two or more formerly independent companies into one organization or company with a common ownership and management without the coming together of these companies a merger cannot exist. That is, it is the liquidation of one company that leads to the coming together of these companies known as merging. In paragraph 3 of the International Accounting Standard No. 22 (1 As 22) Acquisition is not a uniting of interest.

In a most coherent form, an acquisition arise when a company purchases the business and understanding of another and the acquired business retains their legal existence and continue their business with the acquirer company assuming the status of a holding company to the acquired company. However, both definition seen the same but the distinguishing factor is that whereas there is a fusion in a merger, in an acquisition, both the acquired and the acquirer companies continue in existence. A good example of merger is the Platinum & Habib Bank which came together to form Bank PHB. Also, an example of acquisition is the Access Bank which acquired former intercontinental which is now Access Bank Plc.

What is currently happening in Nigeria today cause for pooling of resources together and a more efficient utilization to ensure economic rationalization, survival and growth which most bank in Nigeria are into presently? The most valuable and effective ways of bringing together the synergies in similar organization is through merger and acquisition and this is done to avoid the incidence of liquidation and bankruptcy in companies and also to reduce unemployment.

Thus, with these means, the companies have access to growth which might be difficult to attain with the own internal resources if they stand on their own on the list, employee in the company continuous stay with the company is guaranteed. Moreover, the major objectives of most companies which is growth and profit maximization is achieved because now there is collective ideas and reduced competition. Moreso, mergers and acquisition may be the only way to achieve optimal growth.

Many firms collapse during the structural adjustment days and those that survived did so because of their ability to meet the set goals and standards and also were able to reduce production cost, it became necessary for companies to pool their resource together in order to survive and grow. Finally, for companies to meet up with the new form of advances technology, they should encourage merging with one another or acquire one another so as to extend their aims of firms in other countries that can produce adequate and qualitative goods and services to meet local demand and export purposes.

1.2   STATEMENT OF THE PROBLEM

Every acclaimed business survival strategy is faced with one problem or the other, some of the problems associated with this study include:

(i)  Inability of the concerned companies to engage qualified and experience consultants to manage the business. Most of the companies who want to engage in mergers and acquisition are face with these problems because. There are not trained or qualified and experienced consultants that will direct them on how to carry out this business. Finance is another major problem, because most of these few qualified consultants are highly demanding.

(ii) Constraint or existence of good will of which the valuation poses a concern. Every organization that wants to acquire another or that want to be acquired concentrate on the good will that is, there must be existence of good will.

(iii) Selection of appropriate model/methods in relation to cost. This poses a lot of concern to the firms in areas of cost determination, cost allocation, future cash inflows and so on. Many companies or organization (Bank) select or rather choose model/method that is relatively cheap or loss costly and most of these methods/models are not up to the standards of the banks.

(iv) Financing problem may sometimes be a limitation of the ability of the concerned firms to adopt mergers and acquisition effectively.

Even when the concerned forms have the technical capacity at their disposal, they might not have the adequate financial resources to product the expertise .

(v) Government policy: In a capitalist system the major function of the government is to regulate production and other commercial activities. The government embarked on policies that could not keep pace with financial innovation such as the increasing importance of the shadow banking  system.

1.3   OBJECTIVE OF THE STUDY

The study is aimed at highlighting the importance of mergers and acquisition in the survival and growth of Nigeria companies. Therefore, to achieve this,  the research will:

i. State the benefits of mergers and acquisition in Nigerian economic development.

ii. Investigate into the business in which mergers and acquisition can be useful in Nigeria.

iii. Explore into reasons why Nigerian indigenous companies are not involved in mergers and acquisition and other related business combinations.

iv. Find ways of making mergers and acquisition known to most Nigerian companies as a good system of business strategy towards the improvement of their objectivity.

1.4   SIGNIFICANCE OF THE STUDY

i.  The study intends to provide a mean of survival growth for present and future companies in Nigeria through the creation of awareness of the research topic by seminars, workshop and symposium and to review  business suitable to undertake such an arrangement.

Ii The knowledge of mergers and acquisition and other business  combination in the business community as a way out of financial distress will enhance the nation economical development and in terms of economic down turn and recommendation made will be of immense importance to the company and other similar companies.

iii  It will highlight or identify some of the problem inherent not in mergers and acquisition as a survival strategy with reference to some bank in Nigeria.

iv. It will help to determine the causes of these problems, provide adequate recommendations that will be given as antinodes to those identified problems.

1.5   RESEARCH QUESTIONS

This study will stimulate numerous questions in order to obtain needed information for the formation of hypothesis and to establish the scope of this research work, the questions include.

i. Are there benefits in the issue of forms merging or one organization acquiring another organization?

ii. Does the issue of mergers and acquisition lead to redundancy and the creation of monopolistic powers in the Nigerian Economy?

iii. Since the introduction of mergers and acquisition in the banking industry, has it been effective and efficient?

iv. How many banks are involved in this mergers and acquisition?

v. Has the introduction (mergers and acquisition in the banking industry) reduced or increase the interest rate maximize share price, profitability: (Stream of earnings) dividend, cost of equity (Ke) and so on?

1.6   STATEMENT OF HYPOTHESIS

Hypothesis I

Ho: Mergers and acquisition do not have significant impact on the capital structure of bank in Nigeria.

Hi: Mergers and acquisition have significant impact on the capital structure of banks in Nigeria.

Hypothesis II

Ho: Mergers and acquisition do not lead to stability in banks (mergers and acquisitions may not support the growth and survival of Nigerian banks in the long-run).

Hi. Mergers and acquisition lead to stability in banks (mergers and acquisition may support the growth and survival of Nigeria banks in the long-run).

Hypothesis III

Ho: Mergers and acquisition do not improve profitability in bank

Hi:  Mergers and acquisition improve profitability in banks.

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