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Mergers & Acquisitions

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Table of Contents
Introduction................................................................................................................................1

Task: Case study Evaluation......................................................................................................1

Overview of case....................................................................................................................1

Synergies from the merger of Automobile Association and Saga in 2007.............................2

Comparison of return.............................................................................................................5

Conclusion..................................................................................................................................9

References................................................................................................................................10

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INTRODUCTION
Mergers and acquisitions have emerged as highly successful strategies for many of
big corporate houses in recent past. However, there are some business houses that have faced
negative consequence of mergers and acquisitions. It is therefore necessary to conduct an in-
depth evolution of merger deal so as to undergo appropriate decision making process
(Cartwright and Cooper, 2014). The report proposed herewith helps in developing deep
understanding of mergers and acquisition strategies of the organization.

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It emphasizes on evaluating the case for acquisition of Automobile Association. The report
provides deep understanding of synergy created as a result of series of acquisition. It also
throws light on comparison of return generated by private equity houses and FTSE 100 index.
The case of acquisition for Automobile Association is evaluated deeply with various
perspectives through the report. It is through analysis of case that in-depth evaluation of
mergers and acquisition strategies can be conducted.

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TASK: CASE STUDY EVALUATION
Overview of case
Automobile Association is a British Motoring association that was founded in 1905.
In order to become a private limited company the organization was demutualized in 1999. It
is during the period of demutualization that the business unit was acquired by Centrica, the
gas supply company. The deal for takeover of Automobile Association by Centrica happened
at 1 billion. The Centrica had made investments in acquisition of Automobile Association
so as to expand business operations. However, outcomes turned up wrong after the takeover
due to lack of interest on part of Centrica and its shareholders. It was in 2004 when
Centricas chairman Roy Gardner decided to sell the company to two private equity firms.
The business unit was then sold to private equity firms: CVC and Permira. The private equity
firms adopted strategy to cut-off jobs, reducing cost and re-engineering process. However,
strategies do not help in improving the organizations performance. The situations worsened
when the business operations were handed to private equity firms. Thereafter, the Automobile
Association announced its merger with Saga in 2007. The news of merger itself brought a
sense of relief to shareholders.
Saga is an organization that offers holidays, magazines and financial services to its
clients. The merger of Saga and American Association leads to formation of Acromas in 2007
(Acromas Holdings Ltd., 2015). The ownership at Acromas was divided in following manner:
35% ownership was in hands of Charterhouse, 20.2% by staff, 19.9% each by Permira and
CVC and 5% of stake is in hands of different private investors. Saga was known for its
efficient operations and performance at the time of merger (Saga, 2015). The company had
achieved significant growth in short span of time. On one hand Saga was enjoying good
reputation and on other Automobile Association was facing a tough time at the time of
merger. Nevertheless, merger proved to be highly beneficial for all the stakeholders due to
creation of synergy. The merger deal of 6.2 billion was signed between the two companies
with additional investment from private equity firms and other investors (Bowers and
Griffiths, 2007). The merger happened in surveillance of CVC, one of the private equity
firms who acquired operations at Automobile Association. It is through the merger of Saga
and Automobile Association that strengths of the two organizations were combined together.
Acromas Holding ltd that was developed through merger of Saga and Automobile
Association has achieved significant growth in short span of time. The merged business
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works as a parent company for both Automobile Association and Saga. The organization has
gained high repute in country of United Kingdom. Saga planned to announce Initial Public
Offering in late April 2014. It is seen that the merger of Automobile Association proved to be
highly successful in nature. It provides a way to recovery for AA and to growth for Saga.
Moreover, prior acquisitions of Automobile Association proved to be failure. It can be
therefore said that the merger and acquisition deal needs to be deeply evaluated beforehand
so as take right decision.

Synergies from the merger of Automobile Association and Saga in 2007


The case for merger of Automobile Association and Saga indicates the manner in
which combination of two organizations helped in improving overall business performance. It
is seen that merger deal of AA and Saga proved to be highly successful in nature. According
to Weber (2013), combination of two firms creates a synergy. The term synergy suggests that
value created by amalgamation of two businesses is always higher than their respective
individual operations. As per Cartwright and Cooper (2012), merger not only leads to
combination of two businesses but also results in combining expertise of each of them.
Many-a-times, merger provides a healthy recovery to some of the business houses. Synergy
created not only help in improving business operations but also generates financial benefits
for the new venture. Clark, (2011) claimed that merger leads to benefit the newly established
venture in the form of increasing revenue and reducing costs. Synergy that is created through
combination of two firms takes form of operational excellence and cost efficiencies. The
amalgamated firm is said to receive benefits due to following reasons:
Economies of scale: The amalgamation of two organization results in reducing cost of
production/operations due to economies of scale. The newly established venture carries large
scale production that in turn results in reducing cost of operations. It can be therefore said
that amalgamation benefits new venture of economies of scale.
Staff cutting: It is seen that the most of amalgamated organizations adopts strategy to
lay off staff members. The reduction in staff members is considered to be the strategy adopted
for reducing costs (Goyal and Joshi, 2012). It can be said that staff cutting helps in reducing
cost and improving efficiencies on part of the organization.
Acquisition of new technology: The venture that is established as a result of
amalgamation acquires novel technology. It is essential for the organizations in present

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scenario to implement the latest technology. The amalgamation of two firms benefit newly
established venture to adopt the best technology for improving business operations.
Increasing customer base: Every business unit caters to the demand of specific group
of consumers. It is through amalgamation that the organization is able to reach large number
of customers (Bose, 2014). It can be said that the customer base of two firms combine
together in case of merger.
It is seen that synergy for business established as a result of amalgamation and merger
is created in different ways. The merger provides an opportunity to improve business
performance by combining expertise of two business houses. The synergy was also created in
case of merger of Automobile Association and Saga. It is through merger with Saga that
Automobile Association was able to get recover and improve its performance. Saga is a
prominent player in service industry within United Kingdom. The company provides range of
financial services, holidays, cruises and so on to its target group of consumers. The
organization mainly targets people above 50 years of age. The unique range of business
services and customized services helps the organization to satisfy demand of large number of
customers. Automobile Association on other hand was operating as a leading motoring
organization. The business unit provides services such as motor/home insurance, roadside
recovery and so on. The organization had granted membership to around 15 million people.
The merged business that was established as Acromas has achieved huge success in short
span of time. Acromas is able to serve demand for existing customers of Saga and
Automobile Association. It is seen that the combined database of two organizations provided
an opportunity to serve needs for around 24-million customers. All members of Automobile
Association who were above 50 years of age were targeted by Saga. As a part of Acromas,
Saga offered variety of its products and services to Automobile Associations customers aged
50 or more. On other hand, AA was able to deliver its services such as roadside recovery and
insurance to customers of Saga. It was estimated that approximately 40 % of 15 million
members of AA were aged above 50. This in turn provided an opportunity to Saga for adding
to its increasing customer base. It can be said that synergy was mainly created in form of
combination of customer base for the two companies.
The newly established venture provided some stake of ownership to its employees.
This in turn results in increasing their level of participation so as to improve business
performance. The deal was created in a manner that 20.2% of ownership was granted to staff
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members. This in turn resulted in increasing level of satisfaction on part of employees by
imbibing them sense of belongingness among them (Weber, Tarba and Rozen Bachar, 2012).
It can be said that Acromas was highly benefited by efforts of employees. Moreover, through
amalgamation of expertise of employees of two businesses combined together. Henceforth, it
can be said that the amalgamation has benefits in the form of increasing efficiency and
participation on part of organizations employees.

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Automobile Association was facing a saviour financial crunch during the period and
was regarded as a sleeping giant. The business unit needed a fresh start to support its
operations in long run. It was the merger with Saga that the business operations are supported
for long. AA was looking forward an opportunity to expand its operations across financial
services sector. It was estimated that insurance services were availed by only 1 million
members out of total membership of 15 million people. The Sagas competencies of direct
marketing, systems expertise and underwriting business had proved to highly beneficial to
support the expansion plan. It indicates that on one hand Automobile Association was
benefited by Sagas competencies for expanding operations. On other hand, Saga was able to
offer its services to existing client of AA.
The combined operations also helped Acromas to improve efficiency and achieve
operational excellence. Saga possessed highly sophisticated IT system that supported entire
operations for Acromas. The technology was considered as efficient in handling operations of
both business groups. The sophisticated IT system provided by Saga proved to be a big
opportunity for AA to support its expanded operations of financial services. The organization
would have required investment of significant money and time for the purpose of

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implementing similar kind of Information Technology system. Henceforth, the merged
organization was highly benefitted by efficient technology.
According to Maksimovic, Phillips and Yang (2013), the businesses adopt strategy of
merger and acquisition for the purpose of lowering costs of operations and increasing
business revenue. It is seen that the merger of Saga and Automobile Association provided an
opportunity to increase sells and acquire goods at lower costs. The bargaining buyer of two
companies helped in acquiring goods at the lowest cost possible. Moreover, access to
customers of both the organizations benefits business to satisfy demand of large number of
customers.
The merger of Saga and Automobile Association created a synergy in form of huge
number of customers, acquisition of products at the lower costs, technological development,
motivated employees and operational excellence. It is due to synergy created with
amalgamation of two firms that significant value is gained by Acromas. The merger proved to
be highly valuable for both Automobile Association and Saga. The merger was considered as
need of an hour for the Automobile Association. Nevertheless, it also proved to be highly
beneficial for Saga. The merger leads to formation of profitable venture and also resulted in
generating sufficient level of return for all stakeholders. It can be said that the amalgamation
of two organizations have created synergy for developed of successful venture.

Comparison of return
Private equity houses emphasize on making direct investment in private limited
companies. They majorly constitute of institutional investors who tends to invest sufficient
sum of money in equity capital of private companies or buyouts for public organizations
(Harris, Jenkinson and Kaplan, 2014). The investment made on part of private equity houses
provides them a respective amount of equity share in the business unit. In case of formation
of Acromas the ownership was divided into various groups. It was divided in following
manner: 35% ownership was in hands of Charterhouse, 20.2% by staff, 19.9% each by
Permira and CVC and 5% of stake is in hands of different private investors. The majority of
ownership lies in hand of three of private equity houses: Charterhouse, Permira and CVC.
The private equity houses make an investment with a view of generate sufficient level of
return. However, they have access to wide range of investment opportunities as investors. The
institutional investors can generate return through investment in indices and stocks. The

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direct purchase of equity provides an opportunity to enjoy adequate ownership stake within
business unit (Rodrigues and Child, 2010). They tend to assume high level of risk in order to
generate high returns. The approximate level of return generated by private equity houses are
compared to return generated by FTSE 100 index during the same period.
As indicated from financial information extracted for FTSE 100 the indices generate
return of approximate 6.1% on annual basis (World indices, 2015). The annual return is
estimated for year ending in 2015. The return generated by investment in FTSE 100 if
investment would have been made in 2004 and 2007 are estimated underneath (FTSE 100
indices, 2015).
Level of FTSE 100 index as on January 2004=4390.70
Level of FTSE 100 index as on December 2007=6456.90
Level of FTSE 100 index as on December 2008=4434.20
Level of FTSE 100 index as on December 2014=6566.10
Level of FTSE 100 index as on March 2015=7019.70

Return generated on FTSE 100 in 2007 if investment would have been made into 2004
CVC and Permira have made first level of investment in purchasing operations of
Automobile Association in 2004. Further, merger with Saga happened in year 2007.
Therefore, the return generated on FTSE 100 during same period is estimated below.
6456.904390.70
Return on FTSE1002007 ( investment 2004 )= 100
4390.70
Return on FTSE1002007 ( investment 2004 )=47.06

Return generated on FTSE 100 in 2014 if investment would have been made into 2004
6566.104390.70
Return on FTSE1002014 ( investment 2004 )= 100
4390.70
Return on FTSE1002014 ( investment 2004 )=49.55

Return generated on FTSE 100 till date (March 2015) if investment would have been
made into 2004
7019.704390.70
Return on FTSE100 till March 2015 ( investment 2004 )= 100
4390.70
Return on FTSE100 till MArch2015 (investment 2004)=59.88

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Return generated on FTSE 100 in 2014 if investment would have been made into 2007
6566.106456.90
Return on FTSE1002014 ( investment 2007 )= 100
6456.90
Return on FTSE1002014 ( investment 2007 )=1.69

Return generated on FTSE 100 till date (March 2015) if investment would have been
made into 2007
7019.706456.90
Return on FTSE100 till March 2015 ( investment 2007 )= 100
6456.90
Return on FTSE100 till MArch2015 (investment 2007)=8.71
The above calculations show return generated on part of investors if they have made
investment into FTSE 100. The stock market on average has moved in upward direction
during the period. However, in 2008 the negative return was generated through investment
into indices and stock. During year 2008 and 2009 entire world economy had suffered
financial turmoil. This in turn results in negative returns on investment made during the
period in financial markets. It is seen that if Perimra and CVC would have made investment
into FTSE 100 in year 2004, they would have earned return of 47.06%, 49.55% and 59.88%
respectively in 2007, 2014 and till date. The equity investors even would have significant
return if the amount was withdrawn in year 2007 and reinvested during financial downturn.
In case all three equity investors would have made investment in 2007, the return of
approximately 1.69% and 8.71% is generated till 2014 and March 2015. It is seen that the
stock market has undergone significant downturn in year 2008 and 2009 due to financial
turmoil around the globe. Moreover, the investors might have taken back investments out of
market due to high panic situation during economic recession. It is essential for them to wait
for long so as to generate sufficient return on investments made in year 2004 and 2007.
The private equity houses had decided to make investment into direct equity of the
private limited companies. The two of big private equity houses CVC and Permier got an
opportunity to acquire share of Automobile Association in 2004 (Wachman, 2007). The
equity houses had made an investment into same so as to generate sufficient level of return.
In year 2007, the ownership of Automobile Association was restructured due to its merger
with Saga. The private equity firms received 2 billion as a result of restructuring business
ownership. The two companies acquire business operations merely at 1.75 million in 2004.
This in turn indicates that the private equity investors have made mind boggling profits by
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making investment into acquisition of Automobile Association. In the newly established
venture Goodells stake was valued at 80 million. However, it takes 108 million
approximately 35% more than the value estimated. It was seen that the private equity firms
have earned sufficient level of return with merger of Saga and Automobile Association. The
game didnt end up in 2007 when Acromas was established with merger of Saga and AA. The
private equity investors CVC and Permier have owned stake of 19.9% each in new venture.
Moreover, the Charterhouse entered into deal and owned stake of approximately 35%.

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The Charterhouse had made some of investments in 2007. Besides, investment in 2007
Charterhouse had invested 481.8 million in 2004 for acquisition of stake in Saga. The
amount was repaid in full within duration of two years that is till 2007. In addition, interests
amounting to 101.5 million were paid to them (Saga/AA merger hailed as good for all,
2007). This indicates the return of more than 20% was generated for Charterhouse in two
years duration. It is seen that the private equity houses CVC and Permier had earned
sufficient level of return on investments in acquisition of AA in 2004. The private equity
investors had not only earned sufficient level of return on the investment made but also
received stake in the new joint venture formed as Acromas. This in turn suggests that private
equity houses had made huge earnings through investment in acquisition. Charterhouse was
also able to earn return on its borrowings made to Saga and purchase sufficient level of stake
in new firm at reasonable price. At the time of restructuring the investment of approximately
20 in October 2004 valued at 10500. The return is significantly higher than 100% on
initial investment. The chief executive of Saga, Andrew Goodsell had an ownership of 8% in
Sagas operations. He received stake worth 128 million in new business venture. Tim parker

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of AA on other hand moved out with 40 million in return for his stake in the venture. The
total valuation of business unit in 2007 provided sufficient sum of money for the private
equity firm, Charterhouse. The companys management and staff had stake of approximately
20% that amounted to 258 million. This in turn resulted in leaving amount of 642 million
for Charterhouse in return of its 80% stake. The charterhouse therefore had received back its
initial investment of 481.8 million and generated additional returns of 743.5 million
(Guthrie, 2013). The private equity house had also received stake of 37.5% ownership in
Acromas plus debt value of 1.4 billion. The value of equity and debt held by Charterhouse
in 2007 amounted to approximately 525 million. The returns generated by private equity
houses are significant in three years duration. The initial investment made on part of private
equity firms had almost tripled in duration of three years. The private equity investors had
generated sufficient level of profits on the respective investments made in merger and
acquisition deal.
In addition to the return generated during the time of restructuring in year 2007. The
private equity firms have enjoyed sufficient level of return due to ownership in Aromas. It is
seen that the Acromas has achieved significant growth in recent past. The organization
formed with merger of Saga and Automobile Association has emerged as huge success in
history of merger. The business profitability has increased significantly in short span of time.
This in turn helps in generating sufficient level of return for private equity houses who posses
stake in newly established venture. This in turn indicates that return generated on FTSE 100
is significantly lower as compare to return generated by private equity houses through
investments in acquisition of AA and final merger with Saga. It can be said that the private
equity houses were capable enough to make high profits by taking appropriate investment
decisions. Henceforth, the return generated by private equity investors are significantly
higher as compare to investment made in FTSE 100. The private equity houses have
generated mind boggling profits in short-duration by materializing the opportunities arise as a
result of merger and acquisitions. It can be said that investment if would have been made into
FTSE 100 it has generated little returns of 8% till 2014 or may resulted in loss. Therefore, the
private equity houses have taken right decisions of making investments into Automobile
Association, Saga and their joint venture. The returns generated by private houses are not in
line with equity or debt investments. The market had witnessed various ups and downs during
the period. Henceforth, didnt guarantee adequate returns on investment made during the
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same period. The private equity houses were able to triple their investments in short span of
time. They had not only recovered initial amount but are also enjoying share of profit due to
ownership stake in new firms. IT can be therefore said that the private equity houses have
generated high level of return from the investment made in merger and acquisition.

CONCLUSION
The report proposed herewith emphasizes on analysing the case for merger of Saga
and Automobile Association. It has thrown on light on the case since 1999 when AA was first
acquired by Centuria. It is seen that the acquisition was not proved to be beneficial for AA in
1999 and 2004. However, the merger with Saga in 2007 had changed the scenario completely.
The new business venture was stabled in name of Acromas who generated sufficient level of
profit. It is seen that merger results in creation of synergy between two organizations in
various forms. Moreover, report also suggested that investment made by private equity
houses and other investors in merger deal have generated huge returns in short span of time.

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REFERENCES
Books and Journals

Bose, S., 2014. Mergers And Acquisitions: A Popular Tool For Financial And Operating
Synergy In The Era Of Modern Economy. Sai Om Journal of Commerce &
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Cartwright, S. and Cooper, C. L., 2012. Managing Mergers Acquisitions and Strategic
Alliances. Routledge.

Cartwright, S. and Cooper, C. L., 2014. Mergers and acquisitions: The human factor.
Butterworth-Heinemann.

Clark, I., 2011. Private equity,union recognitionand value extraction at the Automobile
Association: The GMB as an emergency service?. Industrial Relations Journal. 42(1).
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Goyal, K. A. and Joshi, V., 2012. Impact of merger on stress level of employees (A case study
of Erstwhile Bank of Rajasthan Ltd). International Journal of Business Research and
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Harris, R. S., Jenkinson, T. and Kaplan, S. N., 2014. Private equity performance: What do we
know?.The Journal of Finance. 69(5). Pp. 1851-1882.

Maksimovic, V., Phillips, G. and Yang, L., 2013. Private and public merger waves. The
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Rodrigues, S. B. And Child, J., 2010. Private equity, the minimalist organization and the
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Weber, Y., 2013. Handbook of research on mergers and acquisitions. Edward Elgar
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Weber, Y., Tarba, S. Y.and Rozen Bachar, Z., 2012. The effects of culture clash on
international mergers in the high tech industry. World Review of Entrepreneurship,
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Online

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