What are Synergies in M&A?
Synergies represent the estimated cost savings or incremental revenue arising from a merger or acquisition, which are often used by buyers to rationalize higher purchase price premiums.
The importance of synergies is tied to the fact that if an acquirer assumes more post-deal synergies can be realized, a higher purchase premium can be ascribed to the offer price.
What are the Different Types of Synergies in M&A?
In M&A, the core premise of the concept of synergies is that the combined value of two entities is worth more than the sum of separately valued parts.
Synergies, the financial benefits arising from the transaction, can be categorized as either revenue or cost synergies.
- Revenue Synergies
- Cost Synergies
The post-deal assumption is that the performance of the combined company (and the implied valuation) will be positively impacted in the coming year(s).
One of the primary incentives for companies to pursue M&A in the first place is to generate synergies across the long run, which can result in a wide scope of potential benefits.
If a company worth $150m acquires another smaller-sized company that is worth $50m – yet post-combination, the combined company is valued at $250m, then the implied synergy value comes out to $50m.
What are Revenue Synergies?
Revenue synergies are based on the assumption that the combined companies can generate more cash flows than if their individual cash flows were added together.
Hence, these benefits in M&A must be pitched as being mutually beneficial, as opposed to being one-sided exchanges.
But while viable in theory, revenue synergies often do not materialize, as these types of benefits are based on more uncertain assumptions surrounding cross-selling, new product/service introductions, and other strategic growth plans.
One important fact to consider is that capturing revenue synergies, on average, tends to require more time than achieving cost synergies – assuming the revenue synergies are indeed realized in the first place.
Frequently referred to as the “phase-in” period, synergies are typically realized two to three years post-transaction, as integrating two separate entities is a time-consuming, complex process, regardless of how compatible the two appear.
What are Cost Synergies?
The main reason for an acquisition is frequently related to cost-cutting in terms of consolidating overlapping R&D efforts, closing down manufacturing plants, and eliminating employee redundancies.
Unlike revenue synergies, cost synergies tend to be more likely to be realized and therefore are viewed as more credible, which is attributable to how cost synergies can point towards specific cost-cutting initiatives such as laying off workers and shutting down facilities.
Since synergies are challenging to achieve in practice, they should be estimated on a conservative basis, but doing so can result in potentially missing out on acquisition opportunities (i.e. getting out-bid by another buyer).
Studies have routinely shown how the majority of buyers overvalue the projected synergies stemming from an acquisition, which leads to paying a premium that may not have been justified (i.e. the “winner’s curse”).
Acquirers must often accept that the expected synergies used to justify a purchase price premium may not ever materialize.
What are Financial Synergies?
Besides revenue and cost synergies, there are also financial synergies, which tend to be more of a gray area, as quantifying the benefits is more intricate relative to the other types. But some commonly cited examples include the following:
- Tax Savings from Net Operating Losses (or NOLs)
- Greater Debt Capacity
- Lower Cost of Capital