CHAPTER ONE
INTRODUCTION
1.0 BACKGROUND OF THE STUDY
The increase in oil boom in the 70’s was an era of huge and
expensive prospect of doubtful utility and viability. However, the heavy
dependence on oil and imported input rendered the Nigerian economy to
be sensitive to external shocks with the collapse of the world oil
market in the mids 1981, an economic crisis emerged in Nigeria, various
control measures were put in place in order to correct the disturbing
situation between 1982 – 1985 but these measures failed to deal
effectively with the fundamental economic and financial problems
confronting the economy which was deteriorating.
The nation began to face a situation of persistence and
deteriorating balance of payment problem, the external debt continually
rise, the emotion of international credit worthiness and the acute
shortage of raw materials and consumer goods, as agriculture suffered
and severely, neglected, the country (Nigeria) was at the point of
collapsing.
Considering the above circumstances, there is need
for national economic reform which the federal government eventually
came up with Structural Adjustment Programme (SAP) in 1988 as a
strategy to end the deformation of the nation economy and achieve a
turn around in the fortunes.
The current global economic depression facing the
world has been described by the world economic and financial experts as
the longest and deepest depression in the post war period. Major
industrial developed countries share in this performance characterized
by declining growth rate, high inflationary pressure, increase in
number of unemployment and this trend had serious adverse effect on the
economic of developing countries of which Nigeria is included.
The present development is quite affecting a
substantial number of Nigeria contemporary business most of them are on
the path of decline, leading to folding up of some companies and many
others laying off their staff and equipment as a result of operational
hardship with lack of ability to expand and decline in sales volume as
well as profit.
With the present difficult situation in the Nigeria businss
environment. There is need for businesses to be re-structured for
survival in response to changes that is occurring in the economic
environment either a company decide whether to acquire, merge or sell
part or whole of its existing business thus, given birth to a stronger,
bigger and more profitable outfit that is capable of surviving amidst
strong competition.
1.1 HISTORICAL BACKGROUND OF OANDO NIGERIA PLC
Oando Plc commence its business operation as a petroleum marketing
company in Nigeria in 1956 under the name “ESSO West Africa
Incorporated” a subsidiary of Export Corporation of the USA. In 1969,
the company was incorporated under Nigeria laws as “ESSO standard
Nigeria Limited. In 1976, the Nigeria Government brought ESSO interest
and thus, became the 100% owner of the company. The company was then
rename “Unipetrol Nigeria Limited”.
On 1st March, 1991 the company became a public
limited company and was known as Unipetrol Nigeria Plc in the same
year, 60% of the company’s shares was sold to the Nigeria public under
the first phase the then privatization exercise and the company was
quoted on the Nigeria stock exchange in February 1992.
In 2000, under the 2nd phase of the Federal
Government of Nigeria’s privatization programme, ocean and soil services
limited became a core investor by acquiring 305 of the Federal
Government’s 40% equity stock in the company, the remaining 10% was
sold to the Nigeria public. The investment in the then Unipetrol
Nigeria Plc by Ocean Oil Services Limited was with support of its
International Technical Partners Compania Espanola De Petroleos
(CESPSA) who are currently 2nd largest oil group in Spain and ranks
among the top 10 oil group in Europe. CEPSA is a fully Integrated
Petroleum Company involved in exploration and production, petrochemicals
natural gas, trading, refining, distributing and marketing.
In August 2002, the company acquired Agip Petrol’s
60% stake of Agip Nigeria Plc, the sale of the 60% interest of Agip
Petrol International was the result of an international bid conducted
by Agip petrol international B.V with the assistance of an
international adviser during which Agip Petroleum International
selected to them Unipetrol Nigeria Plc following the acquisition of
Agip Nigeria Plc the company was again i.e. branded to Oando Plc in
2003 and emerged as Nigeria 2nd largest company in the downstream
sector of the oil industry with 15.64% market share.
1.2 STATEMENT OF THE GENERAL PROBLEM
Due to the present economic situation of the country (Nigeria),
report indicated that many Nigeria businesses and corporate
organizations have closed up while many more may soon close up, even
those that have survived, it has been a mergical survival and they are
operating far below installed and optimum productive capacities leaving
none in doubt that the situation is bad enough, the following problems
are notice.
- There is need to note the fact that many of this
organization that are depressed situation can either still be acquired
or merged with more prosperous and strong enterprise. In other word, an
alternative to this ugly economic woe in the country should have been
for companies to come together and continue through merger or
acquisition.
- There is overextension which tend to make the organization
fuzzy and unmanageable. There is manager’s hubris, overconfidence about
synergies form merger and acquisition which results in overpayment for
the target company.
- There is negative reactions from company’s employees,
bankers, suppliers, customers and other which make the process by which
a company is bought or sold prove difficult, slow and expensive. Thus,
they are not sold as often as they might or should be.
- Multiple listing service concept has not been applicable to merger and acquisition due to the need for confidentiality.
- There is lack of proper method, apparatus and techniques for
efficiently executing merger and acquisition transactions without
compromising the confidentiality of thee parties involved without
unauthorized release of information.
- Lack of good recording keeping of incomes from business
undertakings, mostly attributed to illiteracy and in other cases, a
deliberate attempt to evade tax is also a problem.
1.3 OBJECTIVE OF THE STUDY
No business is embarked upon without a set of objectives to be
accomplished. Merger and acquisition are common features of modern
commercial sense. Hence, the intended objectives of conducting this
study are as follows:
- To examine the economic reasons behind above phenomenon and
in particular to look into how organization in both private and public
sectors of Nigeria economy have been surviving under merger and
acquisition.
- To analyze the economic and social economic of scale
associated with operations, costs of company related to theories and
revenue stream. Thus, increasing profit, market share etc by absorbing a
major competitor and increasing its power to set prices.
- To determine the effectiveness of merger and acquisition as a
strategy for organizational survival in Nigeria cooperate bodies.
- Designed to smooth the earning results of a company which
over the long term smoothes the stock price of a company, giving
conservative investors more confidence in investing in the company.
- To analyse the social, political, economic and fiscal
problems encountered by business organization with regards to the
policy of merger and acquisition in Nigeria.
- To develop ways or means by which some of the problems which
are encountered in the realization of the proceeds from the use of the
proceeds improved.
- Te study attempt to investigate its strategic functions for
improvement in productivity and profitability of Oando Nigeria Plc.
- It is also hope that the recommendation made if well studied
and applied, could help business organization particularly Oando
Nigeria Plc, in attaining her financial goals efficiently.
1.4 SIGNIFICANCE OF THE STUDY
The researcher hope that at the completion of this study, it will
contribute immensely to the existing literature on business organization
and Oando Nigeria Plc in particular towards advancement of knowledge
in thee area of business merging, other corporate bodies in Nigeria
will also find the findings and recommendations useful especially those
that are hit by the present economic woe and are considering closing
down a the only option.
Government and its agencies that arte establish to
regulate and approve merger and acquisition proposal will also find
this research work very beneficial especially in enhancing their
operations.
This research work also intends to serve as a good reference
material for learning among students of various institution of higher
learning, and other researchers in the area of merger and acquisition in
field of business administration and management which is the bane of
economic development of the country.
1.5 RESEARCH QUESTION
For this research work to be successful certain question has to be
answer in request to the contributions of merger and acquisition to
organizational survival in Nigeria.
- What is the impact of merger and acquisition to Nigeria economy?
- How can private and public organizations survived under the merger and acquisition?
- Would merger and acquisition provide social economic of scale?
- Does merger and acquisition solve the depressed situation of economic woe in Nigeria?
- Can merger and acquisition add significant value of the firm’s shares?
1.6 STATEMENT OF HYPOTHESIS
“According to Egejule and Ogwo (1990). Hypothesis is a tentative
and testable explanation usually in a declarative form of the
relationship between variables either specific or general.
Ho That merger and acquisition does not bring about improvement in market performance.
Hi That merger and acquisition bring about improvement in market performance.
Ho That merger and acquisition does not lead to increase in profitability of the combined firms.
H2 Tat merger and acquisition lead to increase in profitability of the combined firms.
1.7 SCOPE AND LIMITATION OF THE STUDY
To understand a research project of this nature, the scope is
normally defined with respect to geographical and time dimension. This
research work is concerned with the he general effect of merger and
acquisition as strategy for organizational survival with respect to
Oando in Nigeria Plc. 2007 -2008.
It is a common knowledge that empirical studies in
business organization yielded results which have to be taken with the
proverbial “pinch of salt” as a result of poor data base. In this
regards, the difficulties experiences is ranging from.
- Some of the organizations that consummated merger and
acquisition are not willing to release such information saying that
such information are classified document.
- The research is limited to the nature of te topic itself, it is so broad.
- The research is constraints of non-availability of all
relevant data and non-possibility of studying all consummated mergers
and acquisition in Nigeria.
- Financial constraint, due to nature and age, the researcher
faced with the high cost of transport to move from one place to another
where data and relevant information related to this topic could be
obtained.
- Finally, the reluctant and incorporate attitude of
respondents to questions is yet another. Limiting factor to this
research work.
Despite the above mentioned limitations and many
other unmentioned, the information were confidential and the study has
been systematically carried out devoid of any bias and in line with the
earlier stated objectives.
1.8 DEFINITION OF TERMS
1. Merger and Acquisition (M & A): A
merger is an arrangement by which all the assets and resources of two
or more companies are brought together under the control of one company
which is owned jointly by stockholders of the original companies.
Acquisition is the whole transfer and
control of assets, liabilities, employees, management technical
relationship and expert etc of one corporation to another.
2. Economic of Scale: This refers to the
fact that the combined company can often reduce duplicate operational
costs relative to theoretically, the same revenue strum, thus
increasing profit.
3. Synergy: This refers to better use of complementary resources. (i.e. 2 + 2=5).
4. Risk Diversification: This is the
situation where a company which is in a strong position within its own
market either in terms of cash flows or market share, decides to
extends its influence by acquiring another company usually in a
different line of business, result to a wider product range.
5. WOE: A long trouble confronting business environment..
6. Cross Selling: A company buying a stock
broker could then sell its products to the broker’s customers, while the
broker can sign up the company’s customers for brokerage accounts.
7. Manager’s Hbris: This refers to manager’s
overconfidence about expected synergies from M & A which results
in overpayment for the target company.
8. Anti-Trust Cycle: Is a regulatory device
that analyze the impact of merger on market and to control monopolistic
situation and other trade restriction activities that lead to adverse
implication for an economy.
9. (NEPD):National Economic Policy and Development
10. CAMA: Company and Allied Matter Act.