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Asel Ericovna Bedelbayeva, master of economy and
business
Zhetysu State University named after
I.Zhansugurov
NEED OF MERGES AND ABSORPTION FOR THE BANKING SECTOR
OF THE REPUBLIC OF KAZAKHSTAN
In
recent years banking systems as in developed, and
developing countries were involved in restructuring and consolidation process
that strongly changed the nature of banking business. Changes in regulation of
banking business and technological achievements sharply strengthened the
competition in bank activity, having opened at the same time for expansion the
new markets. In many countries bank crises or bankruptcies of the largest
backbone banks gave an additional impulse of restructuring and to process of
the international merges and merger of banks. Progress in development of
information technologies and proceeding globalization of the markets of the
capital and management of risks led to consolidation also in investment bank
and insurance businesses.
Merge
(merger) is such merger of companies or banks at which one is formed of several
companies. Speaking to legal language, such merger of companies at which the
part of actions of one company exchanges on all actions of other company is
called as "merge" and, as a result one is formed of two (or several)
legal entities. Merge can be carried out also by an exchange of actions of two
or several banks for actions of again created legal entity. From the point of
view of the legislation of leading foreign countries two main types of merges
are allocated: absorbing and consolidating (combinational). At absorbing type
of merges one of participants of merges (the company or bank) receives weight
assets and obligations of the companies (banks) joining it which then, in turn,
are disbanded (are liquidated). As a result of consolidating merges the new
company accumulating assets and obligations of all merging companies (banks)
which are subject subsequently to voluntary elimination will be created[1].
Merges
in economy happen waves. It is most characteristic on a substantial scale these
waves of merges occurred in the USA. In this regard it is necessary to analyse
waves of merges on the example of the USA for understanding of development of
processes of merges and absorption, and also influence of macroeconomic factors
on activity of merges in separately taken country.
In
the USA at a turn of last and these centuries large "wave" of merges
first in the history both banks, and banks and the industrial companies was
observed almost. By then the set of small firms began to test apparent defect
of investment resources that complicated expansion of production and didn't
allow to count on a survival in fight against competitors. Meanwhile, so
necessary resources actively accumulated the small American baizes which number
was huge. Thus, merges appeared then almost the only logical exit from current
situation[]2.
Consolidation
process among commercial banks of the USA from 1985 for 1995 number of
commercial banks in the USA was the most considerable was reduced by one third
with nearly 15000 to less, than 10000. Consolidation in bank branch took place
most intensively in comparison with other branches in economy. Similar processes
took place during this period and in bank branch of the European countries and
in Japan [3].
Present
situation in the banking sector of Kazakhstan remains uncertain. According to
National Bank, since September of last year banks of the second level monthly
give out the credits for total amount of 8 trillion tenges against 17 trillion
before crisis. External loans ceased to give to the Kazakhstan banks therefore
they have no opportunity to increase the assets such rates to which all got
used in the last some years. Because of this factor volumes also decreased.
Banks are compelled to credit clients by means of or own means, or giving out
at the expense of deposits which they attract, or at the expense of internal
means somehow: help of the state, means of National Bank, mezhbankovky credits,
etc. But these volumes can't replace foreign markets[4].
Implementation
of the program of merge rather difficult and long process demanding
considerable financial and intellectual efforts. By results of the numerous researches
conducted by the consulting companies and economists, it is possible to draw a
conclusion that the number of successful merges doesn't exceed 50% of their
total number. Merges as a result of which there is an acceleration of growth of
profit or cost of the joint structure can be understood as the successful. One
of the most common causes of unsuccessful merges is too high award which pays
bank buyer. Exist as well other factors, such as a superoptimistical assessment
of market potential of absorption, revaluation of advantages of joint activity,
unsuccessful integration after merge. Action of one or several of the listed
factors leads to that the joint structure starts functioning less effectively
that conducts to decrease in profit and a stock value in the market, process of
merges and absorption as part of corporate strategy demands the accounting of a
large number of factors and the correct assessment of expenses and potential
advantages[5].
Actually process of merge and absorption
includes some stages. All process begins with the stage preceding absorption
which is reduced to scrupulous introspection of activity of bank and market
conditions in which he acts. Process by carefully planned integration after
merge which is carried out whenever possible quickly to compensate the award
paid for absorption comes to the end.
At
the first stage of preparation for merge it is necessary to carry out the
greatest volume of work. One of the basic principles is privacy observance
throughout all process of implementation of merge or absorption. If on the
market hearings about possible attempts of absorption get, the price of bank
target can rise so that it will break the transaction. Further it is necessary
to carry out an assessment of own bank by determination of cost of its separate
business units and identification of opportunities of improvement.
At
the second stage it is necessary to make selection of potential candidates for
merge. For this purpose it is necessary to develop selection criteria of
candidates and to define investment bank which will act as the main consultant
for merge, and also a role of consulting and law firms in the course of merge.
Candidates for merge can present and the investment bank, however own criteria
are necessary for identification of the most suitable candidates.
At
the third stage it is necessary to carry out a careful assessment of the
selected candidates. At an assessment it is necessary to consider a difference
between the market cost of bank target and the price which should be paid bank
buyer. At estimation of cost of absorption or merge it is necessary to add to
the cost of bank buyer bank target cost without the award paid at the
transaction. Then it is necessary to estimate real advantages from joint
activity taking into account time necessary for achievement of these
advantages. After subtraction of expenses for implementation of the transaction
the cost of the joint structure after transaction implementation will turn out.
The prize in cost owing to implementation of the transaction represents the
cost of the joint structure minus the cost of the closest alternative (usually
it is bank buyer cost provided that the transaction isn't carried out) and
minus the price paid for absorption.
The
pas the fourth stage, a stage of negotiations, especially in case of appearance
of competitors on purchase, the main thing for management of bank buyer is not
to raise the price in comparison with the cost of absorption determined at the
third stage for bank buyer. The negative effect of an overpayment can nullify
all potential prizes from merge.
At
the fifth last stage of merge, an integration stage, it is necessary to hold
the events directed on achievement of potential advantages from merge, revealed
at the previous stages. Successful overcoming of this stage will allow bank
buyer to pay back the investments spent for absorption. However, as shows
experiment, not always it works well. Distinctions in corporate cultures of two
banks, styles of work of managers, difficulties with integration or abolition
of duplicating divisions, å association of client base and the nomenclature of
services affect.
References:
1.
Astapovich A.Z. Belyanova E.V, Myagkov E.G. International experience of
restructuring of a banking system. M, 2003.
2.
Sarkisyants A.G. Merges and bankruptcies of banks. World experience.
"World economy and international relations", 2013, No. 10.
3.
Kruglov V. V. Bases of the international monetary and credit relations. M,
2004.
4.
Basarova L. Association of banks - the most real opportunity to return
"crisis" money to National fund//the Vremya newspaper site.
5.
Kazkom's merge and BTA of Bank will happen after transaction closing.
[Electronic resource] BNews.kz