Advancing Together Audit

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01
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Part
01

Website Evolution After Company Acqusitions

After filtering 32 mergers and acquisitions completed in 2017, the following acquisitions were selected as the focus of this research: GE-Baker Hughes, Coach-Kate Spade, Atlassian-Trello. Lists of major acquisitions provided by InvestorPlace, NASDAQ and Impact were used as reference to find out which companies bought other businesses. Each acquisition was reviewed to determine those that fit the main selection criteria which is companies that created a new website or merged information in their websites after acquisition. Below is a deep-dive of our research.

I. ACQUISITION OF BAKER HUGHES BY GENERAL ELECTRIC COMPANY

STRATEGY
The deal between General Electric and Baker Hughes was first announced on October 31, 2016, through a press release by GE. The aim of the partnership was to create a company that differentiates itself as the "first and only full stream oil and gas company" in the world.

A conference call and webcast was held to discuss the transaction. According to the agreement, a partnership structure will be executed where operating assets will come from both companies. A 62.5% interest in the partnership will go to GE while a 37.5% interest will go to existing Baker Hughes shareholders through a new NYSE-listed corporation. Using GE's contribution of $7.4 billion, shareholders of Baker Hughes will receive a cash dividend of $17.50 per share at closing. Furthermore, new company will have headquarters in Houston, TX and London, UK. The board will consist of 9 directors. 5 board directors will be appointed by GE while the rest will be appointed by Baker Hughes.

Centerview Partners and Morgan Stanley served as financial advisers to GE while legal advise was provided by Shearman & Sterling. Baker Hughes, on the other hand, had Goldman Sachs & Co. and Davis Polk as financial and legal advisers respectively.

After the transaction was approved by Baker Hughes shareholders and regulatory approvals were achieved, the deal was completed on July 3, 2017.

WEBSITE
Under the newly-formed partnership, a new company website was created. Products and services offered by GE and Baker Hughes are combined in the website. At the bottom of the new website, links to the legacy sites of GE oil and gas as well as Baker Hughes are provided. The old sites are still accessible but a pop-up message appears informing visitors that BHGE has a new site where company updates can be found.

INFORMATION RE ACQUISITION
Information about the acquisition can be found in the new company website's press releases section under the Investors tab. There are 5 press releases regarding the topic. The first press release is an announcement of GE and Baker Hughes' planned partnership. It contains detailed information about the terms including, but not limited to, financial, voting interest, headquarters and members of the board. The second press release is an announcement of the new company's leadership team. The third is about the approval of the partnership by Baker Hughes shareholders while the fourth and fifth press releases talk about the completion of the acquisition on July 3, 2017, and contains a recap of the terms of agreement that was previously announced in the first press release. Information about the company's stock exchange trading-where the new company will be trading under the symbol BHGE-was also provided.

II. ACQUISITION OF KATE SPADE BY TAPESTRY (FORMERLY COACH INC.)

STRATEGY
Tapestry, named Coach Inc. at the time of its acquisition of Kate Spade & Company, made an announcement of the deal on May 8, 2017. The terms of the transaction, discussed through a conference call and webcast, includes the payment of $18.50 per share in cash to Kate Spade shareholders. This amounts to $2.4 billion, $1.2 billion of which will come from excess Coach cash. The other half will be funded by a combination of bank term loans and senior notes.

A tender offer for all the outstanding shares of Kate Spade & Company was launched by Chelsea Merger Sub Inc., a wholly owned direct subsidiary of Coach Inc. on May 26, 2017. After the expiry of the tender offer on July 10, 2017, the acquisition pushed to completion on July 11, 2017. Kate Spade became a wholly owned subsidiary of Coach, Inc. The trading of all Kate Spade and Company shares stopped on July 12, 2017.

Coach's legal adviser is Fried, Frank, Harris, Shriver & Jacobson LLP and its financial adviser is Evercore Group L.L.C. Kate Spade & Company has Perella Weinberg Partners LP as its financial adviser and Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal adviser.

The partnership is geared towards creating the first New York-based house of modern luxury brands.

WEBSITE
After being acquired by Tapestry, formerly Coach Inc., Kate Spade was included in the acquirer's company website along with brands Coach and Stuart Weitzman. The Tapestry website contains stories about each brand under its portfolio but does not showcase products. Like Coach and Stuart Weitzman, Kate Spade still maintains a separate official website that serves as its e-commerce site. Aside from brand stories, Tapestry.com also houses all reports, stock information, sec filings and important news about the individual brands under the investors tab.

INFORMATION RE ACQUISITION
As mentioned earlier, Tapestry's website contains announcements about the individual brands under its portfolio. As such, information about the acquisition of Kate Spade can be found in the investors tab, press releases section for 2017.

There are 5 announcements related to the acquisition of Kate Spade displayed in the website. The first press release is the announcement of the planned acquisition. Another announcement was released on May 26, 2017, about the launch of a tender offer by Chelsea Merger Sub Inc. for all the outstanding shares of Kate Spade & Company. On June 23, 2017, Coach Inc. declared an extension of the expiration of its tender offer. The completion of the tender offer was announced on July 10, 2017. Finally, on July 11, 2017, Coach Inc. issued a press release about the completion of its acquisition of Kate Spade.

Kate Spade's website operates as an independent e-commerce site separate from Tapestry's other brands. It does not provide any information about its inclusion to the Tapestry brand portfolio, nor does it mention the company's name anywhere on the site.

III. ACQUISITION OF TRELLO BY ATLASSIAN

STRATEGY
On January 9, 2017, Atlassian Corporation Plc announced that it entered into an agreement with Trello to acquire the latter for around $425 million. $360 million will be paid in cash and the remaining amount will be in Atlassian restricted shares. Through the acquisition, Trello will be a key product under Attlasian's portfolio and will be integrated with the company's leading products such as Confluence, JIRA software and Bitbucket. Under the terms of the agreement, Trello will still remain as a standalone service even after the acquisition.

On February 3, 2017, less than a month after it was first announced, the Atlassian's acquisition of Trello was completed.


WEBSITE
After the acquisition, Trello is now part of Atlassian's product offering. It has its own page in the Atlassian website where information about Trello's features, how it works and pricing can be found. Important announcements such as acquisitions are displayed under the financials and filings news in the Investors tab.

Trello keeps a separate website but has the Atlassian logo at the bottom of every page. The website also has a page that narrates the story of the brand up to its acquisition by Attlasian.

INFORMATION RE ACQUISITION
There are 2 articles related to the Atlassian-Trello transaction on the Atlassian website. It is located in the financials and filings news under the investor tab. One article was dated January 9, 2017, in which the financial terms of the agreement including the value of the purchase and funding were announced. The other was released on February 3, 2017, announcing the completion of the acquisition.

The acquisition is also briefly mentioned in Trello's website under the About tab with a link that leads to a more detailed article about the acquisition. Financial terms are not discussed in the article. The Trello news only discusses the benefits of the partnership.

CONCLUSION

GE, Tapestry and Atlassian are very transparent in terms of the financial details of their acquisitions of Baker Hughes, Kate Spade and Trello respectively. Financial terms such as the total value of the purchase, amount paid to shareholders per share, sources of funding and stock trading information are all revealed in press releases. The press releases are located in the acquiring company's website under the Investor tab or page. For the acquisitions reviewed in this research, only GE and Baker Hughes created an entirely new website that merges their products and services as well as contains press releases since the acquisition. BHGE was also the only partnership among the three that provided information regarding the restructuring of the leadership team.
Sources
Sources