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Chapter
25
MERGERS & ACQUISITIONS
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Mergers, Acquisitions, and Takeovers: What are the Differences?
Merger
A strategy through which two firms agree to integrate their operations on a relatively co-equal basis
Acquisition
A strategy through which one firm buys a controlling, or 100% interest in another firm with the intent of making the acquired firm a subsidiary business within its portfolio
A special type of acquisition when the target firm did not solicit the acquiring firms bid for outright ownership
Takeover
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Acquisitions
Increased diversification
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Market Power Acquisitions
Horizontal Acquisitions
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Market Power Acquisitions (contd)
Acquisition of a supplier or distributor of one or more of the firms goods or services Increases a firms market power by controlling additional parts of the value chain
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Market Power Acquisitions (contd)
Horizontal Acquisitions
Vertical Acquisitions Related Acquisitions
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Reasons for Acquisitions and Problems in Achieving Success
Too large
Acquisitions
Integration difficulties
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to create synergy
Firms tend to underestimate indirect costs when evaluating a potential acquisition
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Explain why a company might decide to engage in corporate restructuring. Understand and calculate the impact on earnings and on market value of companies involved in mergers. Describe what benefits, if any, accrue to acquiring company shareholders and to selling company shareholders. Analyze a proposed merger as a capital budgeting problem.
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Mergers and Other Forms of Corporate Restructuring
Sources of Value
Strategic Acquisitions Involving Common Stock Acquisitions and Capital Budgeting Closing the Deal
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Mergers and Other Forms of Corporate Restructuring
Leveraged Buyouts
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What is Corporate Restructuring?
Any change in a companys:
Capital structure,
Operations, or Ownership
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Sales enhancement and operating economies*
Improved management
Information effect Wealth transfers Tax reasons
Leverage gains
Hubris hypothesis Managements personal agenda
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advancements to the product table, and filling a gap in the product line.
Operating economies can be achieved because of the elimination of duplicate facilities or operations and personnel. Synergy -- Economies realized in a merger where the performance of the combined
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volume increases.
Horizontal merger: best chance for economies Vertical merger: may lead to economies
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variables, results.
A financial acquisition occurs when a buyout firm is motivated to purchase the company (usually to sell assets, cut costs, and manage the remainder more efficiently), but keeps it as a stand-alone entity.
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Shares outstanding
Earnings per share Price per share Price / earnings ratio
5,000,000
$4.00 $64.00 16
2,000,000
$2.50 $30.00 12
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Surviving Company A
Exchange ratio = $35 / $64 = .546875 * New shares from exchange = .546875 x 2,000,000= 1,093,750
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pre-merger EPS].
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Surviving Company A Total earnings Shares outstanding* Earnings per share $25,000,000 6,406,250 $3.90
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pre-merger EPS].
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What About Earnings Per Share (EPS)?
Merger decisions should not be long-term consequences. The possibility of future earnings growth may outweigh the immediate dilution of earnings.
Expected EPS ($)
Equal
Time in the Future (years) Initially, EPS is less with the merger. Eventually, EPS is greater with the merger.
Copyright 2008, Dr Sudhindra Bhat
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Market Value Impact
Market price per share of the acquiring company
Number of shares offered by the acquiring company for each share of the acquired company
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Market Value Impact
Example -- Acquiring Company offers to acquire Bought Company with shares of common stock at an exchange price of $40.
Acquiring Company
Present earnings Shares outstanding Earnings per share Price per share Price / earnings ratio $20,000,000 6,000,000 $3.33 $60.00 18
Bought Company
$6,000,000 2,000,000 $3.00 $30.00 10
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Market Value Impact
Exchange ratio Market price exchange ratio
Total earnings Shares outstanding* Earnings per share Price / earnings ratio Market price per share
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Market Value Impact
Notice that both earnings per share and market price per share have risen because
The apparent increase in the market price is driven by the assumption that the P/E
ratio will not change and that each dollar of earnings from the acquired firm will be priced the same as the acquiring firm before the acquisition (a P/E ratio of 18).
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Empirical Evidence on Mergers
Target firms in a takeover
receive an average premium of 30%. Evidence on buying firms is
Selling companies
Buying companies
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Idea is to rapidly build a larger and more valuable firm with the acquisition of small- and medium-sized firms (economies of scale).
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Acquisitions and Capital Budgeting
Free cash flows should consider any synergistic effects but be before any financial
charges so that examination is made of marginal after-tax operating cash flows and net investment effects.
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Cash Acquisition and Capital Budgeting Example
AVERAGE FOR YEARS (in thousands) 1 - 5 6 - 10 11 - 15 Annual after-tax operating cash flows from acquisition Net investment Cash flow after taxes $2,000 $1,800 600 300 $1,400 $1,500 $1,400 --$1,400
16 - 20 21 - 25
Annual after-tax operating cash flows from acquisition Net investment Cash flow after taxes $ 800 $ 200 --$ 800 $ 200 ---
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Cash Acquisition and Capital Budgeting Example
The appropriate discount rate for our example free cash flows is the cost of capital for the acquired firm. Assume that this rate is 15% after taxes. The resulting present value of free cash flow is $8,724,000. This represents the maximum acquisition price that the acquiring firm should be willing to pay, if we do
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Other Acquisition and Capital Budgeting Issues
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Closing the Deal
Consolidation -- The combination of two or more firms into an entirely new firm. The old firms cease to exist. Target is evaluated by the acquirer Terms are agreed upon Ratified by the respective boards
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Taxable or Tax-Free Transaction
At the time of acquisition, for the selling firm or its shareholders, the transaction is: Taxable -- if payment is made by cash or with a debt instrument. Tax-Free -- if payment made with voting preferred or common stock and the transaction has a business purpose. (Note: to be a tax-free transaction a few
more technical requirements must be met that depend on whether the purchase is
for assets or the common stock of the acquired firm.)
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Accounting Treatments
Purchase (method) -- A method of accounting treatment for a merger based on the market price paid for the acquired company.
Pooling of Interests (method) -- A method of accounting treatment for a merger based on the net book value of the acquired companys assets. The balance sheets of the two companies were simply combined.
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Accounting Treatment of Goodwill
Goodwill -- The intangible assets of the acquired firm arising from the acquiring firm paying more for them than their book value.
AS eliminated mandatory periodic amortization of goodwill for financial accounting purposes, but requires an impairment test (at least annually) to goodwill. Goodwill charges are generally deductible for tax purposes over 15 years for acquisitions occurring after August 10, 1993. An impairment to earnings is recognized when the book value of goodwill exceeds its market value by an amount that equals the difference.
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Tender Offers
Tender Offer -- An offer to buy current shareholders stock at a specified price, often with
the objective of gaining control of the company. The offer is often made by another
company and usually for more than the present market price. Allows the acquiring company to bypass the management of the company it wishes to acquire.
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Tender Offers
It is not possible to surprise another company with its acquisition because the SEC requires extensive disclosure.
The tender offer is usually communicated through financial newspapers and direct mailings if shareholder lists can be obtained in a timely manner.
A two-tier offer (next slide) may be made with the first tier receiving more favorable
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Two-Tier Tender Offer
Two-tier Tender Offer Occurs when the bidder offers a superior first-tier price (e.g., higher amount or all cash) for a specified maximum number (or percent) of shares and simultaneously offers to acquire the remaining shares at a second-tier price.
Increases the likelihood of success in gaining control of the target firm. Benefits those who tender early.
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Defensive Tactics
The company being bid for may use a number of defensive tactics including:
(1) persuasion by management that the offer is not in their best interests,
(2) taking legal actions, (3) increasing the cash dividend or declaring a stock split to gain shareholder support, and (4) as a last resort, looking for a friendly company (i.e., white knight) to purchase them.
White Knight -- A friendly acquirer who, at the invitation of a target company, purchases shares from the hostile bidder(s) or launches a friendly counter-bid in order to frustrate the initial, unfriendly bidder(s).
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Motivation Theories:
Managerial Entrenchment Hypothesis
This theory suggests that barriers are erected to protect management jobs and that such actions work to the detriment of shareholders.
Shareholders Interest Hypothesis This theory implies that contests for corporate control are dysfunctional and take management time away from profit-making activities.
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interests of shareholders.
Standstill agreements and stock repurchases by a company from the owner of a large block of stocks (i.e., greenmail) appears to have a negative effect on shareholder wealth. For the most part, empirical evidence supports the management entrenchment hypothesis because of the negative share price effect.
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Strategic Alliance
Strategic Alliance -- An agreement between two or more independent firms to cooperate in order to achieve some specific commercial objective.
Strategic alliances usually occur between (1) suppliers and their customers, (2) competitors in the same business, (3) non-competitors with complementary strengths.
A joint venture is a business jointly owned and controlled by two or more independent firms. Each venture partner continues to exist as a separate firm, and the joint venture represents a new business enterprise.
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Divestiture
Liquidation -- The sale of assets of a firm, either voluntarily or in bankruptcy. Sell-off -- The sale of a division of a company, known as a partial sell-off, or
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Divestiture
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Empirical Evidence on Divestitures
For liquidation of the entire company, shareholders of the liquidating company realize
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Ownership Restructuring
Going Private -- Making a public company private through the repurchase of stock by current management and/or outside private investors.
The most common transaction is paying shareholders cash and merging the company
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Ownership Restructuring
Leverage Buyout (LBO) -- A primarily debt financed purchase of all the stock or assets
of a company, subsidiary, or division by an investor group.
The debt is secured by the assets of the enterprise involved. Thus, this method is generally used with capital-intensive businesses. A management buyout is an LBO in which the pre-buyout management ends up with a substantial equity position.
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Common characteristics (not all necessary):
The company has gone through a program of heavy capital expenditures (i.e.,
modern plant).
There are subsidiary assets that can be sold without adversely impacting the core business, and the proceeds can be used to service the debt burden.
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